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Delivering
on our ambitions
Annual Report & Accounts 2025
Content
Overview
1 Delivering on our ambitions
2 ICG at a glance
4 Why invest in ICG
Strategic report
6 Chair’s introduction
7 Chief Executive Officer’s Review
9 Our business model
15 Key performance indicators
17 Finance review
29 Viability statement
30 Stakeholder engagement
36 Our people
39 Managing risk
45 Sustainability at a glance
46 Climate-related Financial Disclosures
63 Non-financial information statement
Governance report
64 Governance report
65 Governance at a glance
67 Board of Directors
70 Corporate governance
72 Directors’ report
77 Directors’ responsibilities
78 Director induction and development
79 Audit Committee report
84 Risk Committee report
87 Nominations and Governance
Committee report
89 Remuneration Committee report
92 Remuneration at a glance
94 Annual report on remuneration
104 Governance of remuneration
105 Directors’ remuneration policy
Auditor’s report and
financial statements
111 Independent auditor’s report to the
members of Intermediate Capital
Group plc
119 Financial statements
126 Notes to the financial statements
Other information
189 Glossary
195 Basis of preparation for GHG
emissions statement
197 Outstanding debt facilities
198 Shareholder and Company
information
199 Other notes
Quick links
What we do
Through a deep understanding
of our clients’ needs and of the
opportunities available in global
private markets, we manage a
range of investment strategies and
products to connect capital with
companies and real assets.
By creating long-term sustainable
value for our clients and our
portfolio companies, we underpin
our ability to raise and deploy
future funds.
Shareholder value is driven by
growing our fee-earning AUM and
therefore management fees, and
by making and managing
investments that generate
performance fees and investment
income.
Read more on page 12
Our people
We are proud of our people’s
excellence, commitment and
diverse perspectives. Our
inclusive culture of balancing
ambition, performance and
inclusion remains a cornerstone
of our success.
Read more on page 35
Our strategy
We aim to be a leader in alternative
asset management by scaling up
existing strategies and products;
by scaling out into new areas where
we see meaningful client demand
and attractive investment
opportunities; and by investing
in our platform to meet the needs
of our investment strategies and
our global client base.
Read more on page 5
Our risk mitigation
We ensure that current and
emerging risks are identified,
assessed, monitored, and
controlled to protect
stakeholders’ interests.
Read more on page 40
Find out more
ICG website
www.icgam.com
FY25 Sustainability
and People Report
www.icgam.com/spr
Who we are
ICG is one of the world’s leading alternative
asset managers.
We aim to deliver outstanding investment
performance to our clients; to provide a range of
attractive capital solutions for corporates and owners
of real assets; and in doing so, to create long-term
sustainable value for all our stakeholders.
Our Annual Report for 2025
This report combines all aspects of ICG’s
performance and reflects how we are addressing
areas which we believe have the potential to have
a material impact on the delivery of our
strategic objectives.
Unless otherwise stated, performance information
is for the year ended 31 March 2025.
ICGAnnual Report & Accounts 2025
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Delivering
on our ambitions
We operate in a dynamic, evolving industry.
During FY25 we generated value for our clients and made
progress in delivering our strategic priorities.
Scaling up
and scaling out
– ICG reinforced our market-leading positions in
GP-led Secondaries and European Direct Lending
– We raised substantial capital for scaling
strategies, particularly in Structured Capital and
Real Assets
– We continued to broaden our client franchise,
including through the launch of our first
wealth-focused evergreen strategy in the US
Read more on page 5
Investing
in our platform
– ICG invested strategically to reinforce our ability
to generate attractive investment returns; to
broaden our marketing and client relations
offering; and to enhance our operating platform
Read more on page 35
Generating
long-term
sustainable value
– Our investment professionals worked with
management teams and other financial partners
to help our portfolio companies deliver long-term
growth
Read more on page 39
1
ICG Annual Report & Accounts 2025
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
2
ICG Annual Report & Accounts 2025
ICG at a glance
Through our unique waterfront of
differentiated investment capabilities
across all major regions globally, we
are successfully connecting our clients’
capital with companies and real assets.
Our track record for generating value
for clients underpins our growth:
scaling up our existing capabilities,
and exploring new areas where client
demand and attractive investment
opportunities exist.
In a dynamic and competitive global
landscape, our culture and people are
able to capitalise on the opportunities
we have, and to reinforce our position
as a global leader in alternative asset
management.
AUM
$112bn
Global ambition
Successful delivery
One of the world’s leading alternative asset managers
Scale across asset classes
“Over the last decade ICG has grown
into one of the world’s leading alternative
asset managers, driven by our investment
culture and client focus. As private markets
continue to grow and evolve we are
well positioned to help clients
meet a range of their
private market needs.”
Benoît Durteste
Chief Investment Officer
and Chief Executive
Officer
For more information on individual strategic asset classes
see page 11
For more information on ICG’s local presence see page 33
For more information on individual strategic asset classes see page 11
Investing capital globally
See Chief Executive Officer’s Review on page 7
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
EMEA (excluding UK & Ireland)
50%
Americas
27%
UK & Ireland
20%
APAC
3%
Structured Capital
and Secondaries
Structured Capital
Private Equity Secondaries
28
23
Real Assets
13
Debt
Private Debt
Credit
30
18
AUM ($bn)
Refers to total capital currently deployed, latest available data.
3
ICG Annual Report & Accounts 2025
ICG at a glance continued
People and culture are at the core of what we do and the
value we create. We focus on developing world-class teams,
preserving the entrepreneurial spirit which makes us
special, and creating a culture that is inclusive and impactful
on a corporate and a personal level.
Supporting ICG’s growth
As we continue to scale, we aim to have a wide range of
people joining our firm and then invest heavily in their
development and success.
Net growth in employees
7.7%
(2024: 9.4%)
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Disciplined financial growth
Attractive financial profile
– Visible and recurring management fees: charged largely on committed
capital or invested cost, with minimal market impact and redemption risk
– Diversification: our broad waterfront of products, multiple
vintages of funds and low client concentration results in highly diversified
income streams
– Operating leverage: as strategies scale, our management fees have grown
significantly faster than cost base, resulting in substantial margin expansion
– Cash generative: management fees and costs are largely cash and our
balance sheet has a track record of cash generation
– Valuable balance sheet: co-invested alongside our funds to align interests
with clients, and deployed to scale out our waterfront of products, our
balance sheet has been a key driver of ICG’s ability to grow our client
franchise and fee income
Profitable growth
Fee-earning AUM Fee income FMC profit before tax (PBT)
A culture of innovation and growth
See Our People on page 36
“Our strategic positioning and long-term
approach to capital allocation,
underpinned by the attractive financial
characteristics of our business, have
delivered an outstanding track record
of growth.”
David Bicarregui
Chief Financial Officer
See Finance review on page 17
“Our people and culture remain
the cornerstone of executing
our strategy, and are the key
driver of our success.”
Antje Hensel-Roth
Chief People and
External Affairs Officer
$39.6bn
$75.1bn
1.9x
£278m
£690m
2.5x
£183m
£461m
2.5x
FY20 FY25 FY20 FY25 FY20 FY25
People
1
686
(2024: 637)
1. Permanent employees
4
ICG Annual Report & Accounts 2025
Why invest in ICG
Attractive, structural growth
Client demand
Allocations to private markets are expected to show
continued growth, supported by attractive returns,
lower volatility, more availability of strategies, and
the increasing importance of private markets in the
global economy.
$9tn
Forecast increase in private markets AUM,
2024 - 2029
Source: Preqin as of September 2024.
Investment opportunities
in private markets
An increasing number of businesses are looking
to private markets for capitalisation to facilitate
succession or to invest in growth initiatives.
As private capital markets have scaled and
broadened into new areas, more companies and
owners of real assets have looked beyond traditional
forms of financing to help meet their growth
ambitions. This in turn has led to a growing investable
universe for private market managers who have
strong origination capabilities.
ICG is one of the world’s leading firms in the dynamic,
structurally growing area of private markets, connecting
capital with corporates and real assets globally.
Our differentiated waterfront of investment strategies
and products, along with our business model and our
people, allow us to meet client needs and to generate
long-term value for shareholders.
We have a strong and growing track record
of successfully delivering on our ambitions.
Clear framework for generating shareholder value
Execute successfully
Generate revenue
Leverage operational platform
Deliver shareholder return
See page 26 Dividend policy
Grow fee-earning
AUM
Invest and manage
Management
fees
Performance
fees
Net investment
returns
Operating costs
Profitability and cash
Earnings
growth
Capital generation
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
As private markets continue to evolve, we expect a positive cycle of growing client demand and increasing
investment opportunities to benefit managers such as ICG who can offer scaled solutions across a wide
range of strategies and who a have a track record of generating value for clients.
Differentiated exposure
to private markets
growth globally
5
ICG Annual Report & Accounts 2025
Why invest in ICG continued
See more information on our Strategy on page 13
Invest in our platform
A world-class platform supports our client experience and product
innovation, helps leverage insight from the vast amount of data across
our firm, and helps protect ICG in a regulated global landscape.
Fee-earning AUM
The resources to execute Track record of growth
Drivers of future shareholder value
People and culture
Our business is deeply relationship-based.
We benefit from our local teams having
a strong track-record and an excellent
network that enables them to originate
and execute on investment and
fundraising opportunities.
Read about Our People on page 36
Strategic
Differentiated client offering
We have a waterfront of differentiated
investment strategies and products,
enabling a wide variety of clients to access
a range of private markets globally.
Blue-chip client footprint
Our client base is diverse and global.
It includes some of the world’s largest
sovereign wealth funds, asset managers,
pension plans and insurance companies,
as well as family office and wealthy
individuals.
Scaling up
Managing more AUM through our existing strategies enables clients
to allocate more capital to us, helps widen our addressable investment
universe, and creates substantial financial operating leverage for ICG
shareholders.
Scaling out
Having an appropriately broad waterfront of investment strategies,
along with fund structures and products to enable a range of clients to
efficiently access those strategies, ensures we are relevant to our large
and evolving client base.
Use of capital generated over last five years
1
1. Total EPS FY20 – FY24 inclusive, internal
investments defined as cumulative APM EPS
less cumulative declared dividends.
We balance capital allocation decisions between investing in the
business and returning capital to shareholders, all underpinned by
ensuring we have a robust balance sheet.
Investing in the business includes committing balance sheet capital
alongside clients in existing strategies, developing new strategies,
investing in our platform, and exploring other strategic uses of our
financial resources.
Our progressive dividend policy is our principal route of returning
capital to shareholders (see page 26).
1.9x
Five-year growth
>790
Institutional
clients globally
Financial
Visible and recurring
management fee revenue
>90% of our AUM is in long-duration,
closed-end funds. This provides visible
and recurring streams of management fee
income with very limited mark-to-market
exposure, enabling us to plan for the
long term.
Strategically powerful balance sheet
Our well capitalised, robust and valuable
balance sheet enables us to seed new
strategies, align interests with our clients,
and generate value for our shareholders.
£604m
Management
fee revenue
859p
NAV per share
Fee-earning AUM directly drives our
management fees. We have a strong
track record of raising and deploying
capital, growing our fee-earning AUM
substantially.
Fee income
2.5x
Five-year growth
Management fees are visible, resilient
streams of income that are generally
not impacted by fund valuations.
Performance fees account for 10-15%
of our total fee income.
FMC PBT
2.5x
Five-year growth
Disciplined approach to capital allocation
Dividend declared
47%
Internal investments
53%
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
There is substantial operating leverage
within our business model. As our
investment strategies have scaled, the
growth in our FMC PBT has outpaced
the growth of our fee income.
>700
Employees
(Permanent and FTC)
Dear shareholders
During another busy year for our business, your Board
has continued to focus on supporting ICG’s growth
and evolution. The financial results for the year
continue to demonstrate considerable progress, and
the firm remains on a long-term trajectory of
profitable growth (see page 17). Looking to the future,
we have supported the executive team as it has
continued to reinforce the depth of the firm’s senior
management, and evolved our own membership as we
plan for the future. In addition, the Board has held a
detailed strategy review to ensure the continued
success of the firm in the years ahead (see page 65).
From May 2025, a Management Committee is being
formed to work with the Executive Directors in
considering and executing the operation of the
Group’s business. The Committee is comprised of the
three Executive Directors and a number of senior
executives who head business divisions.
Once again, the Board has benefited from hearing
shareholder views. I have held a number of meetings
with current and potential shareholders during the
year and look forward to more in the coming years ─
transparency and communication are important
attributes of a well-governed firm. It is clear to me
that our business model and position within the
global alternative asset management landscape
leaves us well positioned for further success; that this
sector is likely to continue to attract more interest
from the public markets; and that we enjoy strong
support from our shareholders to continue to scale up
and out.
We remain aware of the regulatory and governance
requirements that are incumbent on UK boards.
Although your Board is performing well, we are
aware that standards evolve and boards must rise to
meet new challenges. Our Board review process
concluded that your Board continues to operate
cohesively and effectively; however we continue to
evolve our membership and practices in the light of
these standards. The Board has a diverse
membership in terms of gender, experience and
background; and that diversity of thought contributes
to the Board’s effectiveness. A culture of open
discussion and listening to different perspectives has
been an important component of ICG’s success to
date, and will continue to be a priority for your Board.
Your Board believes that the Group should act as a
responsible participant in society and that our
strategy should reflect this. The impacts of our
decisions on different stakeholder groups are
uppermost in our minds and you can read more detail
on how various stakeholders were considered as part
of the Board’s decision-making process on page 35.
Over the course of the year, we have engaged in
discussions about the sustainability framework
within which our Group operates, carefully
considering the most effective ways to address them
and ensuring proper Board oversight. In addition, we
have placed continued emphasis on our broader
stakeholder base, dedicating resources to employee
growth through advanced training and development
programs, contributing to the community through
charitable contributions, and driving forward a
variety of inclusion initiatives, including a detailed
focus on gender diversity amongst investment staff
(explained in detail on page 83). Looking ahead, we
remain committed to focusing on our wider societal
contributions and the impact of our public presence.
Sonia Baxendale joined the Board during the year and
has already begun to be a valued contributor at our
meetings. We also look forward to welcoming Robin
Lawther to the Board. She will join the Company as a
Non-Executive Director on 1 November 2025.
Throughout the year, the Board and its Committees
carefully considered the revised Corporate Governance
Code and continued to comply with those
requirements for the year ended 31 March 2025.
The Board remains grateful for your support
throughout the year, and we look forward to
continuing our constructive dialogue.
William Rucker
Chair
20 May 2025
6
ICG Annual Report & Accounts 2025
Chair's introduction
High standards
of governance for
responsible growth
“Your Board will continue
to seek growth across our
business, overseen by a
high quality governance
process.”
William Rucker
Chair
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
ICG has accomplished a lot in
the twelve months covered in
this report.
FY25 was a milestone year for us, both in terms of the
results achieved and in securing visibility on future
growth. We are delivering on our ambition of having
breadth at scale, which is underpinned by our belief
that clients are concentrating their resources on GPs
with whom they can deploy significant amounts of
capital into a range of private markets strategies, with
top-tier investment performance. Managers such as
ICG who are able to meet those demands are clearly
benefiting and are seeing an increasing proportion of
client business.
As I reflect on the year, a number of highlights stand
out: We attracted $24bn of client capital; We
launched our first US evergreen strategy (Core
Private Equity) and our first Asian Infrastructure
fund; We opened offices in three new locations; and
We made a number of important hires across our
platform, in particular into our Client Solutions Group
and key investment strategies.
Our waterfront of products today enables our clients
to access a number of attractive, large and growing
private markets asset classes. We have organically
built leading positions in structured capital,
secondaries and debt, and have a real assets platform
that is positioned for growth. This is reflected in our
AUM, with Structured Capital and Secondaries
accounting for ~46% , Real Assets for ~12% and Debt
strategies account for ~42%.
We are proud of the platform that this has created:
– Our flagship strategies (European Corporate,
Strategic Equity and Senior Debt Partners) have
leading positions in their markets
– Our scaling strategies (Mid-Market, Infrastructure,
Real Assets, LP Secondaries and North America
Credit Partners) are successfully attracting capital
from clients and originating attractive investment
opportunities
As a result, in a challenging market environment we
are raising more capital from more clients into more
strategies. This is visible in our fundraising for FY25,
where we attracted 122 new institutional clients and
raised 35% of the capital from the Americas. We had
a number of final closes during the year including:
– SDP V ($17bn
1
fund size, $4.9bn raised in FY25):
the largest ever direct lending fund in Europe
2
– SE V ($11bn
1
fund size, $5.8bn raised in FY25): the
world’s largest GP-led secondaries fund focused on
single asset continuation vehicles
– Europe Mid-Market II (€3bn
1
fund size, €1.3bn
raised in FY25): ICG’s largest ever vintage-to-
vintage upsize, 3x larger than Europe Mid-Market I
– NACP III ($1.9bn
1
fund size, $0.3bn raised in FY25):
50% increase in client capital compared to
predecessor fund
7
ICG Annual Report & Accounts 2025
Chief Executive Officer’s Review
Delivering a milestone
year for ICG
“ICG is clearly a manager of
choice for clients. Our broad
waterfront of products,
investment track record, and
financial strength position us
for many years of growth.”
Benoît Durteste
CEO and CIO
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
1. Refers to the total programme, including co-mingled fund,
other associated vehicles such as SMAs and annex sidecar
vehicles, and the GP and ICG plc commitments.
2. At time of closing.
From a shareholder perspective, this breadth at scale
results in increasingly large and diverse management
fees, and significant operating leverage.
Management fees have grown at an annualised rate
of 19% in the last five years, and were £604m in
FY25. Over the same time period, our group
operating expenses grew at an annualised rate of
12%.
Transaction levels in the buyout market remained
subdued in the year. Against that backdrop, we saw
deployment and realisations notably higher than our
average over the prior four years. In part this is a
reflection of our size, and in part due to the nature of
our investment strategies. Structured Capital and
Secondaries drove deployment
3
, accounting for
$11.6bn out the total $17.5bn, while Real Assets
enjoyed its largest ever year of deployment at $2.4bn.
Realisations
3
were driven by Private Debt, which
accounted for $5.2bn of the total $8.9bn.
Competitive leveraged loan markets over the last 12
months along with subdued buyout levels have
impacted the private debt landscape. We view this as
a natural ebb-and-flow of the credit cycle, and it
follows a very attractive period for direct lending in
recent years.
Looking ahead, FY26 has started with notably higher
levels of volatility and uncertainty. In the face of this
we can remain measured and thoughtful, but never
complacent, as we reflect on our positioning as a firm.
Our fundraising over the last twelve months has
anchored our management fees and dry powder for
this fundraising cycle; FY26 and potentially FY27
were always going to be low points in our fundraising
cycle irrespective of the market environment.
The current geopolitical environment may result in a
meaningful long-term shift in economic policy and
capital flows. In the short-term, transaction activity is
likely to remain relatively low by historical standards,
although debt strategies, structured capital and
secondaries may be relative bright spots. We will
remain very disciplined in our investment process,
and are in the fortunate position that none of our
strategies are under pressure to deploy capital.
Taking a longer perspective, the range of possible
outcomes is wide and I believe the best-positioned
private markets managers are those who prioritise
investment performance, have strong origination
capabilities, and have a range of strategies across
asset classes and geographies
We are proud of our European heritage and of our
global presence. We manage capital on behalf of
clients from Asia, America and Europe, and today
approximately 25% of our capital is deployed in North
America and 70% in Europe. Our global footprint
combined with our focus on services-centric
businesses and our breadth of differentiated
investment strategies combine to make ICG an
attractive proposition for clients seeking exposure to
private markets and for portfolio companies seeking
private capital.
I therefore see significant opportunity to grow all our
investment strategies in the coming years while
maintaining strong investment performance. We are
also actively exploring product innovations and other
strategic opportunities to enhance our client offering
and to generate attractive returns for our
shareholders.
Periods of volatility during our 36-year history have
always served to prove our ability to raise, invest and
deploy capital successfully. In future years, when we
look back on today’s environment, I am confident we
will be able to say that ICG emerged with its
reputation enhanced, its client franchise
strengthened, and its competitive positioning
reinforced.
Thank you for your continued support,
Benoît Durteste
CEO and CIO
8
ICG Annual Report & Accounts 2025
Chief Executive Officer’s Review continued
Overview
Strategic report
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Auditor’s report and financial statements
Other information
3. See page 17.
9
ICG Annual Report & Accounts 2025
Our business model
Positioned for
long-term success
How we create value
Our
resources
We rely on financial and
non-financial resources
to execute our strategy
and to operate our
business model:
– Our reputation
and track record
– Our people
and platform
– Our client franchise
– Our financial resources
Our
purpose
To create long-term
value for our clients
by investing their capital
in privately-owned
companies and assets
Our clients
We develop long-term
relationships and serve
a global, blue-chip
institutional client base
We manage capital
on behalf of a range of
clients including pension
funds, sovereign wealth
funds, family offices and
wealthy individuals
How we
manage risk
We identify and mitigate
the potential impact of
risks on our business and
appropriately set our
risk appetite
Our
strategy
We aim to be a leader
in alternative asset
management by scaling
up existing strategies and
products; by scaling out
into new areas where we
see meaningful client
demand and attractive
investment opportunities;
and by investing in our
platform to meet the
needs of our investment
strategies and clients
The value
we create
We have a wide range of
stakeholders who share
our in success
Overview
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Auditor’s report and financial statements
Other information
Our strategic positioning, financial
characteristics and strong cultural identity
enable us to manage the business with
a clear long-term focus.
What
we do
We manage a
differentiated waterfront
of investment strategies
that enable us to connect
our clients’ capital with
companies and owners
of real assets globally
We seek to generate
attractive risk-adjusted
returns on those
investments, and in turn
to grow our business in
our chosen markets
10
ICG Annual Report & Accounts 2025
Our business model continued
We require financial and non-financial
resources to execute our strategy and
to operate our business.
Reputation and track record
Since our founding in 1989 we have built and protected our reputation
for having a strong investment focus; an innovate and entrepreneurial
culture; and a track record of delivering value for our clients.
People and platform
We are a world-class firm of outstanding professionals, and we form a
purposeful community between our colleagues, the businesses with
which we work, and our clients.
Our business is organised to reflect our emphasis on investment
performance, client focus, and operational excellence. We succeed
because of our people and culture demonstrating integrity, inclusion
and collaboration.
See Our People page 36
Client franchise
Our global client solutions group ensures that we continue to
understand and meet the requirements of our clients.
Our strong client franchise enables us to grow existing strategies and
to launch new strategies.
Financial resources
Our visible, recurring management fee income enables us to plan with
a long-term view; and our strategic and valuable balance sheet enables
us to seed and accelerate new strategies and to align our interest with
our clients.
See Finance Review page 17
We have built a differentiated
waterfront of strategies with a
clear focus on investment
performance; strong origination
platforms; and a global client
franchise and distribution
network.
These attributes have enabled
usto support companies to grow;
to help clients to meet their
investment goals; and to generate
value for our shareholders and
other stakeholders.
Our purpose
Our purpose is to create long-term
value for our clients by investing their
capital in privately-owned companies
and assets.
Our culture of balancing ambition, performance and inclusion
remains a driver of our success.
We have the strategic and financial resources necessary to capitalise
on future opportunities and to continue to generate long-term value
for our shareholders and clients.
Our resources
Overview
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Other information
11
ICG Annual Report & Accounts 2025
Our business model continued
Our asset classes
We manage our AUM across five asset classes, providing capital to our
portfolio companies across the capital structure in the most appropriate
form to meet their needs.
Provides structured capital solutions to
private companies, including both control
transitions and minority investments
25% AUM
We manage a differentiated
waterfront of strategies,
accessible by a range of
products, that enable us to
connect our clients’ capital
with companies and owners
of real assets globally.
We seek to generate
attractive risk-adjusted
returns on those investments,
and in turn to grow our
business in our chosen
markets.
1. Grow fee-earning AUM
We raise capital from clients across a range of investment strategies.
By broadening our product offering, we grow our client base and our
business with existing clients.
What we do
Our value chain
2. Invest
We use our origination platform and investment expertise to secure
attractive opportunities on behalf of our clients.
3. Manage and Realise
We work to help our portfolio companies and assets develop, grow and
to deliver long-term sustainable value.
Structured Capital and Secondaries
21% AUM
Real Assets
Provides debt and equity capital to assets and companies within real estate
and infrastructure
12% AUM
Overview
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Other information
Structured Capital Private Equity Secondaries
Provides liquidity solutions to both GPs
and LPs, by investing in high-quality
private equity assets globally
Debt
Private Debt Credit
Provides debt financing to high quality
corporate borrowers
26% AUM
Invests in sub-investment grade tradable
credit and asset-backed finance
16% AUM
12
ICG Annual Report & Accounts 2025
Our business model continued
We develop long-term
relationships and serve a
global, blue-chip institutional
client base.
We manage capital from a
range of underlying sources
including pension funds,
sovereign wealth funds,
familyoffices and wealthy
individuals.
Our clients
Growing global client base
1
Client engagement
Client split by geography
Client split by type
EMEA (excluding UK & Ireland)
37%
Americas
32%
APAC
18%
UK & Ireland
13%
Pension
28%
Insurance Company
15%
Asset Manager
13%
Family Office
13%
Foundation/Endowment
12%
Wealth
4%
Other
15%
1. Investor count, excluding CLOs.
200
439
793
FY15 FY20 FY25
Overview
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Other information
Client geography and type shown by number of clients,
excluding CLOs and listed vehicles.
Client geography and type shown by number of clients.
Read more about how we are investing in our platform on page 14
85
professionals
globally, local
engagement
model
Building
long-term,
strategic client
relationships
Deepening
partnerships with
distributors to
private wealth
investors
13
ICG Annual Report & Accounts 2025
Our business model continued
See Managing Risks on page 39
Capital is continuing to be allocated to private
markets, which in turn is providing financing
to an increasingly wide range of corporates
and real assets.
ICG is a meaningful contributor to this structural
trend, in executing on our purpose to create long-
term value by providing flexible and sustainable
capital that helps businesses develop and grow.
We ensure that we remain attractive to our
client base by offering a range of differentiated
investment strategies that generate attractive
returns, that are accessible through efficient
products, and where clients can deploy substantial
capital to help meet their investment objectives.
We identify and mitigate
the potential impact of
risks on our business and
appropriately set our
risk appetite.
How we manage risk
Scaling up
Managing more AUM through our
existing strategies enables clients to
allocate more capital to us, helps widen
our addressable investment universe,
and creates substantial financial
operating leverage for ICG
shareholders.
Our strategy
Building on positions of strength
More established strategies and investment
products have strong track records and client
followings.
Raising capital here is strategically valuable to
ICG in building further market position, and these
strategies scale the largest clients globally and can
allocate incrementally more capital to ICG.
Financially these strategies typically consume low
levels of balance sheet capital relative to the client
capital they manage, and have high operating
leverage.
We aim to be a leader
in alternative asset
management by scaling up
existing strategies and
products; by scaling out into
new areas where we see
meaningful client demand
and attractive investment
opportunities; and by
investing in our platform
to meet the needs of our
investment strategies and
our global client base.
Overview
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Other information
Scaling up
Our purpose
To create value by
providing flexible and
sustainable capital that
helps businesses
develop and grow.
Investing in
our platform
Scaling out
14
ICG Annual Report & Accounts 2025
Our business model continued
Ensuring future growth potential
and continuing to meet client needs
by having the right waterfront of
investment strategies, along with
appropriate fund structures
and products.
See Stakeholder Engagement on page 30
See the FY25 Sustainability and People Report:
www.icgam.com/spr
Employees
We invest in our people, provide a safe working
environment, and support a diverse, skilled and
committed workforce.
Clients
Clients entrust us with their capital to invest on
their behalf. Creating value for our clients through
investing and managing their capital is central to
our purpose.
Shareholders and lenders
We generate an attractive risk-adjusted return
through a combination of income and growth for
our capital providers, with the return on our
operations exceeding our cost of capital.
Suppliers
We ensure our suppliers are engaged with our
business to better meet our needs and to enable
usto understand their perspective.
Community
We are committed to serving and supporting our
wider community through financial and non-
financial means.
Natural environment
Seeking to reduce potential negative impacts on
the natural environment where relevant.
Regulators
Understanding and adhering to the standards set is
of paramount importance to our success as an asset
manager.
Investing in our platform We have a wide range of
stakeholders who share
our in success.
Our business strategy
Scaling out
The value we create
Optimising our waterfront of strategies
We have a number of seeding and scaling
strategies that open significant addressable
markets to ICG. We use our balance sheet to help
accelerate the growth of these strategies and to
support fundraising to generate management
feeincome.
In addition to exploring new investment
strategies, we regularly review the products that
we offer, and where appropriate we offer clients
access to existing investment strategies through
new product designs and structures.
Supporting our client experience
and product innovation, as well as
protecting ICG in a regulated global
landscape.
Delivering efficient growth
Investments in our platform support our client
offering and experience, including our client
solutions group and operational areas such as
client onboarding and ongoing fund reporting.
As the market evolves, clients become ever-more
sophisticated and ICG scales and broadens, these
areas are crucial to growing and managing our
client base.
In addition, investments in areas such as AI,
technology and operations help us to take
advantage of the substantial data we have at our
disposal; to efficiently manage internal processes
as we grow; and to protect ICG from financial and
non-financial harm.
Overview
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Other information
15
ICG Annual Report & Accounts 2025
Key performance indicators
Key Performance Indicator
Fee-earning AUM
Weighted-average fee rate
Fund Management
Company operating margin
Deployment of direct
investment funds
Percentage of realised assets exceeding
performance hurdle
Rationale
Growing fee-earning AUM is a key driver of the
Group’s management fees, when combined with the
weighted-average management fee rate.
Rationale
The weighted-average management fee rate on fee-
earning AUM indicates the level of management fees
the Group earns on its fee-earning AUM. Fee rates
vary across our strategies, and the weighted-average
fee rate will depend on, amongst other things, the
composition of fee-earning AUM.
Outcome
The effective management fee rate on our fee-
earning AUM at the period end was 0.97% (FY24:
0.92%).
The UK-adopted IAS financial information on page
119 includes the impact of the consolidated funds
which are determined by UK-adopted IAS to be
controlled by the Group, although the Group’s loss
exposure to these funds is limited to the capital
invested by the Group in each fund and the
associated net investment returns.
The glossary on page 189 includes the definitions of
these alternative performance measures and
reconciliation to the relevant IFRS measures.
Our Key Performance Indicators (KPIs)
help us monitor our progress:
See more on our strategic objectives
on page 13
Outcome
Fee-earning AUM of $75.1bn up 8% compared to
FY24 on a constant currency basis. See page 17 for
further discussion.
Progress
against our KPIs
Our KPIs include alternative performance
measures, providing additional insight into the
performance of our business.
Alternative performance measures
Fee-earning AUM $bn
$75.1bn
Weighted-average fee rate %
0.97%
2021
2022
2023
2024
2025
46.7
58.3
62.8
69.7
75.1
2021
2022
2023
2024
2025
0.88
0.92
0.81
0.90
0.97
Overview
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Other information
16
ICG Annual Report & Accounts 2025
Key performance indicators continued
Outcome
The FMC operating margin was 60.2% (FY24:
57.4%). See page 24 for further discussion.
Outcome
During the period we deployed a total of $17.5bn of
AUM on behalf of our direct investment funds
(FY24: $7.7bn).
Rationale
An indicator of our ability to manage portfolios to
maximise value is the level of realised assets for
which the return is above the fund performance
hurdle rate. This is the minimum return level clients
expect and the point at which the Group earns
performance fees.
Outcome
Our strategies continued to perform strongly. The
outcome for the year on this KPI is in line with our
long-term average.
Rationale
The FMC operating margin is a measure of the
efficiency of our fund management activities.
Rationale
Direct investment funds have a defined investment
period. We monitor progress against a straight-line
deployment basis as an indicator of timing for
subsequent fund raising.
FMC operating margin %
60%
Deployment of direct
investment funds %
Percentage of realised assets
exceeding performance hurdle %
88%
Key to deployment funds
Europe VIII
LP Secondaries I ICAP IV
RE Partnership VI
2021
2022
2023
2024
2025
52.1
55.8
57.5
57.4
60.2
2021
2022
2023
2024
2025
88.2
89.3
89.5
94.3
88.3
% investment period
LTD invested % of funds at 31 Mar 25
Overview
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Other information
AUM
At 31 March 2025, AUM stood at $112bn and fee-earning AUM at $75bn. The bridge between AUM and fee-
earning AUM is as follows:
$m
Structured
Capital and
Secondaries Real Assets Debt
Seed
investments Total
Fee-earning AUM
36,086 7,711 31,330 — 75,127
AUM not yet earning fees
3,882 1,222 14,970 — 20,074
Fee-exempt AUM
9,073 3,487 1,314 — 13,874
Balance sheet investment portfolio
1
2,458 502 (57) 379 3,282
AUM
51,499 12,922 47,557 379 112,357
AUM is presented across three asset classes (previously four) with no change in measurement.
1.
Includes elimination of CLO equity $630m (£488m) held by ICG already included within fee-earning AUM.
At 31 March 2025 we had $32bn of AUM available to deploy in new investments (‘dry powder’), of which
$20bn was not yet earning fees.
The presentation of our AUM has evolved compared to FY24. We are now showing three verticals (Structured Capital and
Secondaries, Real Assets, and Debt) and within that, five asset classes (Structured Capital, Private Equity Secondaries, Real Assets,
Private Debt, and Credit). The composition of Structured Capital and Secondaries is the same as what was previously called
Structured and Private Equity; Real Assets remains unchanged; and Debt combines what was previously called Private Debt and
Credit.
Business activity
Year ended 31 March 2025
Fundraising Deployment
1
Realisations
1,2
Structured Capital and Secondaries
$13bn $12bn $2bn
Real Assets
$2bn $2bn $1bn
Debt
3
$8bn $4bn $5bn
Total
$24bn $18bn $9bn
1
Direct investment funds; 2
Realisations of fee-earning AUM; 3
Includes Deployment and Realisations for Private Debt only.
The Board and management monitor the financial performance of the Group on the basis of Alternative Performance Measures
(APM), which are non-UK-adopted IAS measures. The APM form the basis of the financial results discussed in this review, which the
Board believes assist shareholders in assessing their investment and the delivery of the Group’s strategy through its financial
performance.The substantive difference between APM and UK-adopted IAS is the consolidation of funds, including seeded
strategies, and related entities deemed to be controlled by the Group, which are included in the UK-adopted IAS consolidated
financial statements at fair value but excluded for the APM in which the Group’s economic exposure to the assets is reported.
Under IFRS 10, the Group is deemed to control (and therefore consolidate) entities where it can make significant decisions that can
substantially affect the variable returns of investors. This has the impact of including the assets and liabilities of these entities in the
consolidated statement of financial position and recognising the related income and expenses of these entities in the consolidated
income statement.The Group’s profit before tax on a UK-adopted IAS basis was in-line with prior period at £530.5m (FY24: £530.8m).
On the APM basis it was below the prior period at £532.2m (FY24: £597.8m).
Details of these adjustments can be found in note 4 to the consolidated financial statements on pages 129 to 135.
17
ICG Annual Report & Accounts 2025
Finance review
Increased
earnings power
and cash generation
“We are reporting growth
across all key metrics for ICG.
Our powerful financial model
is creating long-term value for
shareholders.”
David Bicarregui
Chief Financial Officer
Overview
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Other information
AUM and FY25 fundraising
AUM of $112bn
AUM ($m)
Structured
Capital and
Secondaries Real Assets Debt
Seed
investments Total
At 1 April 2024
40,872 10,815 46,246 499 98,432
Fundraising
13,247 2,256 8,149 — 23,652
Other additions
939 1,088 349 — 2,376
Realisations
(2,836) (831) (6,715) — (10,382)
Market and other movements
(899) (401) (456) — (1,756)
Balance sheet movement
176 (5) (16) (120) 35
At 31 March 2025
51,499 12,922 47,557 379 112,357
Change $m
10,627 2,107 1,311 (120) 13,925
Change %
26% 19% 3% n/m 14%
Change % (constant exchange rate)
1
26% 18% 3% n/m 14%
Fee-earning AUM of $75bn
Fee-earning AUM ($m)
Structured
Capital and
Secondaries Real Assets Debt Total
At 1 April 2024
28,334 7,733 33,591 69,658
Funds raised: fees on committed capital 9,868 1,336 — 11,204
Deployment of funds: fees on invested capital 2,114 581 6,432 9,127
Total additions
11,982 1,917 6,432 20,331
Realisations
(2,276) (1,407) (8,540) (12,223)
Net additions/(realisations)
9,706 510 (2,108) 8,108
Stepdowns
(1,795) (218) — (2,013)
FX and other
(159) (314) (153) (626)
At 31 March 2025
36,086 7,711 31,330 75,127
Change $m
7,752 (22) (2,261) 5,469
Change %
27% —% (7) % 8%
Change % (constant exchange rate)
1
27% (2) % (7) % 8%
1. See page 28 for FX exposure of fee-earning AUM, fee income, FMC expenses and Balance sheet investment portfolio.
FY26 fundraising
At 31 March 2025, closed-end funds and associated SMAs that were actively fundraising included Europe IX;
European Infrastructure II; and various other strategies. We expect to hold the final close for European
Infrastructure II by June 2025. We anticipate launching LP Secondaries II during FY26. The timings of launches
and closes depend on a number of factors, including the prevailing market conditions.
Group financial performance
£m unless stated
Year ended
31 March 2024
Year ended
31 March 2025 Change %
Management fees 505.4 603.8 19%
of which catch-up fees 4.6 61.8 n/m
Performance fees 73.7 86.2 17%
Third-party fee income
579.1 690.0 19%
Other Fund Management Company income
72.9 76.0 4%
Fund Management Company revenue
652.0 766.0 17%
Fund Management Company operating expenses
(277.5) (304.6) 10%
Fund Management Company profit before tax
374.5 461.4 23%
Fund Management Company operating margin
57.4% 60.2% 3%
Net investment return
379.3 192.5 (49) %
Other Investment Company Income
(31.3) (14.6) (53) %
Investment Company operating expenses
(100.4) (86.7) (14) %
Interest income
21.5 19.2 (11) %
Interest expense
(45.8) (39.6) (14) %
Investment Company profit before tax
223.3 70.8 (68) %
Group profit before tax
597.8 532.2 (11) %
Tax
(78.5) (79.8) 2%
Group profit after tax
519.3 452.4 (13) %
Earnings per share
181.5p 157.5p (13) %
Dividend per share
79.0p 83.0p 5%
Group operating cash flow
359.0 518.0 44%
Total available liquidity
£1.1bn £1.1bn (2) %
Balance sheet investment portfolio
£3.1bn £3.0bn (1) %
Total Balance Sheet Return
£426.3m
£240.8m (44) %
Net gearing
0.38x
0.25x (0.13)x
Net asset value per share
1
790p 859p 9%
1. The number of shares used to calculate NAV per share has been adjusted to include shares held in the EBT, to reflect how the
Group uses the EBT to neutralise the impact of share-based payments (a different basis to Group earnings per share). See page 26
for details. Prior period NAV per share figures have been adjusted to reflect this methodology.
18
ICG Annual Report & Accounts 2025
Finance review continued
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Other information
19
ICG Annual Report & Accounts 2025
Finance review continued
How fee-earning AUM develops in closed-end funds
A strategy charging fees on committed capital USD billions A strategy charging fees on invested capital USD billions
AUM
Deployed AUM Dry powder
Fee-earning AUM
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10
Basis of
charging
management
fees
Fund 1
Fund 2
Fund 3
Committed capital Invested capital
Committed capital Invested capital
Committed capital
AUM
Deployed AUM Dry powder
Fee-earning AUM
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10
Basis of
charging
management
fees
Fund 1
Fund 2
Fund 3
Invested capital
Invested capital
Invested capital
Fees are charged on total committed capital during a fund’s investment period. All commitments to
the fund are charged fees from the date of the ‘first close’, irrespective of when the commitment is
made. The first fee payment clients make can therefore include fees that relate to prior fiscal years.
Those fees are booked in the year they are received and are referred to as ‘catch-up fees’.
Successor funds are launched typically once a fund is 85–90% invested.
At this point, the previous vintage of the fund ‘steps down’ to charge fees on invested capital,
potentially with a reduction in fees of ~25bps. As the fund realises investments, the invested capital
base is reduced.
Fees are charged on the original cost of total invested capital for the entirety of the fund’s life.
The fee-earning AUM therefore increases as capital is deployed, and reduces as the fund
realises investments.
No ‘step down’ in fees when a successor fund is launched.
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Other information
Group financial performance continued
Structured Capital and Secondaries
Overview
Seeding strategies
Scaling strategies Flagship strategies
Life Sciences
European Mid-Market
Asia Pacific Corporate
LP Secondaries
Core Private Equity
European Corporate
Strategic Equity
Year ended
31 March 2024
Year ended
31 March 2025
Year-on-year
growth
1
Last five years
CAGR
1,2,5
AUM
$40.9bn $51.5bn 26% 29%
Structured Capital
$22.7bn $28.4bn 25% 22%
Private Equity Secondaries
$18.2bn $23.1bn 27% 43%
Fee-earning AUM
$28.3bn $36.1bn 27% 24%
Structured Capital
$16.2bn $19.6bn 20% 17%
Private Equity Secondaries
$12.1bn $16.5bn 36% 36%
Fundraising
$5.4bn $13.2bn n/m
Deployment
$1.7bn $11.6bn n/m
Realisations
3
$0.8bn $2.3bn n/m
Effective management fee rate
1.24% 1.25% +1bps
Management fees
£284m £366m 29% 22%
Performance fees
£53m £84m 59% 28%
Balance sheet investment portfolio
£1.8bn £1.9bn
Total Balance Sheet Return
4
£232.5m £151.8m 16%
1. AUM on constant currency basis.
2. AUM calculation based on 31 March 2020 to 31 March 2025.
3. Realisations of fee-earning AUM.
4. NIR, including CLO dividends for Debt.
5. Five-year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.
Performance of key funds
Vintage
Total fund
size
1
Status % deployed Gross MOIC Gross IRR DPI
Structured Capital
Europe VI
2015
€3.0bn Realising 2.2x 23% 191%
Europe VII
2018
€4.5bn Realising 2.0x 18% 67%
Europe VIII
2021
€8.1bn Realising 1.3x 16% 11%
Europe IX
Fundraising
Europe Mid-Market I
2019
€1.0bn Realising 1.7x 25% 47%
Europe Mid-Market II
2023
€2.6bn Investing 35% 1.1x 25% —
Asia Pacific III
2014
$0.7bn Realising 2.2x 18% 102%
Asia Pacific IV
2020
$1.1bn Investing 76% 1.3x 13% 1%
Private Equity
Secondaries
Strategic Secondaries II
2016
$1.1bn Realising 3.0x 46% 200%
Strategic Equity III
2018
$1.8bn Realising 2.7x 34% 76%
Strategic Equity IV
2021
$4.3bn Realising 1.5x 22% 3%
Strategic Equity V
2023
$7.7bn Investing 39% 2.9x
>100%
—
LP Secondaries I
2022
$0.8bn Investing 91% 2.3x 60% 31%
Key drivers
Business activity
Fundraising: European Corporate ($6.0bn), Strategic Equity ($5.8bn),
Mid Market II ($1.4bn)
Deployment: Mostly driven by European Corporate ($6.4bn) and
Strategic Equity ($3.7bn)
Realisations: European Corporate ($1.4bn), Strategic Equity ($0.7bn)
Fee income
Management fees: Increase largely driven by strong fundraising in
Strategic Equity and Mid-Market. Catch-up fees of £49m (FY24:
£3.7m), driven by Strategic Equity and Mid-Market
Performance fees: Additional revenue accrued for Europe VII as it
moved closer to its hurdle date
Balance sheet investment portfolio
Return largely driven by European Corporate
Fund performance
Year-on-year growth across key funds
1. Refers to commingled fund size.
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Real Assets
Overview
Seeding strategies
Scaling strategies Flagship strategies
-
European Infrastructure
Asia-Pacific Infrastructure
Real Estate Equity Europe
Real Estate Debt
-
Year ended
31 March 2024
Year ended
31 March 2025
Year-on-year
growth
1
Last five years
CAGR
1, 2, 5
AUM
$10.8bn $12.9bn 18% 18%
Fee-earning AUM
$7.7bn $7.7bn (2) % 14%
Fundraising
$1.0bn $2.3bn n/m
Deployment
$2.2bn $2.4bn 9%
Realisations
3
$0.9bn $1.4bn 56%
Effective management fee rate
0.94% 0.97% +3bps
Management fees
£56m £77m 36% 25%
Performance fees
— —
Balance sheet investment portfolio
£0.4bn £0.4bn
Total Balance Sheet Return
4
£44.2m £30.0m 8%
1. AUM on constant currency basis.
2. AUM calculation based on 31 March 2020 to 31 March 2025.
3. Realisations of fee-earning AUM.
4. NIR, including CLO dividends for Debt.
5. Five-year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.
Performance of key funds
Vintage
Total fund
size
1
Status % deployed Gross MOIC Gross IRR DPI
Real Estate Partnership
Capital IV
2015 £1.0bn Realising 1.1x 4% 98%
Real Estate Partnership
Capital V
2018 £0.9bn Realising 1.2x 7% 50%
Real Estate Partnership
Capital VI
2021 £0.6bn Investing
83%
1.2x 10% 10%
Real Estate Debt Fund
VII
Fundraising
European Infra I
2020 €1.5bn Realising 1.5x 21% 57%
European Infra II
Fundraising
Infrastructure Asia
Fundraising
Metropolitan II
Fundraising
Strategic Real Estate I
2019 €1.2bn Realising 1.2x 7% 6%
Strategic Real Estate II
2022
€0.7bn Investing
70% 1.1x 9% —
1. Refers to commingled fund size.
Key drivers
Business activity
Fundraising: Real Estate equity and debt strategies ($0.7bn) and
Infrastructure Europe ($1.4bn)
Deployment: Real Estate equity and debt strategies ($1.9bn),
Infrastructure Europe ($0.5bn)
Realisations: Real Estate equity and debt strategies ($1.1bn),
Infrastructure Europe ($0.3bn)
Fee income
Management fees: Increase largely driven by strong fundraising in
European Infrastructure including catch-up fees of £9m (FY24: £0m)
Performance fees: No performance fees due to early stage of key
carry-eligible funds
Balance sheet investment portfolio
Return mainly driven by Infrastructure Equity, positive NIR in Real
Estate Equity as well while Real Estate Debt is flat YoY
Fund performance
European Infrastructure saw strong value creation in the year, other
strategies broadly flat
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Debt
Overview
Seeding strategies
Scaling strategies Flagship strategies
-
North American Credit Partners
("NACP")
Australian Loans
Liquid Credit
Senior Debt Partners ("SDP")
CLOs
Year ended
31 March 2024
Year ended
31 March 2025
Year-on-year
growth
1
Last five years
CAGR
1,2,5
AUM
$46.2bn $47.6bn 3% 10%
Private Debt
$28.3bn $29.7bn 5% 17%
Credit
$17.9bn $17.9bn (1) % 3%
Fee-earning AUM
$33.6bn $31.3bn (7) % 7%
Private Debt
$15.9bn $13.5bn (15) % 11%
Credit
$17.7bn $17.8bn — 5%
Fundraising
$6.6bn $8.2bn 23%
Deployment
$3.8bn $3.5bn (8) %
Realisations
3
$4.3bn $8.5bn n/m
Effective management fee rate
0.65% 0.64% (1)bps
Management fees
£165m £161m (3) % 12%
Performance fees
£21m £2m n/m 28%
Balance sheet investment portfolio
£0.4bn £0.4bn
Total Balance Sheet Return
4
£57.9m £27.7m 9%
1. AUM on constant currency basis.
2. AUM calculation based on 31 March 2020 to 31 March 2025.
3. Realisations of Fee-earning AUM.
4. NIR, including CLO dividends for Debt.
5. Five-year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.
Performance of key funds
Vintage
Total fund
size
1
Status % deployed Gross MOIC Gross IRR DPI
Private Debt
Senior Debt Partners II
2015
€1.5bn Realising 1.3x 8% 100%
Senior Debt Partners III
2017
€2.6bn Realising 1.2x 6% 66%
Senior Debt Partners IV
2020
€5.0bn Realising 1.2x 11% 44%
Senior Debt Partners V
2022
€7.3bn Investing 49% 1.1x 17% 5%
North American Private
Debt I
2014 $0.8bn Realising 1.5x 16% 136%
North American Private
Debt II
2019 $1.4bn Realising 1.4x 12% 73%
North America Credit
Partners III
2023
$1.9bn Investing 30% 1.1x 19% —%
1. Refers to commingled fund size.
Key drivers
Business activity
Fundraising: SDP ($4.9bn) and NACP ($0.3bn); CLOs ($1.8bn) and
Liquid Credit ($1.0bn)
Deployment: SDP ($2.7bn) and NACP ($0.4bn)
Realisations: SDP($4.7bn) and NACP ($0.3bn); CLOs ($2.8bn) and
Liquid Credit ($ 0.5bn)
Net realisations of $2.1bn within Debt drove a reduction in FEAUM
for the asset class
Fee income
Management fees: Lower than prior year owing to a reduction in
FEAUM due to net realisation activity in SDP
Performance fees: FY24 benefited from performance fees in
Alternative Credit (£13m), which are earned every three years
Balance sheet investment portfolio
Includes the impact of the Group moving to a third-party valuer for
its CLO equity during Q3, bringing the approach in line with wider
market practice. Net effect of the assumptions applied by the third-
party valuer increased the value of the CLO equity held on the
balance sheet by £20m compared to the assumptions applied by the
Company at 31 March 2024
1
1. Further details of assumptions applied and sensitivities of the CLO equity valuation to these assumptions can be found in note 5
(IFRS) and in the Datapack (APM).
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Fund Management Company
The Fund Management Company (FMC) is the Group’s principal driver of long-term profit growth. It manages
our third-party AUM, which it invests on behalf of the Group’s clients.
Management fees
Management fees for the period totalled £603.8m (FY24: £505.4m), a year-on-year increase of 19% (8%
excluding the impact of catch-up fees of £61.8m in FY25 and £4.6m in FY24). On a constant currency basis
management fees increased 22% year-on-year.
The effective management fee rate on our fee-earning AUM at the period end was 0.97% (FY24: 0.92%).
Performance fees
Performance fees recognised for the year totalled £86.2m (FY24: £73.7m). The year-on-year increase was
largely due to additional revenue accrued for Europe VII as it moved closer to its hurdle date. During the period
the Group received realised performance fees of £60.3m and at 31 March 2025 had accrued performance fees
receivable on its balance sheet of £108.4m (31 March 2024: £83.7m):
£m
Accrued performance fees at 31 March 2024
83.7
Accruals during period
86.2
Received during period
(60.3)
FX and other movements
(1.2)
Accrued performance fees at 31 March 2025
108.4
Recognition of performance fees
In addition to management fees, the Group receives performance fees from certain funds if performance
thresholds are met.
Performance fees are a relatively small but important part of the Group’s revenue. The Group receives
approximately 20–25% of performance fees from the funds that it manages, with the remainder going to
the investment teams.
Over the medium term we expect performance fees to be ~10–15% of our total third-party fee income.
Accrual of unrealised performance fees is a matter of judgement (see note 3 on page 128) and we take a
conservative approach to minimise the possibility of any significant reversals.
Illustrative recognition of performance fee accrual under UK-adopted IAS for a fund that
charges fees on committed capital
Performance fees are recognised only if it is highly probable that there will not be a significant reversal in
the future. In practice recognition generally occurs after a number of realisations have been made. Timing of
recognition depends on deployment, exits and fund performance.
Where the hurdle date is expected to be reached within 24 months of the year end, a constraint will be
applied to the performance fee that is recognised but not yet paid. For FY25, this constraint was 53% (see
page 128.
Certain funds that charge fees on invested capital also charge performance fees, which the Group benefits
from. The process for recognising performance fees in these funds is the same as outlined above, and the
illustrative profile in the graph would change to reflect the management fee being charged on invested
capital. For more detail on how we charge management fees (see page 19).
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Other income
Other income comprises dividend receipts of £48.3m (FY24: £47.0m) from investments on the balance sheet in
CLO equity; an intercompany fee of £24.6m for managing the IC balance sheet investment portfolio (FY24:
£25.0m); and other income of £2.8m (FY24: £0.9m).
Operating expenses and margin
FMC operating expenses totalled £304.6m, an increase of 10% compared to FY24 (£277.5m)
£m
Year ended 31
March 2024
Year ended 31
March 2025 Change %
Salaries
101.0 109.2 8%
Incentive scheme costs
113.3 128.8 14%
Administrative costs
56.8 58.5 3%
Depreciation and amortisation
6.4 8.1 27%
FMC operating expenses
277.5 304.6 9.8%
FMC operating margin
57.4% 60.2% 2.8%
Within FMC operating expenses (incentive scheme costs), an expense of £43.0m was recorded for stock-based
compensation (FY24: £41.0m).
The FMC recorded a profit before tax of £461.4m (FY24: £374.5m), a year-on-year increase of 23% and an
increase of 28% on a constant currency basis.

Investment Company
The Investment Company (IC) invests the Group’s balance sheet to seed new strategies, and invests alongside
the Group’s scaling and established strategies to align interests between our shareholders, clients and
employees. It also supports a number of costs, including teams that have not yet had a first close on a first third-
party fund, certain central functions, a part of the Executive Directors’ compensation, and the portion of the
investment teams’ compensation linked to the returns of the balance sheet investment portfolio (Deal Vintage
Bonus, or DVB).
Balance sheet investment portfolio
The balance sheet investment portfolio was valued at £3.0bn at 31 March 2025 (31 March 2024: £3.1bn).
During the period, it generated net realisations and interest income of £172m (FY24: £139m), being net
realisations of £69m (FY24: £88m) and cash interest receipts of £103m (FY24: £51m).
We made seed investments totalling £166m.
£m
As at 31
March 2024
New
investments Realisations
Gains/ (losses)
in valuation FX & other
As at 31
March 2025
Structured Capital
and Secondaries
1,807 373 (390) 152 (36) 1,906
Real Assets
402 79 (118) 30 (6) 387
Debt
1
467 97 (90) (20) (11) 443
Seed Investments
394 166 (289) 31 (10) 292
Total Balance Sheet
Investment
Portfolio
3,070 715 (887) 193 (63) 3,028
1. Of which £228m is in CLO equity.
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Net Investment Returns
For the five years to 31 March 2025, Net Investment Returns (NIR) have been in line with our medium-term
guidance, averaging 12%. For the twelve months to 31 March 2025, NIR were 6% (FY24: 13%).
NIR of £192.5m were comprised of interest of £140.6m from interest-bearing investments (FY24: £124.9m)
and capital gains of £51.9m (FY24: £252.4m). NIR were split between asset classes as follows:
Year ended 31 March 2024 Year ended 31 March 2025
NIR (£m)
Annualised NIR
(%) NIR (£m)
Annualised NIR
(%)
Structured Capital and Secondaries
232.5 13% 151.8 8%
Real Assets
44.2 9% 30.0 8%
Debt
10.9 2% (20.5) (5) %
Seed Investments
91.7 25% 31.2 9%
Total net investment returns
379.3 13% 192.5 6%
Total balance sheet return including CLO dividends (which are recognised in the FMC), was £240.8m (FY24:
£426.3).
For further discussion on balance sheet investment performance by asset class, refer to pages 21 to 23 of this
report.
In addition to the NIR, the other adjustments to IC revenue were as follows:
£m
Year ended 31
March 2024
Year ended 31
March 2025
Change
Changes in fair value of derivatives
1
(7.3) 8.3 n/m
Inter-segmental fee
(25.0) (24.6) (2) %
Other
1.0 1.7 70%
Other IC revenue
(31.3) (14.6) (53) %
1. See page 28 for FX exposure of fee-earning AUM, fee income, FMC expenses and Balance sheet investment portfolio.
As a result, the IC recorded total revenues of £177.9m (FY24: £348m).
Investment Company expenses
Operating expenses in the IC of £86.7m decreased by 14% compared to FY24 (£100.4m), with increases in
salaries and administrative costs being more than offset by a decrease in incentive scheme costs:
£m
Year ended 31
March 2024
Year ended 31
March 2025
Change
%
Salaries
21.4 30.0 40%
Incentive scheme costs
58.6 29.5 (50) %
Administrative costs
18.1 26.8 48%
Depreciation and amortisation
2.3 0.4 (83) %
IC operating expenses
100.4 86.7 (14) %
Incentive scheme costs included DVB accrual of £9.4m (FY24: £35.1m). The reduction compared to FY24 was
predominantly due to a change in the anticipated timing of when DVB is likely to be realised, which led the DVB
accrual in H1 FY25 of £0.2m (H2 FY25: £9.2m).
Interest expense was £39.6m (FY24: £45.8m) and interest earned on cash balances was £19.2m (FY24:
£21.5m).
The IC recorded a profit before tax of £70.8m (FY24: £223.3m).
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Group
Operating expenses
The Group's operating expenses in aggregate were £391.3m, compared to FY24 these increased by 4%. For
more detailed commentary on the changes in the operating expenses, see pages 24 and 25 of this report.
£m
Year ended 31
March 2024
Year ended 31
March 2025
Change
%
Salaries
122.4 139.2 14%
Incentive scheme costs
171.9 158.3 (8) %
Administrative costs
74.9 85.3 14%
Depreciation and amortisation
8.7 8.5 (2) %
Group operating expenses
377.9 391.3 4%
Within the Group operating expenses (incentive scheme costs), an expense of £52.3m was recorded for stock-
based compensation (FY24: £53.6m).
Tax
The Group recognised a tax charge of £(79.8)m (FY24: £(78.5)m), resulting in an effective tax rate for the period
of 14.9% (FY24: 13.2%).
As detailed in note 13, the Group has a structurally lower effective tax rate than the statutory UK rate. This is
largely driven by the Investment Company, where certain forms of income benefit from tax exemptions. The
effective tax rate will vary depending on the income mix.
Dividend and share count
ICG has a progressive dividend policy. Over the long term the Board intends to increase the dividend per share
by at least mid-single digit percentage points on an annualised basis.
The Board has proposed a final dividend of 56.7p per share which, combined with the interim dividend of 26.3p
per share, results in total dividends for the year of 83.0p (FY24: 79.0p). This marks the 15th consecutive year of
increases in our ordinary dividend per share, which over the last five years has grown at an annualised rate of
10%. We continue to make the dividend reinvestment plan available.
At 31 March 2025 the Group had 290,636,892 shares outstanding (31 March 2024: 290,631,993). During the
year the Group recognised £52.3m in stock-based compensation. The Group has a policy of neutralising the
dilutive impact of stock-based compensation through the purchase of shares by an Employee Benefit Trust
('EBT').
Balance sheet and cash flow
Our growing earnings and cash generation are resulting in an increasingly valuable asset base, which we use to
enhance our client offering and shareholder value while maintaining an appropriately capitalised balance sheet.
We do this through:
– investing alongside clients in our existing strategies to align interests;
– making investments to grow the strategies and products we offer our clients; and
– returning appropriate capital to our shareholders.
During the year we made gross investments of £549m alongside existing strategies and £166m in seed
investments, and maintained our progressive dividend policy. See page 24 for more information on the
performance of our balance sheet investment portfolio during the period and page 14 for information on our
dividend.
To support this use of our balance sheet, we maintain a robust capitalisation and a strong liquidity position:
£m
31 March 2024 31 March 2025
Balance sheet investment portfolio
3,070 3,028
Cash and cash equivalents
627 605
Other assets
476 447
Total assets
4,173 4,080
Financial debt
(1,448) (1,177)
Other liabilities
(430) (407)
Total liabilities
(1,878) (1,584)
Net asset value
2,295 2,496
Net asset value per share
1
790p 859p
1. The number of shares used to calculate NAV per share include shares held in the EBT (a different basis to Group earnings per
share), The Group uses the EBT to purchase and hold shares to offset the impact of share-based payments. Prior period NAV per
share figures have been adjusted to reflect this methodology.
Liquidity and net debt
For FY25 we are reporting operating cashflow of £518m (FY24: £359m). This increase is due both to higher
cashflow from fee income and higher cash generation from our balance sheet.
At 31 March 2025 the Group had total available liquidity of £1,098m (FY24: £1,124m), net financial debt of
£629m (FY24: £874m) and net gearing of 0.25x (FY24: 0.38x
During the period, available cash decreased by £26m from £574m to £548m, including the repayment of
£241m of borrowings that matured.
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The table below sets out movements in cash:
£m
FY24 FY25
Opening cash
550 627
Operating activities
Fee and other operating income
492 656
Net cash flows from investment activities and investment income
1
180 253
Expenses and working capital
(272) (323)
Tax paid
(41) (68)
Group cash flows from operating activities - APM
2,3
359 518
Financing activities
Interest paid
(49) (41)
Interest received on cash balances
29 20
Purchase of shares by EBT
— (43)
Dividends paid
(223) (229)
Net repayment of borrowings
(51) (241)
Group cash flows from financing activities - APM
2
(294) (534)
Other cash flow
4
14 4
FX and other movement
(2) (10)
Closing cash
627 605
Regulatory liquidity requirement
(53) (57)
Available cash
574 548
Available undrawn RCF
550 550
Cash and undrawn debt facilities (total available liquidity)
1,124 1,098
1. The aggregate cash (used)/received from balance sheet investment portfolio (additions), realisations, and cash proceeds received
from assets within the balance sheet investment portfolio.
2. Interest paid, which is classified as an Operating cash flow under UK-adopted IAS, is reported within Group cash flows from
financing activities - APM.
3. Per note 30 of the Financial Statements, Operating cash flows under UK-adopted IAS of £136.1m (FY24: £255.9m) include
consolidated credit funds. This difference to the APM measure is driven by cash consumption within consolidated credit funds as a
result of their investing activities during the period.
4. Cash flows in respect of purchase of intangible assets, purchase of property, plant and equipment and net cash flow from derivative
financial instruments.
At 31 March 2025, the Group had drawn debt of £1,177m (FY24: £1,448m). The change is due to the
repayment of certain facilities as they matured, along with changes in FX rates impacting the translation value:
£m
Drawn debt at 31 March 2024
1,448
Debt (repayment) / issuance
(241)
Impact of foreign exchange rates
(30)
Drawn debt at 31 March 2025
1,177
Net financial debt therefore reduced by £245m to £629m (FY24: £874m):
£m 31 March 2024 31 March 2025
Drawn debt
1,448 1,177
Available cash
574 548
Net financial debt
874 629
During the period, S&P upgraded ICG plc to BBB+. At 31 March 2025 the Group had credit ratings of BBB
(positive outlook) and BBB+ (stable outlook) from Fitch and S&P, respectively.
The Group’s debt is provided through a range of facilities. All facilities except the RCF are fixed-rate
instruments. The weighted-average pre-tax cost of drawn debt at 31 March 2025 was 2.84% (FY24: 3.07%).
The weighted-average life of drawn debt at 31 March 2025 was 2.9 years (FY24: 3.3 years). The maturity
profile of our term debt is set out below:
£m FY26 FY27 FY28 FY29 FY30
Term debt maturing
176 486 — 97 419
During FY25, the Group entered into a new Revolving Credit Facility (RCF), replacing the previous facility. The
RCF, which matures in October 2027, remains at £550m and has more favourable economic terms compared
to the previous facility. For further details of our debt facilities see Other Information (page 204).
Net gearing
The movements in the Group’s balance sheet investment portfolio, cash balance, debt facilities and shareholder
equity resulted in net gearing decreasing to 0.25x at 31 March 2025 (FY24: 0.38x).
£m
31 March 2024 31 March 2025
Change %
Net financial debt (A)
874 629 (28) %
Net asset value (B)
2,295 2,496 9%
Net gearing (A/B)
0.38x 0.25x (0.13)x
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Foreign exchange rates
The following foreign exchange rates have been used throughout this review:
Average rate
for FY24
Average rate
for FY25
Year ended 31
March 2024
Year ended 31
March 2025
GBP:EUR
1.1609 1.1919 1.1697 1.1944
GBP:USD
1.2572 1.2773 1.2623 1.2918
EUR:USD
1.0829 1.0751 1.0792 1.0815
The table below sets out the currency exposure for certain reported items:
USD EUR GBP Other
Fee-earning AUM
35% 55% 9% 1%
Fee income
34% 58% 7% 1%
FMC expenses
18% 14% 59% 9%
Balance sheet investment portfolio
29% 49% 14% 8%
The table below sets out the indicative impact on our reported management fees, FMC PBT and NAV per share
had sterling been 5% weaker or stronger against the euro and the dollar in the period (excluding the impact of
any hedges):
Impact on FY25
management fees
1
Impact on FY25
FMC PBT
1
NAV per share at 31
March 2025
2
Sterling 5% weaker against euro and dollar
+£29.0m +£30.9m +14p
Sterling 5% stronger against euro and dollar
-£(26.3)m -£(28.0)m -(13)p
1. Impact assessed by sensitising the average FY25 FX rates.
2. NAV / NAV per share reflects the total indicative impact as a result of a change in FMC PBT and net currency assets.
Where noted, this review presents changes in AUM, fee income and FMC PBT on a constant currency
exchange rate basis. For the purposes of these calculations, prior period numbers have been translated from
their underlying fund currencies to the reporting currencies at the respective FY25 period end exchange rates.
This has then been compared to the FY25 numbers to arrive at the change on a constant currency exchange
rate basis.
The Group does not hedge its net currency income as a matter of course, although this is kept under review.
The Group does hedge its net balance sheet currency exposure, with the intention of broadly insulating the
NAV from FX movements. Changes in the fair value of the balance sheet hedges are reported within the IC.
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ICG Annual Report & Accounts 2025
Finance review continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
In accordance with the UK
Corporate Governance Code,
the Directors have carried out
a comprehensive and robust
assessment of the prospects
and viability of the Group.
The Group’s long-term prospects are primarily
assessed through the strategic and financial planning
process. The main output of this periodic process is
the Group’s strategic plan, supported by the annual
budget which is approved by the Board (see page 66).
This assessment also reflects the Group’s strategic
priorities (see page 13).
The Board’s oversight of the strategic plan is
underpinned by the regular briefings received by the
Board on macroeconomics, markets, new products
and strategies, people management and processes
(see page 66). New strategy reviews consider both
the market opportunity for the Group and the
associated risks, principally the ability to raise third-
party funds, and deliver strong investment
performance.
Period for assessing viability
The period covered by the Group’s strategic plan,
regulatory capital reporting, shareholder fundraising
guidance and the deployment duration for some of
the larger strategies is three years. This, combined
with an assessment of the period over which
forecasting assumptions are most reliable, and taking
into account the recommendations of the Financial
Reporting Council in their 2021 thematic review
publication, has led the Directors to choose a period
of three years to March 2028 for their formal
assessment of viability. The Directors are satisfied
that a forward-looking assessment of the Group for
this period is sufficient to enable a reasonable
statement of viability.
Assessment of viability
The assessment of the Group’s viability requires the
Directors to consider the principal risks that could
affect the Group (see pages 40 to 44), with further
information in the Risk Committee Report on page 84.
The Group has good visibility on future management
fees due to the long-term nature of our funds (see
page 19). This is underpinned by a well-capitalised
balance sheet coupled with a strong liquidity position.
Stress testing is performed on the Group’s strategic
plan, which considers the impact of one or more of
the key risks crystallising over the assessment period.
The severe but plausible stress scenario applied to
the strategic plan is a material reduction in AUM
arising as a result of one or more of the External
environment and Fund performance principal risks
crystallising, with the scenario applying a significant
slowdown to fundraising, deployment and realisation,
combined with a significant valuation write down of
the Group’s balance sheet investments.
Having reviewed the results of the stress tests, the
Directors have concluded that the Group would have
sufficient resources in the stressed scenario and that
the Group’s ongoing viability would be maintained.
The stress scenario assumptions include maintaining
the Group’s dividend policy but this and other
assumptions would be reassessed if necessary over
the longer term.
In addition, the Group undertakes a reverse stress
test to identify the circumstances under which the
business model becomes unviable. The most likely
scenario to cause the business model to be unviable is
investment write-downs causing a breach of debt
covenants. The reverse stress test determines the
level of investment write-downs required to breach
debt covenants and trigger a business model failure
point, in the absence of any management actions.
Analysis of this scenario concluded that write-downs
significantly in excess of those experienced during the
global financial crisis by the Group, without any
mitigating actions, would be required in order for the
Group to breach its banking covenants. The Directors
consider this level of write-down to be extremely remote.
Viability statement
Based on the results of the analysis, and in
accordance with the provisions of the UK Corporate
Governance Code, the Directors confirm that they
have a reasonable expectation that the Group will
continue to operate and meet its liabilities, as they fall
due, for the next three years. The Directors’
assessment has been made with reference to the
Group’s current position and prospects, the Group’s
strategy, the Board’s risk appetite, the Group’s
principal risks and the management of those risks, as
detailed in the Strategic Report on pages 1 to 63.
Given the above, the Directors also considered it
appropriate to prepare the financial statements on the
going concern basis as set out on pages 119 and 188.
29
ICG Annual Report & Accounts 2025
Viability statement
A comprehensive and robust assessment
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Establishing
successful
relationships
to enable us to
grow responsibly
The strength of our stakeholder relationships
enables the Group to grow responsibly. Listening
to and engaging with our diverse stakeholders drives
progress, trust and transparency. It enables us to
understand external developments and market
expectations and supports our identification
of opportunities and risks.
30
ICG Annual Report & Accounts 2025
Stakeholder engagement
The Company’s key stakeholders are listed
below. The Directors seek to understand the
interests of each stakeholder so that these may
be properly factored into the Board’s decisions.
Our key stakeholder groups
The Board engages with stakeholders
through various methods including
direct engagement by Executive and
Non-Executive Directors where relevant;
receiving reports and updates from
management; and seeking input from
external advisers as appropriate.
Shareholders
and lenders
Clients
Employees Suppliers
Community Natural
environment
Regulators
The Board
Executive
Management
External
experts and
advisers
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
31
ICG Annual Report & Accounts 2025
Stakeholder engagement continued
How have the Board
and management engaged?
The Group conducts an active Shareholder and
Debtholder Relations programme, engaging with
shareholders, lenders and rating agencies throughout
the year using a variety of channels and across all
major financial regions globally.
During FY25 these included one-on-one and group
meetings, both following results and on an ad hoc
basis, and a shareholder seminar focused on ICG
Strategic Equity.
The Board and management receive feedback on
shareholder and lender views directly from our
shareholders, rating agencies and balance sheet
finance providers, the Group’s Shareholder Relations
function and from third parties, such as our corporate
brokers.
The Chair also undertook a series of meetings with
a number of shareholders and non-shareholders,
without management present, to receive feedback
directly on the Group, our growth plan and
management.
Outcomes as a result of that engagement
– In total we engaged with c. 70% of our shareholder
register during FY25, with shareholders getting
access to non-executive and executive leadership,
as well as other senior management during the year
– A wide range of feedback was received as a result
of these meetings, which have been factored into
management and Board-level discussions
How have the Board
and management engaged?
We are continually considering the position of our
clients, and how we can best engage with them. More
information on our clients can be found on page 12.
Our client solutions group engages regularly with all
clients and potential clients, providing detailed
updates on fund performance, new funds and other
business developments, including sustainability
matters.
We held regular client investor days and investor
conferences throughout the year, ensuring that our
clients have access to our senior management,
investment teams and Client Solutions Group .
Outcomes as a result of that engagement
– Continued to broaden our expertise and offering
of funds to meet client needs
– Offered successor vintages of established funds
to meet client demand
– Enhanced our monitoring, target setting and
reporting for portfolio companies
– Further developed our internal teams to continue
to improve our client experience
– Renamed our internal team as Client Solutions
Group to better align the identity of the team with
the evolving approach we are taking to working
with our clients
Shareholders and lenders
Why is it important to engage?
Effective access to capital is of strategic importance and
crucial for the success of the Group, along with fostering
a supportive investor base that is interested in the long-
term prospects of the Company.
We seek to promote a two-way dialogue with both
current and potential shareholders and lenders.
We strive to communicate clearly to them about our
performance and prospects.
We also seek to understand their views on our industry
and our business so that these perspectives can be
factored into management and Board decisions.
What were the key topics of engagement?
– ICG’s strategic positioning within the global
alternative asset management landscape, the long-
term prospects for the Group in that context, and
where financial and non-financial resources being
deployed to execute on those opportunities
– The Group’s performance during the course of
FY25, and the outlook over the short and long term
– Impact of the macroeconomic environment on the
Group’s clients, portfolio companies and investment
activities
– Various other topics including capital allocation,
cost base progression and financial presentation of
results relative to peers
Clients
Why is it important to engage?
Clients entrust us with their capital to invest on their
behalf. The single largest driver of our long-term growth
is continuing to attract increasing levels of capital from
our clients and growing our client base, while delivering
strong returns.
Ensuring that we understand our clients’ needs and
serve them appropriately is fundamental to the success
of the Group.
What were the key topics of engagement?
– Designing funds to meet clients’ needs
– Strategy to grow our client base and increase
holdings by existing clients
– Reporting of portfolio performance
– Industry best practice integration of sustainability
considerations into our investment approach
Read more on page 12
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
32
ICG Annual Report & Accounts 2025
Stakeholder engagement continued
How have the Board
and management engaged?
We ensure that senior management hold regular
relationship meetings with our key suppliers to
ensure that any issues in our interactions with them
are fully considered and addressed, and to review
supplier performance. We are also continuing with
the development of our supplier on-boarding process.
We ask large and significant suppliers to complete a
Supplier Sustainability information covering a range
of sustainability topics. We also ask suppliers to
commit to our Supplier Code of Conduct. The Board
receives regular updates on our engagement with
suppliers, in particular in respect of the third-party
administrators who provide services in respect of our
funds.
Outcomes as a result of that engagement
– Enhancements to the operating model applied at
our third-party administrators for client anti-money
laundering and know your client activities
– Commencement of activity to consolidate our third-
party administrators
– More comprehensive understanding of supplier
sustainability practices
– Updated Supplier Code of Conduct
Employees
How have the Board and management
engaged?
We have a number of formal and informal channels
to achieve this, including our annual employee
engagement ‘Pulse’ survey held during the year;
regular whole company business briefings; our
quarterly People Forum and regular
team meetings.
Throughout the year, Andrew Sykes, appointed as the
NED responsible for employee engagement,
conducted five focus group sessions with employees,
spanning various business areas and geographies.
Outcomes as a result of that engagement
– Enhanced objectives for all people managers
supported with the launch of the ‘Managing for
Results’ programme for People Managers
– Investment in platforms further strengthening
connectivity across processes and systems
– Piloted global mentoring programme accessible for
all employees supporting career growth
For further details, please refer to Our People
pages from page 36.
Suppliers
Why is it important to engage?
We work to ensure that our suppliers are engaged with
our business and that each party understands the
approach of the other.
This enables our suppliers to better meet our needs and
us to understand their perspective, as well as delivering
appropriate oversight of the supplier relationship.
What were the key topics of engagement?
– Improvement of onboarding activities to ensure
that suppliers are effectively managed in order to
enhance the overall client experience
– Rationalisation of the number of key third-party
administrators to help build consistent operational
processes
– Ability of providers, including third-party
administrators, to continue to provide a high-
quality and fairly priced service
– Requesting information on Supplier Sustainability
Practices
Why is it important to engage?
The success of the Group depends on collaboration and
expertise across teams.
Effective two-way communication with our employees
is essential to build and maintain engagement.
Our employee engagement informs us where we are
doing well and where further actions should be
considered and applied.
What were the key topics of engagement?
– Inclusion and culture aims and ambitions
– Growth and development of our employees
– Wellbeing of employees
– Enhancing employee experience aligned to ICG’s
purpose and values
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Read more on page 36
33
ICG Annual Report & Accounts 2025
Stakeholder engagement continued
How have the Board
and management engaged?
Details of our focus on environmental matters,
particularly those related to climate change, and
climate risk can be found on p ages 46 to 62. The
Board has a keen interest in sustainability matters
and regularly receives updates from senior
management, including Board presentations from our
Global Head of Sustainability.
Outcomes as a result of that engagement
– Continued enhancement of our pre-investment
assessment approach. For more information, please
see our Sustainability & People Report
– Continued to reduce greenhouse gas (GHG)
emissions from our own operations and made
progress in setting science-based targets with
Relevant Investments
1
, (see page 53 in our Climate-
related financial disclosures)
– Committed to support the goal of achieving net zero
emissions across our operations and Relevant
Investments
1
by 2040. The commitment is
supported by two targets validated by the Science
Based Target Initiative (SBTi) (see page 59)
Community
How have the Board
and management engaged?
The Board has reconfirmed its commitment to our
increased level of charitable payments and
emphasised to management the importance of
continuing to play our part as a responsible member
of society. Board members have participated in
volunteering opportunities with key charitable
partners.
Outcomes as a result of that engagement
– Entered into four major charity partnerships
committing £4m over three years to seek to
enhance social mobility in education and the early
years of employment
– Continued our charitable partnership in support of
charities tackling the cost-of-living crisis via the
third year of “Million Meals Initiative”
– Committed £2.9m this financial year to support a
variety of charitable causes
– Gave employees an opportunity to pitch to a panel
of senior management for corporate donations to
be made to charities close to the employees’ hearts
– as a result, over £100,000 was awarded to a range
of charities not previously supported by the firm
– Over 250 employees participated in corporate
social responsibility volunteering sessions over the
course of the year
Natural environment
Why is it important to engage?
We are aware of the impact of our business operations
on the natural environment. We are seeking to reduce
potential negative impact from our own operations, as
well as from our funds’ investments where relevant.
What were the key topics of engagement?
– How to integrate climate-related considerations
into our corporate and portfolio management
decision making
– The most appropriate and credible way to align the
business and investments to make progress against
our stated decarbonisation goals
– Ensuring that investment decisions are made with
appropriate regard to environmental factors,
including our shareholders’, lenders’, clients’ and
regulators’ requirements
1. Relevant Investments include all direct investments within
the Group’s Structured and Private Equity asset class and
Infrastructure Equity strategy where the Group has sufficient
influence. Sufficient influence is defined by SBTI as follows: at
least 25% of fully diluted shares and at least a board seat. All
targets refer to the Group’s financial year, which runs from
1April to 31 March.
Why is it important to engage?
We are a people business, with offices in 21 locations,
investing money on behalf of clients including pension
funds and insurance companies worldwide.
Our actions may have meaningful and direct impacts on
local communities. It is incumbent upon us to ensure
that we actively cultivate and maintain strong local
relationships and help our local communities share in
our success.
What were the key topics of engagement?
– Identifying the most appropriate way for the Group
to positively engage with and impact the wider
community
– Continued commitment of employee time to
charitable initiatives
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Read more on page 59
34
ICG Annual Report & Accounts 2025
Stakeholder engagement continued
How have the Board
and management engaged?
We continue to actively engage with regulators and
policy makers both directly and through industry
bodies in order to inform and shape the development
of our industry. We complete required filings,
surveys and other submissions and acting
responsively and thoughtfully to any inbound
queries. The Board receives updates from the Global
Head of Corporate Affairs and Global Head of
Compliance & Risk on the Group’s engagement with
regulators and government bodies. ICG is a member
of and sits on a number of committees of industry
bodies producing thought leadership and policy
maker engagement, including: ACC, BVCA, Invest
Europe and LPEA. The Group CFO attended an
industry roundtable with HM Treasury, organised by
trade body the BVCA, as well as their annual
Parliamentary reception, together with the Global
Head of Corporate Affairs.
Outcomes as a result of that engagement
– The Group engaged via the BVCA on a number of
topics including the Financial Reporting Council’s
Stewardship Code Consultation
– The Group participated in the FCA’s review of
private market valuation practices
Regulators and governments
Why is it important to engage?
Certain subsidiaries of ICG are licensed by financial
regulators and subject to a wide spectrum of regulation
across a number of jurisdictions. We also operate in
many countries where government policy can affect
the operation of our business and our investments.
Engaging with regulators and governments, both
directly and through industry bodies is vital for
regulation and policy to evolve proportionately and
remain relevant.
Our continued compliance with standards and
expectations set by regulators is of paramount
importance to the Group’s standing as an asset
manager and to meeting the expectations of our
stakeholders. Therefore the Group has a vested
interest in ensuring regulation remains appropriate.
We build practices and processes which complement
regulatory standards and mandate all staff to comply
with these standards.
What were the key topics of engagement?
– The Group participates in industry bodies and
consultations and provides input to regulators and
governments through these and similar channels.
Where requested or appropriate, we engage
directly with regulators and politicians/policy
makers on specific topics
– The Group engages on matters relating to EU and
UK asset management regulation, private markets
regulation, debt markets regulation and ESG
regulation, as well as relevant policy matters at the
corporate level
Overview
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Auditor’s report and financial statements
Other information
35
ICG Annual Report & Accounts 2025
Stakeholder engagement continued
Section 172 statement
Section 172(1) limbs
A
the likely consequences of any decision in the
longterm
B
the interests of the Company’s employees
C
the need to foster the Company’s business
relationships with suppliers, customers and others
D
the impact of the Company’s operations on the
community and the environment
E
the desirability of the Company maintaining a
reputation for high standards of business conduct
F
the need to act fairly as between members of the
Company
Further information on how Section 172(1) has been applied by the Directors can be found throughout the
Annual Report
Section 172
duties
Read more Page
A
Consequences
of decisions in
the long term
Chair’s statement
6
Strategic priorities
11
Our approach to sustainability
45
Climate-related Financial
Disclosures
46
Stakeholder Engagement
30
Principal Risks and uncertainties
40
Viability statement
29
Board activities
65
Corporate Governance report —
Nominations and Governance
Committee
88
Directors’ Remuneration Report
94
Directors’ Report
72
B
Interests of
employees
Chair’s statement
6
CEO’s review
7
Our people
36
Stakeholder engagement continued
— Employees
32
Principal Risks and uncertainties
40
Engagement with our stakeholders
30
Board activities
65
How the Board monitors culture
79
C
Fostering
business
relationships
with suppliers,
customers
and others
Chair’s statement
6
CEO’s review
7
Business model
9
Strategic priorities
11
Our approach to sustainability
45
Non-financial and sustainability
information statement — Ethics
and governance
63
Stakeholder Engagement:
30
Customers & Society
31
Principal Risks and uncertainties
40
Governance
64
Board activities
65
Section 172
duties
Read more Page
D
Impact of
operations
on the
community
and the
environment
Chair’s statement
6
CEO’s review
7
Our approach to sustainability
45
Climate-related Financial
Disclosures
46
Non-financial and sustainability
information statement — Ethics
and governance
63
Stakeholder engagement
— Community
33
Principal risks and uncertainties
40
Board activities
65
E
Maintaining
high standards
of business
conduct
Chair’s statement
6
CEO’s review
7
Our people
36
Our approach to sustainability
45
Climate-related Financial
Disclosures
46
Non-financial and sustainability
information statement — Ethics
and governance
63
Stakeholder Engagement
30
Board activities
65
How the Board monitors culture
79
Board evaluation
79
Audit and Risk Committees
80, 85
F
Acting fairly
between
members
and others
Stakeholder engagement —
Shareholders and lenders
31
Board activities
65
Directors’ Remuneration Report
94
Directors’ Report
72
As required by the Companies Act 2006, the
Directors have had regard to wider stakeholders’
needs when performing their duties under s.172.
In particular, the Directors recognise the
importance of acting in a way that promotes the
long-term success of the Company to the benefit
of its members as a whole.
We set out on the following pages how the
Directors considered the interests of stakeholders.
The clearest example of this is in capital allocation
and the use of our balance sheet to support the
long-term growth of our Fund Management
Company.
During the year, in their decision making,
management and the Board weighed up a
number of considerations including:
– Alignment of the Group’s interests with its clients,
co-investing in our strategies alongside our
clients, while seeking to reduce the Group’s
commitments in the longer term where
appropriate
– The longer-term prospects of new funds, what
quantity of third-party AUM such funds and
future vintages are likely to attract, and the
management fee generation of such new funds
– Maintaining robust capitalisation, with strong
liquidity
– The prevailing market conditions and
macroeconomic forecasts
– The importance of ensuring that our business is
conducted in accordance with applicable
standards and practices
Overview
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Governance report
Auditor’s report and financial statements
Other information
36
ICG Annual Report & Accounts 2025
Our people
Engagement
and voice
Effective
communication to
build and maintain
engagement
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
A global people business –
building long-term sustainable
value, together
“At ICG, our people drive our
success. We attract, retain,
and develop high-performing,
high-potential employees,
helping them thrive and
achieve their career goals
while advancing our
commercial ambitions.”
Antje Hensel-Roth
Chief People and
External Affairs Officer
What we do:
How we do it:
Why we do it:
Attract
– High level of personal
impact and business
building opportunities
– Wide-ranging opportunities
for career development
– Inclusive culture at the core
and throughout the firm
Retain
– Comprehensive
career development
– Market-leading,
holistic benefits
– Engagement and
opportunity to contribute
across the firm
Develop
– Dedicated Talent
programmes at all levels
– Mentoring and
Employee Networks
– Development of teams and
individuals a core priority
for people managers
Investing in our people and their progress supports our growth,
with new ideas driving our innovation.
Inclusion &
culture
Harnessing a variety of
perspectives from a broad
range of backgrounds
benefits our clients,
people and stakeholders
Performance &
development
Helping our people
reach their full potential
and building the next
generation of talent
Wellbeing
and support
Supporting the physical
and mental wellbeing of
our employees, their
families and dependants
Our values
Performance for our clients
Entrepreneurialism and innovation
Ambition and focus
Taking responsibility and managing risk
Working collaboratively, inclusively and acting with integrity
Driving Innovation and growth
As a fast-growing firm, our success is built on our
long-standing commitment to creating high-
performance teams where ambition, collaboration,
challenge and contribution are encouraged.
By creating a culture of inclusion, ICG enables our
people to fulfil their potential and be supported to
build world-class careers. Alongside offering
competitive rewards, this approach means we are
able to attract, nurture, and retain talent from a broad
range of backgrounds.
As a firm, we focus on pivotal moments throughout
the employee journey, collaborating with the
business to deliver long-term sustainable value.
Weare strategically positioned in key global markets
to provide optimal coverage and efficiency for both
our clients and employees.
Our ongoing focus on enhancing data and reporting
insights, combined with implementing market-leading
talent strategies, ensures that our business and our
people are equipped with the skills and perspectives
needed for now and the future. This foundation, built on
high-quality, high-performing HR teams and practices,
drives scalable and sustainable processes.
Scaling up:
we accelerate key and emerging talent
Scaling out: we are an employer
of choice for external talent globally
Investing in platforms:
connected and enhanced processes and systems
Inclusion and Culture
– ICG was named as Britain’s most admired financial
services company, voted for by our peers and
financial analysts.
– Our six global Inclusion networks, sponsored by
senior executives, are run by employees and open
to all. These networks continually contribute to
ICG’s inclusive and supportive culture covering
areas such as gender, ethnicity, LGBTQ+, young
professionals, family, carers, disability, sports and
wellbeing.
– As a signatory for the Women in Finance Charter,
we continue to exceed our aspiration of having 30%
women in UK senior management roles by 2027.
– We are committed to contributing to the industry
and work with a number of partnerships such as
Diversity Project, Women in Finance, British
Private Equity and Venture Capital Association
(BVCA), Level 20 and the Business Disability Forum.
– We have recently recruited a new Culture, Inclusion
and Engagement Director to drive continued
progress on our strategic agenda.
Performance and development
– Our global platform and tailored programmes
provide our people with comprehensive
development opportunities, accessible through
both online and face-to-face training, at different
stages of their careers.
– Over the next two years, our people managers will
engage in a specialised development programme
designed to enhance managerial skill, increased
engagement and collaboration within an inclusive,
high-performance culture. This is complemented by
clearly defined expectations and paths for
advancement throughout the firm.
– We have continued to refine our performance
management process to reinforce active support
and ongoing development throughout the year,
underpinned by meaningful objective setting,
feedback and appraisals.
Wellbeing and support
– Our market-leading benefits are actively
promoted, including family building and career
support as well as a personal allowance aimed at
enhancing wellbeing. These efforts are intended to
support our people through various life stages
alongside fulfilling their career aspirations.
Engagement and voice
– We actively engage with employees through our
annual pulse survey, regular Town Halls and business
forums, as well as focus groups with our NEDs.
– Internal cultural influencers continue to come
together in our quarterly People Forum to bring
ideas, recommend priorities, and share in
outcomes across the firm.
– Our People Forum comprises comprises a cross
section of senior leaders, giving a voice to our
colleagues across different offices and business
units to inform decision-making across the firm
and share responsibility for their implementation.
This forum has become both an important
sounding board and communication channel.
Employee engagement survey participation
rate and score for July 2024:
79% 7.2
(2023: 74%) (2023: 7.1)
Employee engagement driver includes questions
on Loyalty, Recommendation and Satisfaction.
Six Employee Networks:
c.50
events delivered globally
Ranked (globally):
#2
Equality Group’s Honordex Inclusive PE and
VC Index 2025 (#1 globally in 2024 & 2023).
Investing
for growth
Fresh ideas and different perspectives allow us to
stay entrepreneurial and innovative. Our employees
are our greatest asset – when they grow and thrive,
so does the firm. We believe investing in our people
is of utmost importance.
Our talent management and inclusion initiatives are
dedicated to supporting our workforce, and include:
– ‘Leading for Impact’ programme, which equips
senior leaders to promote a strong team culture
and high performance.
– ‘Managing for Results’ enables mid-level
executives in becoming more confident, well-
rounded managers who can excel in a dynamic
growth environment.
– Our Women’s Development Programme
continues to support women in mid to senior-level
positions to grow in their careers.
– Employees have access to a comprehensive digital
learning offering and a personal development
budget for professional upskilling aligned with
their career aspirations and skills development.
– We continue to deliver ‘Conscious Inclusion’
training for all new joiners as well as supporting
those who are recruiters with fair and inclusive
hiring processes.
– Additionally, we are introducing a global
mentoring programme for all employees,
enhancing connectivity and offering guidance,
support, and knowledge sharing as our colleagues
navigate their careers.
– All employees complete an annual compliance
training with specific modules focusing on Inclusion.
37
ICG Annual Report & Accounts 2025
Our people continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Advancing our Key People Initiatives
Scaling
up
Scaling
out
Investing in
platforms
Purpose
Inclusion, Culture and Engagement Strategy
Our strategy
Our people
Our industry
Our Data and Insights
Our Responsible Investing
As a global firm, with local presence, Inclusion is
rooted in our values and aims to supports different
perspectives to enhance ICG’s performance and
contributions. Our Inclusion strategy integrates a
holistic approach, benefiting our clients, our people
and our stakeholders. By embracing our global reach,
we tailor our approach to ensure it remains relevant
and compliant with local laws in each market in which
ICGoperates.
For more information in ICG’s approach to
Sustainability and Responsible Investing,
read our FY25 Sustainability and People
Report: www.icgam.com/spr
Find out more in our Governance report
on page 64 and Non-financial information
statement on page 63
We continue to use data to guide us. In 2024, we
updated our representation aspirations and are
consistently measuring our progress. Beyond this, we
track a number of Inclusion measures within our
Pulse Survey to better understand employee
experience and to help identify opportunities.
As part of our UK Women in Finance Charter pledge,
we are continuing to exceed 30% women in UK senior
management by 2027. Additionally, 40% of our board
members are women.
ICG supports the aims of the Parker Review to
enhance ethnic diversity within UK businesses. Based
on ONS classification, among the UK-located Global
Senior Management population, 14% identify as
coming from an ethnic minority background, 72%
identifying as White, and 14% preferring not to
disclose. We continue to exceed our aspiration of
10% ethnic minority representation in global senior
management, located in the UK, by December 2027.
Furthermore, we are delighted to have strengthened
our board diversity by welcoming a new director who
brings valuable perspectives from an ethnic minority
background.
At the heart of ICG’s inclusive environment are our
global employee networks. They collaborate with
colleagues across regions to share experiences,
interests, and ambitions. Network events are
numerous (c. 50 over the year) and very well
attended, including panel discussions and guest
speakers. We aim to address impactful topics such as
gender bias in AI and benefits of sponsorship. Our
Together network hosts various LGBTQ+ events for
both ICG colleagues and external participants from
across the private capital ecosystem to drive
engagement and collaboration.
We are expanding our focus areas to include socio-
economic mobility and disability inclusion, supported
by our networks as well as our charitable giving
strategy which is focused on social mobility and
access to our industry across many of our key
locations. Over the course of the year, we hosted
events highlighting neurodiversity and disability in
the workplace and our early careers programme aims
to build a well-rounded pool of future talent.
38
ICG Annual Report & Accounts 2025
Our people continued
Find out more on our website:
www.icgam.com//people-and-
careers/
UK New Hires (%)
42% (2024: 38%)
of which 55% White, 32% Asian, 1%
Black, 9% Other, 3% Prefer Not to Say or
No Response
(2024: 38%, of which 58% White, 25% Asian, 8%
Black, 5% Other, 5% Prefer Not to Say or No
Response)
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Key People Metrics
All data is 31 March 2025 unless noted
General
Number of permanent
employees (total)
686 (2024: 637)
Number of permanent
employees (FTE)
683.5 (2024: 635)
Age
Women
Board (%)
40% (2024: 40%)
Global All Employees (%)
37% (2024: 37%)
Senior Board positions
(Chair, SID, CEO, CFO)
0 (2024: 0)
Global New Hires (%)
45% (2024: 39%)
Mean Gender Bonus Gap (%)
73.2% (2024: 70.2%)
UK Senior Management
2
(%)
36% (2024: 37%)
Ethnic minorities
Board (%)
10% (2024: 0%)
Executive Committee (%)
0% (2024: 0%)
Global Senior Management
1
(%)
29% (2024: 29%)
Senior Board positions
(Chair, SID, CEO, CFO)
0 (2024: 0)
UK All Employees (%)
29% (2024: 26%)
of which 62% White, 20% Asian, 3%
Black, 6% Other, 9% Prefer Not to Say or
No Response
(2024: 26%, of which 63% White, 17% Asian, 4%
Black, 5% Other, 10% Prefer Not to Say or No
Response)
Below 30
16%
30–50
71%
Above 50
13%
Executive Committee (%)
33% (2024: 33%)
UK New Hires (%)
44% (2024: 37%)
Mean Hourly Gender Pay Gap
(%)
29.6% (2024: 30.3%)
Employee turnover (%)
12.8% (2024: 13.0%)
Global Senior Management
3
(%)
14% (2024: 13%)
1
Refer to page 199 for definitions
Our approach
The Board is accountable for the overall stewardship
of the Group’s Risk Management Framework (RMF),
internal control assurance, and for determining the
nature and extent of the risks it is willing to take in
achieving the Group’s strategic objectives. In doing so
the Board sets a preference for risk within a strong
control environment to generate a return for
investors and shareholders and protect their
interests.
The Risk Committee is provided with management
information regularly and monitors performance
against set thresholds and limits. The Board also
promotes a strong risk management culture by
encouraging acceptable behaviours, decisions, and
attitudes toward taking and managing risk
throughout the Group. Please refer to the
Governance Report on page 64.
Managing risk
Risk management is embedded across the Group
through the RMF, to ensure current and emerging
risks are identified, assessed, monitored, controlled,
and appropriately governed based on a common risk
taxonomy and methodology. The Group’s RMF
operates under the principles of the ‘three lines of
defence’ model. The RMF is designed to protect the
interests of stakeholders and meet our
responsibilities as a UK-listed company, and the
parent company of a number of regulated entities.
The Board’s oversight of risk management is
proactive, ongoing and integrated into the Group’s
governance processes. The Board receives regular
reports on the Group’s risk management and internal
control systems. These reports set out any significant
risks facing the Group.
The evaluation of risk events and corrective actions
assists the Board in its assessment of the Group’s risk
profile. The Board also meets regularly with the
internal and external auditors to discuss their findings
and recommendations, which enables it to gain
insight into areas that may require improvement. The
Board reviews the RMF regularly, and it forms the
basis on which the Board reaches its conclusions on
the effectiveness of the Group’s system of internal
controls.
Taking controlled risk opens up opportunities to
innovate and further enhance our business, for
example new investment strategies or new
approaches to managing our client relationships.
Therefore, the Group maintains a risk culture that
provides entrepreneurial leadership within a
framework of prudent and effective controls to
enable effective risk management. Please also refer
to the Risk Committee Report (page 84 to 86).
Risk appetite
Risk appetite is defined as the level of risk which the
Group is prepared to accept in the conduct of our
activities. The risk appetite strategy is implemented
through the Group’s operational policies and
procedures and internal controls and supported by
limits to control exposures and activities that have
material risk implications. The current risk profile is
within our risk appetite and tolerance range.
Principal and emerging risks
The Group’s principal risks are individual risks, or a
combination of risks, materialisation of which could
result in events or circumstances that might threaten
our business model, future performance, solvency, or
liquidity and reputation. Reputational risk is not in
itself a principal risk; however, it is an important
consideration and is actively managed and mitigated
as part of the wider RMF. Similarly, sustainability risk
is not defined as a principal risk but is considered
across the Group’s activities as an embedded value.
The Group has determined that the most significant
impact from climate change relates to the underlying
portfolio investments. Climate-related risk for both
the Group’s own operations and ICG’s fund
management activity are addressed in greater detail
in the Climate-related Financial Disclosures (see page
46) and note 1 of the financial statements (see page
126).
The Group uses a principal and emerging risks
process to provide a forward-looking view of the
potential risks that can threaten the execution of the
Group’s strategy or operations over the medium to
long term.
The Group’s RMF identifies nine principal risks which
are accompanied by associated responsibilities and
expectations around risk management and control.
Each of the principal risks is overseen by an
accountable Executive Director, who is responsible
for the framework, policies and standards that detail
the related requirements.
The diagram on page 40 shows the Group’s principal
risks. The horizontal axis shows the impact of a
principal risk if it were to materialise, and the vertical
axis illustrates the likelihood of this occurring. The
scales are based on the residual risk exposure
remaining after mitigating controls.
Emerging risks are identified through regular
interactions with stakeholders throughout the
business, attendance at industry events, review of
external publications, and horizon scanning
performed by the relevant functions, including Group
Risk and Compliance. Emerging risks are
continuously monitored to ensure that they are
appropriately managed and mitigated by the Group.
Directors’ Confirmation
The Directors confirm that they have reviewed the
effectiveness of the Group’s risk management and
internal control system and confirm that no
significant failings or weaknesses have been
identified. This is supported by an annual Material
Controls assessment and Fraud Risk Assessment,
facilitated by the Group Risk Function, which
provides the Directors with a detailed assessment of
related internal controls.
The Directors confirm that they have undertaken a
robust assessment of the principal and emerging risks
facing the business, in line with the requirements of
the UK Corporate Governance Code.
39
ICG Annual Report & Accounts 2025
Managing risk
Resilient strategies
for long-term success
Effective risk management is a core competence
underpinned by a strong control culture.
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk Description
Geopolitical, macroeconomic concerns, and global
events (e.g. pandemics, natural disasters) beyond our
control may impact our profitability, operating
environment and our fund portfolio companies. These
events can lead to financial market volatility, affecting
fundraising, investment performance, exit
opportunities, and the ability to deploy capital.
Key Controls and Mitigation
Our business model is primarily based on long-term
illiquid funds, providing stability during market
downturns. Additionally, given the nature of closed-
end funds, they are not subject to redemptions.
A range of complementary approaches are used to
inform strategic planning and risk mitigation, including
active management of the Group’s fund portfolios,
profitability and balance sheet scenario planning and
stress testing to ensure resilience across a range of
outcomes.
The Board, the Risk Committee and the Risk function
monitor emerging risks, trends, and changes in the
likelihood of impact. This assessment informs the
universe of principal risks faced by the Group.
Trend and Outlook
The investing environment remains uncertain and
potentially volatile, with geopolitical shifts, high
interest rates, and weak economic growth.
As noted in the Finance review on page 17, we have
substantial dry powder across a range of strategies,
stable management fee income, are not under
pressure to deploy or realise, and can capitalise on
opportunities that emerge across our asset classes.
We monitor the macroeconomic and geopolitical
landscape, but do not anticipate increased risk to our
operations, strategy, performance, or client demand.
40
ICG Annual Report & Accounts 2025
Managing risk continued
Grow AUM Invest Manage and Realise
Strategic alignment
External Environment Risk
Benoît DurtesteHigh
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Principal Risks
Risk Appetite Level
Low Medium High Very high Risk trend
Strategic
External Environment Risk
•
Fundraising Risk
•
Fund Performance Risk
•
Financial
Market and Liquidity Risk
•
Business Environment
Key Personnel Risk
•
Legal, Regulatory and Tax Risk
•
External Reporting Risk
•
Operational Resilience
Information Technology and Security Risk
•
Third Party Provider Risk
•
Risk profile
Likelihood
Remote Possible Likely
Almost
certain
Moderate Major Critical
Impact
Minor
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk Description
The Group's long-term growth and profitability rely
on successfully raising third-party funds. Failure to
attract new investors, grow existing investments, and
launch new strategies could impact future
management fee income and restrict expansion into
new markets and asset classes, limiting economies of
scale. This risk has significant strategic and financial
implications, including reduced profitability, loss of
market share, and challenges in attracting and
retaining top talent.
Key Controls and Mitigation
The Group’s Client Solutions Group function is
dedicated to continually growing and diversifying our
client base and supporting the Group’s fundraising
efforts. The diverse product offerings provide a range
of solutions to match client requirements.
Monitoring of possible new fund structures and client
bases is conducted on a regular basis to assess new
opportunities.
Trend and Outlook
Despite a challenging fundraising environment, we
have continued to exceed our fundraising targets. The
Group’s track record and reputation remain strong
with sustained momentum across the investment
platform, for both flagship and scaling strategies. We
saw final closes for Senior Debt Partners V, Strategic
Equity V and Europe Mid-Market II, as well as North
American Capital Partners III.
Our diverse product offering and client base, coupled
with continued strong performance and strategic
hires to support the growth of our Client Solutions
Group, positions ICG for successful fundraising to
continue scaling AUM.
Risk Description
Current and potential clients continually assess our
investment fund performance. There is a risk that our
funds may not deliver consistent performance and
erode our track record. Poor fund performance may
hinder our ability to raise subsequent vintages or new
strategies, impacting competitiveness, profitability
and growth plans.
Key Controls and Mitigation
A robust and disciplined investment process is in place
where investments are selected and regularly
monitored by the Investment Committees for fund
performance, delivery of investment objectives, and
asset performance.
All proposed investments are subject to a thorough
due diligence and approval process during which all
key aspects of the transaction are discussed and
assessed. Regular monitoring of investment and
divestment pipelines is undertaken on an ongoing
basis.
Monitoring of all portfolio investments is undertaken
on a quarterly basis focusing on the operating
performance and liquidity of the portfolio.
Material sustainability and climate-related risks are
assessed for each potential investment opportunity
and presented to, and considered by, the Investment
Committees of all investment strategies.
Trend and Outlook
Amidst a rapidly changing global economy, we have
effectively managed our clients’ assets. Our focus on
downside protection has resulted in attractive
performance, particularly in our debt strategies.
During this period, fund valuations have remained
stable, supported by the strong performance of our
portfolio companies and income from interest-bearing
investments. Our disciplined approach to realisations
has helped maintain the performance of key vintages,
despite the market's reduced transaction activity.
While the market environment is challenging, the
outlook remains positive. We have a powerful local
sourcing network and a diversified product offering of
successful investment strategies that enable us to
navigate dynamic market conditions, which helps to
mitigate this risk.
More detail on the performance of the Group’s
funds can be found on pages 20 to 22.
41
ICG Annual Report & Accounts 2025
Managing risk continued
Fundraising Risk Fund Performance Risk
Medium
Benoît Durteste
Benoît Durteste
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Medium
Grow AUM Invest Manage and Realise
Strategic alignment
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk Description
The Group is exposed to market and liquidity risks.
Adverse market conditions could negatively impact
the carrying value of the Group's investments,
resulting in financial losses and constraining the
Group's ability to launch new funds or meet co-
investment obligations. This risk stems from the
Group's strategy of co-investing alongside clients in its
funds, seeding assets in preparation for fund launches,
and holding investments in Collateralised Loan
Obligations to meet regulatory requirements.
Liquidity risk refers to the possibility that the Group
may not have sufficient financial resources to meet its
obligations, including debt maturities and co-
investment commitments, as they fall due.
Key Controls and Mitigation
Debt funding for the Group is obtained from
diversified sources and the repayment profile is
managed to minimise material repayment events. The
profile of the debt facilities available to the Group is
reviewed frequently by the Treasury Committee.
Market and liquidity exposures are reported monthly
and reviewed by the Group’s Treasury Committee.
Liquidity projections and stress tests are prepared to
assess the Group’s future liquidity as well as
compliance with the regulatory capital requirements.
Investment Company commitments are reviewed and
approved by the CEO and the CFO on a case-by-case
basis assessing the risks and return on capital.
Valuation of the balance sheet investment portfolio is
reviewed quarterly by the Group Valuation
Committee, which includes assessing the assumptions
used in valuations of underlying investments.
Trend and Outlook
Global markets remain susceptible to volatility from a
number of macroeconomic factors, specifically related
to global interest rates, and geopolitical factors. We
continue to implement measures to mitigate the
impact of market volatility and interest rate
fluctuations in line with Group policy, and respond to
the prevailing market environment where
appropriate.
Our balance sheet remains strong and well capitalised,
with net gearing of 0.25x, and with £1,098bn of
available liquidity as of 31 March 2025. In addition,
the Group has significant headroom to its debt
covenants. All of the Group’s drawn debt is fixed rate,
with the only floating rate debt being the Group’s
committed £550m revolving credit facility, which was
undrawn as of 31 March 2025. This facility is only
intended to provide short-term working capital for the
Group.
The Group’s liquidity, gearing and headroom are
detailed in the Finance Review on page 26.
Risk Description
The Group depends upon the experience, skill and
reputation of our senior executives and investment
professionals, and their continued service is vital to
our success. Breaching the governing agreements of
our funds in relation to ‘Key Person’ provisions could
disrupt investment activities or hinder our ability to
raise new funds, if not resolved promptly.
As such, the departure of key personnel may have a
significant adverse impact on our long-term prospects,
revenues, profitability, and cash flows. It could also
impede our ability to maintain or grow assets under
management in existing funds and hinder our ability to
raise new funds.
Key Controls and Mitigation
We employ an active and comprehensive approach to
attract, retain, and develop talent. This includes a well-
defined recruitment process, succession planning,
competitive long-term compensation and incentives,
and advancement opportunities through performance
appraisals and dedicated development programmes.
Regular reviews of resourcing and key person
exposures are undertaken as part of business line
reviews and the fund and portfolio company review
processes.
We maintain a focus on our organisational culture,
implementing initiatives to promote appropriate
behaviours that lead to optimal long-term outcomes
for our employees, clients, and shareholders.
The Remuneration Committee oversees the
Directors’ Remuneration Policy and its application to
senior employees, and reviews and approves incentive
arrangements to ensure they are appropriate and in
line with market practice.
Trend and Outlook
Attracting, developing and retaining key personnel
remains a significant priority for the Group. We
continue to invest in emerging and high potential
talent through focused and individual tailored
development plans. After a successful pilot, we are
launching a firm-wide mentoring programme during
FY26 to foster connections across our business and
support innovation. Additionally, having developed
and piloted a new Manager-focused programme in
FY25, we are now deploying the programme globally
to inspire team vision, drive performance, ensure
effective communication, and promote career
development.
We remain committed to strategic and considered
hiring and have welcomed senior professionals to the
firm across client-facing, investment and operational
roles. Notably, we onboarded a new Global Head of
Client Solutions Group, who will continue to build
upon our strong relationships with our sophisticated
clients and our markets. Additionally, as part of our
ongoing investment in our platform, Warsaw and India
remain key strategic growth locations.
Read more about our people on page 36.
42
ICG Annual Report & Accounts 2025
Managing risk continued
Key Personnel Risk
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Low
Market and Liquidity Risk
Medium David Bicarregui
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Antje Hensel-Roth
Grow AUM Invest Manage and Realise
Strategic alignment
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk Description
Regulations establish the framework for the
marketing distribution and investment management
of our strategies, along with supporting our business
operations. Non-compliance with professional
conduct rules and legal requirements could result in
censure, penalties, or legal action.
Additionally, the increase in demand for tax-related
transparency means that tax rules are continuing to
evolve. This raises a complex mix of tax implications
for the Group, in particular for transfer pricing,
permanent establishment and fund structuring
processes. The tax authorities could challenge the
Group’s interpretation of tax rules, resulting in
additional tax liabilities.
Changes in the legal, regulatory, and tax framework
can disrupt the markets we operate in and impact our
business operations. This may result in increased
costs, reduced competitiveness, lower future
revenues and profitability, or require the Group to
hold more regulatory capital.
Key Controls and Mitigation
The Compliance and Legal functions are responsible
for understanding and meeting regulatory and legal
requirements on behalf of the Group. They provide
guidance to, and oversight of, the business in relation
to regulatory and legal obligations.
Compliance conducts routine monitoring and in-depth
assessments to evaluate adherence to relevant
regulations and legislation.
The Tax function has close involvement with
significant Group transactions, fund structuring and
business activities, both to proactively plan the most
tax efficient strategy and to manage the impact of
business transactions on previously taken tax
positions.
Trend and Outlook
ICG operates within a continually evolving and
complex global regulatory environment. Against this
backdrop the Group consistently adapts to meet its
regulatory obligations. Throughout FY25, ICG has
focused on internal initiatives, including further
establishing the EU branch structure and
development of the global regulatory footprint, to
maintain a stable regulatory risk profile.
Legal risk continues to be impacted by the regulatory
focus on the sector, which may lead to an evolution of
the existing applicable legal framework for the
business. It also remains the case that the Group is
subject to litigation risk, which may increase as the
Group’s business expands and becomes more
complex.
The Pillar One and Two Model rules apply to the
Group from 1 April 2024. The Group’s trading
activities within FMC are subject to tax at the relevant
statutory rates in the jurisdictions in which income is
earned. As expected, Pillar One did not apply to the
Group for FY25 and we do not anticipate it will apply
for the foreseeable future. The implementation of
Pillar Two was closely modelled by the Group and we
do not expect material impact for FY25 or beyond, but
we continue to monitor closely.
The Group remains responsive to increasing scrutiny
around private markets and continues to invest in its
Compliance, Legal, and Tax teams to ensure
appropriate and relevant coverage.
Risk Description
External reporting risk refers to the potential adverse
consequences arising from inaccurate, incomplete, or
untimely reporting of the Group’s financial and non-
financial information to external stakeholders,
including investors, regulators, and the public.
This risk encompasses the possibility of
misstatements, omissions, or misleading disclosures in
the Group’s financial statements, regulatory filings,
and other communications. Ineffective management
of external reporting risk can lead to reputational
damage, loss of investor confidence, regulatory
scrutiny, and potential legal liabilities.
Key Controls and Mitigation
The Group’s financial reporting practices are aligned
to external reporting and industry standards.
Financial reporting controls are in place and are
subject to rigorous internal reviews.
Developments in accounting standards are
continually monitored to ensure the impact of new or
changed standards are properly assessed.
Sustainability disclosures are benchmarked against
relevant standards from the Sustainability Accounting
Standards Board and the Global Reporting Initiative.
Trend and Outlook
ICG continues to rigorously review changes to
regulatory and legislative requirements and client
expectations in respect to external reporting, to
ensure the Group meets stakeholder expectations
and provides confidence to investors.
Sustainability has seen particular focus from
regulators, with the EU Sustainable Finance
Framework and the UK Sustainable Disclosure
Requirements both increasing the rigour of ICG’s
reporting requirements related to sustainability-
related information.
Updates to the UK Corporate Governance Code have
enhanced ICG’s reporting requirements in relation to
our internal controls framework. The Group has
conducted an assessment of the updated Code to
ensure continued compliance with reporting
standards.
The Group remains alert to developments in reporting
requirements and standards, across an increasingly
complex global business, and continues to ensure
appropriate resource are in place to keep up with
stakeholder expectations.
43
ICG Annual Report & Accounts 2025
Managing risk continued
External Reporting Risk
Low
Legal, Regulatory and Tax Risk
Low David Bicarregui David Bicarregui
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Grow AUM Invest Manage and Realise
Strategic alignment
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk Description
The Group relies on information technology systems
to conduct its operations and serve its clients. A failure
to maintain a secure, reliable, and resilient IT
environment could expose the Group to unauthorised
access, breaches of data confidentiality, and
disruptions to system availability. Cyberattacks,
system failures, or other technology-related incidents
could compromise sensitive information, hinder the
Group's ability to make investment decisions, disrupt
operations, and damage the Group's reputation.
Key Controls and Mitigation
Operational resilience, in particular cyber security, is a
key focus of the Group’s Board and Leadership
agenda, and the adequacy of the Group’s response is
reviewed on an ongoing basis.
Business Continuity and Disaster Recovery plans are
reviewed and approved on at least an annual basis by
designated plan owners, and preparedness exercises
are complemented by an automated Business
Continuity Planning tool.
The Group’s technology environment is continually
maintained and subject to regular testing, such as
penetration testing, vulnerability scans and patch
management. Technology processes and controls are
also upgraded where appropriate to ensure ongoing
technology performance and resilience.
An externally managed security operations centre
supplies the Group with skilled security experts and
technology to proactively detect and prevent
potential threats and to recover from security
incidents, including cyber attacks.
Trend and Outlook
To maintain pace with the ever-evolving threat
landscape, the Group continues to invest in our
platform and systems to support the increasing
breadth and scale of our business and to position ICG
for future growth.
As part of the Group’s commitment to cyber and
information security, ICG certifies against the
ISO27001 framework. Up-to-date and maintained
cyber hygiene, vulnerability scanning, technical
surveillance countermeasures alongside user
education make up the core components of the
Group’s cyber security with external threat
intelligence used to inform investments in solutions to
ensure our data is protected and secure.
ICG is responsive to technological enhancements,
including the growing presence of Artificial
Intelligence, to ensure that we are properly equipped
to mitigate evolving cyber security risks, as well as
positioning the Group to utilise new tools to support
our continued growth.
Risk Description
The Group relies on third-party providers for certain
functions as part of our business model, including
managing service provider arrangements for our
funds. The most significant relationships are with
Third Party Administrators (TPAs).
There is a risk that TPAs may not fulfil their
contractual obligations, which could impact our
operations and hinder our ability to meet client and
stakeholder expectations.
Additionally, failure of the Group to maintain
sufficient knowledge, understanding and oversight of
the controls and processes in place to proactively
manage our TPAs could damage the quality and
reliability of these TPA relationships.
Key Controls and Mitigation
The TPA oversight framework consists of policies,
procedures, and tools to govern the oversight of key
suppliers, including our approach to selection,
contracting and on-boarding, management and
monitoring, and termination and exit.
Ongoing monitoring of the services delivered by our
TPAs is undertaken through regular oversight
interactions where service levels are compared to the
expected standards documented in service
agreements and agreed-upon standards.
Trend and Outlook
The Group has continued to embed the TPA
Governance and Oversight Framework, gathering
consistent evidence of the ongoing performance of
our TPAs. This has allowed the operational oversight
teams to identify trends and themes that impact
service levels and provides a guide to where additional
oversight activities are required. The teams work in
partnership with our TPAs to ensure consistent
performance levels are maintained and issues are
remediated on a timely basis.
The KPI reporting allows the Group to benchmark the
performance of our TPAs against each other, thereby
providing information to support a decision around
potential rationalisation of the portfolio. The Group
has assessed the potential for improved operational
efficiency and streamlined investor experience in
reaching a decision on the appropriate number of
TPAs to utilise. As a result, the Group is currently
undertaking a programme to reduce the number of
key TPA relationships.
44
ICG Annual Report & Accounts 2025
Managing risk continued
Third-Party Provider Risk
Medium
Information Technology and Security Risk
Medium David Bicarregui David Bicarregui
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Executive Director
responsible:
Risk
appetite:
Risk
trend:
Strategic
alignment:
Grow AUM Invest Manage and Realise
Strategic alignment
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
45
ICG Annual Report & Accounts 2025
Sustainability at a glance
For more information on
ICG’s approach to Sustainability
and Responsible Investing, read
our FY25 Sustainability and
People Report:
www.icgam.com/spr
ICG has been a signatory to the UN PRI since 2013
and has been highly rated by third-party ratings
and assessments.
Embedding
sustainability
ICG considers sustainability in our investment approach
and in our own operations. By supporting responsible
andsustainable business practices, we can manage
sustainability-related risks and capitalise on opportunities
for our clients and stakeholders.
ICG’s Sustainability
Ratings and Assessments
for year ending 31 March 2025
UN PRI 2023 Assessment
1
Policy, Governance and Strategy
Indirect – Private Equity
Direct – Private Equity
Fixed Income – Corporate
Fixed Income – Private Debt
Confidence Building Measures
S&P Global Corporate
Sustainability Assessment
Scored 63/100
Retained membership in the DJSI
Europe Index
(2023: 60/100; 2022: 65/100)
MSCI ESG Ratings
(on a scale of AAA-CCC)
Maintained Industry Leader rating of
AAA
(2023: AAA; 2022: AAA)
Sustainalytics ESG Risk Ratings
Maintained Low Risk rating – score of
13.0
Top second
percentile among Asset
Management and Custody Services
companies assessed by Sustainalytics
(2022: Low risk – 15.8/100; 2021: Low risk -
18.6/100; 2020: Medium risk – 21.6/100 )
CDP Climate Change
ICG retained CDP Climate Change
Leadership score of
A–
(2023: A-; 2022: A-)
FTSE4Good Index
7th consecutive year
ICG retained membership
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
1. In line with PRI requirements, ICG’s most recent PRI
assessment was 2023. This is because PRI re-configured their
framework in 2024.
Climate-related risks
and opportunities
This report provides an overview of how ICG manages
exposure to climate-related risks and builds processes and
capacity to capitalise on climate-related opportunities.
46
ICG Annual Report & Accounts 2025
Climate-related Financial Disclosures
See our previous TCFD reports on our
website: www.icgam.com/sustainability-esg
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
In determining the relevance and materiality
of information presented, we consider:
A Our investments
Climate change may have a material impact
(both positive and negative) on investment
performance and returns over the short, medium
and long term. Even though the third-party funds
we manage are generally not consolidated into
the Group from a financial perspective, we
consider the climate-related risks and
opportunities surrounding these funds and
our fund management activities to be a key
part of our business.
B Our Group operations
As an alternative asset manager, our own
operations are considerably less material than
our investment activity. However, we believe
it is important to manage the climate impacts,
risks and opportunities in our operations.
This report is consistent with the
recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD).
This report also takes into consideration the
TCFD’s Supplemental Guidance for Asset
Managers.
The following entities within the Group, which are
regulated by the Financial Conduct Authority
(FCA), are in scope of chapters 2.1 and 2.2 of the
FCA’s Environmental, Social and Governance
(ESG) Sourcebook, which requires firms to publish
a ‘TCFD entity report’ containing climate-related
disclosures consistent with the TCFD
recommendations: ICG Alternative Investment
Limited and Intermediate Capital Managers
Limited. These firms rely on this report to fulfil
their entity-level disclosure requirements.
47
ICG Annual Report & Accounts 2025
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Navigating our Climate-related Financial Disclosures
Governance
ICG’s governance of climate-related risks
and opportunities
TCFD recommended disclosures:
A Describe the Board’s oversight of climate-
related risks and opportunities.
B Describe management’s role in assessing and
managing climate-related risks and
opportunities.
The report follows the four thematic areas of the TCFD recommendations to outlines the Group’s approach
to climate-related risks and opportunities covering governance, strategy, risk management and metrics and
targets.
Governance
Read about ICG’s governance of
climate-related risks and opportunities
on pages 47 - 49 including:
– Our Group’s governance structure for
oversight of climate-related risks and
opportunities
– The role of the Board and management in
overseeing, managing and assessing climate-
related risks and opportunities
– How our remuneration approach considers
climate-related matters
– Climate-related training and capacity building
Strategy
Read about actual and potential impacts of
climate-related risks and opportunities on
ICG on page 49 - 55 including:
– The risks and opportunities we have identified
over the short, medium and long term
– The resilience of our strategy and business
model to climate-related risks, including the
climate risk exposure of our investment
portfolio
– Our approach to decarbonising our
investment portfolio
– How we consider climate-related risks and
opportunities in the development of new
investment strategies
Risk Management
Read about the processes used
by ICG to identify, assess and manage
climate-related risks on page 56 - 58
including:
– How climate risks and opportunities are
embedded in our Group Risk Management
Framework (RMF)
– How climate risks and opportunities are
incorporated into fund management and
the investment process
Metrics and targets
Read about the metrics and targets used
by ICG to assess and manage relevant
climate-related risks and opportunities
on page 59 - 60 including:
– Our climate-related targets
and commitments
– Other metrics we use to measure
climate-related risks and opportunities
Group GHG emissions
statement
Read our Group GHG emissions
statement on page 61 - 62 including:
– Our Scope 1 and 2 operational emissions
– Selected Scope 3 categories including
business travel, and purchased goods
and services
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
The Group’s governance structure and risk
management framework (RMF) incorporates
oversight and management of climate-related risks
and opportunities .
The Board sets the Group’s strategic direction and
objectives, including reviewing annual business plans,
annual budgets, performance objectives and
determining the risk appetite of the Group. When
doing so, it considers material factors including, as
relevant, those related to climate change. The Board
receives reports on client considerations, client
experience, investment performance and
sustainability matters, including regular updates on
climate-related matters.
The Board has delegated oversight of climate-related
matters, including progress towards ICG’s
decarbonisation commitments and the
implementation of ICG’s Responsible Investing and
Climate Change Policies, to the Chief Executive
Officer (CEO), with support from the Chief Financial
Officer (CFO) and the Chief People and External
Affairs Officer (CPEAO). The CEO, who also serves as
Chief Investment Officer (CIO), has ultimate
accountability for and oversight of investment
processes within ICG’s funds and is therefore
responsible for climate-related issues across the
investment process and in our portfolios.
The CFO is responsible for ensuring climate-related
risks which might impact the Group’s own operations
are understood and mitigated. The Operations and IT
teams are responsible for assessing and managing
climate-related risks associated with Group offices, IT
infrastructure or third-party vendors.
The diagram below provides an overview of the
Group’s governance structure for the oversight,
assessment and management of climate-related risks
and opportunities.
48
ICG Annual Report & Accounts 2025
Climate-related Financial Disclosures continued
Group’s governance structure for the oversight, management and assessment of climate-related risks and opportunities
ICG plc Board of Directors
Executive Directors Remuneration Committee Risk Committee Audit Committee
Investment teams
Responsible
Investing Committee
2
Sustainability team
Investment Committees
1
Risk Oversight and Control functions
3
Climate assessment and stewardship of investment portfolios
Oversight of Group strategy and risk, receiving regular updates on sustainability and climate-related matters at least twice annually
– Responsible for implementing the Group’s approved strategy, including driving our decarbonisation goals and various
climate-related programmes
– CEO has lead responsibility for sustainability and climate-related matters and reviews and guides any decisions made
regarding investment strategies, including the update and implementation of ICG’s Responsible Investing Policy and
the Climate Change Policy
– Receive regular updates on sustainability and climate-related matters
– Oversees the Directors’
Remuneration Policy and its
application to senior employees,
including the inclusions of
sustainability related KPIs, and
reviews and approves incentive
arrangements to ensure they are
commensurate with market
practice
– Oversees the Group’s Risk
Management Framework (RMF),
compliance processes and
procedures, and controls
assurance to ensure that all risks,
including sustainability and
climate-related risks, are identified,
managed and monitored and that
the Group is compliant with all
applicable regulation
– Oversees the Group’s financial
reporting and related elements of its
internal financial controls, including
TCFD disclosure obligations of the
Group and other climate-related
disclosure requirements, such as the
UK Streamlined Energy and Carbon
Reporting (SECR) requirements )
– Responsible for ensuring that climate-related issues are appropriately considered when taking an investment decision
and that the Sustainability team’s guidance is accounted for where climate-related issues are material or unclear
– Responsible for day-to-
day implementation of the
Responsible Investing
Policy, Climate Change
Policy, and integration of
climate-related matters in
investment processes,
guided by their respective
members of the RI
Committee and the
Sustainability team
– Promotes, supports, and
helps to integrate
responsible investing
practices across ICG’s
investment strategies in
line with ICG’s
Responsible Investing
(RI) and Climate Change
(CC) policies
– Provides subject-matter expertise to support the
assessment and management of climate-related
risks and opportunities across ICG’s fund
management activities, including assessment and
engagement of investments; setting strategic
objectives and targets; building capacity across the
organisation; and fostering collaboration within
the industry
– Works closely with Risk Oversight and Control
functions within the Group, to ensure adequate
governance frameworks and controls are in place
to assess and manage climate-related risks
1. Each fund has its own Investment Committee (IC). The ICs are comprised of senior investment professionals, including the
respective fund Portfolio Manager(s).
2. The Responsible Investing Committee is made up of the Head of Investment Office, Global Head of Sustainability, and senior
investment professionals from ICG’s investment strategies.
3. Legal, Compliance, Risk, and Internal Audit functions.
Governance continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
49
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Climate-related Financial Disclosures continued
Governance continued
The actual and potential impacts of climate-
related risks and opportunities on ICG’s
businesses, strategy and financial planning.
TCFD recommended disclosures:
A Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium and long term.
B Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy, and financial planning.
C Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario.
Remuneration
Our remuneration approach encourages and reflects
sustained, long-term performance, which aligns our
executives with the interests of our stakeholders. As
outlined on page 96, Culture, Inclusion and
Sustainability is a KPI included in the balanced
scorecard of the Executive Director's single variable
pay award.
The Group integrates sustainability (including, where
relevant climate change matters) into the annual
performance appraisals for all portfolio managers via
an annual attestation. This practice ensures
alignment, accountability, and compliance with
regulatory requirements. It also empowers portfolio
managers to lead by example, ensuring their teams
consider sustainability and climate-related factors in
their investment approaches.
Training and capacity building
Training is essential for embedding climate-related
risk considerations across all areas of ICG. The
Sustainability team provides updates on emerging
topics, regulatory changes, and industry best
practices, making use of appropriate governance
structures and internal working groups. In FY25
topics included: enhancements to our Pre-Investment
Sustainability Assessment, anti-greenwashing
training, and developments in global sustainability
reporting requirements.
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Strategy
Climate-related risks and
opportunities
When identifying climate-related risks and
opportunities that may impact our business, we
consider a range of factors such as whether they
may impact our own operations or our
investments, the type and size of investments and
related strategy and/or asset class, the geography,
the sectoral focus and the external market
environment. For more information on
identification, assessment and management of
climate-related risks see the Risk Management
section of our Climate-Related Financial
Disclosures on page 56.
We consider climate-related risks and
opportunities across three time horizons: short
term (0 to 5 years), medium term (5 to 10 years)
and long term (10+ years). These are broadly
related to the length of an individual investment
(short term), the length of a fund’s life (medium
term) and any time horizon greater than 10 years
(long term).
The table on page 50 outlines potential climate-
related risks and opportunities we have identified
for the Group and their potential impact on our
business, strategic objectives, and financial
planning, as well as their link to the Group’s
Principal Risks. Each of these climate-related risks
and opportunities may contribute, in varying
degrees, to the manifestation of the principal risks
they relate to. The Group has implemented a range
of mitigating controls for these risks.
Key developments
In FY25 we further embedded processes for
climate-risk management through establishing a
cross-functional working group related to
sustainability and climate regulation and reporting
with the aim of enhancing co-ordination and
appropriate knowledge sharing. Given these are
working level groups, they are not detailed in the
governance structure above, but still form an
important part of our overall approach to climate
governance and risk management.
Risk or
opportunity
category
Risk or opportunity description Potential impact on ICG
as an asset manager
Time
horizon
Link to ICG
Principal Risk
Mitigating activities Ref
Transition Risk:
Market and
technology
1. Clients consider that ICG’s approach to
sustainability is not sufficient, including
that we are not managing climate risks
or opportunities appropriately
Loss of AUM, market share and
related revenues
Short to
Medium
term
External
Environment Risk
Fundraising risk
– Ongoing interactions with clients and the wider market to evolve our approach to climate as appropriate.
– The Group’s New Product Approval process requires sustainability considerations, including climate-
related risks and opportunities, to be integrated into the design of new strategies or funds where we have
influence to drive better sustainability outcomes
51, 55
2. Climate change affects demand for the
products and/or services of companies
in our investment portfolio
Lower fund performance and impact
on track record
Medium
to Long
term
Fund Performance
Risk
– Implementation of our Responsible Investing and Climate Change Policy
– Transition climate risk considerations embedded throughout investment process (see page 57)
– Our investment portfolio decarbonisation approach and targets (see pages 53)
51 - 53
Transition Risk:
Policy,
regulatory
and legal
3. Regulatory breaches and legal action
related to climate change for ICG
Fines, litigation costs and
reputational damage
Short to
Medium
term
Legal, Regulatory
and Tax Risk
External Reporting
Risk
– Global regulatory horizon scanning, including current and emerging sustainability and climate-related
regulations by both ICG and our external legal counsel
– Participation in industry working groups focused on effective implementation of sustainability-related
regulations
– Sustainability regulatory and reporting working group within the Group comprising Legal, Sustainability,
Risk and Compliance, Finance, Client Services and Technology functions monitoring the implementation
of new regulatory and disclosure requirements across the Group
48, 49,
58
4. Regulatory compliance costs, regulatory
breaches and legal actions related to
companies and assets in our investment
portfolios
Lower fund performance and impact
on ICG’s track record leading to
reduced demand for our funds; lower
asset valuations impacting the Group’s
balance sheet and fund investments
Medium to
Long term
Fund Performance
Risk
– Implementation of our Responsible Investing and Climate Change Policy
– Climate risk embedded throughout investment process (see page 57)
– Engagement with companies on climate-related regulation
– Our investment portfolio decarbonisation approach (see page 53) and commitments (see page 59)
– Global regulatory horizon scanning, including current and emerging sustainability and climate-related
regulations
– Participation in industry working groups focused on effective implementation of sustainability-related
regulations
57-58
Physical risk:
Acute &
Chronic
5. Acute risk to investments: extreme
weather affects companies in our
investment portfolios and their
value chains
Affecting company valuations and
reducing returns of investment portfolios
Medium
to Long
term
Fund Performance
Risk
– Implementation of our Responsible Investing and Climate Change Policy
– Climate risk embedded throughout investment process (see page 57)
57-58
6. Chronic risk to investments: long-term
effects of climate change, like temperature
and sea-level rise, affect companies in our
investment portfolio and their value chains
Affecting company valuations and
reducing returns of investment
portfolios
Medium
to Long
term
Fund Performance
Risk
– Implementation of our Responsible Investing and Climate Change Policy
– Climate risk embedded throughout investment process (see page 57)
57-58
7. Acute & chronic risk to Group: potential
disruption caused to ICG operations and/or
key third-party providers
Impact on ICG’s ability to operate Long term
External
Environment Risk
– IT infrastructure systems and data resides in the cloud and the Group leverages cloud services from
multiple providers, further reducing concentration risk
– The Group operates from leased offices and our employees have the ability to work remotely
55, 58
Transition
& Physical
Opportunity:
Products and
Services
8. Opportunity to evolve existing or develop
new investment strategies related to climate
to meet client demands
Increased AUM, market share and
related revenue
Short to
Medium
term
N/A – opportunity – Ongoing interactions with clients and the wider market to evolve our approach as appropriate.
– The Group’s New Product Approval process requires sustainability considerations, including climate-
related risks and opportunities, to be integrated into the design of new strategies or funds where we have
influence to drive better sustainability outcomes
– The development and launch of investment strategies with a climate focus (see page 55 for more details)
55
Transition
Opportunity:
Market and
Reputation
9. Integrating climate considerations in fund
and investment decision-making manages
risks and drives opportunities
Enhanced fund performance, track
record, and reputation, leading to
further AUM, market share and
related revenue
Short to
Medium
term
N/A – opportunity – Implementation of our Responsible Investing and Climate Change Policy
– Climate risks and opportunities embedded throughout investment process (see page 57)
– Our investment portfolio decarbonisation approach (see page 53) and commitments (see page 59 )
57-58
50
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Strategy continued
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Resilience of our business and strategy
to climate-related risks and
opportunities
ICG’s strategic focus of ‘scaling up and scaling
out’ (see page 13) involves responding to client
demands and expectations through the development
and enhancement of our investment strategies. This
includes the appropriate inclusion of climate-related
matters in funds and strategies. As such, this ensures
that, over the medium to long term, we meet clients’
expectations related to our approach to managing
climate-related risks and opportunities and ensures a
level of flexibility in our response to this risk under
different potential climate change scenarios (see risk
1 in the table above). For more detail on how we are
incorporating climate-related matters into the
development of our investment strategies see page55.
The Group business model is based primarily on
management fee income, paid by our clients for
managing investment funds, and as such is long term
and visible in nature. Management fees are
predominantly charged on the basis of invested or
committed capital that is contractually locked in for
the long term.
As a result, short-term increases or decreases in the
valuation of individual investments or funds
(including those resulting from climate-related
matters) would not immediately impact the Group’s
financial position. In the medium to long term, the
impact of climate-related matters on valuations may
impact the performance of funds and thus our track
record and ability to raise further capital.
An indication of the resilience of our portfolio to
climate-related risks is provided by the climate risk
exposure assessment we undertake as part of our
pre-investment sustainability assessment before
making direct investments. The methodology for the
assessment is tailored to the nature of the investments,
i.e. in a company versus in a real estate asset.
Climate risk in our investments in companies
Our climate risk exposure assessment for companies,
assigns each investment opportunity an overall
climate risk exposure designation on a 4-grade scale
from Low to Very High. The designation combines
exposure to transition risk and physical risk, taking
into account the company’s sector, countries of
headquarters and, where available, key operational
assets.
The current assessment has inherent limitations. It
considers a limited number of predefined inherent
attributes about a company and does not measure
the likely financial impact on a given company. Data
availability for the assessment can vary depending on
the strategy and when the assessment was
undertaken, which means the methodology can differ
slightly for each assessment.
Before June 2024, the assessment only considered a
very limited amount of mitigation, control or
adaptation measures put in place by companies
before our investment. And, given it is undertaken
pre-investment, does not consider risk mitigation
carried out following our investment or measures we
undertake to decarbonise our portfolio.
Read more about our approach to
decarbonising our investment portfolio on
pages 54 and 55.
Read more about our approach to assessing
and managing climate risks in our portfolio on
pages 56 to 58, including more detail on our
updated approach.
Find out more about our Responsible Investing
Policy and Climate Change Policy including our
Exclusion List: www.icgam.com/sustainability
Climate risk exposure designation
As at 31 December 2024, only 1.3% of assessed
portfolios received a Very High climate risk
designation (2023: 1.8%; 2022: 3.3%)
and 92.4%
received low or medium (2023: 91.6%; 2022: 85%).
1
This reflects the consistent implementation of our
Climate Change policy which includes our exclusion
list and our pre-investment climate risk exposure
assessment. Our exclusion list prohibits direct
investments in certain coal, oil and gas activities,
which generally limits the exposure of our portfolios
to investments with a higher climate risk. For
investment opportunities allowable under our
exclusion list we also undertake the detailed pre-
investment climate risk exposure assessment for
consideration as part of the investment decision.
Since the climate risk exposure assessment was
introduced four years ago, we have declined
approximately 165 investment opportunities
2
where
climate-related risk was a contributing factor to the
decision. Around 50 of which were in FY25.
Key developments
We continue to strengthen our approach to
climate-related risk in our investments. In June
2024 we launched an updated pre-investment
sustainability assessment. This includes greater
consideration of the actions, controls and
adaptations that potential investees are taking to
mitigate their inherent climate risk exposure.
Building on these improvements and in order to
utilise improving technological capabilities, in
FY26 we will be adding further detail and nuance
through an updated approach to our assessments.
We do not yet have a comparable view across our
portfolio that utilises these more nuanced
approaches. As an increasing proportion of
investments go through our enhanced
assessments we will be able to present more
nuanced insights across the portfolio. Read more
about our improving approach to climate risk
assessments on page 58.
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Inherent (pre-mitigation) climate risk exposure as at 31 December 2024
Low Medium High Very high
Distribution of climate risk designation for total assessed ICG portfolios
1
Inherent (pre-mitigation) climate risk exposure as at 31 December 2023
57.5%
60.8% 30.9%
34.9% 6.4%
1.3%
6.6%
1.8%
1. This assessment does not incorporate the climate risk mitigation measures undertaken by potential investees that we have
started considering separately in our pre-investment climate risk exposure assessment. As such this is a conservative assessment
that may over-state the climate risk exposure of our investment portfolio.
2. As at 31 March 2025 as tracked by investment teams since February 2021 when ICG's Enhanced Exclusion List was introduced.
Excludes Real Estate.
The proportion of investments with potentially
heightened exposure to climate-related risks (i.e. a
Very High climate risk designation) by asset class is
presented in the table above. Overall, we continue to
see a low and decreasing inherent exposure across all
assessed portfolios managed by ICG, reflecting
implementation of our Climate Change Policy.
For investments with High or Very High designations
we conducted additional analysis before investment,
to better understand the specific exposure of the
business and the current approach taken by the
company and/or its financial sponsor to address any
such exposure.
Our approach to scenario analysis for
investments in companies
Our pre-investment sustainability assessment
considers the exposure of potential investments to
transition-related climate risks under different
scenarios.
Transition risks
Since 2023 we have incorporated sector-based
transition risk scenario analysis as part of the climate
risk assessment conducted as standard for all new
direct investment opportunities in companies.
This scenario analysis incorporates metrics from
transition scenarios provided by the Network for
Greening the Financial System (NGFS) to adjust the
overall climate risk assessment score including:
– Below 2°C – this scenario assumes that climate
policies are introduced immediately and become
gradually more stringent. This scenario gives a 67%
chance of limiting global warming to below 2°C by
the end of the century. Under this scenario net zero
emissions are achieved after 2070. Physical and
transition risks are both relatively low.
– Delayed Transition – this scenario assumes that
global annual emissions do not decrease until 2030.
Strong policies are then needed to limit global
warming to below 2°C. It assumes new climate
policies are not introduced until 2030 and the level
of action differs across countries and regions based
on currently implemented policies. As a result,
emissions exceed the carbon budget temporarily
and decline more rapidly after 2030 to ensure a
67% chance of limiting global warming to below 2°C
by the end of the century. After 2030 this leads to
both higher transition and physical risks than the
Below 2°C scenario, however transition risks before
this are lower.
The graph above outlines the distribution of climate
risk exposure designations under each of the two
scenarios for investments in our portfolio that have
gone through this assessment.
5
This is a subset of the
total companies in our portfolio given an overall
climate risk designation on page 51 but still provides a
useful indication of how different climate scenario
may impact our portfolio’s climate risk exposure.
Overall the exposure to potentially heightened
climate-related risk is limited under both scenarios
and almost negligible under a ‘Delayed Transition’
scenario.
As with the climate risk exposure designations on
page 51, there are inherent limitations to this
scenario assessment, including the limited numbers
of pre-defined attributes of a company that are taken
into account, and the likely financial impact on the
company.
Key developments
As with our overarching climate risk scores (see
page 51) for all investment opportunities since
June 2024, we now also consider company
specific mitigation, control or adaptation
measures under both a Below 2°C and a Delayed
Transition scenario for transition risk. Given the
recent implementation of this approach these
mitigation measures are not reflected in the
climate risk designation in the above graphs.
Read the full description of the scenarios
on the NGFS website:
www. ngfs.net/ngfs-scenarios-portal/explore
52
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Climate-related Financial Disclosures continued
Structured Capital
and Secondaries
2
Infrastructure
Equity
Private Debt Credit
3
Year
2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022
% of portfolio (by unrealised value)
exposed to potentially heightened
climate-related risks
4
1.5% 2.2% 2.1% —% —% —% —% 0.2% 0.3% 2.0% 3.0% 7.8%
Exposure of assessed portfolios to potentially heightened climate-related risks by asset class
1
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5. Approximately 50% of assets by unrealised value. The
remainder is made up of legacy investments and also a
smaller proportion of recent investments that have been
assessed using our improved, but not yet comparable,
methodology. As with the climate risk designation this
excludes ICG Enterprise Trust, LP Secondaries, Alternative
Credit and Third Party CLOs.
Below 2°C as at 31st December 2024
55.8%
63.5%
Distribution of climate risk designation under ‘Below 2°C’ and ‘Delayed Transition’
Delayed Transition as at 31 December 2024
Low Medium High Very high
29.8%
7.7%
28.2%
7.9%
6.8%
0.5%
1. Portfolio composition as at 31 December in each respective
year.
2. Excludes ICG Enterprise Trust and LP Secondaries – assessed
portfolios in 2024 represent 93% of AUM in this asset class as
at 31 December 2024 (2023: 94%, 2022: 93%, 2021: 93%).
3. Excludes Alternative Credit and investments in third-party
CLOs. Assessed portfolios in 202 represent 91% of AUM in
this asset class as at 31 December 2023 (2023: 92%2022:
87%, 2021: 91%).
4. 2024 and 2023 figures based on unrealised value, whereas
2022 and 2021 are based on invested cost. Liquid Credit
figures which are based on Market Value of investments for
all years. All figures as at 31 December in the respective year;
if not available as at that date we have used the latest available
validated figures at the time of conducting the assessment.
Physical risks
In contrast to transition risks, physical risks are
location and operating model specific to a much
greater degree.
Since June 2024, our Pre-Investment Sustainability
Assessment undertaken for direct investments in
companies includes physical climate risks
considerations that utilise a company’s sector, and
location of key operating facilities. The assessment
also considers actions taken by the company to
mitigate physical risks such as measures to enhance
the resilience of key operational facilities to climate
hazards.
Corporate strategies include location-specific
physical risk assessments for critical facilities in the
scope of external sustainability due diligence (where
commissioned) with a template assessment complete
for each location utilising climate databases across
multiple hazards (flood, wind – including cyclones –
wildfire, geomorphic events (tsunami, landslide,
volcano, earthquake). Where there is a high
dependency or impact on water resources, a water
stress assessment is completed .
After this assessment, we then consider the risk
mitigation and adaptation measures that have been
implemented by the company.
This approach identifies physical risks for critical
assets where our capital is most exposed but does not
allow comparison across companies or fund-level risk
monitoring, which limits our ability to present an
aggregate portfolio wide assessment.
Climate risk in our real estate
investmentportfolio
For real estate investments, a comprehensive climate
risk assessment is performed for all assets.
Based on feedback from investment teams, the real
estate transition risk assessment was revised from a
RAG rating to focus explicitly on: (i) energy
performance ratings
1
, (ii) required capex for regulatory
compliance
2
and (iii) additional capex for benchmarks
like the CRREM pathways
3
or green buildings
certifications
4
.
Risk mitigation strategies include risk
transfer (tenant or sponsor obligations to improve
assets to required standards) or inclusion of sufficient
capex within business plans for assets.
For physical risks in our real estate investments, a site-
specific hazard exposure assessment is conducted by
an external third party across multiple potential
hazards, using the IPCC SSP 8.5 scenario. Based on
assessments performed during the financial year,
drought was the most common elevated or severe
potential risk hazard identified, alongside heat,
precipitation, and flood risk hazards. Where elevated
risk is identified, mitigation and resilience measures are
considered, alongside any additional measures that
may be required to reduce this risk to an acceptable
level.
Decarbonising our investment portfolios
Investment decision making and engagement are an
important aspect of our management of climate-
related risks and opportunities. Our approach to
driving decarbonisation outcomes in our investment
portfolio is largely dependent on the level of influence
we have with the investment.This can vary significantly
across the range of our investment strategies.
1. Direct investments in companies where ICG
has sufficient influence (Relevant
Investments)
5
Key information
25.2%*
of AUM, as at 31 March 2025
* Includes AUM in strategies which may make Relevant Investments:
European Corporate, APAC Corporate, and Infrastructure Equity
Key Investment Strategies:
European and APAC Corporate
European Infrastructure
ICG has a portfolio coverage science-based target
(‘SBT’) approved and validated by the SBTi which
states that: 100% of Relevant Investments (by
invested capital) will have SBTi-validated science-
based targets by 2030, with an interim target of 50%
by 31 March 2026 (see page 59 for more details).
To date, most portfolio companies that qualify as
Relevant Investments are in the early stages of their
decarbonisation journeys when ICG makes its initial
investment. Indeed, only one Relevant Investment
had a pre-existing target that was either validated by
the SBTi or in the process of being validated at the
point of our initial investment.
Hence, we have an onboarding and engagement
programme to support portfolio companies where we
have sufficient influence with identifying and executing
critical steps to decarbonise their business model and
address climate-related risks and opportunities.
Example engagement measures include:
– Assigning senior-level responsibility for climate-
related matters;
– Sharing the results of our company-specific climate
risk assessment, including scenario analysis;
– Supporting a carbon footprint assessment of the
business and the development of board-level
approved climate action and decarbonisation plans
with appropriate allocation of resources;
– Establishing company-specific decarbonisation KPIs
and targets, in line with the requirements of the
SBTi; and
– Monitoring progress annually on the
implementation of emission reductions initiatives to
deliver on set plans and targets.
Key developments
As at 31 March 2025:
Engaged 100% of Relevant Investments
4
across
five investment strategies
5
, representing
approximately $9.5bn of invested capital.
77.3% of Relevant Investments (by invested
capital) have set SBTi-validated targets or
submitted for validation
6
– again exceeding our
interim target of 50% in advance of the 2026
deadline.
For further details on our progress against our
portfolio coverage SBT, see our FY25
Sustainability and People Report.
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Auditor’s report and financial statements
Other information
4. Relevant investments are direct investments where ICG has
sufficient influence defined by the Science based target
initiative (SBTi) as having at least 25% of fully diluted shares
and a board seat.
5. Europe Corporate, Asia Pacific Corporate, Europe Mid-
Market, European Infrastructure, and certain seed assets.
6. Measurement in line with the SBTi guidance for the private
equity sector. A Relevant Investment must be relevant for at
least 24 months or have set an SBT already. SBTi currently
does not validate SBTs for educational institutions, so three
Relevant Investments in this sector are excluded, as well as
one investment with which we do not have governance
rights, given the particular board structures in that country.
Invested capital measured at 31 March 2025 FX rates.
1. Where available and as relevant under local regulations,
e.g. UK Energy Performance Certificates (EPCs), Diagnostic
de Performance Énergétique (DPE) in France, Energieausweis
or Energiepass in Germany.
2. For example Minimum Energy Efficiency Requirements
(MEES) in the UK.
3. For example BREEAM in-use certifications or DGNB
(Germany).
2. Direct or indirect Investments in companies
where we do not have sufficient influence
Key information
66.8%
of AUM, as at 31 March 2025
Key Investment Strategies:
Senior Debt Partners
North America Private Debt
Strategic Equity
ICG Enterprise Trust
Liquid Credit
CLOs
For other investments where we have limited or no
influence, our engagement with companies and/or
their private equity sponsors focuses on
understanding current practices and encouraging
improvement, where possible.
As comprehensive sustainability disclosures are still
nascent among private companies, our focus of
engagement has been on improving transparency on
sustainability matters, including disclosure of GHG
emissions and decarbonisation plans. Improved
coverage and quality of data is critical to
understanding the carbon footprint of our portfolios
and financed emissions attributable to ICG and its
funds. See page 59 ‘Climate data challenge in private
markets ’ for further details.
3. Real estate investments
Key information
8.0%
of AUM, as at 31 March 2025
Key Investment Strategies:
European Real Estate Debt
Strategic Real Estate
Buildings account for 40% of energy consumption
and 36% of CO
2
emissions in the EU
1
. As a result,
there is a growing regulatory focus and increasing
ambition for emissions reduction across the built
environment. ICG employs different tools to drive
decarbonisation across its real estate portfolio,
depending on the investment strategy.
ICG’s active European Real Estate Debt funds have a
loan framework designed to incentivise sponsors to
decarbonise assets, via issuance of sustainability-
linked financing. As at 31 March 2025, 12 loans have
been issued under the fund’s Green Loan
Framework. Recent vintages of ICG’s European Real
Estate Debt Fund have an updated Sustainable Loan
Framework which remains focused on reducing
operational carbon.
ICG’s Strategic Real Estate (SRE) funds have a
proportion of capital allocated towards making
sustainability improvements across the portfolio
(‘Sustainable Capital Allocation’). During the financial
year, an expert advisor performed a review of the
SRE portfolio against the CRREM
2
pathways, which
are the established 1.5ºC pathways to measure
alignment for real estate properties. Outputs of the
review will inform prioritisation for use of available
SCA funds.
Tools and frameworks to measure
attainmentof decarbonisation progress
acrossasset classes
To manage climate-related risks and opportunities
at scale requires greater transparency in private
markets, including reliable GHG emissions data and
industry-established tools and frameworks to
measure attainment of decarbonisation progress
across asset classes. Both areas have seen some
improvement in recent years but require expanded
focus and attention.
For this reason, in 2023, ICG joined forces with over
200 GPs and 40 LPs active in private markets to
determine a common language for asset managers
to describe where their portfolios are on their
decarbonisation journey and the proportion that is
managed in alignment with a 1.5ºC pathway. The
result was the publication of the Private Markets
Decarbonisation Roadmap (PMDR). Through its
Alignment Scale, the PMDR proposes an industry-
consistent approach and criteria to classify portfolio
companies along the decarbonisation trajectory, with
the intent to incentivise real action across and within
assess classes. ICG has begun incorporating the
PMDR Alignment Scale in its pre-investment
assessment and post-investment monitoring tools,
and utilises it in fund-related disclosures to clients.
On page 59, we discuss in more detail the collection of
GHG emissions data in private markets.
To see the guide and further details on the
PMDR please visit the UN PRI website
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1. European Commission, February 2020.
2. Carbon Risk Real Estate Monitor (CRREM) – available at
Publications – CRREM Project.
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Developing our investment strategies
We future-proof our business in part by evolving our
existing investment strategies and developing new
ones. This enables us to better serve the needs of our
clients and to capitalise on a wider range of
investment opportunities.
An enhanced focus on sustainability can be a source
of competitive advantage. ICG seeks to integrate
sustainability considerations, including those related
to climate change mitigation and adaptation, into the
design of new investment strategies or funds where
we have influence to drive outcomes which might
support risk mitigation and/or value preservation. For
new strategies or funds where we have sufficient
influence, we might also seek to consider science-
based decarbonisation targets that support the goals
of the Paris Agreement.
We also seek opportunities which fit ICG’s
investment approach and ability to invest across the
capital structure. For example, investments in real
assets, such as commercial real estate, housing
developments, renewable energy and other
infrastructure delivering core services, can play an
important role in supporting global economic growth,
enhancing social cohesion, and delivering the
transition to a low-carbon economy. To capitalise on
this growing investment opportunity, ICG has
launched a number of strategies investing in
infrastructure and real estate that have sustainability
frameworks designed to deliver tangible targeted
improvements in the performance of assets as part of
their asset management plans.
Key developments
As at 31 March 2025, strategies with specific
sustainability frameworks targeting
improvements in the performance of assets
1
represent account for 65% of AUM in real assets
compared to 61% as at 31 March 2024, and 48%
as at 31 March 2023.
As at 31 March 2025 ICG’s European
Infrastructure has invested in total of 3.4 GW of
net renewable energy generating capacity since
the strategy was launched in 2020; compared to
2.7 GW a year earlier.
ICG’s Asia-Pacific Infrastructure strategy invests
in scalable, mid-market energy transition assets
across Japan, South Korea and India. As at 31
March 2025 it has made three investments in
renewable energy platforms.
Fund-level sustainable financing
At a fund level, we have also linked our climate
ambition to third-party financing. Since 2021, we
have raised a total of $3.1bn sustainability-linked
fund-level financing that has climate-related KPIs.
Group operations
We consider the Group’s direct operations as not
materially exposed to physical climate risks because,
among other factors, the Group primarily procures
professional and business services and does not have
a complex supply chain, nor does it make capital
investments in research and development. The
business is able to operate flexibly from a variety
of locations.
From a real estate perspective, the Group operates
from leased offices, and our employees have the
ability to work remotely. The Group has assessed the
physical climate risk exposure of its office locations
using an established external physical climate risk
assessment tool. The results indicated that none of
our key offices (London, New York, Warsaw and
Paris) are likely to be materially exposed to physical
climate-related risks in the short and medium term.
We have also linked our climate ambition to our
Group-level third-party financing. We issued a
€500 million sustainability-linked bond with
adjustments to the coupon rate linked to progress
against ICG’s approved and validated science-based
targets (see page 59).
See page 61 for ICG’s GHG emissions
statement which outlines key initiatives we
have implemented to continue to reduce our
operational carbon footprint.
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1. These include our European Infrastructure funds, and active
European Real Estate Debts funds and Strategic Real Estate
funds. See page 54 for more information on our approach to
decarbonising our Real Estate investments.
Principal risk Climate-related considerations
External Environment Risk Climate-related conditions and/or events outside the Group’s control, such as rapid
shifts in climate policy and/or clients’ climate requirements, volatility in energy
markets, and/or increased frequency and severity of extreme weather events may
adversely affect our business. This could include through reducing the value or
performance of the investments made by our funds, making it more difficult to find
opportunities for our funds to exit and realise value from existing investments, and
to find suitable investments for our funds to effectively deploy capital.
Fund Raising Risk Clients may deem that our approach to climate risks and opportunities is not in line
with their expectations which could impact our ability to raise funds. Consequently
this could impact future management fee income, restrict expansion into new
markets and asset classes, and/or limit economies of scale.
Fund Performance Risk Climate-related issues (as described above) may affect the performance of our funds,
and therefore make it more challenging to raise capital or new funds and affect our
reputation, thereby impacting the Group’s ability to grow and compete effectively.
Legal, Regulatory and Tax Risk Increasing regulatory enforcement or litigation risk for the Group and its fund
management entities due to increasing regulatory requirements. This may also led to
potential reputational damage due to instances of non-compliance with current or
emerging climate-related regulations or market/client expectations. Ensuring that
(where relevant) such requirements are embedded in our processes, procedures,
controls and disclosures.
External Reporting Risk While we take measures to ensure we are staying abreast of climate-related
regulatory matters, we must nonetheless take care to comply with appropriate
climate reporting regulations and/or meeting client requirements and expectations.
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Risk Management
The processes used by ICG to identify,
assess and manage climate-related risks
TCFD recommended disclosures:
A Describe the organisation’s processes for
identifying and assessing climate-related
risks.
B Describe the organisation’s processes for
managing climate-related risks.
C Describe how processes for identifying,
assessing and managing climate-related risks
are integrated into the organisation’s overall
risk management.
Group Risk Management Framework
Risk management is embedded across the Group
through a dedicated Risk Management Framework
(RMF), which ensures current and emerging risks
are identified, assessed, monitored, mitigated, and
appropriately governed. This is done within the risk
appetite set by the Board, i.e. the nature and extent
of the risks it is willing to take in achieving the
Group’s strategic objectives.
The Group RMF is consistent with the principles of
the ‘three lines of defence’ model (see page 39 for
more details) and this approach is applied to
climate-related risks and opportunities.
The Group adopts both a top-down and a bottom-
up approach to risk assessment.
At a Group level, climate-related risk is considered
broadly and has been incorporated into our Group-
wide RMF as a cross-cutting or embedded risk.
Thismeans that we recognise the potential impact
climate-related issues may have on other material
risks within our RMF, namely the Group principal
risks.
1
(on page 50 we highlight how the climate-
related risks and opportunities we have identified
are linked to our Group Principal Risks ).
Of the Group’s nine principal risks, we have
assessed the following as currently most likely to
be impacted by climate-related matters, to varying
degrees. On pages 39 - 44 we outlined the key
controls and mitigation activities and trends for
these principal risks which apply equally to the
climate-related considerations.
1. The Group defines principal risks as individual risks,
or a combination of risks, materialisation of which could
result in events or circumstances that might threaten
our business model, future performance, solvency,
or liquidity and reputation.
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Reputational risk, while not a principal risk, is an
important consideration for the Board and the
Executive Directors, in setting and implementing the
Group’s strategic objectives. Therefore we recognise
the potential impact to the Group if it is not seen by
stakeholders to be adequately supporting the
transition to a low-carbon economy, addressing
clients’ requirements on climate change, and
demonstrating progress towards our commitments
(see page 59).
In addition to the top-down risk assessment, the
business undertakes a bottom-up review which
involves a comprehensive risk assessment process
designed to facilitate the identification and
assessment of key risks and controls related to each
business function’s most important objectives and
processes. This is primarily achieved through the risk
and control self-assessment process (RCSA).
Key developments
The Group recently completed its annual review
of activities undertaken by the Sustainability team
through the Group’s RCSA process and
documented the key risks and controls the team is
responsible for, including those related to climate.
Incorporating climate considerations
into fund management
We recognise that climate change may have a
material impact on investment performance and
returns over the short, medium and long term.
Wetherefore have processes and procedures in
placeto account for climate-related risks and
opportunities in:
– the design of new products,;
– the execution of our investment practices and
processes; and
– the focused engagement with and stewardship
overinvestments.
ICG’s Responsible Investing and Climate Change
Policy requires us to consider the implications of
climate-related risks and opportunities in our
investment research, valuation, and decision-making
processes.
Group balance sheet investments
The Group’s exposure to climate risk arising from its
balance sheet investment portfolio (seed assets) is
managed in line with our standard fund management
activities, as outlined on page 58.
Identifying, assessing and managing climate-related risks throughout the
investment lifecycle
Our approach and processes for identifying, assessing, prioritising, and managing climate-related risks for
active funds are summarised by key strategy in the table below:
Asset class Structured Capital and
Secondaries
Real Assets Debt
Structured
Capital
Private Equity
Secondaries
Real Assets Private Debt Credit
Key strategy European
and
Asia
Pacific
Corporate
Strategic
Equity
ICG
Enterprise
Trust / LP
Second-
aries
Infra-
structure
Equity
Real
Estate
Debt
Real
Estate
Equity
Senior
Debt
Partners
North
America
Capital
Partners
Liquid
Credit
and CLOs
Pre-investment
v
e
Exclusion List screening
Bespoke climate risk
exposure assessment
Additional analysis for
deals with potentially
heightened climate risk
exposure
Climate risk assessment
findings included in
IC memos
Post-investment
Ongoing portfolio
monitoring process
(including through annual
surveys, where relevant)
Engagement on climate-
related matters
Investment-specific
climate-related targets
and KPIs
5
1. Primarily applicable to direct investments by ICG Enterprise Trust, though elements are incorporated, where relevant and feasible,
into primary or secondary fund commitments.
2. ICG’s Group-wide exclusion list applies to direct investments.
3. Harmonised and formalised across all real estate investments since January 2023.
4. For certain investments in the European Real Estate Debt strategy as part of the strategy’s Green Loan Framework.
5. Typically focused on improved disclosures on climate risk and GHG emissions by investee companies.
6. For investments where we have sufficient influence.
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Other information
1
3 3
5
4
4
1
1, 2
1
2
Pre-Investment
Exclusion List screening
For direct investment, investment teams screen
against ICG’s Exclusion List which, among other
activities, prohibits us from knowingly making direct
investments in certain coal, oil, and gas activities, to
avoid exposure of our funds to investments that are
inherently more prone to climate-related risk which
could impact their performance in the short, medium
and/or long term. For indirect investments, where
feasible, ICG uses best efforts to ensure that the
Exclusion List is applied.
Climate risk assessment
For potential investment opportunities, we use a
climate risk exposure assessment bespoke to the
nature of the investment (in a company or real asset)
to help us identify and assess associated material
climate-related risk exposures. These tools utilise
established external and ICG proprietary sources of
data to support the assessment of both physical
climate risks and transitional climate risks. A climate
risk scorecard is produced and additional analysis is
completed for opportunities with a potentially
heightened exposure to climate-related risks.
In investments where we have sufficient influence,
external sustainability due diligence, including a
specific analysis of climate-related risks and
opportunities, is conducted where appropriate and
relevant. The findings of the climate risk assessment
are consolidated and included as standard in the
investment proposal to the respective Investment
Committee for most strategies. Where material
climate-related issues are identified, the Investment
Committee may decide not to proceed; may request
further action is taken to ensure these issues are
properly investigated; or may require further actions
to be taken following the closing of an investment.
Read more about climate risk management in
our FY25 Sustainability and People Report
Post-investment
Following an investment, material climate-related
risks and opportunities are monitored and reviewed
as part of the portfolio monitoring process.
Depending on the nature of the issue and the level of
influence, ICG may seek to better understand how
climate-related matters are managed either through
ongoing dialogue with management teams and/or
our annual sustainability surveys. Our sustainability
surveys monitor governance and management of
climate change, as well as performance and
decarbonisation plans. We publish summary results
of our sustainability surveys in our annual
Sustainability and People report.
We also engage with investments on the
decarbonisation of their business models. The exact
nature of our engagement depends on the relation
and influence we have over those investments. More
detail can be found on pages 53 and 54.
Group operations – identifying and
managing climate-related risks
Transition risks
Enhanced GHG emissions reporting and climate-
related compliance requirements have been
identified as a potential climate-related risk to the
Group operations. The Sustainability, Legal, Risk and
Compliance, Operations and IT teams work closely to
ensure the identification of relevant emerging
regulatory requirements and the Group’s compliance
with climate-related regulation of relevance to its
operations, including the UK SECR and ESOS.
Physical risks
We do not consider the Physical Risks to our
operations to be material (see page 55).
Moreover, as 100% of our IT infrastructure systems
and data resides in the cloud and the Group leverages
cloud services from multiple providers this further
reduces concentration risk.
Key developments
In FY25 we updated our supplier code of conduct.
This includes enhanced expectations of our
suppliers in relation to managing sustainability
risks and impacts, including climate.
This builds on the enhanced supplier
sustainability questionnaire we deployed using at
the end of FY24 during the procurement process
for large suppliers. Together these further
improve our insight into climate risks in our supply
chain.
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Strategic report
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Other information
1. The Inevitable Policy Response (IPR) is a climate transition
forecasting consortium commissioned by the PRI which aims
to prepare institutional investors for the portfolio risks and
opportunities associated with an acceleration of policy
responses to climate change. https://www.unpri.org/
sustainability-issues/climate-change/inevitable-policy-response
Key developments
Since June 2024, new investments have followed
our enhanced climate risk exposure assessment
which now includes:
– Expanding our assessment of physical and
transition risks to incorporate characteristics of
a company’s specific operating model and value
chain.
– Updating external data sources to ensure the
most relevant and up-to-date data. For example,
the incorporation of the Inevitable Policy
Response (IPR) Forecast Policy Scenario (2023)
1
into the transition risk assessment, which
provides an indication of the implied carbon
price for a wide range of jurisdictions. For the
physical climate risk assessment, we integrated
consideration of country-level preparedness for
physical climate hazards, utilising the University
of Notre Dame’s ND-Gain Country Index
Vulnerability Scores.
– Separating inherent exposure and post-
mitigation risk, allowing us to incorporate
specific exposure mitigation measures put in
place by companies. For example, for transition
risk, this incorporates the level of alignment to a
net zero transition – utilising the Private
Markets Decarbonisation Roadmap’s (PMDR)
alignment scale (see page 54 for more details).
Key developments
In FY26, we will roll out an updated approach to
climate risk assessments following an extensive
review in FY25.
The new approach will make use of improving
technological solutions and climate-related data
and analysis in private markets such as asset
geolocation. This will provide more detailed
company-specific physical climate risks
assessments across a range of climate hazards,
including chronic (e.g. sea level rise), and acute
hazards (e.g. wildfire). It will also provide detail on
nature-related risks. For transition risks, we will
identify risks and opportunities most material for a
company at both sectoral and geographic level in
line with TCFD recommendations.
More detail on our new approach can be found in
our Sustainability and People Report FY25.
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Metrics & Targets
The metrics and targets used by ICG to assess
and manage relevant climate-related risks and
opportunities
TCFD recommended disclosures:
A Disclose the metrics used by the organisation
to assess climate-related risks and
opportunities in line with its strategy and risk
management process.
B Disclose Scope 1, Scope 2 and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions
and the related risks.
C Describe the targets used by the
organisation to manage climate-related risks
and opportunities and performance against
targets.
The Group uses a variety of metrics and tools to
assess climate-related risks and opportunities in line
with its business strategy, decarbonisation goals and
risk management processes.
While a source of important insight, some of these
metrics and tools have inherent limitations (e.g. scope
of coverage, availability and/or quality of data as well
as the uncertainty associated with some of the
underlying assumptions). We utilise internal data and
proprietary tools and methodologies, as well as
external data sources and providers, to produce
these metrics.
Climate data challenge in private markets
Disclosure of GHG data by private companies and for
real estate property is still nascent. This year, we
assessed and reported fund-level financed emissions,
alongside other portfolio metrics recommended by
the TCFD, such as weighted average carbon intensity
and portfolio carbon footprint, for funds representing
54% of total AUM
1
. However, the vast majority of the
underlying emissions data was based on proxy
estimates and excluded Scope 3 emissions, due to a
lack of reliable data reported by investees. In ICG’s
view, the aggregation of such data into Group-wide
portfolio climate metrics would be misleading.
We recognise the importance of this data to our
shareholders, clients and other stakeholders, so we
will continue exploring ways to improve the coverage
and quality of climate data for our portfolios. We
continue to encourage the collection and reporting of
GHG emissions for companies in our portfolio,
through our monitoring and engagement activity,
including our Annual Portfolio Company survey (see
page 58). We continue to review the availability of
reliable data for private companies and real estate to
allow us to disclose such data in aggregate form in
this report. This requires the establishment of a
credible baseline across our portfolios that is
comparable with future years and not subject to
fluctuating coverage, inherent uncertainty and
extensive future revisions.
Our commitments
Our investments
ICG supports the global goal of net zero greenhouse gas emissions by 2050 or sooner, in line with global efforts to
limit warming to 1.5ºC above pre-industrial levels.
As a broadly diversified, global alternative asset manager our priority in addressing climate-related risks and
opportunities is the decarbonisation of our investment portfolios.
Investments where we have sufficient influence
2
(Relevant Investments)
Long-term goal
ICG has committed to reaching net zero GHG
emissions for Relevant Investments by 2040.
Medium-term goal
ICG has set a portfolio coverage
decarbonisation target validated by the Science
Based Targets Initiative (SBTi) to ensure 100%
of Relevant Investments
1
have targets validated
by the SBTi by 2030, with an interim target of
50% by 2026
2
.
Long-term goal
ICG has committed to reaching net zero GHG
emissions in our operations by 2040.
Medium-term goal
ICG has set a decarbonisation target validated
by the SBTi to reduce ICG’s Scope 1 and 2
GHG emissions by 80% by 2030 from a 2020
base year
3
.
Group operations
While the Group’s own operational emissions have negligible impact compared to those of our investments, we
do recognise our responsibility to ensure our own business operations are fully accounted for.
As well as our commitments we also measure and track a range of other climate-related metrics. Examples of
some of the metrics that we track can be found on the next page (page 60)
1. AUM in funds and mandates where we are reporting either fund or asset level climate-related metrics to clients for periods ending
between 1 April 2024 and 31 March 2025. Reported as a percentage of ICG’s total AUM. Includes ICG Enterprise Trust.
2. Relevant investments include all direct investments within ICG’s Structured and Private Equity asset class and Infrastructure
Equity strategy, which currently comprise 25.2% of AUM (see page 52), where ICG has sufficient influence. Sufficient influence is
defined by SBTi as follows: at least 25% of fully diluted shares and at least a board seat.
3. All references are to ICG financial years running from 1 April to 31 March.
Overview
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Other information
Select Climate Metrics
1
Target and/or current activity
2
Scope Use and measurement Ref
Remuneration linked to culture,
inclusion and sustainability
considerations (including climate).*
Sustainability and climate considerations incorporated into annual variable
component of Executive Directors and portfolio managers remuneration.
Executive Directors and Portfolio
Managers’ annual variable pay.
Assesses performance related to sustainability considerations, including the
implementation of the ICG Climate Change Policy and links this to remuneration.
49
Pre-investment climate risk assessment
across transition and physical risk.
We undertake a climate risk assessment for all investment opportunities for
inclusion in Investment Committee memo’s. Since June 2024, this includes
transition (across different scenarios) and physical risk as well as pre- and post-
company specific mitigation activity.
Individual direct investments. Assesses the potential exposure to physical and transition climate-related risks
for individual investment opportunities using the Group’s proprietary climate
risks exposure assessment methodology.
57-58
Exposure of portfolio to High or Very
High pre-mitigation inherent climate risk
exposure score and post-mitigation
climate risk score*.
Annually conduct a Group-wide portfolio assessment of climate risk using Pre-
investment asset level assessment to get a view of % of the portfolio by
unrealised value of the investment with a High or Very High climate risk score.
Direct investments across all asset classes
except real estate.
Assesses the climate risk inherent exposure of the portfolio. Allows insight
into portfolios inherent climate risk exposure and how investees are managing
climate risk.
52
Our climate-related commitments
including operational Scope 1, 2 GHG
emissions*.
Progress against climate related commitments covering investments where we
have sufficient influence and our own operations (as outlined on page 59).
Relevant Investments and our own
operations.
See page 59 for details of our commitments, and pages 61 - 62 for progress against
our Scope 1 and 2 operational GHG emissions reduction target.
59
Fund-level climate metrics in line with
TCFD and the Partnership for Carbon
Accounting Financials (PCAF).
Measure and report climate-related metrics in line with the requirements
of the TCFD and PCAF for active funds
3
where relevant and feasible.
Given the significant gaps in available measured emissions data in private
markets, especially on Scope 3 GHG emissions, ICG’s focus is on improving the
data coverage and quality so we can establish a credible baseline for this metric
across its portfolios.
Active funds
3
making direct
investments across our Structured and
Private Equity, Private Debt, Real
Assets, and Credit asset classes.
Assesses the absolute GHG emissions associated with and attributable to a
portfolio of investments, expressed in tCO
2
e (financed emissions);the financed
emissions per unit of invested capital, expressed in tCO
2
e per million invested in
fund currency (carbon footprint) and the financed emissions per unit of revenue,
expressed in in tCO
2
e per million revenue in fund currency (Weighted Average
Carbon Intensity (WACI)). Monitored internally and reported to investors in
certain active funds at least annually.
59
Investments in infrastructure and real
estate targeting sustainability
improvements*.
ICG has several strategies investing in infrastructure and real estate
that have sustainability frameworks designed to deliver tangible,
targeted improvements in the sustainability performance of assets.
Real Asset strategies including
European Infrastructure, European Real
Estate Debt, and Sale and Leaseback.
Measures the proportion of Group’s investments in infrastructure and real estate
in strategies targeting tangible sustainability improvements, expressed as % of
AUM in Real Assets.
54, 55
Other metrics specific to individual funds
or strategies. For example in ICG
Infrastructure equity fund we measure
“Installed Renewable Energy Generating
Capacity”.
Metrics specific to a fund strategy’s approach to managing climate risks and
opportunities. For example, ICG Infrastructure has made a number of
investments to support the growth and development of companies specialising in
renewable energy generation across North America, Europe and Asia Pacific
directly supporting the transition to a low-carbon economy. Only applies to
select funds
European Infrastructure
strategy and other select funds.
Measures the specific management or outcomes of climate risks and
opportunities within a fund. For example, ICG European Infrastructure measures
the aggregate and annual change in installed renewable energy generating
capacity, expressed in GW. Monitored internally and where relevant reported
annually in client reporting.
54, 55
* Indicates a cross-industry climate-related metric as per the TCFD Guidance on Metrics, Targets, and Transition Plans, 2021.
1. A non-exhaustive list of climate-related metrics that we measure and consider. Key examples only.
2. All references are to ICG financial years running from 1 April to 31 March.
3. Active funds for this metric are those funds managed by ICG that principally focus on direct investments and that were either in fundraising or investing period or open-ended in nature, or were already measuring this metric at the start of FY22.
60
ICG Annual Report & Accounts 2025
Climate-related Financial Disclosures continued
Metrics & Targets continued
Overview
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Other information
Operational GHG emissions performance
During the period 1 April 2024 to 31 March 2025 (the
reporting period), our measured Scope 1 and Scope 2
(market-based) emissions totalled 63 metric tCO
2
e
compared to 28 metric tCO
2
e in the prior 12-month
due to a slight reduction in our renewable energy
purchase (see page 62). The FY25 number represents
a 88% reduction compared to the 2020 base year.
Scope 1 and 2 intensity
equated to 0.09 metric tCO
2
e/
FTE (FY24: 0.04; FY23: 0.2; FY20: 1.07) and 0.07
metric tCO
2
e/£m revenue (FY24: 0.03; FY23: 0.19;
FY20:1.32).
5
In the UK: we have no Scope 1 emissions
or Scope 2 market-based emissions and 60 metric
tCO
2
e (or 29%) of Scope 2 location-based emissions.
Key developments
On track to deliver ICG’s science-based target
of 80% reduction by 2030; this year ICG’s Scope
1 and 2 GHG emissions were 63 tCO
2
e,
representing 88% reduction compared to the
2020 base year.
Group Scope 1 and 2 (market-based) GHG
emissions (tCO
2
e)
The chart below illustrates ICG’s emissions reduction
versus its Scope 1 and 2 SBT trajectory and a 1.5ºC
aligned trajectory. While this means the Group has
already achieved our Scope 1 and 2 science-based
target (SBT), we remain determined to sustain this
performance over time as the firm continues to grow
and expand its presence globally. ICG will continue to
expand the purchase of electricity from renewable
sources and explore energy efficiency measures in
our operations.
Scope 3 emissions performance
Total Scope 3 emissions have decreased this
reporting period compared to the prior period. Our
main Scope 3 emissions categories are purchased
goods and services (~70%) and business travel
(~30%). The decrease is largely due to improving data
quality, allowing for more precise emissions
estimations.
61
ICG Annual Report & Accounts 2025
Climate-related Financial Disclosures continued
1. Numbers in the table have been rounded up or down to the nearest metric tonne of CO
2
e.
2. Emissions from district heating have been introduced in the prior reporting period. While the specific facilities have always
utilised this for heat, this was only identified by the landlord and communicated for the first time in the prior reporting period. The
total amount is not significant enough to trigger a restatement of the baseline.
3. The sum of Scope 1 and 2 emissions is based on the Scope 2 market-based data. For 2025 and 2024 this also includes purchased
heat from district heating.
4. The majority of emissions are calculated using spend categories mapped to DEFRA SIC codes, which are assigned on a best effort
basis. See Basis of Preparation on page 195 for more detail.
5. Scope 1 and 2 emissions intensity for the reporting period are based on FTE of 683.5 (FY24: 635), and Revenue of £970.9 (FY24:
£949.6m). Emissions intensity metrics not assured by EY.
* ICG plc engaged Ernst & Young LLP (EY) to provide limited assurance over GHG emission metrics as indicated by * in the annual
GHG emission statement for the year ended 31 March 2025. The assurance engagement was planned and performed in
accordance with International Standard on Assurance Engagements (UK) 3000 (July 2020), as promulgated by the Financial
Reporting Council (FRC). The assurance report is publicly available at https://www.icgam.com/sustainability/sustainability-and-
people-reports/#disclosures. It includes details on the scope, respective responsibilities, approach, restrictions, limitations and
conclusions. EY also provided assurance for the year ended 31 March 2024 and 31 March 2023. Data for previous years was
verified to ISO14064 by alternative providers.
Annual Group GHG emissions statement
This statement has been prepared in accordance with our regulatory obligation to report GHG emissions
pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018 which implement the UK Government’s policy on Streamlined Energy and Carbon Reporting
(SECR). The Basis for Preparation for this report and the GHG emissions presented can be found on page 195.
Group Operational GHG emissions
12-month period ending 31 March:
GHG emissions
1
Activity 2025 2024
2020
(baseline)
Direct emissions
(Scope 1)
Combustion of fuel and operation of facilities
8* 14 66
Indirect emissions
(Scope 2)
Purchased electricity (location-based)
208* 197 448
Purchased electricity (market-based)
33* 11 479
Purchased heat (district heating)
2
22* 3 n/a
Total Scope 1 and 2 (market-based)
3
63* 28 545
Indirect emissions
(Scope 3)
Business travel (flights, rail, car rental, taxis, hotels)
4,982* 4,630 2,640
Waste generated in operations (incl. water)
18* 14 8
Purchased goods and services (incl. capital
expenditures)
4
11,758* 14,878 0
Fuel and energy related activities
61* 56 0
Total Scope 3
16,819* 19,578 2,648
Total Scope 1 and 2 GHG emissions (tCO2e) ICT SBT linear trajectory 1.5C degree aligned trajectory
2017
2018 2019 2020
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
0
200
400
600
800
1000
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Group Scope 1 and 2 (market-based) GHG emissions (tCO
2
e)
62
ICG Annual Report & Accounts 2025
Climate-related Financial Disclosures continued
Energy consumption and efficiency
During the year, fuel, district heating and electricity consumption in our operations totalled 848 MWh. 40% of
electricity was consumed in the UK, while the remaining was consumed in offices outside the UK which are
predominantly serviced offices where ICG has limited control over energy provision. The UK has no fuel or
district heating energy use. The split between fuel and electricity consumption is displayed in the table below.
92% of electricity purchased is from renewable sources either through green tariffs or backed by renewable
energy certification, compared with 95% in the prior period.
1. Natural gas and transportation fuels (petrol and diesel).
12-month period ended 31 March
Metrics (KWh)
2025 2024
2020
(baseline)
Electricity
724,549 676,888 1,468,177
of which, from renewable sources 664,995 644,544 0
District heating
85,060 22,460 n/a
Fuels
1
38,699 71,202 316,156
Total Electricity, District heating and Fuels
848,308 770,550 1,784,333
Annual Group GHG emissions statement continued
Electricity (KWh) Fuels (KWh)
2025:
724,549
2024:
676,888
2020:
1,468,177
291,129
407,461
269,427
910,966
557,211
433,420
2025:
38,699
2024:
71,202
2020:
316,156
38,699
71,202
284,378
31,778
UK RoW
Overview
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The Group complies with
theNon-Financial Reporting
requirements contained in
sections 414CA and 414CB
ofthe Companies Act 2006.
This information is intended to help stakeholders
better understand how we address key non-financial
matters. This aligns with the work we already do in
support of the Task Force on Climate-related
Financial Disclosures and UN Sustainable
Development Goals (see pages 46 to 62). Further
details of the activities we undertake in supporting
these frameworks are available on our website.
Details of our principal risks and how we manage
those risks are set out on pages 40 to 44.
Employee matters
We aim for employees to have a sense of wellbeing
and promote an inclusive working culture where they
can freely question practices and suggest
alternatives. We support agile working and offer
access to a range of flexible benefits. We ensure our
levels of overall remuneration are without bias and
designed to attract, develop and retain talented
employees.
Employee diversity
As at 31 March 2025, the Group has a permanent
employee population of 686 of which 37% are
women and 73% are men. There are three Executive
Directors including one woman. ICG’s global senior
management population
1
including Executive
Directors, women represent seven (29%), including
those based outside the UK.
Board diversity
Biographical details of the Board are set out on page
68 with information on diversity on page 67.
Measurement
The Board approved the renewal of the women in UK
senior management target to 30% by 2027. We have
published our 2025 gender pay gap data which is set
out on page 102.
1. Refer to page 199 for definition.
Human rights and social matters
We do not tolerate discrimination of any nature and
comply fully with applicable human rights legislation.
Policies and standards
We are opposed to any form of modern slavery and
human trafficking. We seek to ensure there are no
such practices in our business and supply chain.
During the year, we have carried out employee
training and awareness raising and continued to
include anti-slavery considerations in supplier
selection and due diligence. We conduct due diligence
on our own business, portfolio companies, and
material suppliers. No concerns were raised in any of
our due diligence over the course of the last year.
The Group’s full policy on Modern Slavery can be
found at www.icgam.com.
Anti-bribery and corruption
We are committed to ethical business across all our
operations and investments. Our policy is never to
offer, request or receive bribes, and to refuse any
request to pay them. We actively seek to reduce
opportunities for corruption. We do not invest in
companies or projects that engage in corruption or
appear to have a high risk of such behaviour and we
investigate and deal with all reported or identified
cases of corruption in line with our policy. The policy
applies to all entities within the Group wherever we
do business.
Environmental matters
Regarding climate-related matters, the Group’s
disclosures in response to the recommendations of
the TCFD are set out on page 46.
The Group’s disclosures in accordance with the SECR
requirements are set out on page 61.
63
ICG Annual Report & Accounts 2025
Non-financial information statement
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Other information
How governance
supports
delivering on
ourambitions
Ensuring good governance requires us to
have a clear eye on the long-term direction of
the organisation in the context of the political,
economic and social circumstances that are likely
to impact its development, end markets and
competitive positioning – focusing on robustness
of governance, transparency and communication
are critical to our growth journey.
64
ICG Annual Report & Accounts 2025
Governance report
The right team to
drive growth responsibly
See more information on page 67
Robust governance
for responsible growth
See more information on page 65
Ensuring business
continuity and
a growth culture
See more information on page 78
Transparency and
integrity through the
UK Corporate Governance
Code
See more information on page 71
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Other information
Robust governance
for responsible
growth
The work of the Board during the year was
conducted through six formal meetings and regular
informal engagement with executive management.
The activity at formal meetings covered a wide range
of strategic and operational themes.
65
ICG Annual Report & Accounts 2025
Governance at a glance
Our priorities for FY26
The Board has identified a number of
priority areas for the coming year and will
continue to keep these under review. The
Board recognises the potential for growth in
our markets and will seek to ensure that our
business will meet new challenges and
opportunities as they arise.
The Board will continue to carefully consider the
Group’s strategic and geographic footprint in
oversight of the investments we make to ensure
continued growth of our business. We will
continue our “scale up and scale out” mentality,
seeking to ensure that our strategies continue to
grow and that we continue to enhance our
operating platform. We will also continue to focus
on our culture and ensuring that we retain and
develop our talented employees.
The Company will establish a Management
Committee to work with the Executive Directors
in considering and executing the operation of the
Group’s business. The Committee is comprised of
the three Executive Directors and a number of
senior executives who head business divisions.
Our highlights in FY25
The Board regularly discussed evolving
market conditions and possible impacts on,
as well as opportunities for, the Group’s
strategies, while continuing to demonstrate
a strong oversight of the use of the Group’s
balance sheet.
The Board also held two detailed strategy
sessions, including a full day strategy review and a
separate session dedicated to the growth of our
North America business. It conducted a detailed
analysis of the potential for growth of each of our
fund strategies.
The Board was pleased to note the continued
success and growth of our fund offering, with
investors being closed into a wide range of funds
including established areas such as Senior Debt
Partners and Strategic Equity, developing
strategies such as Infrastructure Equity and
European Mid-Market and new offerings
including Core Private Equity and Infrastructure
Asia.
During the year, the Board also maintained a
strong focus on a number of initiatives to scale up
and scale out the Group’s platform, with
presentations from management considering in
detail how to continue to invest in, and improve,
our operating platform with this view in mind.
Oversight of the culture of the business included
considering the effectiveness of our talent
development programmes and management’s
future plans in the area of employee recruitment
and retention.
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66
ICG Annual Report & Accounts 2025
Governance at a glance continued
Allocation of balance
sheet capital
The Board:
– continued to take a prudent approach to the
deployment of balance sheet capital;
– assessed a number of teams investing from the
Group’s balance sheet as they moved towards
raising their first fund, which included a detailed
review of current allocations in support of a range
of established and new fund strategies; and
– enhanced its oversight of the use of balance sheet
capital once deployed.
Financial performance,
market outlook and
strategy
The Board:
– regularly considered the challenging fundraising
environment, noting the impact on current
vintages of peers across the market and potential
impact on future fundraising;
– reviewed levels of deal flow, noting that some
strategies (such as secondaries) were benefiting
from reduced capital flows as market participants
look for alternatives to traditional M&A-led
investments; and
– examined the Group’s portfolios and received
regular updates on investment performance.
– conducted a detailed strategy review and
monitored the execution of the Company’s
strategy.
Oversight of business
units and operating
platform enhancements
The Board:
– regularly reviewed the functionality and needs of
the Group’s business units, receiving detailed
updates from senior investment executives and
other senior members of management;
– recognised the value in the increased use of the
staffing in strategic locations in India and Poland;
– received regular reports on projects to effectively
manage the complexity of Group and fund
structures.
Employee development
and engagement,
Inclusion and Culture
The Board:
– determined that we should continue to invest in
talent, approving hiring programmes, recognising
the importance of talent retention and developing
employees at all levels;
– discussed various key recruitment decisions, with
strategic hires being made in investment teams,
Client Solutions Group and the Group’s central
functions;
– welcomed the Group being ranked among in the
top two for three consecutive years globally in the
sector by Honordex Inclusive PE and VC Index for
external transparency of DEI activity within the
industry.
Cyber and data
The Board:
– regularly considered the increased use of
technology and data analytics within the
investment industry, recognising the importance
of having high quality data available; and
– assessed the potential for use of artificial
intelligence in the Group’s business, recognising
the potential of AI due to the significant
processing power available but also highlighting a
number of issues and concerns about relying on AI
exclusively.
Stakeholder considerations,
sustainability and corporate
social responsibility
The Board:
– considered sustainability-related disclosures and
discussed how best these can be clarified and
overseen;
– received regular reports on evolving investor
attitudes globally;
– increased our charitable budget to £3.0m for the
year and continued supporting the Group’s
ongoing charitable activity, aimed at reducing
inequality in education, entry into employment
and addressing food poverty in the UK; and
– was pleased to report that the Group has seen a
significant increase in volunteering activity and
noted that volunteering by Executive Directors
was setting the right tone for the Group.
How the Board spent its time
Financial performance, market outlook
and strategy
40%
Oversight of business units and operating
platform enhancements
20%
Employee development and engagement,
Inclusion and Culture
10%
Allocation of balance sheet capital
10%
Stakeholder considerations, sustainability
and corporate social responsibility
10%
Cyber and data
5%
Other
5%
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67
ICG Annual Report & Accounts 2025
Board of Directors
Broad and diverse experience
0-3 years 30%
3-6 years 30%
6-9 years 30%
10 years+ 10%
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number in
executive
management
2
Percentage
of executive
management
Men
6 60% 4 3 75%
Women
4 40% 0 1 25%
Not specified/prefer not to say
N/A N/A N/A N/A N/A
Board tenure
(as at 31 March 2025)
Gender representation
Non-Executive Director area of expertise
Board independence
(as at 31 March 2025)
Ethnicity representation
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number in
executive
management
2
Percentage
of executive
management
White British or other White
(including minority white groups)
9 90% 4 4 100%
Mixed/Multiple Ethnic Groups
1 10% 0 0 0%
Asian/Asian British
N/A N/A N/A N/A N/A
Black/African/Caribbean/Black British
N/A N/A N/A N/A N/A
Other ethnic group
N/A N/A N/A N/A N/A
Not specified/ prefer not to say
N/A N/A N/A N/A N/A
Director
Independent
Chair
William Rucker
Yes
1
Executive
Benoît Durteste
No
David Bicarregui
No
Antje Hensel-Roth
No
Non-
Virginia Holmes
Yes
Executive
Rosemary Leith
Yes
Matthew Lester
Yes
Sonia Baxendale
2
Yes
Andrew Sykes
Yes
Stephen Welton
Yes
1. Independent on appointment.
2. Joined the Board on 1 January 2025.
Name
Asset
Management Investment
UK Corporate
Governance International
Risk
Management Financial
William Rucker (Chair)
•
•
•
•
Virginia Holmes
•
•
•
•
•
Sonia Baxendale
1
•
•
•
•
•
Andrew Sykes (SID)
•
•
•
•
•
Stephen Welton
•
•
•
•
Rosemary Leith
•
•
•
•
Matthew Lester
•
•
•
•
•
1. Joined the Board on 1 January 2025.
Director
Board Audit Risk Remuneration Nominations
William Rucker
6/6 – – 4/4 3/3
Andrew Sykes
6/6 4/4 – 4/4 3/3
Benoît Durteste
6/6 – – – –
David Bicarregui
6/6 – – – –
Antje Hensel-Roth
6/6 – – – –
Virginia Holmes
6/6 – 4/4 4/4 3/3
Rosemary Leith
6/6 4/4 4/4 4/4 –
Matthew Lester
6/6 4/4 4/4 – 3/3
Amy Schioldager
2
1/1 1/1 1/1 – –
Stephen Welton
6/6 – – 4/4 3/3
Sonia Baxendale
3
2/2 1/1 1/1 – –
Secretary
6/6 4/4 4/4 4/4
Financial year ended 31 March 2025
Board and Committee meeting attendance
1
1. Some non-members attended part or all of some or all Committee meetings at the invitation of the Committee Chair.
2. Retired from the Board on 16 July 2024.
3. Joined the Board on 1 January 2025.
1. Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director.
2. For the purposes of the UK Listing Rules, “executive management” is defined as the executive committee or most senior executive
or managerial body below the board, including the company secretary. “Executive management” therefore comprises the Executive
Committee and the Company Secretary (even though the Company Secretary is not a member of the Executive Committee).
Our approach to data collection for the purposes of collecting the data used in these tables can be found on page 88.
In line with UKLR 6.6.6R (10), as at the reference date of 31 March 2025, the composition of the Board and executive management was as follows:
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Board Committees
Audit
Nominations and Governance
Remuneration
Risk
Chair of the Committee
68
ICG Annual Report & Accounts 2025
Board of Directors continued
Joined Board: 2023
David Bicarregui has significant
experience in finance and
operational leadership,
transformation and business
growth.
Prior to joining ICG, David spent 25
years with Goldman Sachs where he
held various senior roles. Until
2022, he was Chief Financial Officer
of Goldman Sachs International
Bank and prior to that, Global-ex
North America Treasurer. During
his tenure, David led the growth of
Goldman Sachs International Bank
to become the largest of the firm’s
banks outside of North America.
David is responsible for the
operating platform and corporate
development with a particular focus
on leading and managing the
Group’s financial affairs on a day-to-
day basis and managing the Group
with regard to prudent risk
management measures.
Other directorships
ICG entities and Vice Chair of
Governing body of St George’s
College
William Rucker
Chair
Joined Board: 2023
William Rucker joined the Board as
Chair on 31 January 2023,
following a successful career as an
executive at Lazard.
William formerly acted as Chair of
Lazard in the UK, an investment
bank focused on asset management
and financial advisory businesses.
He joined Lazard in 1987 from
Arthur Andersen where he qualified
as a Chartered Accountant and
retired from this position in
September 2023.
William has extensive experience in
the financial services sector as well
as wide-ranging governance
experience having served on, and
been Chair of, the boards of a
number of significant listed
companies, charities and other
bodies.
Other directorships
British Land Company PLC (Chair)
Joined Board: 2012
(Chief Executive Officer
since 2017)
Benoît Durteste has been ICG’s
Chief Executive Officer and Chief
Investment Officer since 2017. He
is an experienced investor with a
strong understanding of the
markets in which the Group
operates. During his time on the
Board he has been a strong leader
of the Group’s strategic
development, significantly
broadening our range of investment
businesses. He contributes a
thorough understanding of financial
markets and the Group’s
investment portfolio to Board
proceedings. Benoît joined ICG in
September 2002 with previous
experience at Swiss Re, GE Capital
Private Equity and BNP Paribas
Levfin.
Other directorships
ICG entities and Chair of the BVCA
Alternative Lending Committee
Joined Board: 2020
Antje Hensel-Roth has a wealth of
experience in human capital
management. Prior to joining ICG
she was Global Co-Head of the
Investment Management Practice
at Russell Reynolds Associates,
during which time she acted as an
adviser to the global alternative
investment community. Since
joining ICG in 2018, she has been a
strong contributor to the strategic
direction of the Group and has led a
comprehensive drive for excellence
in leadership, talent management
and diversity and inclusion.
Antje is responsible for leading
strategic human capital with a
particular focus on business
diversification strategies; she also
leads communications and external
affairs.
Other directorships
None
Joined Board: 2025
Sonia Baxendale joined the Board
as a Non-Executive Director on
1January 2025 and will be seeking
election at the Company’s 2025
Annual General Meeting.
Sonia has extensive experience as
an executive and non-executive in
the financial services industry in
North America and the UK, and
brings to the Board a broad
knowledge of the financial services
industry. She spent most of her
executive career at CIBC, and
currently serves as the President
and CEO of the Global Risk Institute
in Canada. Sonia is an accomplished
board director and senior leader,
who has previously served on the
board of RSA Insurance Group plc;
her background and expertise also
enhances the Board’s
understanding of North American
markets.
Other directorships
President and CEO, Global Risk
Institute, Director of Definity
Financial Corporation, Director of
Laurentian Bank, Director of The
Bank of N.T. Butterfield & Son
Limited and Director of Foresters
Financial (term ending June 2025).
Benoît Durteste
Chief Executive Officer and
Chief Investment Officer
David Bicarregui
Chief Financial Officer
Antje Hensel-Roth
Chief People and
External Affairs Officer
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Sonia Baxendale
Non-Executive Director
69
ICG Annual Report & Accounts 2025
Board of Directors continued
Joined Board: 2021
Matthew Lester has been Chair of
the Audit Committee since July
2022. He is a senior finance leader
with extensive public company
experience, having previously
served as Group Chief Financial
Officer of both Royal Mail plc and
ICAP plc. Matthew serves as Chair
of Kier Group plc. He also
previously served as a Non-
Executive Director of a number of
large UK plcs, including Man Group
plc and Barclays Bank plc. He
contributes a keen knowledge of
finance matters to the Board.
Other directorships
Kier Group PLC
Joined Board: 2017
Virginia Holmes brings to the Board
an extensive knowledge of the
financial services industry, including
both investment management and
banking. Her executive experience
includes serving as Chief Executive
of AXA Investment Managers in the
UK and more than a decade with
the Barclays Bank Group. She is an
experienced director of a number of
UK PLCs (including serving on
remuneration committees), who
enhances the corporate governance
understanding of the Board and
aids it in considering its
relationships with stakeholders, as
well as bringing an extensive
knowledge of the pensions sector.
She has served as Chair of the
Remuneration Committee since
April 2018.
Other directorships
Murray International Trust PLC and
Syncona Limited
Joined Board: 2021
Rosemary Leith brings to the Board
her deep expertise from 25 years in
finance, principal investment, start-up
creation and growth in Europe and
North America. Rosemary is a Non-
Executive Director of Proton AG,
provider of the world's most secure
email. She is a Senior Advisor to
SandboxAQ a Quantum and AI
company. Rosemary was previously
SID, Remuneration Committee Chair
and a member of the Audit
Committee of YouGov Plc, was
previously a Non-Executive Director
of HSBC (UK) with responsibility for
Digital and member of the Risk
Committee, and previously a Trustee
of the National Gallery.
Rosemary is Chair of the Digital
Advisory Board and a Fellow at
Harvard University’s Berkman
Center for Internet & Society. She has
extensive experience in the
technology and digital fields, including
as a co-founding Director of the
World Wide Web Foundation, and
advises and invests in several
technology businesses.
Other directorships
Proton AG, World Wide Web
Foundation, and Bolon
Management Limited
Joined Board: 2018
(Senior Independent Director)
Andrew Sykes has a wealth of
financial services and non-
executive experience. He was
previously Chair of Smith &
Williamson Holdings Ltd, and Chair
of SVG Capital plc. Andrew spent
26 years of his executive career at
Schroders PLC. He is an
experienced director of UK-listed
companies with a deep knowledge
of the financial services sector and
of corporate governance
requirements, which, together with
his background as a senior
executive in the asset management
sector, has proven to be invaluable
in helping oversee the Group’s
continued growth. He served as
Interim Chair of the Company from
March 2022 to January 2023.
Andrew is the Non-Executive
Director responsible for Employee
Engagement.
Other directorships
Alder Investment Management
Limited, BBGI Global Infrastructure
SA, Governor of Winchester
College and member of Nuffield
College Investment Committee
Rosemary Leith
Non-Executive Director
Matthew Lester
Non-Executive Director
Andrew Sykes
Non-Executive Director
Virginia Holmes
Non-Executive Director
Joined Board: 2017
Stephen Welton has over 25 years’
experience in the development
capital and private equity industry
as well as angel investing. He was
the Founder of the Business
Growth Fund (BGF), the UK’s
largest growth capital investor,
Chief Executive from its launch in
2011 until July 2020 and Chair
from that date until July 2023. He
became chair of the British Business
Bank, the UK's economic
development bank in 2023,and also
serves as chair of the BGF
Foundation. He previously spent
over 10 years at CCMP Capital. He
started his career in banking and
has also worked as the Chair and
Chief Executive Officer of various
growth companies. His senior
executive roles and deep
investment experience mean that
he is well placed to contribute to
the Board on matters relating to
strategy and business development.
Other directorships
Non-executive Chair of the British
Business Bank
Stephen Welton CBE
Non-Executive Director
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
70
ICG Annual Report & Accounts 2025
Corporate governance
Remuneration
Committee
Composed of NEDs
Determines the Group’s
Remuneration Policy
Reviews the remuneration
of senior management
Committee liaises with:
– CPEAO
– General Counsel and
Company Secretary
Read more on page 89
Executive Directors
– Day-to-day authority (delegated from the Board) for the management of the Group and its business
General responsibility for:
The Group’s resources / Executing the approved strategy / Financial and operational control / Managing the business worldwide
Board of Directors
– Comprises the Chairman, Executive and Non-Executive Directors (NEDs)
– Has the authority to conduct the business of the Company in accordance with the Company’s constitutional documents
– Runs the Group for the long-term benefit of shareholders and other stakeholders
Corporate governance framework
Our governance framework
is predicated on effective
decision making and
appropriate accountability.
Audit
Committee
Composed of NEDs
Oversees external and internal
audit and the Group’s financial
reporting and disclosure
Committee liaises with:
– CFO
– Head of Finance
– Head of Investor Relations
– Head of Internal Audit
Read more on page 79
Nominations and
Governance Committee
Composed of NEDs
Evaluates the Board’s
composition, performance
and succession planning
Oversees the Group’s
culture and diversity and inclusion
initiatives
Considers candidates for
Board positions
Committee liaises with:
– CPEAO
– General Counsel and Company
Secretary
Read more on page 87
Risk
Committee
Composed of NEDs
Oversees the Group’s risk
management framework and
system of internal controls
Committee liaises with:
– Global Head of Compliance
and Risk
– Head of Risk
– General Counsel and
Company Secretary
– Head of Internal Audit
Read more on page 84
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Transparency and integrity through the UK Corporate Governance Code
Throughout the year ended 31 March 2025, the Company applied the principles and complied with the provisions of the UK Corporate Governance Code issued by the Financial Reporting
Council (‘FRC’) in July 2018 (the ‘Code’). A copy of the Code is available on the FRC’s website: www.frc.org.uk.
The Governance section of this report (pages 64 to 110) sets out how the Company has applied the Principles of the Code throughout the year.
Section 1:
Board leadership and
Company purpose
A Effective and entrepreneurial
Board to promote the long-term
sustainable success of the
Company, generating value for
shareholders and contributing to
wider society
B Purpose, values and strategy with
alignment to culture
C Resources for the Company to
meet its objectives and measure
performance. Controls framework
for management and assessment
ofrisks
D Effective engagement with
shareholders and stakeholders
E Consistency of workforce policies
and practices to support long-term
sustainable success
– Chair’s letter, see page 6
– Board engagement with key
stakeholders, see page 30
– Audit Committee report, see page
79
– Risk Committee report, see page 84
– Conflicts of interest, see page 68
Section 2:
Division of
responsibilities
F Leadership of Board by Chair
G Board composition and
responsibilities
H Role of Non-Executive Directors
I Company Secretary
– Board composition, see page 67
– Key roles and responsibilities, see
page 70
– General qualifications required of all
Directors, see page 67
– Information and training, see page
78
– Board appointments and succession
planning, see page 87
Section 3:
Composition,
succession and
evaluation
J Board appointments and
succession plans for Board and
senior management and
promotion of diversity
K Skills, experience and knowledge
of Board and length of service of
Board as a whole
L Annual evaluation of Board and
Directors and demonstration of
whether each Director continues
to contribute effectively
– Board composition, see page 67
– Diversity, tenure and experience,
see page 67
– Board, committee and Director
performance evaluation, see page
78
– Nominations and Governance
Committee report, see page 87
Section 4:
Audit, risk and
internal controls
M Independence and effectiveness of
internal and external audit functions
and integrity of financial and
narrative statements
N Fair, balanced and understandable
assessment of the Company’s
position and prospects
O Risk management and internal
control framework and principal
risks the Company is willing to take
to achieve its long-term objectives
– Audit Committee report, see page
79
– Risk Committee report, see page 84
– Strategic Report, Managing Risk,
see page 39
– Fair, balanced and understandable
Annual Report, see page 77
– Going concern basis of accounting,
see pages 74 and 127
– Viability statement, see page 29
Section 5:
Remuneration
P Remuneration policies and
practices to support strategy and
promote long-term sustainable
success with executive
remuneration aligned to Company
purpose and values
Q Procedure for Executive Director
and senior management
remuneration
R Authorisation of remuneration
outcomes
– Remuneration Committee report,
see pages 89 to 110
71
ICG Annual Report & Accounts 2025
Corporate governance continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
The Directors present their Report and the audited
financial statements for the financial year ended 31
March 2025. The risks to which the Group is subject
and the policies in respect of such risks, are set out on
pages 40 to 44 and are incorporated into this report
by reference. The Corporate Governance section set
out on pages 64 to 110 is incorporated into this
report by reference.
The Governance section of this report (page 71) sets
out how we have applied the Code’s principles and
provisions throughout the year. We note that the
FRC published a revised corporate governance code
in 2024 that will apply to future reports, and in each
year we will report against the Code as it is in force at
that point.
The Directors’ Report and Strategic Report together
constitute the Management Report for the year
ended 31March 2025 for the purpose of Disclosure
and Guidance Transparency Rule 4.1.8R.
Significant shareholdings
As at 31 March 2025, the Company had been
notified or otherwise become aware of the following
interests pursuant to the Disclosure Guidance and
Transparency Rules representing 3% or more of the
issued share capital of the Company.
Institution
Number of
shares
Percentage of
voting rights
BlackRock Inc
15,731,231 5.39%
Ameriprise/Threadneedle
13,683,890 4.71%
The Vanguard Group Inc
13,243,727 4.56%
Wellington Management
Company
11,819,407 4.07%
abrdn Investment
Management
11,468,302 3.95%
Aviva Investors
10,591,434 3.29%
In the period from 31 March 2025 to 19 May 2025,
the Company received no further notifications of a
change in shareholding.
Directors’ interests
The interests of Directors who held office at 31
March 2025 and their connected persons, as defined
by the Companies Act 2006, are disclosed in the
report of the Remuneration Committee on page 89.
During the financial year ended 31 March 2025, the
Directors had no options over or other interests in
the shares of any subsidiary company.
Chair
Is responsible for:
– Organising the business of the Board
– Ensuring its effectiveness and setting its agenda
– Effective communication with the Group’s
shareholders and other stakeholders
The roles of the Chair and Chief Executive
In accordance with the Code, the Board has adopted
a formal division of responsibilities between the Chair
and the CEO, so as to establish a clear division of
responsibilities between the running of the Board and
the executive responsibility for the running of the
Company’s business.
The Chair, William Rucker, was considered
independent at the date of his appointment as Chair
and continues to be considered as such.
The Board has delegated the following
responsibilities to the Executive Directors:
– The development and recommendation of strategic
plans for consideration by the Board
– Delivery of objectives and priorities determined by
the Board
– Implementation of the strategies and policies of the
Group as determined by the Board
– Monitoring of operating and financial results against
plans and budgets
– Monitoring the quality of the investment process
– Developing and maintaining risk management
systems
Directors
The profiles of the Directors currently serving are
shown on pages 68 to 69; those details are
incorporated into this report by reference. All of the
Directors served throughout the year, with the
exception of Sonia Baxendale, appointed as a
Director on 1 January 2025, and Amy Schioldager
until her retirement on 16 July 2024.
The composition of each of the Committees of the
Board and the Chair of each Committee are detailed
in the report of each Committee, found on pages 79
to 110.
Chief Executive Officer and Chief
Investment Officer (CEO/CIO)
– Oversees the Group and is accountable to the
Board for the Group’s overall performance
Chief Financial Officer (CFO)
– Leads and manages the Group’s financial affairs,
corporate development and the operating platform
of the Group
Chief People and External Affairs Officer
(CPEAO)
– Has responsibility for strategic hu man capital
management, communications and external affairs
Senior Independent Director (SID)
– Acts as a sounding board for the Chair and, where
necessary, acts as an intermediary for shareholders
or other Directors if they feel issues raised have not
been appropriately dealt with by the Chair
72
ICG Annual Report & Accounts 2025
Directors’ report
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Documents for public inspection
The terms of reference of each of the Board
Committees, together with the Directors’ service
agreements, the terms and conditions of appointment
of NEDs and Directors’ deeds of indemnity, are
available for inspection at the Company’s registered
office during normal business hours.
Committee proceedings
Each Committee has access to such external advice as
it may consider appropriate. The terms of reference
of each Committee are considered regularly by the
respective Committee and referred to the Board for
approval.
Board process
Each Board member receives a comprehensive Board
pack at least five days prior to each meeting which
incorporates a formal agenda together with
supporting papers for items to be discussed at the
meeting. Further information is obtained by the
Board from the Executive Directors and other
relevant members of senior management, as the
Board, particularly its NEDs, consider appropriate. A
similar process is followed for each Committee.
Key support roles
Company Secretary
– Responsible for advising on legal, governance and
listing matters at Board level and across the Group
– Provides advice and support to the Board and its
Committees
– Manages the Group’s relationships with
shareholder bodies
Committee Secretaries
– Each Committee’s Secretary provides advice and
support within the specialist remit of that
Committee; they are responsible for ensuring that
the Committee members receive relevant
information and that appropriate matters are
discussed
– Nominations and Governance Committee:
Company Secretary
– Remuneration Committee: Company Secretary
– Audit Committee: Head of Finance
– Risk Committee: Head of Risk
Advice for Directors
All Directors have access to the advice and services of
the Company Secretary and the Secretaries to each
of the Committees on which they serve and may take
independent professional advice at the Group’s
expense in the furtherance of their duties. The
appointment or removal of the Company Secretary
would be a matter for the Board.
Meetings with the Chair
Time is allocated at the end of each Board meeting for
the NEDs to hold meetings in the absence of
Executive Directors. As appropriate, the NEDs will
also hold sessions in the absence of the Chair.
In accordance with the Code, any shareholder
concerns not resolved through the usual mechanisms
for investor communication can be conveyed to the
SID. The SID acts as a sounding board for the Chair
and also leads the annual appraisal of the Chair.
Directors’ indemnity
Qualifying third-party indemnity provisions (as
defined by Section 234 of the Companies Act 2006)
were in force during the course of the financial year
ended 31 March 2025 for the benefit of the then
Directors of the Company and the then Directors of
certain of the Company’s subsidiaries and, at the date
of this report, are in force for the benefit of the
Directors of the Company and the directors of certain
of the Company’s subsidiaries in relation to certain
losses and liabilities which they may incur in
connection with their duties, powers or office. The
Group also maintains Directors’ and Officers’
insurance which gives appropriate cover for legal
action brought against its Directors.
Conflicts of interest
Directors have a statutory duty to avoid conflicts of
interest with the Group. The Company’s Articles of
Association allow the Directors to authorise conflicts
of interest and the Board has adopted a policy and
effective procedures for managing and, where
appropriate, approving potential conflicts of interest.
No material conflicts of interest exist.
Internal control
The Board has overall responsibility for the Group’s
internal control system and monitoring of risk
management, the effectiveness of which is reviewed
at least annually. Internal controls include giving
reasonable, but not absolute, assurance that assets
are safeguarded, transactions are authorised and
recorded properly, and that material errors and
irregularities are prevented or detected within a
timely period.
Through the regular meetings of the Board and the
schedule of matters reserved to the Board or its duly
authorised Committees, the Board aims to maintain
full and effective control over appropriate strategic,
financial, operational and compliance issues. For
further details of the Group’s Committees, please see
pages 79 to 110 and for further details of the Board,
page 67.
The Board has put in place an organisational
structure with clearly defined lines of responsibility
and delegation of authority.
The Board annually considers and approves a
strategic plan and budget. In addition, there are
established procedures and processes in place for the
making and monitoring of investments and the
planning and controlling of expenditure.
The Board also receives regular reports from the
Executive Directors and other members of senior
management on the Group’s operational and financial
performance, measured against the annual budget, as
well as regulatory and compliance matters. For
further details of the Group’s Executive Directors,
please see page 68.
The Group has in place arrangements whereby
individuals may raise matters of concern in
confidence about possible improprieties in matters of
financial reporting or other matters.
The rationale for the system of internal control is to
maximise effectiveness for the commercial
management of the business and to provide the
Board with regular and effective reporting on the
identified significant risk factors. The Board is
responsible for determining strategies and policies
for risk control, and management is responsible for
implementing such strategies and policies.
The Board confirms that an ongoing process for
identifying, evaluating and managing the Group’s
significant risks has operated throughout the year
and up to the date of the approval of the Directors’
Report and financial statements. For further details of
the risks relating to the Group, please see page 39
and the report of the Risk Committee on page 84.
73
ICG Annual Report & Accounts 2025
Directors’ report continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Going concern statement
The Group’s business activities, together with the
factors likely to affect its future development,
performance and position, are set out in the Strategic
Report on pages 1 to 63. The financial position of the
Group, its cash flows, liquidity position, and
borrowing facilities are described in the Finance
Review on page 17. In addition, the Directors have
taken account of the Group’s risk management
process described on page 39. The Directors have
made an assessment of going concern, taking into
account both the Group’s current performance and
the Group’s outlook, using the information available
up to the date of issue of these financial statements.
The Directors have acknowledged their
responsibilities in relation to the financial statements
for the year to 31 March 2025 and considered it
appropriate to prepare the financial statements on a
going concern basis as detailed in Note 1 Basis of
Preparation (page 127).
Accordingly, the Directors have a reasonable
expectation the Group has resources to continue as a
going concern to 30 November 2026, an 18-month
period from the date of approval of the financial
statements.
In preparing the Group financial statements, the
Directors are required to:
– assess the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern
– use the going concern basis of accounting unless
they either intend to liquidate the Group or to cease
operations, or have no realistic alternative but
to do so.
Change of control agreements
There are no significant agreements to which the
Group is a party that take effect, alter or terminate
upon a change of control of the Group, other than:
1.The Private Placement arrangements of $80m and
€44m dated 11 May 2015, $54m and €30m dated
29 September 2016, and $100m and $125m dated 26
March 2019, where a change of control of the
Company gives rise to a prepayment offer, whereby the
Company must make an offer to all holders of the
Private Placement notes to prepay the entire unpaid
principal amount of the Private Placement notes,
together with accrued interest thereon.
2. The £550m committed syndicated Revolving Credit
Facility agreement entered into on 22 October 2024
contains a change of control provision which provides,
upon the occurrence of a change of control of the
Company, for a 30-day negotiation period with the
syndicate lenders to agree terms and conditions which
are acceptable to syndicate lenders and the Company
for continuing the facilities. If, at the end of the
negotiation period, no such agreement is reached, the
facilities agreement gives each lender the right, but not
the obligation, upon applicable notice, to cancel their
commitments under the facilities agreement and
declare their participation in the loans then outstanding
repayable immediately, together with accrued interest
and all other amounts payable thereon.
3.The employee share schemes, details of which can
be found in note 24 of the financial statements, and
the SAYE Plan 2004, become exercisable for a
limited period following a change of control. Awards
and options under the Omnibus Plan and the Deal
Vintage Bonus Plan vest immediately on a change
of control.
4.Carried interest arrangements in respect of a
number of funds vest fully in favour of the Company
and certain of the Group’s employees following a
change of control event.
There are no agreements between the Group and its
Directors or employees providing for compensation
for loss of office or employment that occurs because
of a takeover bid apart from those described above
and the usual payment in lieu of notice.
Information included in the Strategic Report
In accordance with section 414 C (11) of the
Companies Act 2006, the following information
otherwise required to be set out in the Directors’
Report has been included in the Strategic Report:
likely future developments in the Group’s business
(page 7); risk management objectives and policies
(page 39); hedging policies and exposures (page 42);
engagement with employees (page 32); and
engagement with suppliers and other stakeholders
(pages 32).
Dividend
The Directors recommend a final net ordinary
dividend payment in respect of the ordinary shares of
the Company at a rate of 56.7 pence per share (2024:
53.2 pence per share), which when added to the
interim net dividend of 26.3 pence per share (2024:
25.8 pence per share) gives a total net dividend for
the year of 83 pence per share (2024: 79 pence per
share). The recommendation is subject to the
approval of shareholders at the Company’s AGM in
July 2025.
The amount of ordinary dividend paid in the year was
£228.9m (2024: £223.4m).
Political contributions
No donations, expenditure or contributions were
made during the current and prior year for political
purposes by the Company or any of its subsidiaries.
Streamlined energy and carbon reporting
Disclosures on our greenhouse gas emissions and
energy consumption are set out on pages 61 to 62.
Research and development activities
Details of the research and development activities
undertaken are set out in note 16.
Disclosures required under UK Listing
Rule 6.6.1
The Group’s Employee Benefit Trust (EBT) has lodged
standing instructions to waive dividends on shares
held by it. Dividend waivers have also been issued for
shares held as treasury shares. The total amount of
dividends waived during the year ended 31 March
2025 was £6.3m.
Other than this, there are no disclosures required
to be made under UK Listing Rule 6.6.4.
Compliance with climate-related
financial disclosures
The Group considers that it has included climate-
related financial disclosures that are consistent with
the TCFD recommendations and recommended
disclosures, and that comply with the requirements
under section 414CB(2A) of the Companies Act
2006.
74
ICG Annual Report & Accounts 2025
Directors’ report continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Non-UK branches
Group subsidiary companies have branches in France,
Italy, Germany, Denmark. and the Republic of Korea .
Auditor
EY were the auditor for the financial year ended 31
March 2025. A resolution for the appointment of EY
as the auditor was passed at the AGM held on 16 July
2024. Details of auditor’s remuneration for audit and
non-audit work are disclosed in note 11 to the
accounts.
Further details are set out in the
Audit Committee report on page 79
Disclosure of information to the auditor
Each of the persons who is a Director at the date
of approval of this report confirms that:
– So far as the Director is aware, there is no relevant
audit information of which the Company’s auditor
is unaware
– The Director has taken all reasonable steps that
they ought to have taken as a Director in order
to make themselves aware of any relevant audit
information and to establish that the Company’s
auditor is aware of that information
This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of
the Companies Act 2006.
Post-balance sheet events
Material events since the balance sheet date are
described in note 32 and form part of the Directors’
Report disclosures.
Inclusion
We are committed to creating an inclusive
environment where our people are treated with
dignity and respect. We do not tolerate unlawful
discrimination, bullying or harassment on any
grounds. All employees and third parties working
with us must comply with our policies preventing
discrimination, victimisation, harassment, or bullying.
Such conduct is harmful to both our employees and
our business and any complaints received are
thoroughly investigated.
We aim to:
– Ensure that all job applicants are treated fairly and
judged on criteria relevant to a vacant position
– Ensure that all employees are treated in a fair and
equitable manner which allows each individual to
reach their full potential
– Ensure that decisions on recruitment, selection,
training, promotion, career management, transfer,
terms and conditions of employment and every
other aspect of employment are based solely on
objective and job-related criteria
– Provide the Group with a workforce of the highest
ability which reflects the population as a whole
– Avoid any type of unlawful discrimination
– Ensure all managers actively promote equal
opportunities within the Group.
The employment and retention of people with a
disability is included in this commitment, and we will
provide reasonable adjustments to enable this.
Arrangements are also made as necessary to ensure
support to and full and fair consideration of job
applicants who happen to be disabled.
Our Diversity and Inclusion policy, which includes
Anti-Discrimination, Bullying, Harassment, and
Victimisation, is available on our website:
www.icgam.com.
See page 38 for further details on our approach to
Inclusion including representation data. Additionally,
the FY25 Sustainability and People Report provides a
comprehensive overview.
Investing in our workforce
Please see page 36 for details of our approach to
investing in and rewarding our workforce and note 24
to the financial statements on page 165 for details of
our employee share schemes.
Acquisition of shares by EBT
Acquisitions of shares by the ICG Employee Benefit
Trust 2015 purchased during the year are as
described in note 23 to the financial statements.
75
ICG Annual Report & Accounts 2025
Directors’ report continued
Compliance with climate-related disclosure requirements
The Group has complied with the requirements of LR 6.6.6R and sections 414CA and 414CB of the Companies
Act 2006 by including climate-related financial disclosures consistent with the TCFD recommendations and
recommended disclosures.
Disclosures can be found on the following pages:
Pillar
Disclosure Page
Governance
a. Describe the Board’s oversight of climate-related risks and
opportunities
b.Describe management’s role in assessing and managing climate-related
risks and opportunities
47
Strategy
a. Describe the climate-related risks and opportunities the organisation
has identified over the short, medium, and long term
b.Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy, and financial planning climate-
related risks
c. Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario
49
Risk management
a. Describe the organisation’s processes for identifying and assessing
climate-related risks
b.Describe the organisation’s processes for managing climate-related
risks
c. Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management
56
Metrics and targets
a. Disclose the metrics used by the organisation to assess climate-related
risks and opportunities in line with its strategy and risk management
process
b.Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions
and the related risks
c. Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets
59
Read more on our TCFD disclosures on pages 46 to 62
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Rights attaching to the Company’s shares
Certain key matters regarding the Company’s share
capital are noted below:
– Under the Company’s Articles of Association, any
share in the Company may be issued with such
rights or restrictions, whether in regard to dividend,
voting, transfer, return of capital or otherwise as the
Company may from time to time by ordinary
resolution determine or, in the absence of any such
determination, as the Board may determine. All
shares currently in issue are ordinary shares of 26¼
pence each carrying equal rights. The Articles of
Association of the Company cannot be amended
without shareholder approval
– At a General Meeting of the Company every
member present in person or by a duly appointed
proxy has one vote on a show of hands and on a poll
one vote for each share held
– The ICG Employee Benefit Trust 2015 holds shares
which may be used to satisfy options and awards
granted under the Company’s employee share
schemes including its long-term incentive plans. The
voting rights of these shares are exercisable by the
trustees in accordance with their fiduciary duties
– The notice of any general meeting specifies
deadlines for exercising voting rights either by
proxy or present in person in relation to resolutions
to be passed at a general meeting
– No shareholder is, unless the Board decides
otherwise, entitled to attend or vote either
personally or by proxy at a general meeting or to
exercise any other right conferred by being a
shareholder if:
– They or any person with an interest in shares have
been sent a notice under section 793 of the
Companies Act 2006 (section 793 notice) (which
confers upon public companies the power to require
information with respect to interests in their voting
shares)
– They or any interested person have failed to supply
the Company with the information requested within
14 days where the shares subjec t to the notice (the
‘default shares’) represent at least 0.25% of their
class or in any other case 28 days after delivery of
the notice. Where the default shares represent
0.25% of their class, unless the Board decides
otherwise, no dividend is payable in respect of
those default shares and no transfer of any default
shares shall be registered. These restrictions end
seven days after receipt by the Company of a
notice of an approved transfer of the shares
or all the information required by the relevant
section 793 notice, whichever is the earlier
– The Directors may refuse to register any transfer
of any share which is not a fully paid share, although
such discretion may not be exercised in a way which
the Financial Conduct Authority regards as
preventing dealings in the shares of the relevant
class or classes from taking place on an open and
proper basis. The Directors may likewise refuse to
register any transfer of a share in favour of more
than four persons jointly
– The Company is not aware of any other restrictions
on the transfer of ordinary shares in the Company
other than:
– Certain restrictions that may from time to time be
imposed by laws and regulations (for example,
insider trading laws or the UK Takeover Code)
– Pursuant to the UK Listing Rules of the Financial
Conduct Authority whereby certain employees of
the Company require approval of the Company to
deal in the Company’s shares
The Company is not aware of any agreements
between shareholders that may result in restrictions
on the transfer of securities or voting rights.
At the 2024 AGM the Directors were given the
power to allot shares and grant rights to subscribe
for, or convert any security into, shares: up to an
aggregate nominal amount of £25,430,299 and, in the
case of a fully pre-emptive rights issue only, up to a
total amount of £50,860,598.
A resolution will be proposed to renew the
Company’s authority to allot further new shares at
the forthcoming AGM. In accordance with applicable
institutional guidelines, the proposed new authority
will allow the Directors to allot ordinary shares equal
to an amount of up to one-third of the Company’s
issued ordinary share capital as at 19 May 2025 plus,
in the case of a fully pre-emptive rights issue only, a
further amount of up to an additional one-third of the
Company’s issued share capital as at 19 May 2025.
The authority for Directors to allot the Company’s
shares is renewed annually and approval will be
sought at the forthcoming AGM for its renewal.
The Directors’ authority to effect purchases of the
Company’s shares on the Company’s behalf is
conferred by resolution of shareholders. At the 2024
AGM the Company was granted authority to
purchase its own shares up to an aggregate value of
approximately 10% of the issued ordinary share
capital of the Company as at 22 May 2024.
Issued share capital
During the year no shares were bought back. The
authority to effect purchases of the Company’s
shares is renewed annually and approval will be
sought at the forthcoming AGM for its renewal.
As at 31 March 2025 the issued share capital of the
Company was 294,370,225 ordinary shares of 26 ¼
pence each (including 3,733,333 shares held by the
Company as treasury shares).
The issued share capital of the Company at the date
of the 2024 Annual General Meeting was
294,365,326 ordinary shares of 26¼ pence each
(including 3,733,333 treasury shares held by the
Company).
Powers and appointment of Directors
Subject to its Articles of Association and relevant
statutory law and to such direction as may be given
by the Company by special resolution, the business of
the Company is managed by the Board, who may
exercise all powers of the Company whether relating
to the management of the business or not.
The Company’s Articles of Association give power to
the Board to appoint Directors. The Articles also
require any Directors appointed by the Board to
submit themselves for election at the first AGM
following their appointment and for one-third of the
Company’s Directors to retire by rotation at each
AGM. Directors may resign or be removed by an
ordinary resolution of shareholders.
Notwithstanding the above, the Company has
elected, in accordance with the UK Corporate
Governance Code, to have all Directors reappointed
on an annual basis (other than any who have decided
to retire at the relevant AGM).
All Directors are standing for re-election at the
upcoming AGM on 16 July 2025. The Chair is
satisfied that, following the conclusion of the internal
Board evaluation described on page 78, each of the
other Directors continues to be effective and
demonstrates commitment to their role. In the case
of the Chair, the NEDs are satisfied that he is
effective and demonstrates commitment to his role.
The issued share capital of the Company at the
date of the 2024 Annual General Meeting was
290,631,933 ordinary shares of 26¼p each (excluding
3,733,333 treasury shares held by the Company).
2025 Annual General Meeting
The AGM of the Company is scheduled to take place
at the Procession House Office of the Company on
16July 2025 at 2:30pm. Details will be contained in
the Notice of Meeting, and shareholders will be
updated if arrangements change. Any shareholder
who wishes to vote by proxy or raise a question to be
answered in writing should refer to the Notice of
Meeting for instructions on how to do so. Details of
the resolutions to be proposed at the AGM along with
explanatory notes are set out in the circular to be
posted to shareholders in June 2025 convening the
meeting. In line with the UK Corporate Governance
Code, if votes of more than 20% of those voting are
cast against a resolution, the Company will make a
statement when announcing the results of the vote to
explain any actions it intends to take to understand
the reasons behind the vote result.
This Directors’ Report is approved by the Board and
signed on its behalf by:
Andrew Lewis
Company Secretary
20 May 2025
76
ICG Annual Report & Accounts 2025
Directors’ report continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
The Directors are responsible
for preparing the Annual
Report and Accounts in
accordance with applicable
law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors are required to prepare the
Group and Parent Company financial statements in
accordance with UK-adopted international
accounting standards (UK-adopted IAS) and, as
regards the Parent Company financial statements, as
applied in accordance with section 408 of the
Companies Act 2006. Under company law the
Directors must not approve the accounts unless they
are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or
loss of the Company for that period.
In preparing these financial statements, the Directors
are required to:
– Select suitable accounting policies in accordance
with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply
them consistently
– Make judgements and accounting estimates that
are reasonable and prudent
– Present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information
– Provide additional disclosures when compliance
with the specific requirements of UK-adopted IAS
are insufficient to enable users to understand the
impact of particular transactions, other events and
conditions on the Group and Company financial
position and financial performance
– In respect of the Group and Parent financial
statements, state whether UK-adopted IAS have
been followed and, as regards the Parent Company
financial statements, applied in accordance with the
provisions of the Companies Act 2006, subject to
any material departures disclosed and explained in
the financial statements
– Prepare the financial statements on a going concern
basis unless it is appropriate to presume that the
Company and/or the Group will not continue in
business
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 comply with the Companies Act
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Policy
and Corporate Governance statement that comply
with that law and those regulations. The Directors are
responsible for the maintenance and integrity of the
corporate and financial information included on the
Group’s website.
The Directors confirm, to the best of their knowledge:
– That the consolidated financial statements,
prepared in accordance with UK-adopted IAS, give a
true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the
undertakings included in the consolidation taken as
a whole
– That the Annual Report and Accounts, including the
Strategic Report and the Directors’ Report, which
together constitute the management report, include
a fair review of the development and performance
of the business and the position of the Company and
the undertakings included in the consolidation
taken as a whole, together with a description of the
principal risks and uncertainties that they face
– That they consider that this Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the Company’s
and the Group’s position, performance, business
model and strategy.
Benoît Durteste
Chief Executive Officer and Chief Investment Officer
David Bicarregui
Chief Financial Officer
20 May 2025
77
ICG Annual Report & Accounts 2025
Directors’ responsibilities
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Board development and evaluation
Induction programme
A detailed and bespoke induction is conducted for
every new Board member in order to give them a
well-rounded view of the business and the markets
they operate in. This takes place via a series of
structured meetings over a two- to three-month
period when the relevant Director is new to the
Board.
Ongoing training and development
A regular programme has been established to ensure
that all Board members remain up to date on both
business specific and general industry matters. This is
primarily done through the delivery of formal Board
presentations from business unit heads – there is a
detailed dive into one investment team’s area at each
Board meeting, while either the Board or its
Committees receive detailed and operationally
focused reviews from other areas. The Group’s
control functions also provide training on risk
together with legislative and regulatory
developments, and the training programme is
supplemented by presentations from external
advisers on matters such as takeover defence,
Market Abuse Regulation matters, sustainability
considerations and external market perceptions of
the Company. In addition, the Group monitors other
external training undertaken by the NEDs, often from
leading global advisory companies.
The Executive Directors attend Board training and
have also undertaken courses on compliance and
operational matters such as anti-money laundering,
anti-bribery and corruption and information security.
Each also receives formal and ad hoc updates on
statutory and regulatory developments, and leads
presentations and other training sessions for other
employees.
Board evaluation
The Board reviews its own performance annually,
making an assessment of the effectiveness and
performance of the Board as a whole, its Committees
and each Director. Once every three years, this
exercise is conducted as a formal external review led
by independent experts.
In the prior year, an external review was conducted
by Raymond Dinkin of Consilium Board Review, an
independent consultancy (neither Mr Dinklin or
Consilium have any other connections with the
Company or any individual director). The externally
facilitated review concluded that the Board was
performing well and identified three areas of focus:
people, succession and culture; strategic priorities for
long-term growth; and scaling the business and
processes.
During the year, the annual Board performance
evaluation was facilitated internally and was led by
the Chair. The Chair’s performance review was
performed by the Senior Independent Director in
consultation with the other Directors. The evaluation
reports concluded that the Board and its Committees
are working effectively, efficiently and
collaboratively, responded proactively to issues
which arise, and that each Director continues to
contribute effectively. Some areas for greater focus
were noted, but the review concluded that there
were no concerns in terms of the Board’s operations,
oversight of the business and composition. The
performance evaluation concluded that the findings
of reviews from prior years had been wholly or
partially addressed.
Board oversight of culture
The Board seeks to promote a strong and cohesive
culture for our Group where high performance, open
communication and integrity are key values. The tone
from the top aims to reinforce our shared value and
goals, and we monitor these in a number of ways,
both formally and informally. Engagement with our
employees gives key insights into the Group’s culture;
one method of achieving this is through the focus
group work undertaken by the Designated NED for
employee engagement. Andrew Sykes (along with
other NEDs as rotating guests) meets regularly with
cross sections of employees to obtain their view on a
range of matters, and reports back on this work to all
Directors. We also regularly study the results of
employee engagement “Pulse” surveys to obtain
further insight into the culture. A number of other
monitoring tools, including investment dashboards,
risk management metrics and structured business
unit reporting, provide further insight for the Board.
This is supplemented by meetings and discussions
between various NEDs and key team leaders within
the business to obtain an ongoing picture of our
institutional culture.This year’s internal Board
evaluation also considered culture and confirmed
that the Board is managing the Group’s culture to
navigate a balance between entrepreneurialism and
scaling the business; this will continue to be a focus as
we continue our growth journey.
78
ICG Annual Report & Accounts 2025
Director induction and development
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Dear shareholders
I am pleased to present the Committee’s report for
the year ended 31 March 2025. Separate sections on
Committee governance, Review of the year, External
audit, Internal controls and Internal audit follow.
During the year, the Committee has closely
monitored management progress in implementing
new systems and processes, reflecting the Group’s
complexity and scale. A significant milestone this year
was the go-live of the new Enterprise Resource
Planning system, a key component of the system of
internal controls over financial reporting.
Assets under management (AUM) is a key measure
ofthe Group’s performance, but as a non-financial
measure is not subject to external audit. The
Committee requested, and received, additional
internal assurance over the processes and controls
implemented by management over this significant
metric.
This Committee is responsible for ensuring the Group
has an appropriate and effective system of internal
controls over reporting, including financial reporting.
In preparation for the changes to be introduced by
the 2024 Corporate Governance Code, the
Committee and management have worked closely to
define and develop appropriate reporting to support
the assessment of the effectiveness of key internal
controls over reporting, including financial reporting,
and this activity will continue in the coming years.
This year is the fifth audit completed by EY. In
accordance with our policy we have not tendered the
audit, which will remain with EY. In accordance with
the requirement to rotate audit partners we welcome
Mike Gaylor as our new EY engagement partner and
look forward to working him in the coming years. The
Committee would like to thank Ashley Coups, the
outgoing partner, for his work and his contribution to
the Committee and its members.
This Committee plays a key role in ensuring that the
Group’s reporting is fair, balanced and
understandable, and complies with the requirements
of UK-adopted IAS. We carefully consider the
content of the Annual Report and Accounts, and
other financial reports, to ensure that we are satisfied
that all requirements are met.
The Audit Committee has continued to coordinate
with the Risk Committee and the Remuneration
Committee with the aim of effectively covering
pertinent topics in the most suitable forum.
The Committee plays a vital role in assisting the
Board in its oversight responsibilities for the integrity
of financial reporting, the effectiveness of internal
controls over reporting, including financial reporting,
and assessment of quality of the assurance functions.
I would therefore be pleased to discuss the
Committee’s work with any shareholder.
Matthew Lester
Chair of the Audit Committee
20 May 2025
79
ICG Annual Report & Accounts 2025
Audit Committee report
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Continued progress
and maturity
as the business grows
“This Committee plays a vital
role in ensuring the Group’s
reporting is fair, balanced
and understandable.”
Matthew Lester
Chair of the Audit Committee
80
ICG Annual Report & Accounts 2025
Audit Committee report continued
Committee roles and responsibilities
The Committee members have a wide range of business and financial experience, including accounting and auditing, risk
management, asset management and investment, regulation and compliance, M&A, tax and international business practices.
These skills ensure the Committee has the relevant sector competence to enable it to fulfil its terms of reference in a robust and
independent manner. In particular, Matthew Lester has considerable experience as a CFO, Chair and Audit and Risk Committee
Chair. The Board considers that he has recent and relevant financial experience.
Key Management Judgement:
Alternative Performance Measures
Objective and significance
Alternative performance measures can add insight to the UK-
adopted IAS reporting and help to give shareholders a fuller
understanding of the performance of the business.
Progress
We discussed the use of alternative performance measures with the
Executive Directors and reviewed their continued appropriateness
and consistency with prior years.
We received additional internal assurance over the processes and
controls implemented by management over AUM.
Conclusion
We were satisfied that alternative performance measures, which are
widely used in the asset management industry, can provide insight
into performance from the perspective of our shareholders and other
stakeholders.
A review of the alternative performance measures was undertaken
and we were satisfied that they did not detract from UK-adopted IAS
measures and were: sufficiently defined; consistently applied; and,
where relevant, reconciled to UK-adopted IAS measures.
See KPIs on page 15 and the Finance review on page 17
Governance
Committee governance
Best practice developments
People and business changes
Financial reporting
Content and integrity of annual and other periodic financial reporting
Application of Alternative Performance Measures and reconciliations
to IFRS reported financials
Annual Report presentation: fair, balanced and understandable
Accounting policies
Key accounting judgements and estimates
Going concern and viability
External audit
Appointment and remuneration of external auditors
Independence and objectivity
Audit scope, quality and effectiveness
Audit firm and leadership rotation and tender process
Internal controls and internal audit
Financial operations: leadership, effectiveness
Framework of internal controls over financial reporting
Scope, planning, activities and resources of Internal Audit
Committee members
Sonia Baxendale
1
Rosemary Leith
Matthew Lester (Chair)
Amy Schioldager
2
Andrew Sykes
Committee governance
The Committee’s terms of reference are approved and reviewed by
the Board on a regular basis, most recently in May 2025. The terms of
reference are available on the Group’s website, www.icgam.com, or
by contacting the Company Secretary.
The operations of the Committee were reviewed as part of the
internal Board evaluation completed in March 2025; the Committee
was found to be operating effectively.
The Committee held four meetings during the year. The Committee
members attending each of the meetings can be found on page 67.
l
Financial and management
reporting, including key
management judgements
40%
l
Annual Report, including fair,
balanced and
understandable assessment
10%
l
External Audit
15%
l
Internal Audit
25%
l
Other
10%
1. Joined the Board on 1 January 2025.
2. Retired from the Board on 16 July 2024.
How the Committee spent its time
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
81
ICG Annual Report & Accounts 2025
Audit Committee report continued
Key Accounting Judgements
and Estimates: Consolidation
of investment structures
Objective and significance
The Group holds investments in a number of structured entities
which it manages. Judgement is required in assessing whether these
entities, and their investments, are controlled by the Group and
therefore need to be consolidated into the Group’s financial
statements.
Progress
We challenged the information analysed by management to assess
which funds, carried interest partnerships, and portfolio companies
are controlled by the Group or over which the Group exercises
significant influence.
Conclusion
We concluded that the Group controlled 25 seed investment-related
entities, 21 funds and two carried interest partnerships. The Group
exercised significant influence over 15 other entities during the
financial year. Accordingly, the controlled entities have been
consolidated into the Group’s financial statements.
Based on our inquiries of the Executive Directors and external
auditors, we concluded our policies are being properly applied in
areas such as assessing control and significant influence.
We concluded that the areas of judgement (see pag e 127) are
properly explained.
See note 27 to the financial statements
Key Accounting Judgements and
Estimates: Revenue recognition
Objective and significance
Revenue recognition involves certain estimates and judgements,
particularly in respect of the timing of recognising performance fees,
which are subject to performance conditions.
Progress
We reviewed the revenue recognition of performance fees and
investment income to confirm that the treatments were consistent
with the Group’s accounting policies.
Conclusion
The Committee concluded that revenue has been properly
recognised in the financial statements.
See note 3 to the financial statements and the Auditor’s
Report on page 111
Key Accounting Judgements and
Estimates: Investment valuation
Objective and significance
Investments are mainly unquoted and illiquid, therefore considerable
professional judgement is required in determining their valuation.
Progress
The Committee reviewed the conclusions of the Group Valuation
Committee, carefully considering the impact of the current economic
environment on the judgement required.
The Committee inquired into the progress of ongoing asset
realisations after the year end as an indicator of the reliability of the
valuation process.
Conclusion
In our review of the financial statements we were satisfied that
sufficient disclosures had been provided on the estimates and
judgements made in determining the value of the portfolio.
See notes 5 and 9 to the financial statements and the
Auditor’s Report on page 111
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
In addition to the significant matters detailed on pages 80 and 81 the Committee maintained a rolling agenda of items for its review including auditor independence and external audit effectiveness, internal audit, capital
strategy, risk and treasury management capabilities, financial and management reporting (including any changes to the Group’s accounting policies), accounting developments, relevant people changes, the going concern
concept of accounting (see pages 74 and 127, the viability statement (see page 29), the Auditor’s Report (see page 111), the Auditor’s management letter and the fair, balanced and understandable assessment of the Annual
Report. No issues of significance arose.
External audit
The Group complies with the UK Corporate Governance Code, the FRC
Guidance on Audit Committees and the EU Regulation on Audit Reform.
In addition, we comply with all aspects of the Competition and Markets
Authority Statutory Audit Services Order.
Appointment and rotation
The Group’s policy is to submit the external audit to tender every 10
years, as a fair balance between the costs and disruption of a tender and
the benefits of a potential fresh pair of eyes and challenge, and for the
external audit firm to be rotated at least every 20 years. EY were first
appointed pursuant to a tender process for the financial year ended 31
March 2021. The next tender must be completed for the financial year
ended 31 March 2031.
Execution, quality and effectiveness
The Committee discusses and agrees the scope of the audit prior to its
commencement.
The Committee reviews with EY the risks of material misstatement of
the financial statements and confirms a shared understanding of these
risks. While planning the audit, EY sets out the key tests that they
perform on the higher-risk areas, and the Committee provides input on
areas that it wants to receive particular attention.
The Committee Chair meets the lead audit partner to review Group
developments and audit progress. The Committee also discusses with
EY, prior to recommendation of the financial statements to the Board,
the audit findings, including audit differences, and observations on
internal controls, operations and resources. This includes discussions in
private sessions without the Executive Directors present.
In assessing the quality and effectiveness of the external audit, the
Committee considers the audit team’s demonstrated competence,
experience, diligence, objectivity, professional scepticism, current
knowledge and its relationship with the Executive Directors and senior
management. In particular, the Committee assesses the depth of review
and level of challenge provided by the external auditors over the
significant judgements and estimates made by management.
The Committee observed healthy debate initiated by EY, and received
high-quality reports with detailed information on the scope and results
of their work, including challenge to management judgements, estimates
and assumptions. The Committee gained valuable insight from EY on the
nature of operations underlying the Group’s production of financial
information, and received a current assessment of internal controls over
financial reporting, to the extent observed as a by-product of their audit
of the consolidated financial statements.
The overall assessment of audit quality includes an annual evaluation of
the independence and objectivity of the external auditor and the
effectiveness of the audit process, taking into consideration relevant
professional and regulatory requirements. This assessment is based in
part on results of observation, inquiry and challenge, throughout the
year, as well as periodic reflection and input collected separately from
Committee members, Executive Directors and other relevant senior
management. The annual evaluation of EY was undertaken by the
Committee in September 2024.
In addition to the annual evaluation and regular review of reports and
the working practices of the EY audit team, the Committee undertakes
an ongoing assessment of external audit quality and effectiveness
including, but not limited to, the following:
– The content of EY’s annual Transparency Report which sets out their
commitment to audit quality and governance
– Insights arising from the Audit Quality Review team (AQRt) of the
Financial Reporting Council’s annual audit of a sample of EY’s audits.
Following discussion with EY, insofar as any issues might be applicable,
the Committee determines that EY has proper and adequate
procedures in place for the audit
– The formal terms of engagement with the auditor, and the audit fee.
The Committee determined that the Group audit fee of £2.3m (2 024:
£2.1m) appropriately reflected the scope and complexity of the work
undertaken by EY
On the basis of this review and our ongoing interactions and
observations, the Committee remains confident in EY’s work and the
Committee are satisfied that the audit is probing, challenging and
effective and that the approach provides a reliable audit opinion with a
reasonable expectation of detecting material errors, irregularities and
fraud.
Non-audit services
The Board has an established policy setting out what non-audit services
can be purchased from the firm appointed as external auditors. A copy of
the policy can be found on the Group’s website, www.icgam.com. The
Committee monitors non-audit services provided to the Group by EY to
ensure there is no impairment to their independence or objectivity.
During the year, the Group paid £0.4m (2024: £0.3m) to EY for the
provision of corporate non-audit services. Of these fees, £0.2m (2024:
£0.2m) is in respect of services in their capacity as auditor. The ratio of
non-audit services to 70% of audit fees on a three-year rolling basis was
0.15:1 (2024: 0.16:1). A detailed analysis of fees paid by the Group to EY
is shown in note 11 on page 147.
The Committee is satisfied that the services provided do not impair the
independence of the external auditors.
Internal controls
Risk management and internal control matters are the responsibility of
the Group’s Risk Committee. Its report is set out on page 84.
The Group has an established control framework, designed to manage
but not eliminate risks and provide reasonable but not absolute
assurance against material losses or misstatements. Further detail is
provided in the Risk Committee report on page 84.
Effectiveness of controls
The Committee reviews the effectiveness of the financial control
environment, including controls over our financial reporting and the
preparation of financial information included in the Annual Report,
taking into consideration the reports from internal audit, any areas
where there has been a reported breach of an internal control and input
from external sources, in particular the auditors.
The Committee works closely with the Risk Committee to review the
system of internal controls through its review of the system of internal
controls over financial reporting (see page 84).
The Committee reviews the operation of the finance function to ensure
it is sufficiently resourced and has the appropriate processes and
controls over financial reporting to fulfil its duties.
82
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Audit Committee report continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Internal audit
The Group has an internal audit function led by an experienced Head of
Internal Audit, reporting to the Chair of the Audit Committee. The Head
of Internal Audit has access to external service providers with
specialised skills, to augment internal resources as needed.
Approach
In conformity with the Financial Services Code (Guidance on effective
internal audit in the financial services sector), a risk-based planning
process is performed annually. This includes consideration of business
objectives and a focus on those risks identified as being most likely to
impact delivery of the Group’s strategy.
The resulting plan is reviewed and approved by the Committee, with
regular updates provided. This is kept under constant review, with any
significant changes recommended to the Committee for approval.
The Group has a number of regulated entities that have specific
requirements for internal audit activities. These requirements are taken
into account in the planning process and, as appropriate, relevant reports
on audit scope and findings are shared with the Boards of the regulated
subsidiaries.
Execution
The Committee considered and approved the updated internal audit
strategy and plan for financial years 2025 and 2026. Updates on delivery
of this plan, together with related status of remedial actions, are
reported at each meeting of the Committee.
During the year, in accordance with the plan, 23 risk-based reviews were
completed, responded to by management and reviewed by the
Committee. We pay particular attention to identified themes across the
business, relative importance and relationship of findings, recommended
and agreed remedial actions, and compliance with timescales for
resolution and follow-up.
The Committee is satisfied that delivery of the approved internal audit
strategy and plan is providing timely and appropriate assurance on the
controls in place to feasibly manage the principal risks to the Group.
Effectiveness and independence
The Committee monitors the effectiveness of Internal Audit within the
context of the function’s charter and stakeholder expectations. The
Committee will periodically request an independent party to perform an
external quality assessment of Internal Audit.
In the current period, the Committee concluded that the Internal Audit
function is operating effectively, at the present level of operations. We
continue to monitor resourcing in view of regulatory development and
business growth.
The Committee also reviewed the independence of the Internal Audit
function and concluded that it remained so.
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Audit Committee report continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Dear shareholders
I am pleased to present the Risk Committee’s report
for the year ended 31 March 2025.
The Committee’s primary focus is to provide
oversight and strategic challenge to the Group’s risk
management framework, ensuring alignment with
the expectations of our shareholders, regulators, and
clients.
Throughout the year, the Committee has maintained
a proactive approach to monitoring the Group’s risk
profile, ensuring exposures remain within the Board-
approved risk appetite. This had been achieved
through comprehensive top-down and bottom-up
assessments, coupled with robust analysis of principal
risk drivers. Working closely with senior
management, we have focused on enhancing our
internal control environment to support the Group’s
continued growth. A key milestone has been the
successful implementation of our new Risk system,
which provides a scalable platform for effective risk
management.
We have closely monitored the impact of significant
geopolitical developments on our strategic
positioning and risk profile. While these events have
contributed to heightened market uncertainty, our
diversified business model and disciplined risk
management practices have demonstrated resilience.
We remain vigilant in assessing potential implications
for our investment strategies, clients, and portfolio
companies.
The macroeconomic environment has remained
dynamic, characterised by evolving interest rate
trajectories and inflationary pressures. The
Committee has worked closely with management to
evaluate the potential impact on our liquidity and
fundraising capabilities. We remain confident in the
Group’s ability to navigate this landscape effectively,
underpinned by our robust capital structure and
proactive investor engagement strategies.
A key area of focus for the Committee has been the
rapid advancements in artificial intelligence,
particularly generative AI. We recognise the
transformative potential of these technologies and
the importance of proactive governance. The
Committee is actively considering the strategic
implications and opportunities, while ensuring the
development of appropriate risk management
frameworks. We are committed to harnessing the
power of AI responsibility, aligning with our values
and stakeholder expectations.
Looking ahead, the Committee will continue to
prioritise the monitoring of emerging risks, with a
particular focus on the regulatory landscape and
sustainability related matters. Cyber security remains
a critical priority, and we will further strengthen our
cyber risk framework to ensure the Group maintains
robust defences against evolving threats, including
those posed by advanced AI technologies. Ongoing
enhancement of our wider risk and control
environment will also be a key focus area.
The Risk Committee remains committed to fostering
a proactive risk culture, ensuring the Group is well-
positioned to navigate the challenges and
opportunities that lie ahead. We will continue to work
collaboratively with the Audit Committee and the
Remuneration Committee to provide effective
oversight and ensure alignment of our strategic
objectives.
I would welcome the opportunity to discuss the
Committee’s work with any shareholder.
Rosemary Leith
Chair of the Risk Committee
20 May 2025
84
ICG Annual Report & Accounts 2025
Risk Committee report
“Our commitment to robust
risk management, embedded
within a strong control
culture, fuels our long-term
growth and value creation.”
Rosemary Leith
Chair of the Risk Committee
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Strategic risk oversight
and challenge
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Risk Committee report continued
Committee roles and responsibilities
The role of the Committee is to support the Board in identifying and managing risk, complying with regulations, and promoting good conduct.
Governance of risk
The Committee is mandated by the Board to encourage, and seek to
safeguard, high standards of risk management and effective internal
control across the Group.
Monitoring the effectiveness of controls
The Risk Committee is provided with several risk reports, which it uses
to review the Group’s risk management framework on an ongoing basis
and works closely with the Audit Committee to review the system of
internal controls. The reports enable the Committees to develop a
cumulative assessment and understanding of the effectiveness with
which internal controls are being managed and risks are being mitigated
by management across the Group.
As part of their review, the Committees consider whether the processes
in place are sufficient to identify all material controls, defined as those
critical to the management of the principal risks of the business,
including the risk of fraud. Additional reporting on the effectiveness of
material controls is provided to the Risk Committee and the Audit
Committee on an annual basis to support the review of the effectiveness
the Group’s risk management and internal control systems.
The Committee confirms that it has undertaken a robust assessment of
the emerging and principal risks. The Committee reviewed the
effectiveness of the Group’s risk management and internal control
system and confirm that no significant failings or weaknesses have been
identified.
Summary of meetings in the year
The Committee held four meetings during the year. In the ordinary
course of business, the Committee receives a report from the Head of
Risk providing an assessment of each principal risk versus appetite, key
risk events, key emerging risks, actions taken or being taken to manage
the risks, and ongoing activity to enhance and develop the Group’s RMF;
and from the Global Head of Compliance and Risk on global compliance
and implementation of relevant regulatory developments.
Principal and emerging risks
Identification and management of principal risks
Risk appetite and tolerances
Identification and monitoring of emerging risks
Governance
Committee governance
Oversight of risk and compliance policies
Best practice and governance code developments
Risk management framework
Effectiveness of risk management systems
The operational resilience of the Group and assessment of the Group’s
control environment
Risk function resourcing
Regulatory risks
Impact and implementation of regulatory change
Internal capital adequacy and risk assessment (ICARA)
Compliance function resourcing
Committee members
Rosemary Leith (Chair)
Sonia Baxendale
1
Virginia Holmes
Amy Schioldager
2
Matthew Lester
Committee governance
The Committee’s terms of reference are approved and reviewed by
the Board on a regular basis, most recently in May 2025. The terms of
reference are available on the Group’s website, www.icgam.com, or
by contacting the Company Secretary.
The operations of the Committee were reviewed as part of the
internal Board evaluation completed in March 2025; the Committee
was found to be operating effectively.
The Committee held four meetings during the year. The Committee
members attending each of the meetings can be found on page 67.
l
Principal and emerging risks identification and management,
including monitoring of risk appetite metrics
40%
l
Assessment of the Group’s control environment
25%
l
Internal capital adequacy and risk assessment
15%
l
Oversight of risk and compliance function initiatives
10%
l
Other
10%
1. Joined the Board on 1 January 2025.
2. Retired from the Board on 16 July 2024.
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
How the Committee spent its time
Over the course of the year the Committee considered and discussed
the following significant matters:
– The Group’s 2024 ICARA, on which the Committee carried out a
detailed review and was satisfied that the operational risk and financial
stress scenarios were appropriately calibrated and also stressed the
particular vulnerabilities of the Group. The Committee’s assessment
was informed by a review of the ICARA by external consultants, which
encompassed evolving regulatory expectations and industry practice.
– An update on the implementation of a Risk system which represents a
strategic step forward in the Group’s approach to managing risk and
strengthening governance. The Committee noted that the system
builds on the Group’s current capabilities to drive value across multiple
functions.
– The annual Information Technology and Cyber update received from
the Group’s Cyber Security Lead, which covered the cyber security
standards, security protection tools, ongoing detection, and monitoring
of threats, and testing of cyber response and recovery procedures.
– An update on the Group’s new systems and tools, with the Committee
satisfied with the approach taken by the business.
– The results of an internal exercise conducted to test the Group’s
strategic resilience through a simulated crisis response. The exercise
noted that there were no material gaps in the crisis management of the
Group, however some minor enhancements were recommended.
– An update on the Group’s gold command response and governance
processes.
– An update on the increase of the scope and assurance coverage of the
Group’s annual Material Controls Assessment, and Fraud Risk
Assessment to ensure the ongoing improvement of the Group’s control
environment.
Other matters considered
In addition to the significant matters addressed above, the Committee
maintained a rolling agenda of items for its review, including the
adequacy of resourcing in the Compliance and Risk functions, updates on
key policies and a review of the annual Whistleblowing report, annual
Compliance plan, annual policy review and the Money Laundering
Officer’s report. The Committee meets privately with both the Head of
Risk and the Global Head of Compliance and Risk on an annual basis.
Internal Audit, Risk and Compliance monitoring
Internal Audit, Risk and Compliance work closely together to ensure
appropriate coverage of the Group’s activities.
The Committee supported the Audit Committee in its oversight of the
internal audit programme (see page 83), which is risk-based. It is
designed to permit changes to the programme in the light of changed
circumstances. In conjunction with the Audit Committee, the Committee
reviews the proposed compliance monitoring to be undertaken during
the following fiscal year and at each of its subsequent meetings receives
any relevant output.
Where there is a perceived overlap of responsibilities between the Audit
and Risk Committees, the respective Committee Chairs will have the
discretion to agree the most appropriate Committee to fulfil any
obligation. During the year the Committee ensured that appropriate
monitoring was undertaken. No significant matters of concern were
identified.
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Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Dear shareholders
I am pleased to present the Nominations and
Governance Committee report for the financial year
ending 31 March 2025.
Good governance requires the appropriate balance of
skills, diversity of thought and experience,
independence and knowledge, making the work of
the Nominations and Governance Committee a key
part of our oversight and effectiveness.
The Committee’s main focus during the year was in
respect of the search for a NED to be appointed to
the Board. The Board was delighted to welcome
Sonia Baxendale as a NED on 1 January 2025. Her
breadth of experience, expertise and perspective
across a range of important areas will enhance our
diversity of backgrounds and thought and will be of
great value to the Company as we continue to pursue
our strategy.
The Board is also pleased to announce the
appointment of Robin Lawther as a NED. She will join
the Board on 1 November 2025 and will bring
significant experience of the financial services
industry spanning both sides of the Atlantic, and has
knowledge of a broad spectrum of the market. Her
expertise and perspective across a range of business
areas and geographies will be of great value to ICG
and I look forward to her joining us.
The Committee sought support from executive
search consultants, Russell Reynolds Associates, to
assist with the appointment of Sonia Baxendale and
Robin Lawther. Russell Reynolds Associates have no
connection with the Company (other than assisting
with recruitment), nor with any individual director.
The Committee continues to consider long-term
Board succession planning and to enhance the
diversity of the Board while expanding and
diversifying its current skill-set.
The Committee has also continued to monitor
feedback received from employees gained through
focus group sessions led by Andrew Sykes, the NED
responsible for liaising with employees in order to
gain insight into the culture of the Company.
Employee views are always important to Committee
and Board discussions, and I look forward to hearing
more insight from her as we work together in the
coming years.
During the year, the Committee also heard from
management on the results of a detailed exercise on
executive succession planning for key individuals and
ensuring development and training opportunities for
our key talent. NEDs have worked closely with the
Chief People and External Affairs Officer with a focus
on developing our employees, particular emphasis
has been placed on enhancing bench strength across
the organisation, including the development of
targeted development programmes for leadership,
newly promoted individuals and emerging future
leaders. ICG is a people business and developing and
retaining our talent is crucial in helping to deliver the
Group’s strategic objectives.
The output from the recent external Board
evaluations is always front of mind for the Committee
as we continue to consider the composition and
cohesion of our Board in the context of our business
and strategy. These results help to shape our thinking
as we continue to plan for long-term succession for
our Board.
I would be pleased to respond to any shareholder
questions about the Committee’s work either at the
AGM or otherwise.
William Rucker
Chair of the Nominations and Governance
Committee
20 May 2025
87
ICG Annual Report & Accounts 2025
Nominations and Governance Committee report
Investing
in our people
“The Nominations and
Governance Committee is
a key part of our oversight
and effectiveness.”
William Rucker
Chair of the Nominations and
Governance Committee
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
88
ICG Annual Report & Accounts 2025
Nominations and Governance Committee report continued
Committee roles and responsibilities
The role of the Committee is to oversee the membership of the Board to ensure a balance of skills, diversity and experience
among the Directors, and to oversee senior management succession planning and the governance practices and processes of
the Group. A sub-committee of the Committee also provides oversight of, and strategic views in respect of, the making of
carried interest investment by the Group’s employees in funds managed by the Group.
Summary of meetings in the year
The Committee considered and discussed the following significant matters:
– Whether it may be appropriate to appoint further NEDs to the Board to supplement the
existing skill sets and diversity of experience of the Board to assist with long-term
succession planning. It was concluded that an appointment should be made, and a search
was launched.
– The search for, and appointment of, a further NED.
– A detailed review of succession planning in respect of senior positions, including each
Executive Director and other key leadership personnel.
– The employee engagement NED, Andrew Sykes, provided insights on the culture of the
Group and other feedback from the ongoing informal engagement programme. This was
based on his engagement during the year with several groups and included the views of a
wide range of employees drawn from a number of the different geographies in which the
Group is active. He has regularly met employees virtually or in person in grou ps of 10-12
and sought their views on a range of issues; more details are provided on page 66.
Diversity
The Company’s firm principle is that each member of the Board and each Committee must
have the skills, experience, knowledge and overall suitability that will enable each Director
to contribute individually, and as part of the Board, to the effectiveness of the body on
which they sit. ICG believes that diversity of experience and approach, including
background, gender, age and geographic provenance among Board members is of great
value. ICG’s priority is to ensure that the Board continues to have strong leadership and the
right mix of skills to deliver the business strategy. Within this context, the composition of
the Board and its Committees will necessarily vary from time to time.
The Board updated its Board Diversity policy in March 2025 (which applies to the Board
and its key committees) and this can be found at https://www.icgam.com/wp-content/
uploads/2024/03/Board-Diversity-Policy-March-2025.pdf. This emphasises the
importance of diversity of all types at Board level. At the Company’s chosen reference date,
31 March 2025, and in line with UK Listing Rule 6.6.6(9), ICG confirms that it has met the
targets of having at least 40% female membership on the Board and at least one individual
on the Board from a minority ethnic background. We are aware that we do not currently
meet the target of the UK Listing Rules in respect of having at least one of the positions of
Chair, Chief Executive Officer, Senior Independent Director or Chief Financial Officer being
held by a woman. The Board is committed to promoting diversity and inclusion in the
boardroom when vacancies arise and aims to meet industry targets and recommendations
where possible and appropriate. Initiatives to promote the gender balance of employees in
senior management positions are set out on page 37.
Gender and ethnicity data relating to the Board and executive management was collected
using a standardised process managed by the Company Secretary. Each Board member was
requested to disclose information on a confidential and voluntary basis, through which the
individual self-reports their ethnicity and gender identity (if they wish to).
Other matters considered
The Committee conducted a review of the size and composition of the Board and its
Committees, the skill set of all Directors, their ongoing training and development and the
independence of NEDs. Subject to the recruitment stated above, no concerns were raised.
Culture, diversity and inclusion
Employee engagement and development
Board and senior employee diversity considerations
Succession planning
NED, Executive and senior management succession planning
Talent development
Director skills and experience
Director induction
Director training
Appointments
NED appointments
Board composition
Committee members
William Rucker (Chair)
Virginia Holmes
Matthew Lester
Andrew Sykes
Stephen Welton
Committee governance
The Committee’s terms of reference are approved and
reviewed by the Board on a regular basis, most recently in
May 2025.
The terms of reference are available on the Group’s website,
www.icgam.com, or by contacting the Company Secretary.
The operations of the Committee were reviewed as part
of the internal Board evaluation completed in March 2025;
the Committee was found to be operating effectively.
The Committee held three meetings during the year.
The Committee members attending each of the meetings
can be found on page 67.
How the Committee spent its time
l
Assessing board/committee composition
30%
l
Search progress
50%
l
Consideration of directors for reappointment
10%
l
Employee engagement
10%
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Dear shareholders
I am pleased to present the Committee’s Report
(the Report) for the year ended 31 March 2025.
The Report comprises three parts:
– This introductory statement, which explains the key
decisions made by the Committee during, and in
respect of, FY25;
– The Annual Report on Remuneration for FY25.
This details the performance and remuneration
outcomes, and the governance process. Together
with my introductory statement and the ‘at a glance
section’, it is subject to the usual advisory vote at the
AGM; and
– The Directors’ Remuneration Policy (the Policy) for
the FY24 - FY26 period, which was approved at the
July 2023 AGM.
Directors’ Remuneration Policy and
shareholder consultation
Having undertaken a thorough review of the Policy for
the triennial vote at the AGM in July 2023 and
consulted extensively with shareholders, our Directors’
Remuneration Policy received very substantial
backing with 90.06% of votes in favour.
Last year’s Directors’ Remuneration Report also
received overwhelming support, with 97.19% of votes
cast in favour. We are pleased that these results
indicate strong and continued support from our
shareholders for the Policy and its implementation.
Under the Policy, the CEO/CIO’s base salary, which
had not increased substantively over a six-year
period, and as a result had become far removed from
companies similar to ICG in scale and complexity, is
being repositioned on a phased basis over three steps
as follows: to £500k for FY24; to £615k for FY25
(FY24 and FY25 already implemented); and to £750k
for FY26.
For the CFO role and CPEAO role, total variable pay
maximum is expressed as a multiple of base salary
which is the norm for other UK-listed companies.
The multiples approved in the Policy were 4x base
salary for the CFO role and 3.5x base salary for the
CPEAO role.
For the CEO/CIO, the approved Policy retains the
current variable pay maximum of £6m for the Policy
period FY24-26, but transitions to express this as a
multiple of base salary from the start of FY26 once the
phased base salary increases, described above, have
been completed. The planned increases will take the
base salary to £750k for FY26. Therefore, the total
variable pay maximum will be expressed as 8x base
salary (i.e. £6m) for FY26.
Deferral levels remain at a minimum of 70% of total
variable pay. Levels of pension allowance are set at
12.5% in line with the majority of the workforce.
We are continuing to monitor the effectiveness of
the Policy in enabling ICG to compete effectively for
talent and support the business strategy. We may
need to reconsider the question of variable
remuneration level for outstanding performance.
The policy will be reviewed during FY26 in
preparation for the triennial vote at the AGM next
year and our review will take into account market
benchmarks within our sector.
Further details of our current Policy can be found
on page 105.
Contents
89
Letter from the Committee Chair
92
Remuneration at a glance
94
Annual report on remuneration
104
Governance of remuneration
105
Directors’ remuneration policy
89
ICG Annual Report & Accounts 2025
Remuneration Committee report
Driving performance
and shareholder
alignment
“The role of the Committee is
to support the Board in
developing and implementing
the remuneration policy,
ensuring alignment with
shareholders and Company
strategy, identifying and
managing risk, complying
with regulations and
promoting good conduct.”
Virginia Holmes
Chair of the Remuneration
Committee
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Corporate Governance Code remuneration requirements
Our remuneration policies and practices comply with the remuneration
requirements of the Corporate Governance Code, including in the
following areas:
Strategic rationale and remuneration levels
Remuneration policy and practice within ICG are designed to support
the strategy of the business, with a clear emphasis on sustainable,
profitable growth. The variable pay structure for Executive Directors, as
approved in the Policy for the FY24-26 period, is simple, with a single
performance scorecard containing clear financial and non-financial KPIs.
The scorecard drives a single variable pay award of which at least 70% is
deferred into ICG shares, vesting over a five-year period to promote
long-term alignment. Executive Directors also have in-service and post-
exit shareholding requirements. The policy aligns to our company culture
of recognising and rewarding performance and delivering outstanding
annual and long-term value for stakeholders.
Each Executive Director has a target and maximum variable pay level,
providing clear remuneration levels based on performance. The
quantum of total remuneration at ‘threshold’, ‘target’ and ‘out-
performance’ levels is set appropriately and proportionately to ensure
that the quantum of total remuneration at each level corresponds with
performance.
Payment of variable pay is also subject to maintaining robust risk and
compliance controls, reinforced by malus and clawback provisions, with
key ‘triggers’ as set out in the Directors’ Remuneration Policy. The
Committee also considers, prior to each year’s award, whether
discretion should be exercised to take into account wider performance
or other relevant factors.
Engagement with shareholders and the workforce
The Committee closely monitors shareholder guidance and feedback on
remuneration. Shareholder voting on AGM remuneration resolutions is
reviewed annually, and major shareholders are directly consulted each
year if they have indicated any disagreement with ICG’s remuneration
policy or practices. During annual engagement meetings, major
shareholders have the opportunity to provide feedback to the Board and
Remuneration Committee on ICG’s remuneration approach.
There are a number of existing channels of communication with
employees regarding ICG’s remuneration policies, including executive
remuneration and its alignment with wider company pay policy. Our
company-wide employee engagement survey, which during this financial
year was conducted in July, enables colleagues, on a confidential basis, to
provide feedback on a full range of employment issues. The NED
responsible for employee engagement also holds a number of formal and
informal sessions with employees during the year in individual and group
forums across various locations. During these sessions employees are
invited to provide feedback and comments on any issues of importance
to them, including remuneration policies.
The Committee also receives regular feedback on how employees
perceive the Group’s remuneration policies and practices, and how these
have influenced recruitment, retention and motivation of colleagues.
This information is used by the Committee in its monitoring and
development of remuneration policies.
Variable pay: a focus on long-term performance and leadership
Our remuneration approach encourages and reflects sustained, long-
term performance, which aligns our executives with the interests of our
shareholders. We make a single variable pay award each year to
Executive Directors, based on a balanced scorecard of key performance
indicators (KPIs) and funded from our capped Group variable pay pool
(the Annual Award Pool – ‘AAP’).
The AAP is funded from the cash profits which the Group realises from
its fund management business and its investments. It is capped at 30% of
realised profits, annualised over a five-year period. Furthermore, for
Executive Directors, at least 70% of the variable pay award is deferred
over five years into shares, with vesting in three equal tranches after the
third, fourth and fifth anniversaries of award.
Prior to setting targets for FY25, the Committee again completed a
review of the quantitative KPIs and refined the deliverables for the
qualitative KPIs to ensure both were appropriately stretching and linked
to strategic priorities. The KPIs were tested robustly and continue to be
fully aligned with shareholders’ goals and our Group’s Strategic
Objectives of growing AUM, investing selectively, and managing
portfolios to maximise value.
The KPIs reflect the Group’s long-term strategic goals and near-term
operational priorities against the backdrop of the Group’s continued
evolution and the excellent progress in scale and diversification, as well
as leadership on Culture, Inclusion and Sustainability. They also reflect
our position in the alternative investment industry as a leader in
sustainable, inclusive business practices.
Each Executive Director has a target variable pay level and a maximum
cap, the latter payable for outstanding performance only, relative to the
annual targets set in the context of the evolution of the firm and its
market environment. The Committee also liaises closely with both the
Audit and Risk Committees to ensure that risk and audit matters are
taken into account in determining the remuneration levels for the
Executive Directors.
90
ICG Annual Report & Accounts 2025
Remuneration Committee report continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Business performance and remuneration for FY25
Against the backdrop of a complex and dynamic economic landscape and
continuing geopolitical and economic uncertainty, we are proud that
business performance in the year ended 31 March 2025 continues to be
very strong. ICG raised a record $15.6bn annualised over three years in
new funds, following one of the highest fundraising years in the history
of the firm. The FMC (Fund Management Company) operating margin
was above 60%, an exceptional result given the investments the Group
continues to make in its platform as it delivers on its growth strategy.
Despite the pressures on deployment and exits across our industry, in
particular during the recent market, realised portfolio returns were 16%,
strengthening our relationship with clients and laying the foundation for
future fundraises.
We have a long-standing policy of awarding variable pay across the
workforce of not more than 30% of PICP (pre-incentive cash profits),
measured on a five-year rolling basis. The Committee determined that
£154.3m should be awarded to eligible employees under the AAP for the
year ended 31 March 2025, compared with £118.8m in the prior year.
This is the result of continued strong individual and corporate
performance and also takes into account an increase in bonus-eligible
staff of 7.7% year-on-year. Awards are made in the form of cash bonuses,
deferred ICG share awards and Deal Vintage Bonus (DVB) awards. DVB
awards are a long-term incentive rewarding certain investment staff,
excluding Executive Directors, for intra-year capital deployment.
The Committee has allocated 21.7% of PICP to the AAP on a five-year
cumulative rolling percentage basis, which is 8.3 percentage points
below the maximum 30% permitted under the Policy. This Policy
provides a focus on long-term performance and only takes account of
cash profits, thus aligning with shareholders’ interests fully. It also allows
us to even out some of the potential volatility in remuneration, where
appropriate, and this, as well as the use of our Business Growth Pool
(BGP) for new investment strategies, provides capacity to continue to
develop the business through market cycles.
In addition to the AAP, and in accordance with the Policy, the Committee
allocated £2.6m to the BGP to fund incentive awards during the year for
teams developing new investment strategies which have not yet
completed a first fundraise. These include our Life Sciences and Asia-
Pacific Infrastructure Equity strategies. This pool excludes Executive
Directors. This year’s BGP award compares with £8.7m awarded in the
prior year, reflecting the successful fund closes of several teams during
FY24 which, consequently, no longer form part of the BGP.
Executive Director variable remuneration for FY25
The total remuneration for the year for each Executive Director is shown
in the table on page 98.
The variable pay awards are indicative of the exceptional and sustained
performance across the Executive Director KPIs, as detailed
comprehensively in this Report. The targets and out-performance levels
for each KPI were established at a rigorous level, particularly within the
challenging fundraising and investment environment of FY25. The KPIs
were weighted with 65% on financial performance and 35% on non-
financial criteria.
The total variable remuneration awards for each Executive Director
reflect their strong performance against the financial and non-financial
KPIs that were set. The Committee applied some adjustments taking
account of individual contributions to the non-financial KPI outcomes.
As a result, awards for the CEO/CIO and CPEAO were less than the
formula-based calculations would have produced, whilst remaining
appropriate for their high level of performance. Consequently, the
Committee allocated total variable pay awards of £5,152,500,
£2,301,000, and £1,590,313 respectively to the CEO/CIO, CFO, and
CPEAO for FY25. These range between 86% and 96% of the maximum
variable pay.
Executive Director salaries for FY26
Following a comprehensive competitive review, the salaries for the CFO
and CPEAO have been adjusted from £600,000 to £625,000 and from
£500,000 to £515,000, respectively. These adjustments are consistent
with, or below, the average salary increases for the broader workforce.
The CEO/CIO’s salary has increased to £750,000 for FY26 in accordance
with the approved policy, as explained earlier in this introduction.
Board changes
Amy Schioldager stepped down from the Board on 16 July 2024 and
Sonia Baxendale joined the Board on 1 January 2025 as a member of
both the Risk and the Audit Committees. Full details of the Board Chair
and Non-Executive Director fee rates are included in the report.
NED and Board Chair fees
The Committee approved an increase to the Board Chair fee from
£400k to £425k from FY26 taking into consideration benchmarking data
of financial services companies with median market capitalisation
broadly in line with ICG.
The Board has undertaken a review of the fees associated with NED
roles. Following this evaluation, the Board has approved an increase in
the base fee for NEDs from £76,500 to £80,000, and an increase in the
committee participation fees from £14,000 to £17,000 from FY26. This
decision is based on a thorough analysis of benchmarking data relevant
to financial services companies comparable to ICG.
Total Shareholder Return (TSR)
ICG has continued to deliver exceptional TSR performance. For the ten
years to 31 March 2025, TSR was 503% versus 83% for the FTSE All
Share Index.
Conclusion
Our Policy provides a clear, simple and predictable remuneration model,
which helps drive and sustain the achievement of our corporate strategy
as well as a prudent approach to risk. The implementation of that Policy
in FY25 demonstrates a clear link to the performance of the Company,
and alignment to the interests of our shareholders.
I hope you will provide your support for the Directors’ Remuneration
Report for FY25. On behalf of the Remuneration Committee, I would like
to thank all of our shareholders for their continued support.
I would be pleased to respond to any shareholder questions about the
Committee’s work either at the AGM or otherwise.
Virginia Holmes
Chair of the Remuneration Committee
20 May 2025
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Remuneration Committee report continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
92
ICG Annual Report & Accounts 2025
Remuneration at a glance
Executive Remuneration Framework and Policy Summary for FY25
Profit Before Tax
£532m
(2024: £598m)
Assets under Management
$112bn
(2024: $98bn)
Ordinary Dividend per Share
83p
(2024: 77.5p)
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Business performance
Base Salary
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives
of the Group
Normally reviewed annually with any changes
generally applying from the start of the financial
year
In considering increases, the Committee assesses
the range of salary increases applying across the
Group, and local market levels
For FY25, the CEO’s salary was increased by
23% to £615,000 as outlined in the
introduction to this Report. The CPEAO’s
salary was increased by 6.95% to £500,000.
Both these increases were detailed in our
shareholder-approved policy. The CFO’s salary
remained unchanged.
Benefits
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives of the
Group
Benefits currently include life assurance, private
medical insurance and income protection
Provision and level of benefits are competitive
and appropriate in the context of the local market
There have been no changes to the Executive
Directors’ benefits provision this year
Pension
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives of the
Group
Executive Directors are entitled to a pension
allowance payable each month at the same time as
their salary
A pension allowance of no more than the level
available to the majority of the Group’s workforce
in the relevant location is provided
The Executive Directors’ pension allowances
have not changed this year and are set no
higher than the majority of the Group’s
workforce at 12.5% in the relevant location
Total variable
pay award
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives of the
Group
Rewards achievement of business KPIs, cash
profits and employing sound risk and business
management
The total variable pay award consists of the Cash
Bonus Award and ICG PLC Equity Award (see
below)
Maximum variable pay awards to Executive
Directors are £6m for the CEO/CIO, 4 x base
salary for the CFO and 3.5 x base salary for the
CPEAO
Variable pay awards for the CEO, CFO and
CPEAO were £5,152,500m, £2,301,000m and
£1,590,313m respectively. 80% of the CEO’s
award and 70% of the awards for the CFO and
CPEAO were deferred into shares, vesting
over five years
ICG PLC
Equity award
Aligns the interests of Executive Directors with
those of shareholders
At least 70% of an Executive Director’s total
variable pay award shall be delivered in ICG PLC
Equity Shares that normally vest by one third in
each of the third, fourth and fifth years following
the year of grant
See details above in relation to the overall annual
variable award
80% of the CEO’s variable pay award and 70%
of the CFO’s and CPEAO’s variable pay awards
were deferred into ICG PLC shares
Purpose and link to strategy Operation Maximum opportunity Outcomes for FY25
10-year Total Shareholder Returns
+503%
93
ICG Annual Report & Accounts 2025
Remuneration at a glance continued
Five-year AAP overview
We have a long-standing policy of awarding variable pay across the workforce of not more than 30% of PICP measured on a five-year cumulative rolling basis. The Committee has determined that £154.2m should be
awarded to eligible employees under the AAP for the year ended 31 March 2025, compared with £118.8m in the prior year. This brings the five year-rolling total to 21.7% of PICP, significantly below the 30% limit.
FY21 FY22 FY23 FY24 FY25 Cumulative
Percentage of PICP over five years rolling
23.6 24.4 22.6 22.6 21.7 21.7
Spend on incentives (£m)
87.2 115.9 109.9 118.8 154.3 586.0
Number of employees
470 525 582 637 686
FY25 Total remuneration (actual vs target) £k
KPI performance outcomes
Qualitative KPIs (% of max)
Quantitative KPIs
Grow AUM Invest Manage and Realise
Strategic alignment
Benoît Durteste
David Bicarregui
Antje Hensel-Roth
Fixed pay only
711
711
Target
4,311
711 720 2,880
Maximum
6,711
711 1,200 4,800
Award
711 1,031 4,122
5,864
Fixed pay only
706
Target
Maximum
Award
706
360
720
690
840
1,680
1,611
1,906
3,106
3,007
Fixed pay only
584
Target
584
Maximum
584
Award
584
584
263
525
477
613
1,225
1,113
1,459
2,334
2,174
Fixed pay Cash Bonus Award ICG PLC Equity
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Link to strategic
objective Threshold On-target
Out-
performance
FY25
Outcome
Fundraising (three-year annualised)
$9.5bn $10.8bn $11.8bn $15.6bn
Realised Portfolio Returns
5% 7% 9% 16.0%
FMC Operating Margin
47% 49% 52% 60.2%
Net Gearing
N/A <0.75x 0.25x
0% 25% 75% 100%
706
706
706
Link to strategic
objective
FY25
Outcome
Strategic Development
85%
Culture, Inclusion and Sustainability
90%
Operating Platform & Risk Management
90%
Executive Director performance and KPIs
At the outset of FY25, the Committee set stretching targets across all KPIs, commensurate with the continued growth and success of ICG. Market conditions continue to be challenging across both fundraising and dealmaking
and results amongst the competitor group of listed and unlisted peers have been mixed as a result. Against this backdrop, ICG has had another excellent year relative to market expectations and relative to many peers –
solidifying further its position as a leader in fundraising and deal excellence as well as running a disciplined platform with high margins. Stretch targets for the financial KPIs have been exceeded and performance against
quantitative KPIs, which we note are set to be both challenging and measurable, has been equally strong.
Financial KPIs:
1. Fundraising (three-year annualised) 2. Realised Portfolio Returns
How performance is measured
Given the accelerated guidance given to the market in
2022 of US$40bn over three years with a minimum of
US$7bn in any given year, increased Fundraising KPIs
were in place over the past two financial years, with a
reduction in FY25 due to FY22, which was an exceptional
fundraising year, rolling off the three-year annualised
target:
– The threshold target was annualised $12.4bn in FY23
and $12.3bn in FY24 to $9.5bn in FY25;
– The on-target was annualised $13.2bn in FY23 and
$13.1bn in FY24 to $10.8bn in FY25; and
– The out-performance target was annualised $14bn in
FY23 and FY24 to $11.8bn in FY25.
Commentary
ICG has exceeded significantly its annualised target of
$11.8bn, reaching a record $15.6bn annualised over
three years and $23.7bn intra-year.
This exceptional performance was achieved despite the
persistently challenging fundraising environment in
Europe.
ICG’s flagship strategies have excelled in fundraising. The
fifth vintage of our direct lending strategy, Senior Debt
Partners (SDP), has closed at $17bn, surpassing the initial
target by more than $5bn.
The firm also closed its fifth GP-led secondaries fund, ICG
Strategic Equity Fund V (ICGSE V), with $11bn in capital
commitments, exceeding its $6bn target and more than
doubling its predecessor, ICGSE IV, which closed at
$5.3bn in 2022. It is now the largest fund of its nature
globally.
ICG Europe Mid-Market Fund II (MMF II) received
€3.0bn in commitments, significantly oversubscribed at
its increased hard cap, compared to €1.0bn for MMF I in
2019.
How performance is measured
Realised Portfolio Returns measure the realised
weighted investment returns in aggregate relative to the
weighted average performance hurdle, which differs
depending on the underlying investment strategy. As
there is no recognised benchmark for the full suite of
ICG’s investment strategies, the Committee has opted
for this measure as a clear expression of performance
relative to the targets we agree with our clients for each
investment strategy.
Despite the challenging market context this year, the
Committee maintained last year’s levels for threshold,
target and out-performance for FY25.
Commentary
Investment performance, which forms the basis of future
fundraising, growth of fee income and therefore FMC
profitability, continues to be very competitive. Realised
Portfolio Returns reached 16.0%, a decrease from 19.9%
last year, attributable to volatile market conditions.
Although these results are lower than those of the
previous year, they represent very significant
outperformance and underscore ICG's capability to
achieve strong relative and absolute performance under
challenging conditions.
The increasingly critical DPI measure of fund
distributions vs. invested capital, all our relevant funds
are in the top decile relative to peers for our LPs. Against
the backdrop of peers struggling with exits and
transaction volumes, this has continued to materially
enhance ICG’s reputation for delivering for our clients,
laying the ground for strong fundraising in the future.
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ICG Annual Report & Accounts 2025
Annual report on remuneration
Strategic objective:
Targets and outcomes 2025:
Out-
Threshold On-target performance Outcome
$9.5bn $10.8bn $11.8bn $15.6bn
Award weighting:
CEO CFO CPEAO
weighting weighting weighting
27.5% 22.5% 27.5%
Grow AUM Invest selectively Manage portfolios to maximise value
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Strategic objective:
Targets and outcomes 2025:
Out-
Threshold On-target performance Outcome
5% 7% 9% 16.0%
Award weighting:
CEO CFO CPEAO
weighting weighting weighting
15% 10% 10%
Executive Director performance and KPIs continued
Financial KPIs: Non-Financial KPIs:
3. Operating Margin
How performance is measured
The Committee increased the FY25 FMC Operating
Margin KPI thresholds as follows:
– Threshold increased from 45% to 47%;
– On-target increased from 47% to 49%; and
– Out-performance increased from 51% to 52%.
Commentary
We consider these to be highly stretching, both relative
to the wider UK market and our global competitors with
a similar asset and fee base as well as given the continued
need to invest in what is a high-growth business. Based
on strong fundraising, significant revenue growth,
including through performances fees, and a disciplined
approach to cost management, the outperformance
target was significantly exceeded with an FMC operating
margin of 60.2%.
4. Net Gearing
How performance is measured and performance
achieved this year
The Committee has retained this KPI at <0.75x for FY25.
Net gearing as at the end of the fiscal year was 0.25x,
demonstrating prudent balance sheet management.
5. Strategic Development
How performance is measured
Key elements of ICG’s strategic evolution as a market-
leading alternative investment firm include the
refinement of our positioning through selective
diversification and growth; enhancing our presence in
key geographies and distribution channels; and
furthering our bench strength capabilities across all areas
of the firm. This year, the Committee has set an
additional focus on managing deteriorating market
conditions and future-proofing fundraising capabilities.
Commentary
Business Resilience
In continuously challenging markets, ICG has excelled in
fundraising, consistently meeting, even exceeding hard
caps and shareholder guidance. Our investment
performance, ability to retain, develop and attract top
talent, and operational resilience have all contributed to
a clear acceleration year, sending a strong signal to
markets, LPs, and competitors.
Focus on Excellence in Key Areas
All three flagship strategies have significantly
outperformed their fundraising targets. Ancillary
strategies, with fees on committed capital, including
European Mid-Market and Infrastructure Europe, have
achieved similarly strong results. As an integral
component of our broader strategic initiatives, we have
successfully launched a new private equity evergreen
fund (CPE). Newer strategies have shown exceptional
strength in a difficult market, excelling in both
fundraising as well as deployment, thereby laying the
foundations for continued growth across a well-
diversified, resilient product base.
The new leadership of our Client Solutions Group (CSG)
is embedding, with a significant drive to expand in the
critical North American market, further enhance our
presence in EMEA and Asia-Pacific, and to differentiate
globally. Our presence in the wealth market continues to
grow, resulting in $1.9bn being raised within the channel
(+24% vs. FY24). The CSG Wealth team in the US and
Switzerland has been bolstered with key hires, as have
generalist fundraising and client relations teams across
geographies and dedicated asset classes.
Bench Strength
Bench strength continues to be a critical component of
strategic planning. Succession planning has continued to
make headway, with significant progress made on
external hires who are settling well into their new roles,
as well as, increasingly, internal step-up candidates
coming into their own and assuming broader roles.
Enhanced strategic succession planning processes have
been successfully implemented. The female investment
pipeline has been strengthened, with female hires up to
Manager level more than doubling to 54% compared to
25% in FY24.
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Annual report on remuneration continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Grow AUM Invest selectively Manage portfolios to maximise value
Strategic objective:
Targets and outcomes 2025:
Out-
Threshold On-target performance Outcome
47% 49% 52% 60.2%
Award weighting:
CEO CFO CPEAO
weighting weighting weighting
20% 27.5% 25%
Strategic objective:
Targets and outcomes 2025:
Out-
Threshold On-target performance Outcome
– <0.75x – 0.25x
Award weighting:
CEO CFO CPEAO
weighting weighting weighting
2.5% 5% 2.5%
Strategic objective:
Outcomes 2025:
Outcome
85%
0% 25% 75% 100%
Award weighting:
CEO CFO CPEAO
weighting weighting weighting
12.5% 12.5% 12.5%
Executive Director performance and KPIs continued
Non-Financial KPIs:
6. Culture, Inclusion and Sustainability
How performance is measured
ICG's culture, inclusive environment, and commitment to
sustainability continue to serve as the foundational
pillars of our success. The Committee has established
several objectives across Culture, Inclusion and
Sustainability with progress assessed on an annual basis.
Commentary
Inclusion & Culture
As part of our UK Women in Finance pledge, we continue
to exceed 30% women in UK senior management by
2027, reporting 36% in 2025. Additionally, we have met
40% women on our Board, as reported to FTSE Women
Leaders. We have exceeded 10% ethnic minority
representation in global senior management, adjusted to
align with the UK Parker Review's revised approach for
those located in the UK, by December 2027, reporting
14% in 2025. Additionally, in early 2025, we met the UK
Parker Review aims of having at least one ethnic minority
on the board.
We continue to focus on selective hiring, with female
new hires increasing globally from 39% to 45%, and 42%
of our new hires in the UK identifying as coming from an
ethnic minority background.
We have continued to drive employee engagement
through all channels, with engagement survey
participation rates increasing from 74% to 79%, and a
reported score of 7.2/10. We were pleased to be named
Britain’s most admired financial services company, voted
for by our peers and financial analysts. ICG has been
ranked by Honordex among the top two private equity
firms for Inclusion globally for three consecutive years,
placing second in March 2025 and first in March 2024
and March 2023.
Promotion outcomes for women and ethnic minority
staff have continued to be balanced, despite deliberately
not having formal targets in place; this reflects the quality
of and support given to these groups as part of our wider
culture.
Please refer to our People pages for detailed metrics and
commentary.
Sustainability
Continued progress has been made cementing ICG’s
position as a Sustainability leader, and we were delighted
to further expand and strengthen the team under
excellent leadership.
Progress towards Science-based Targets:
As at 31 March 2025, ICG has engaged 100% of Relevant
Investments across five investment strategies,
representing nearly $9.5bn of invested capital. 77.3% of
Relevant Investments by invested capital have set SBTi-
validated targets or have submitted their targets for
validation, exceeding our interim target of 50% by 2026.
For more details on our climate-related targets, please
see 59.
Thought leadership:
ICG maintained its leadership role in industry initiatives
including the global Steering Committee of the iCI and
the Private Debt Advisory Committee to the PRI. We
received sustainability leadership awards for individual
team members as well as the firm.
Transparency and disclosures:
ICG has retained top ratings by third-party agencies and
frameworks. It maintained its MSCI industry leader
rating of AAA; CDP Climate Change Leadership score of
A-; FTSE4Good Index membership for the 7th
consecutive year; and signatory status to the UK
Stewardship Code. ICG’s approach to sustainability
reporting follows best-in-class guidance, with a focus on
regulatory compliance as well as decision-useful
information for our clients.
Investments and financing:
ICG’s bespoke materiality tool has been embedded into
the firm’s Pre-Investment Sustainability Assessment.
This enables investment teams to focus on the most
material sustainability factors for a given company,
identifying and mitigating potential risks as well as
opportunities for value preservation and enhancement,
in partnership with the Sustainability team.
Charity
ICG’s focus on improving access to the alternative
investment industry for under-represented groups
continues to be reflected in its charity programme.
The Committee was especially pleased to see this focus
continue in FY25, and charity programme having evolved
into a key pillar of employee engagement, run both top-
down and bottom-up. In total, ICG donated over £2.9m
globally in the year.
This included our first commitments under four new
three-year partnerships to deploy £4m on strategic
initiatives to tackle social mobility in the UK, Europe and
North America, as well as our first partnership in Poland
recognising our large and engaged workforce there.
14,300 young people have benefited directly from our
efforts and we have published our second Impact Report
in March 2025, showing excellent progress in the
difference we are making.
In addition, through its #MillionMeals initiative which
was renewed for a third year, ICG donated over £600k to
provide over 1.1 million free meals to individuals and
families in need in the UK, continental Europe, the US and
Asia-Pacific. Our charity initiatives have been supported
by over 250 staff volunteers (+16% vs. FY24) who gave
their time.
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Annual report on remuneration continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Grow AUM Invest selectively Manage portfolios to maximise value
Strategic objective:
Outcomes 2025:
Outcome
90%
0% 25% 75% 100%
Award weighting:
CEO CFO CPEAO
weighting weighting weighting
12.5% 12.5% 12.5%
Executive Director performance and KPIs continued Executive Director remuneration
Non - Financial KPIs:
How performance is measured
One of the critical performance indicators for our
successful growth is continuously refining our operating
platform as a driver for scale and excellence while
ensuring that we maintain very high standards for our
risk management and control environment.
Commentary
Efficiency and Scalability
To future-proof and scale its operational infrastructure
efficiently, ICG has built up its hub in India through an
outsourcing partnership as well as strategic in-house
teams in Warsaw. This has significantly enhanced
efficiency in Finance and Operations, as well as increased
output for data, analytics and reporting. In parallel,
upskilling across corporate functions continues to
progress rapidly.
Overall, complexity is being reduced and processes
simplified across fund accounting, legal and operational
client services. Technology has notably improved
through transformation in Finance as well as Operations,
Risk, Compliance and Legal.
Risk Management
The control functions have continued to evolve in
alignment with the firm's growth, while simultaneously
reducing complexity and enhancing efficiencies. The new
Governance, Risk, and Compliance (GRC) system has
now been operational for a complete financial year.
Second and third line processes are currently functioning
within the Resolver environment, with additional
processes being integrated as the Internal Control
Framework (ICF) evolves. Risk and Control Self-
Assessments (RCSAs) are fully operational, and the
annual refresh has recently been completed.
No significant control breakdowns were identified by
Risk, Compliance, or Internal Audit during FY25.
In considering the awards to be made to the Executive
Directors, the Committee took into account overall
performance as a leadership team as well as their
individual contributions to the overall performance in
relation to the quantitative and qualitative objectives.
Having considered his delivery across the range of KPIs,
the Committee made a total variable pay award to Benoît
Durteste of £5,152,500 , comprising an annual Cash
Bonus Award of £1,030,500 and a deferred PLC Equity
Award of £4,122,000 reflecting his performance relative
to the KPIs and targets set in his dual role as CEO and
CIO of the Group.
For David Bicarregui, the Committee made a total
variable pay award of £2,301,000. This comprises an
annual Cash Bonus Award of £690,300 and a deferred
PLC Equity Award of £1,610,700.
For Antje Hensel-Roth, the Committee made a total
variable pay award of £1,590,313, comprising an annual
Cash Bonus Award of £477,094 and a deferred PLC
Equity Award of £1,113,219 .
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Annual report on remuneration continued
Strategic objective:
Outcomes 2025:
Outcome
90%
0% 25% 75% 100%
Award weighting:
CEO CFO CPEAO
weighting weighting weighting
10% 10% 10%
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Grow AUM Invest selectively Manage portfolios to maximise value
7. Operating Platform and Risk Management
Single total figure of remuneration table (audited)
The following table shows a single total figure of remuneration in respect of qualifying services for the financial year ended 31 March 2025 for each Executive Director who served during the year, together with comparative
figures for the previous financial year:
Executive Directors
Salaries
£000
Benefits
2
£000
Pension allowance
£000
Fixed
remuneration
£000
Short-term
incentives,
available
as cash
3
£000
Total
emoluments
£000
Short-term
incentives,
deferred
4
£000
Total variable
remuneration
£000
Total
remuneration
£000
Long-term
Incentives
5
vested
from prior years
(legacy awards)
£000
Single total
figure of
remuneration
£000
Benoît Durteste
2025
615.0 27.4 68.8 711.2 1,030.5 1,741.7 4,122.0 5,152.5 5,863.7 24.5 5,888.2
2024
500.0 16.1 56.1 572.2 1,171.2 1,743.4 4,684.8 5,856.0 6,428.2 180.3 6,608.5
David Bicarregui
2025
600.0 39.2 67.1 706.4 690.3 1,396.7 1,610.7 2,301.0 3,007.4 0.0 3,007.4
2024
1
417.7 11.5 46.7 475.9 488.2 964.1 1,139.1 1,627.3 2,103.3 0.0 2,103.3
Antje Hensel-Roth
2025
500.0 27.5 56.1 583.6 477.1 1,060.7 1,113.2 1,590.3 2,173.9 0.0 2,173.9
2024
467.5 18.5 52.6 538.6 479.1 1,017.7 1,117.9 1,597.0 2,135.6 0.0 2,135.6
See page 101 for details of payments to NEDs.
1. The variable compensation reported for the CFO for FY24 is for the period of the FY24 performance year subsequent to the CFO’s election to the Board at the July 2023 AGM. The variable compensation earned for the period prior to election was earned on the same
basis and same deferral arrangements as a Board Director.
2. Each Executive Director’s benefits include medical insurance, life insurance, income protection and other taxable benefits and expenses for the year ended 31 March 2025.
3. This represents the Cash Bonus Award element of the variable remuneration.
4. This represents the ICG PLC Equity Awards made for the year ended 31 March 2025 and deferred over five years vesting in years three, four and five following award.
5. The long-term incentive amounts are legacy award payments received during the year in respect of Deal Vintage Bonus and shadow carry. These awards were made in prior years and are no longer available to Executive Directors. FY12, FY14, FY16 and FY17 Deal
Vintage Bonus awards were distributed in FY25.
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Performance graph of Total Shareholder Return (ten years)
The graph below shows a comparison between the Group’s total shareholder return (TSR) performance and
the TSR for the FTSE All Share index. The graph compares the value at 31 March 2015 of £100 invested in
Intermediate Capital Group plc with the FTSE All Share Index over the subsequent ten years. This index has
been chosen to give a comparison with the average returns that shareholders could have received by investing
in a range of other UK-listed companies. The TSR for the Company during this period has been 503%,
compared to 83% for the Index.
Total shareholder return
Total remuneration of the Chief Executive Officer
The table below details the total remuneration of the CEO for the past ten years. The amounts are presented
on the basis of the Single Total Figure of Remuneration Table (see page 98) and include some deferred
compensation awarded in previous years but reported in the year received.
CEO
Financial year
Total
remuneration
(£000)
Percentage of maximum
opportunity of short-term
incentives awarded
Percentage of maximum
opportunity of long-term
incentives awarded
1. Benoît Durteste
2025
5,888 85.9% N/A
2024
6,608 97.6% N/A
2023
7,268 97.5% N/A
2022
7,851 98.0% N/A
2021
7,530 95.0% N/A
2020
5,886 84.0% N/A
2019
9,526 87.0% N/A
2018
1
3,412 77.0% N/A
2. Christophe Evain
2018
1
183 0 N/A
2017
6,888 102.0% 160.0%
2016
4,295 76.0% 98.0%
1. The amounts above have been pro-rated to reflect the transition of the CEO role from Christophe Evain to Benoît Durteste on
25 July 2017.
A comparison of the change of pay of the CEO and the other Directors to that of all employees of the Group is
shown on page 100.
Relative importance of spend on pay
The table below illustrates the relative importance of spend on pay compared with other disbursements from
profit (namely distributions to shareholders) for the financial year under review and the previous financial year.
Year ended
31 March 2024
Year ended
31 March 2025
Percentage
change
Ordinary dividend paid (£m)
223.4 228.9 2.5%
Permanent headcount at year end
637 686 7.7%
Employee costs (£m)
294.3 297.4 1.1%
Directors’ interests in shares (audited)
The Directors and their connected persons held the following interests in shares of the Company:
As at 31 March 2025
Directors
Shares held
outright as at
31 March 2024
Shares held
outright as at
31 March 2025
Unvested ICG PLC
Equity Award/
DSA
Unvested or
unexercised SAYE
options
Shareholding
requirement
met?
Benoît Durteste
1,569,416 1,663,688 1,260,962 Nil Yes
David Bicarregui
12,500 12,500 73,368 Nil Build-up period
Antje Hensel-Roth
9,826 17,067 236,995 1,719 Yes
William Rucker
7,000 7,000 N/A N/A N/A
Sonia Baxendale
N/A 0 N/A N/A N/A
Virginia Holmes
10,000 10,000 N/A N/A N/A
Rosemary Leith
1,705 1,705 N/A N/A N/A
Matthew Lester
4,863 4,863 N/A N/A N/A
Amy Schioldager
30,000 30,000 N/A N/A N/A
Andrew Sykes
20,000 20,000 N/A N/A N/A
Stephen Welton
60,000 60,000 N/A N/A N/A
Under the Directors’ Remuneration policy, the CEO is required to hold shares amounting to 300% of his annual
salary and the other Executive Directors are each required to hold shares amounting to 200% of their annual
salary, at the share price prevailing on 31 March 2025 with a build-up period for new Executive Directors.
David Bicarregui is still within this build-up period. There are no set shareholding requirements for NEDs,
although all are encouraged to purchase a holding to align themselves with shareholders.
As at 21 May 2025, there were no changes in the Directors’ share interests from the figures set out in the tables
above.
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+700
+600
+500
+400
+300
+200
+100
–
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
l ICG l FTSE A/SA
+503%
+83%
Total pension entitlements (audited)
No Executive Director had a prospective entitlement to a defined benefit pension by reason of qualifying
services.
Executive Directors’ co-investment in third-party funds
Fund investors expect the CEO/CIO to co-invest in funds to demonstrate his alignment, and as such he has
made significant personal commitments from his own resources to 42 of the Group’s closed-end strategies. At
times, other Executive Directors may also make co-investments from their own resources to demonstrate
alignment.
Carried interest on third-party funds
Certain professionals (including the Executive Directors) are expected to invest in carried interest
arrangements under which a portion of the carried interest in respect of certain managed funds is available for
allocation to those providing services to the funds. Individuals who participate in such arrangements pay full
market value for the interests at the time of acquisition. Carried interest on third-party funds is an investment
required by third-party fund clients to drive alignment and is not remuneration for services provided to the
Group.
The current standard framework with third-party fund investors, which reflects industry standards in the UK
and globally, meant that Executive Director carried interest commitments in the year ended 31 March 2025
have ranged between 0% and 15% per relevant fund. Further details of the funds managed by the Group
(including an indication of those funds which have carried interest arrangements required by fund investors)
can be found in the Data pack .
Scheme interests awarded during the financial year (audited)
The following table provides the details of scheme interests awarded to the Executive Directors during the
year ended 31 March 2025:
Director
Award Award date
Face value
at grant
(£000)
Number of
shares awarded
Benoît Durteste
ICG PLC Equity Awards 28 May 2024 4,684,8 202,734
David Bicarregui
ICG PLC Equity Awards 28 May 2024 1,636.3 70,811
Antje Hensel-Roth
ICG PLC Equity Awards 28 May 2024 1,117.9 48,376
On 28 May 2024, ICG PLC Equity awards were granted to Executive Directors who had served in the year
ended 31 March 2024 in relation to their performance in that year. 80% of the variable pay awarded to Benoît
Durteste and 70% of the variable pay awarded to Antje Hensel-Roth and David Bicarregui in respect of that
year was granted in the form of ICG PLC Equity. Awards vest in tranches of one-third at the end of the third,
fourth and fifth years following the year of grant. As awards are made on the basis of PICP generated and
performance achieved, there are no further performance conditions. The share price on the date of award of
ICG PLC Equity Awards was £22.94. This was the middle market quotation for the five dealing days prior to
28May 2024.
CEO pay ratio
The table below compares the CEO’s single total remuneration figure for FY25 to the remuneration of the
Group’s UK workforce as at 31 March 2025.
Director
Method
25th percentile
pay ratio Median pay ratio
75th percentile
pay ratio
2025
Option A 40:1 26:1 15:1
2024
Option A 48:1 29:1 18:1
2023
Option A 56:1 34:1 20:1
2022
Option A 66:1 42:1 21:1
2021
Option A 74:1 46:1 24:1
2020
Option A 58:1 37:1 18:1
Our ratio is lower than many FTSE companies due to a consistent remuneration approach. The median pay
ratio has decreased from 29:1 to 26:1.
Consistent with our calculation methodology in prior years, employee pay is calculated on the basis of the CEO
single figure, which is ‘Option A’ under the reporting requirements. Of the three possible methodologies which
companies can adopt (Options A, B or C) we have chosen Option A which we consider the most robust. Option
A requires the Group to calculate the pay and benefits of all its UK employees for the relevant financial year in
order to identify the total remuneration at the 25th percentile, at the median and at the 75th percentile.
Employee pay data are based on full-time equivalent pay for UK employees as at 31 March 2025, in line with
the CEO single figure methodology. In calculating these ratios, we have annualised any part-time employees or
new joiners to a full-time equivalent (where relevant).
Director
Employee at 25th
percentile Median Employee
Employee at 75th
percentile
Salary (£)
90,000 120,000 175,000
Total pay and benefits (£)
148,894 229,480 396,782
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Percentage change in remuneration of Directors
The table below details how changes to the pay compare with the change in the average pay across all employees of the Group. Each figure is a percentage change of the values between the previous financial year and the
financial year under review. The total permanent workforce has been selected as the comparator for salaries and fees and short-term incentives. The comparison of the increase in taxable benefits has been made for UK
permanent employees only as their remuneration packages are most directly comparable to that of the Chief Executive.
Percentage change
FY21 FY22 FY23 FY24 FY25
Salaries/
fees
Taxable
benefits
Short-term
incentives
Salaries/
fees
Taxable
benefits
Short-term
incentives
Salaries/
fees
Taxable
benefits
1
Short-term
incentives
Salaries/
fees
1
Taxable
benefits
3
Short-term
incentives
4
Salaries/
fees
1
Taxable
benefits
3
Short-term
incentives
4
Benoît Durteste
0% 1.7% 22.9% 0.0% -9.5% 3.2% 4.1% 20.4% -0.5% 22.0% 0.5% 0.1% 23.0% 73.4% -12.0%
David Bicarregui
2
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 43.6% 278.2% 41.4%
Antje Hensel-Roth
N/A N/A N/A 0.0% 26.7% 22.7% 4.0% 6.3% 5.6% 5.8% 0.8% 12.1% 7.0% -1.7% -0.4%
William Rucker
N/A N/A N/A N/A N/A N/A N/A N/A N/A 486.9% N/A N/A 6.67% N/A N/A
Andrew Sykes
0% N/A N/A 0.0% N/A N/A 119.6% N/A N/A -58.7% N/A N/A 16.5% N/A N/A
Sonia Baxendale
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Virginia Holmes
0% N/A N/A 4.1% N/A N/A 5.9% N/A N/A 0% N/A N/A 0% N/A N/A
Rosemary Leith
N/A N/A N/A N/A N/A N/A 12.7% N/A N/A 18.1% N/A N/A 0% N/A N/A
Matthew Lester
N/A N/A N/A N/A N/A N/A 15.2% N/A N/A 3.4% N/A N/A 0% N/A N/A
Amy Schioldager
0% N/A N/A 0.0% N/A N/A 2.8% N/A N/A 0% N/A N/A -7.4% N/A N/A
Stephen Welton
0% N/A N/A 0.0% N/A N/A 1.9% N/A N/A 0% N/A N/A 0.0% N/A N/A
All employees
1.6% 27.4% 4.1% 4.3% 5.6% 18.8% 6.5% 12.5% 3.9% 4.5% -1.2% -5% 4.5% 4.0% 7.9%
1. The year-on-year changes in fees for the NEDs reflects the movements in roles, in addition to any increase in underlying fee rates. and pro-rations for joiners/leavers during the financial year. Further details can be found in the Fees paid to NEDs table below.
2. The compensation reported for the CFO for FY24 is for the period of the FY24 performance year subsequent to the CFO’s election to the Board at the July 2023 AGM.
3. Excludes taxable business expenses for the Directors and all employees.
Fees paid to NEDs (audited)
In the financial year under review, NEDs’ fees were as shown below. The NEDs did not receive any other remuneration:
Non Executive Directors
Date appointed
Annual NED Base Fee
£000
Annual
Committee Chair fees
£000
Annual Senior
Independent Director fee
£000
Annual Audit
Committee Fee
£000
Annual Remuneration
Committee Fee
£000
Annual Risk
Committee Fee
£000
Actual total fees for year
ended 2024
£000
1
Actual total fees for year
ended 2025
£000
1
William Rucker
2
January 2023 400.0 375.0 400.0
Andrew Sykes
March 2018 76.5 ‘20.5
3
20.0 14.0 14.0 120.0 139.8
Sonia Baxendale
4
January 2025 76.5 14.0 14.0 0.0 26.1
Virginia Holmes
March 2017 76.5 30.0 14.0 120.5 120.5
Rosemary Leith
February 2021 76.5 30.0 14.0 14.0 134.5 134.5
Matthew Lester
April 2021 76.5 30.0 14.0 120.5 120.5
Amy Schioldager
5
January 2018 76.5 ‘20.5
6
14.0 14.0 125.0 37.0
Stephen Welton
September 2017 76.5 14.0 90.5 90.5
1. Total fees earned during the year, pro-rated based on start/leave date.
2. The Board Chair does not receive a fee in respect of his membership of the Remuneration Committee.
3. This fee relates to Andrew Sykes’ role as Board Director of Employee Engagement from 17 July 2024.
4. Total fees for Sonia Baxendale based on start date of 1 January 2025.
5. Total fees for Amy Schioldager to the date she stepped down from the Board 16 July 2024.
6. This fee relates to Amy Schioldager’s’ role as Board Director for Employee Engagement to 16 July 2024.
7. For the year ended 31 March 2025, there were £16,497 of taxable expenses paid to the NEDs.
8. NEDs do not have contracts of service and are not eligible to join the designated Group pension plan or receive payment for loss of office. All NEDs have a three-month notice period, are re-elected annually and were last re-elected in July 2024.
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Benchmarking
Remuneration awards are benchmarked against the following peers in the major jurisdictions where the Group
operates:
– Listed and unlisted alternative asset managers;
– Listed and unlisted asset managers;
– Investment banks;
– Listed financial services companies;
– Other organisations as appropriate for the individual role.
The Group carries out an extensive annual exercise to benchmark proposed salaries, bonuses and deferred
awards for all employees globally.
Our Executive Directors are benchmarked against equivalent individuals at a range of relevant public and
private companies globally. While it is very challenging to obtain data on many private companies, we are able
to gain insight into this area by commissioning bespoke research by leading external compensation and
recruitment consultants and other independent providers of compensation data.
Due to the unique nature of the Group’s business as a UK-listed alternative asset manager, which competes for
talent against other alternative asset managers which are not listed in the UK or indeed at all, it is imperative to
obtain a wide range of benchmark data.
Hence, while we do consider other UK-listed financial services companies in our benchmarking, they can be a
less relevant comparator.
Gender pay
We are required by law to publish data on the following:
– Gender pay gap (mean and median);
– Gender bonus gap (mean and median);
– Proportion of men and women in each quartile of the Group’s pay structure;
– Proportion of men and women receiving bonuses.
The gender pay gap is a UK comparison across the pay of all men and all women regardless of their level or role.
This is different from an equal pay gap, an individual measure comparing the pay of a man and a woman in the
same or a similar role. The pay gap has decreased, and the bonus gap has increased marginally during the
financial year. The mean pay gap is now 29.6% and the mean bonus gap is 73.2%.
There has been a change in distribution of males and females across the Group, however, given our relatively
small headcount, small year-on-year changes in headcount at senior levels can have a significant impact on our
gender pay gap.
We note that the vast majority of high-paying awards are highly deferred in the form of DSA, PLC Equity
Awards and especially DVB. Therefore, our year-on-year gender pay and bonus gap comparison can change
significantly as a function of long-term incentives granted several years ago and only being paid out now. As a
result, while the underlying make-up of the firm continues to evolve towards greater balance, this is not
necessarily reflected in the gender pay gap.
2021 2022 2023 2024 2025
Mean pay gap 30.9% 35.7% 34.4% 30.3% 29.6%
Mean bonus gap 68.8% 77.2% 74.3% 70.2% 73.2%
The Group is pleased with the overall progress made and remains committed to addressing our gender balance
with a number of initiatives which are now well established. It continues to increase talent diversity and foster a
culture of inclusivity:
– ICG was delighted to be ranked #2 globally by Equality Group’s Honordex Inclusive PE and VC Index 2025
(#1 globally in 2024 & 2023). In addition, ICG was named Britain’s most admired financial services company,
voted for by our peers and financial analysts.
– In 2018, the Group was one of the first of its peers to commit to the Women in Finance Charter with a goal of
having 30% of senior roles in the UK filled by women. We have reached and continue to exceed this target for
multiple consecutive years and are pleased to report that 36% of our UK senior roles are currently filled by
women.
– Development: supporting individuals in their career progression through extensive mentoring and training;
as well as holding managers accountable for the development and progression of their teams through
dedicated KPIs.
– We have recently recruited a new Culture, Inclusion and Engagement Director to drive continued progress
on our strategic agenda.
– Retention: creating a culture of inclusion driven from both the top-down and the bottom-up, through formal
initiatives and informal networks; continuously developing our market-leading offering in terms of family
building and care benefits, mental and physical wellbeing; as well as career sustainability.
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Payments made to past directors (audited)
The following payments (in excess of £500), in respect of DVB awards made while they were Executive
Directors, were made in the financial year ended 31 March 2025 to former directors. These are deferred
awards for performance in previous years and were retained on leaving service.
Employee
£
Philip Keller
16,041
Christophe Evain
18,188
Statement of implementation of Remuneration Policy in following financial year
The NEDs’ fees have been benchmarked against comparable companies of similar size and nature. The Board
Chair's fee has been increased to £425,000 with effect from 1 April 2025, which takes account of market
benchmarks for companies of ICG's size and scope. The NED base fee, along with the Committee participation
fees, have been increased to £80,000 and £17,000 respectively. These adjustments aim to better align with the
prevailing market standards within the financial services sector.
The salaries for the Executive Directors and fees for the NEDs for the coming year are set out below.
Annual salaries and fees £000
Role
Year ended
31 March 2025
Year ended
31 March 2026
CEO
615.0 750.0
CFO
600.0 625.0
CPEAO
500.0 515.0
Board Chair
400.0 425.0
Non-Executive Director base fee (other than Board Chair)
76.5 80.0
Senior Independent Director
20.0 20.0
Remuneration Committee Chair
30.0 30.0
Audit Committee Chair
30.0 30.0
Risk Committee Chair
30.0 30.0
Member of the Audit, Risk or Remuneration Committees
14.0 17.0
Board Director for Employee Engagement
20.5 20.5
Committee composition is set out on page 67 and in the relevant Committee reports on pages 79 to 88.
For the coming year, the AAP will continue to be calculated as described in the Directors’ Remuneration Policy.
All incentives for qualifying services payable to Executive Directors and other employees of the Group will be
funded out of the AAP. The Executive Directors’ annual bonus and other incentives will be guided by their
achievement of specific objectives.
The Executive Directors’ annual variable pay awards will be based on a scorecard of KPIs, with an expected
weighting of at least 65% on financial KPIs as for FY25. These KPIs take account of the key business priorities
including, for example: fundraising, realised returns on investments and profitability. Part of the variable pay
award will be based on strategic and operational KPIs, such as strategic development, Culture, Inclusion and
Sustainability.
Statement of voting at Annual General Meeting
The table below sets out the votes cast on the Directors’ Remuneration Report at the 2024 Annual General
Meeting, as well as the votes pertaining to the Directors' Remuneration Policy at the preceding Annual General
Meeting in 2023.
Votes for Votes against Abstentions
Directors’ Remuneration Report
97.19% 2.81% 14,159
Remuneration Policy
90.06% 9.94% 15,903
Payments for loss of office (audited)
There were no payments for loss of office during FY25.
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Governance of remuneration
Committee roles and responsibilities
The role of the Committee is to support the Board in developing and implementing the remuneration policy, ensuring alignment with shareholders
and company strategy, identifying and managing risk, complying with regulations, and promoting good conduct.
Remuneration policy
Continuous assessment of the effectiveness of the Group’s
remuneration policy
Consideration of shareholder and representative shareholder bodies’
feedback
Consideration of business requirements and competitive landscape
Key performance indicators
Setting of KPIs for the Executive Directors
Monitoring performance against those KPIs
Governance, stakeholders and shareholders
Consideration of feedback from shareholders
Adherence to regulatory requirements
Committee members
Virginia Holmes (Chair)
William Rucker
Rosemary Leith
Andrew Sykes
Stephen Welton
Committee governance
The Committee’s terms of reference are approved and reviewed by
the Board on a regular basis, most recently in May 2024. The terms of
reference are available on the Group’s website, www.icgam.com, or by
contacting the Company Secretary.
The operations of the Committee were reviewed as part of the
internal Board evaluation completed in March 2025; the Committee
was found to be operating effectively.
The Committee held four meetings during the year. The Committee
members attending each of the meetings can be found on page 67.
How the Committee spent its time
Executive remuneration
Determination of Executive Directors’ awards
Review of awards payable to all Material Risk Takers
Oversight of awards
Determination of variable pay awards from the Annual Award Pool
(AAP) and Business Growth Pool (BGP)
Review of market data on award levels
Advisers to the committee
Alvarez and Marsal (external advice)
Allen & Overy and Slaughter & May (legal advice)
Vialto and Deloitte (taxation and other matters advice)
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Employee Compensation
30%
Regulatory Compliance
15%
DRR and Policy
25%
Executive Remuneration
30%
Summary of meetings in the year
The Committee meets at least three times a year and more frequently if
necessary. Executive Directors attend the meetings by invitation. The
Committee consults the Executive Directors regarding its proposals and
also has access to professional advice from outside the Group. The Head
of Reward also attends meetings, and the Company Secretary attends as
Secretary. No Director is involved in any decisions as to their own
remuneration.
Advisers to the Committee
Advisers are selected on the basis of their expertise in the area and with
a view to ensuring independence from other advisers to the Group.
Therefore, the Committee is confident that independent and objective
advice is received from its advisers.
The fees charged for advice to the Committee were £67,615 payable to
Alvarez and Marsal. Fees are charged on the basis of time spent.
This Annual Report on Remuneration is approved by the Board and
signed on its behalf by
Virginia Holmes
Chair of the Remuneration Committee
20 May 2025
This section describes the remuneration policy, which was approved by our shareholders at the 2023 AGM
with a 90.06% vote in favour.
A copy of the previous Directors’ Remuneration Policy approved by shareholders at the 2020 AGM is available
in the shareholder centre on the ICG website at www.icgam.com.
Annual Award Pool (AAP) and Business Growth Pool (BGP)
A central feature of the Group’s overall remuneration policy is the AAP. All incentives awarded across the
Group are governed by an overall limit of 30% of Pre-Incentive Cash Profit (PICP) over a five-year period.
This percentage may be exceeded in any single year but must not be exceeded on an average basis over five
years. Managing the AAP by reference to a five-year rolling average ensures that variable awards to employees
are made in a considered way with a long-term perspective rather than as a reaction to a single year’s
exceptional performance.
The AAP is funded by PICP, so that:
– Interest income and capital gains are only recognised on a cash basis
– Impairments on investment principal are included
– Fair value movement of derivatives is excluded
The holding period for investments is typically four to eight years and a significant portion of the Group’s fund
management fees arise from committed closed-end funds and are payable over the life of the fund which can be
up to 12 years. This means that the AAP is long-term in nature as it includes realisations from a number of
investment vintages. By generating the award pool in this way, we ensure that employees are only rewarded
once returns have crystallised.
Allocation of the award pool
The AAP is based on cash profits the Group has already realised from its fund management business and its
investments, and it is capped at 30% annualised over a five-year period. The Committee exercises discretion
over the actual amount to be awarded in variable compensation each year, based on an assessment of market
levels of pay, Group KPIs, and individual performance (subject to the overall cap on the AAP).
In a strong year that has generated high PICP, the Committee may choose not to distribute the full AAP but can
instead retain some of it for potential use in future years. In years where PICP is low, the Committee may
distribute some of the retained AAP from previous years, if appropriate. The Committee applies a prudent
approach to setting the actual size of variable pay pool, within the overall limits described above.
The ongoing appropriateness of the 30% limit for the existing business is kept under review.
Business Growth Pool (BGP)
The BGP, which does not apply to Executive Directors, is capped at 3% of the five-year rolling average PICP and
is designed to support the establishment of new investment strategies, commensurate with the overall
business strategy. The BGP is used to fund the incentives of relevant teams involved in developing such new
strategies, and is ring-fenced and limited in duration to the period when the new investment strategy is being
developed. Any awards made from the BGP are overseen by the Committee, and Executive Directors do not
participate in any such awards.
Awards falling within the AAP
All cash and share awards are distributed from the AAP. Historically, there have been two different award
types to be made over ICG shares: Deferred Share Awards and ICG PLC Equity Awards. We have also re-
introduced Growth Incentive Awards, this year, delivered in the form of market value options to a small group
of certain eligible employees which are satisfied using shares purchased in the market by our Employee Benefit
Trust. Deferred Share Awards and Growth Incentive Awards are not made to Executive Directors.
Certain performance fees (funded by third-party investors) and other fund performance incentives funded by
ICG are also included in the overall limits set for the AAP.
Carried interest on third-party funds and similar arrangements in respect of ICG direct investment funds or
business acquisitions that do not give rise to a cost or liability to the Group are not remuneration and are
outside the AAP.
Awards to the Executive Directors
Awards to the Executive Directors are funded from the AAP, but are subject to specific KPIs, with detailed
targets set by the Committee. They are paid as a mix of cash and ICG PLC shares. A significant proportion of the
variable pay is made in the form of deferred shares, with at least 70% of the total variable pay for each
Executive Director awarded in the form of ICG PLC shares deferred over three, four and five years.
Malus and Clawback
The Company has Malus (forfeiture of unvested awards) and Clawback (recoupment of vested or paid awards)
in place for its variable pay plans for Executive Directors. Malus and Clawback provisions also apply to other
roles (‘Material Risk Takers’) as required by financial services regulations. Under the Malus and Clawback
requirements, variable pay may be recouped in part or in full, if the Remuneration Committee determines that
one or more specified events has occurred (‘Triggers’). For Executive Directors, these Triggers include amongst
other things: variable compensation was awarded based on erroneous or misleading information; a material
misstatement of the Group accounts has occurred; gross misconduct or failure to meet appropriate standards
of fitness or propriety; a material regulatory breach; severe negligence; a material failure of risk management;
substantial reputational damage to the Company; or corporate failure. In considering whether and to what
extent to apply Malus or Clawback, the Remuneration Committee would consider the seriousness of the
Trigger event and the degree of responsibility of the Executive Director for the event through their actions or
failure to act.
The Recovery Period during which Malus and Clawback may be applied to a variable compensation award
varies depending on the award type but is a minimum of three years from the award date. For Executive
Directors, the deferred equity portion of variable compensation awards (ICG PLC Equity Awards) is subject to
Malus until vesting and Clawback which normally applies for up to five years from award, extendable (for
example to seven years) to allow an investigation into a potential Trigger event to be concluded. The cash
portion of variable compensation awards for Executive Directors is subject to Clawback which applies for three
years from the award date. The Remuneration Committee considers these Recovery Periods to be appropriate
taking account of the nature of ICG’s business and to allow a reasonable maximum period for any information
regarding a Trigger event to become known.
The Committee has not used the Malus or Clawback provisions to recoup any variable compensation from
Executive Directors during FY25, or in prior years.
105
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Directors’ remuneration policy
Overview
Strategic report
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Other information
The following charts show the key elements of our proposed Remuneration Policy which apply for FY26. Full
details of the proposed Remuneration Policy are provided in the next section.
Illustration of application of Directors’ Remuneration Policy
The total remuneration which could be awarded to each Executive Director under the remuneration policy for
the year ended 31 March 2026 is shown in the charts under three different performance scenarios.
The annual variable award is split between the following elements:
– Cash Bonus Award
– ICG PLC Equity Award
The value of on-target variable remuneration for each Executive Director is based on the level which the
Committee has agreed should be receivable to the extent to which the Group achieves its targets.
It remains possible that remuneration earned over more than one financial year will be disclosed in future
years’ single figure table for the CEO, emanating from previous awards of Deal Vintage Bonus (DVB), (formerly
known as Balance Sheet Carry (BSC)) or Shadow Carry. Since the adoption of the Remuneration Policy in 2017,
Executive Directors have not been eligible to participate in these plans.
The charts on the left incorporate the following assumptions:
Fixed pay – Includes base salary (for the financial year ended 31 March 2026), benefits and a pension allowance of 12.5% for the
Executive Directors. The benefits figure is based on the 2025 single figure total for all Executive Directors (excluding any future grant
of SAYE options) and assuming a similar level of coverage for all Executive Directors in future years.
Target – Fixed pay plus the value that would arise from the incentives for achieving on-target performance (with an assumed deferral
of 80% for Benoît Durteste and 70% for the other Executive Directors). The Target level of total variable pay for Benoît Durteste is
unchanged from the current policy and practice, at £3.6m. The Target total variable pay for David Bicarregui is 2x base salary (or
£1.3m) and the Target total variable pay for Antje Hensel-Roth is 1.75x base salary (or £0.9m).
Maximum – Fixed pay plus the value that would arise from the incentives for achieving maximum performance with an assumed
deferral of 80% for Benoît Durteste and 70% for the other Executive Directors). The Maximum level of total variable pay for Benoît
Durteste is unchanged from the current policy and practice, at £6m (this will transition to a multiple of 8x salary from FY26 onwards).
The Maximum total variable pay for David Bicarregui is 4x base salary (or £2.5m) and the Maximum total variable pay for Antje
Hensel-Roth is 3.5x base salary (or £1.8m).
Maximum with 50% share price growth – Maximum remuneration increased for the assumption that the share components of the
package (ICG PLC Equity Award) increase in value by 50% from the share price at grant.
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Directors’ remuneration policy continued
Benoît Durteste
Fixed pay only
Target
Maximum
£871k
£4,471k
£6,871k
£9,271k
Maximum with
50% share
price growth
100%
19%
13%
9%
16%
17%
13%
64%
0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000
David Bicarregui
Fixed pay only
Target
Maximum
£742k
£1,992k
£3,242k
£4,117k
Maximum with
50% share
price growth
23%
18%
44%
54%
64%
0
Antje Hensel-Roth
Fixed pay only
Target
Maximum
£607k
Fixed pay
£2,409k
£3,040k
Maximum with
50% share
price growth
100%
42%
25%
20%
23%
42%
52%
62%
0
Cash Bonus Award ICG PLC Equity Award
750 1,500 2,250 3,000 3,750
18%
£1,508k
400 800 1,200 1,600 2,000 2,400 2,800 3,200
Overview
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70%
78%
100%
18%
23%
19%37%
4,500
18%
Directors’ Remuneration policy table
The table below outlines each element of the remuneration policy for the Directors of the Company.
1. Base salary
– Appropriate to recruit and retain
Executive Directors to deliver the
strategic objectives of the Group
– Designed to be sufficient to ensure
that Executive Directors do not
become dependent on their variable
remuneration
– Reflects local competitive market
levels
– Paid monthly
– Typically reviewed annually with any changes generally applying
from the start of the financial year
– In considering increases, the Committee considers the range of salary
increases applying across the Group, and local market levels
– Any increase in salary for an Executive Director will not normally
exceed the average salary increase across the Group unless there are
exceptional reasons such as, but not limited to, a change in the role or
responsibilities of the Executive Director
– The salary for the CEO/CIO will be increased in the following three
steps: £500k for FY24; £615k for FY25; and £750k for FY26
– The salary for the new CFO has been set at £600k for FY24
– The salary for the CPEAO will be increased in the following two steps:
£467.5k for FY24; and £500k for FY25
– None
2. Benefits
– Appropriate to recruit and retain
Executive Directors to deliver the
strategic objectives of the Group
– Reflects local competitive market
levels
– Benefits currently receivable by Executive Directors include life
assurance, private medical insurance and income protection
– Additional benefits may be offered in line with market practice if
considered appropriate by the Committee
– Provision and level of benefits are competitive and appropriate in the
context of the local market
– The maximum opportunity will depend on the type of benefit and cost
of its provision, which will vary according to the market and individual
circumstances
– None
3. Pension
– Appropriate to recruit and retain
Executive Directors to deliver the
strategic objectives of the Group
– All Executive Directors are entitled to a pension allowance
payable each month at the same time as their salary
– A pension allowance of no more than the level available to the majority
of the Group’s workforce in the relevant location is provided. The
current level for majority of the UK workforce is up to 12.5% of base
salary
– None
4. Total Variable Pay Award
– The Total Variable Pay Award is split
between Cash Bonus Award (4a)
and ICG PLC Equity Award (4b) (see
below)
– The total variable pay award consists of the Cash Bonus Award
and ICG PLC Equity Award
– An Executive Director’s annual variable award is drawn from the AAP
which is determined as described on page 111
– Total variable pay awards to Executive Directors are subject to a cap,
payable for outstanding performance only. This is £6m for the CEO/
CIO (from FY26 onwards, this will be 8x base salary), 4x base salary for
the CFO and 3.5x base salary for the CPEAO
– Target variable awards to Executive Directors are £3.6m for the CEO/
CIO, 2x base salary for the CFO and 1.75x base salary for the CPEAO
– An Executive Director’s
annual variable award is
drawn from the AAP, and so is
directly funded by reference
to the Group’s cash profit for
the relevant financial year
– Executive Director’s annual
variable award entitlement is
determined by reference to
performance against
performance objectives, which
are derived from the Group’s
KPIs
4a. Cash Bonus Award
– Rewards achievement of business
KPIs, cash profits and employing
sound risk and business
management
– Awards are made in cash after the end of the financial year
– The maximum amount of an Executive Director’s Total Variable
Pay Award that can be paid as a Cash Bonus Award is 30%
– Cash Bonus Awards are subject to clawback which applies for
three years post award. Forfeiture of compensation may be
triggered by, among other things, a misstatement of the accounts,
regulatory breaches and serious breaches of contract
– See details above in relation to the overall annual variable award – See details above in relation to
the overall annual variable
award
Purpose and link to strategy
Operation
Maximum opportunity
Performance conditions
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4b. ICG PLC Equity Award
– Rewards achievement of business
KPIs, cash profits and employing
sound risk and business
management
– Aligns the interests of Executive
Directors with those of shareholders
– Awards are made over shares in the Company after the end of the
financial year
– At least 70% of an Executive Director’s Total Variable Pay Award
shall be delivered in ICG PLC Equity
– Shares normally vest by one-third in each of the third, fourth and
fifth years following the year of grant unless the Executive leaves for
cause or to join a competitor, in which case the awards lapse. The
Committee has discretion to vary the date of vesting if necessary or
desirable for regulatory or legislative reasons
– In the event of a change in control (other than an internal
reorganisation) shares vest in full
– Dividend equivalents accrue to participants during the vesting period
– PLC Equity Awards made are subject to both malus, until vesting,
and clawback which may apply for up to seven years post grant.
Forfeiture of compensation may be triggered by, among other
things, a misstatement of the accounts, regulatory breaches and
serious breaches of contract
– See details above in relation to the overall annual variable award – See details above in relation to
the overall annual variable
award
5. Shareholding requirement
– To align the interests of the Group’s
Executive Directors with those of
shareholders
– To further enhance long-term
alignment with shareholders, a post-
cessation shareholding requirement
has been introduced
– Executive Directors are required to build ownership of a number
of ordinary shares in the Group, normally over five years from
appointment, with a market value equal to a multiple of the
Director’s annual base salary. This multiple is three times for the
CEO and two times for the other Executive Directors
– Executive Directors are normally required to maintain this level
(or the level so far accrued at cessation, if lower) of holding for two
years after they cease to be employed
– N/A – N/A
6. The Intermediate Capital Group
PLC SAYE Plan 2014
– Provides an opportunity for all
employees to participate in the
success of the Group
– All UK employees are offered the opportunity to save a regular
amount each month over 36 months and may receive an uplift at
the end of the saving contract (subject to HMRC legislation)
– At maturity, employees can exercise their option to acquire and
purchase shares in ICG PLC at the discounted price set at the
award date or receive the accumulated cash
– Employees may save the maximum permitted by legislation each
month
– The Plan is not subject to any
performance conditions, as
this is not permitted by the
relevant legislation
7. Fees paid to Non-Executive
Directors
– To facilitate the recruitment of Non-
Executive Directors who will
oversee the development of strategy
and monitor the Executive
Directors’ stewardship of the
business
– Fees are payable to Non-Executive Directors for their services in
positions upon the Board and various Committees
– Fees for the Board Chair are determined and reviewed annually
by the Committee and fees for Non-Executive Directors are
determined by the Board Chair and the Executive Directors
– The Committee refers to objective research on up-to-date,
relevant benchmark information for similar companies
– Non-Executive Directors are reimbursed for expenses, such as
travel and subsistence costs, incurred in connection with their
duties. Any tax costs associated with these benefits are paid by
the Group
– Non-Executive Directors cannot participate in any of the Group’s
variable pay plans or share schemes and are not eligible to join the
designated Group pension plan
– Fees are set and reviewed in line with market rates. Supplementary
fees may be paid to reflect additional time commitments required of
Non-Executive Directors. Aggregate annual fees do not exceed the
limit set out in the Articles of Association
– Any benefits receivable by Non-Executive Directors will be in line with
market practice
– None of the Non-Executive
Directors’ remuneration is
subject to performance
conditions
Purpose and link to strategy
Operation
Maximum opportunity
Performance conditions
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Performance measures and targets
The AAP is determined based on the Group’s financial performance. The Group’s PICP provides a link between
income generation for shareholders and employee compensation (see page 105).
Once the AAP has been calculated, it is then allocated based on business performance and an individual’s
performance as determined by the annual appraisal process.
Executive Directors have performance objectives set and KPIs are set by the Committee. Details of these KPIs
are set out on page 94. Further management information is provided to the Committee on performance to
ensure that financial results are put into the context of wider performance factors, compliance and risk
appetite.
Co-investment and carried interest in third-party funds
Executive Directors and certain professionals in the Group are expected to invest in third-party funds through
co-investment and carried interest. Where this applies, the relevant employee pays full market value for these
interests at the time of acquisition, and takes the investment risk. These are personal investments that are
expected by third-party fund clients, to drive financial alignment with third-party fund performance, rather
than remuneration provided by ICG for services to the Group.
Committee discretion
The Committee, consistent with market practice, retains discretion over a number of areas relating to the
operation of the Policy. These include, but are not limited to, the following:
– the timing of awards or payments
– the size of awards (within the limits set out in the Policy table)
– the choice of weighting and assessment of performance metrics
– in exceptional circumstances, determining that a share-based award shall be settled (in full or in part) in cash
– the treatment of awards in the event of a change of control or restructuring
– determination of good leaver status, and treatment of awards for such leavers
– whether, and to what extent, malus and/or clawback should apply
– adjustments required in exceptional circumstances such as rights issues, corporate restructuring,
or special dividends
– adjustments to performance criteria where there are exceptional events
– the size of annual salary increases, subject to the principles set out in the Policy table. In exceptional
circumstances, the Committee may apply salary increases that are different from those set out in the table.
Service contracts and policy on payments for loss of office
Executive Directors
The Group’s policy is for Executive Directors to have ongoing contracts which are deemed appropriate for the
nature of the Group’s business. Service contracts are held, and are available for inspection, at the Group’s
registered office. The details of the service contracts for Executive Directors serving during the year and the
treatment of deferred share awards to Executive Directors are shown below.
Executive Director
Date of service
contract
Last re-
elected
Re-election
frequency
Notice
period
Non-
compete
provisions
Compensation on
termination by the
Company without notice or
cause
Benoît Durteste
21 May 2012 July 2024 Annual 12 months Restraint
period of
12
months
The salary for any
unexpired period of
notice plus the cost to
the Group (excluding
National Insurance
contributions) of
providing insurance
benefits for the same
period. The Group may
also make payments,
where necessary, to
mitigate any potential
claims, and to
compensate for legal
fees or outplacement
costs incurred
David Bicarregui
02 April 2023 July 2024 Annual 12 months Restraint
period of
9 months
Antje Hensel-Roth
16 April 2020 July 2024 Annual 12 months Restraint
period of
9 months
Deferred
share award
Status
Death, disability,
long-term ill health Redundancy Cause or competing Any other reason
PLC Equity
Award
Unvested Retain with early vesting Retain Forfeit, subject
to discretion
Retain, subject to
discretion
Deferred
Share Award
Unvested Retain with early vesting Retain Forfeit, subject
to discretion
Retain, subject to
discretion
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Exercise of discretion
The discretion available to the Committee under the variable pay plans is intended to provide the Committee
with flexibility to deal fairly with every eventuality. In exercising its discretion, the Committee will take into
account the circumstances in which the individual has left the Group, their performance and the impact that
this has had on the Group’s overall performance. The Committee reserves discretion to make a variable pay
award to an Executive Director in respect of the final year of service, taking into account the circumstances of
the individual’s termination of office, the portion of the year served, and performance for the financial year
concerned.
Approach to recruitment remuneration
The Group operates in a highly specialised and competitive market, and hence competition for talent is intense.
The Committee’s approach to recruitment remuneration is to pay what is appropriate to attract candidates to a
role.
New Executive Directors are offered a remuneration package similar to that of existing employees in the same
role. All Executive Directors are offered an appropriate annual salary, benefits and pension allowance and all
participate in the Annual Award Pool and are subject to an overall cap on variable reward.
However, it may be necessary to offer a new Executive Director a remuneration package that differs from that
currently provided to the Executive Directors in order to attract the best recruit. This could include a higher
base salary and relocation and/or housing benefits and higher total variable pay, but not more than the CEO/
CIO base salary multiple level set out in the policy table, unless there are exceptional circumstances.
Replacement of forfeited compensation such as deferred bonuses and long-term incentives is permitted.
This is subject to, as far as possible, the timing, delivery mechanism (i.e. shares or cash) and amounts paid out
being set to reflect any former arrangement.
As far as possible, the value of any replacement awards will reflect the expected value of the forfeited awards.
In the event of an internal promotion to the Board, the Committee reserves the right to allow any pre-existing
awards or arrangements to be retained until their normal maturity date, notwithstanding that these may not be
consistent with the approved policy.
Statement of consideration of shareholder views
The Committee is responsible for the overall remuneration policy for all the Group’s employees and ensures
that the remuneration arrangements should take into account the long-term interests of shareholders, clients
and other stakeholders.
The Group recognises the importance of communication with its shareholders, particularly through interim and
annual reports and the AGM.
The CEO, CFO and the Chairmen of the Board and each of its Committees will be available to answer
shareholders’ questions at the AGM. The CEO and the CFO meet institutional shareholders on a regular basis,
and the Board Chair periodically contacts the Group’s major shareholders and offers to meet with them. The
Board is kept fully informed of the views and concerns of the major shareholders and relevant NEDs attend
meetings with major shareholders and shareholder advisory groups when requested to do so.
Statement of consideration of employment conditions elsewhere in the Group and
employee views
The Committee considers the employment conditions and the remuneration structures in place for all
employees of the Group when setting the Directors’ Remuneration Policy.
The Committee also reviews the remuneration arrangements of senior investment and marketing employees
and senior management and control function employees and oversees the remuneration structure and market
positioning for other roles. The overall and average salary increase across the Group is approved by the
Committee each year. The Board has established a process which is used to seek the opinions of employees
when setting the Directors’ Remuneration Policy by seeking feedback through a designated NED.
In addition employees’ views are represented at Committee meetings through the Chief People and External
Affairs Officer, who is also an Executive Director, and the Head of Reward.
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Opinion
In our opinion:
– Intermediate Capital Group plc’s consolidated financial statements and Parent Company financial statements
(together the ‘financial statements’) give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 March 2025 and of the Group’s profit for the year then ended;
– the consolidated financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
– the Parent Company financial statements have been properly prepared in accordance with UK-adopted
international accounting standards as applied in accordance with section 408 of the Companies Act 2006; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Intermediate Capital Group plc (the ‘Parent Company’) and its
subsidiaries (together the ‘Group’) for the year ended 31 March 2025 which comprise:
Group
Parent Company
Consolidated income statement for the year ended
31March 2025
Parent Company statement of financial position as at
31 March 2025
Consolidated statement of comprehensive income for
the year ended 31 March 2025
Parent Company statement of cash flows for the year
ended 31 March 20245
Consolidated statement of financial position as at
31March 2025
Parent Company statement of changes in equity for
the year ended 31 March 2025
Consolidated statement of cash flows for the year
ended 31 March 2025
Consolidated statement of changes in equity for the
year ended 31 March 2025
Related notes 1 to 32 to the financial statements,
including material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the Parent Company financial statements, as applied in
accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and the Parent Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the Group and Parent Company’s ability to continue to adopt the going concern basis of
accounting included:
– obtaining an understanding of management and the Directors’ processes for determining the appropriateness
of the use of the going concern basis. This included discussions with management, corroborating our
understanding with the Audit Committee and obtaining management’s going concern assessment covering
the period to 30 November 2026, which is eighteen months from the date these financial statements were
authorised for issue;
– reviewing the Group’s cash flow forecasts, considering if the assumptions used in the models are appropriate
to enable the Directors to make an assessment in respect of going concern, including the availability of existing
and forecast cash resources and undrawn facilities;
– evaluating the regulatory capital and liquidity position of the Group, including reviewing the Internal Capital
Adequacy and Risk Assessment (‘ICARA’). This included verifying credit facilities available to the Group by
obtaining third-party confirmations;
– reviewing the appropriateness of the stress and reverse stress test scenarios, including assessing the
completeness of the severe scenarios that consider the key risks identified by the Group, our understanding of
the business and the external market environment. We also evaluated the analysis by testing the clerical
accuracy and assessed the conclusions reached in the stress and reverse stress test scenarios;
– assessing the plausibility of available options to mitigate the impact of the key risks by comparing them to our
understanding of the Group;
– performing enquires of management and those charged with governance to identify risks or events that may
impact the Group’s ability to continue as a going concern. We also reviewed management’s going concern
paper approved by the Board, minutes of meetings of the Board and the Audit Committee and made enquiries
of management and the Board; and
– assessing the appropriateness of the going concern disclosures by comparing them with management’s
assessment for consistency and for compliance with the relevant reporting requirements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company’s
ability to continue as a going concern for the period to 30 November 2026.
In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement
in the financial statements about whether the Directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report. However, because not all future events or conditions can be predicted, this
statement is not a guarantee as to the Group’s ability to continue as a going concern.
111
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Independent auditor’s report to the members of Intermediate Capital Group plc
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Overview of our audit approach
Audit scope
– The Group is managed principally from one location, with core business functions,
including finance and operations, located in London. All key accounting records are
maintained in the UK. The Group operates international offices in Europe, Asia and
North America, which are primarily responsible for deal origination, marketing and
investment portfolio monitoring.
– The Group comprises 221 consolidated subsidiaries, including 21 consolidated
structured entities.
– The Group audit team based in London performed audit procedures on all balances
which are material to the Group and Parent Company financial statements.
Key audit matters
– Valuation of investments in portfolio companies, including investments valued with
reference to net asset value (‘NAV’), and real estate assets (including seed assets and
those held via fund structures).
– Valuation of investments in Collateralised Loan Obligations (‘CLOs’), including debt
(senior) and equity (subordinated) tranches and collateral assets held and debt and
equity tranches issued by consolidated CLOs.
– Calculation and recognition of management and performance fees,
Materiality
– Overall Group materiality of £31.4m which represents 5% of normalised profit before
tax. Normalised profit before tax is calculated as the sum of the 2025 Fund
Management Company’s (‘FMC’) profit before tax and an average of the Investment
Company (‘IC’) profit/loss before tax for the past five financial years up to 31 March
2025. Our basis for calculating materiality reflects stakeholder focus on the Group as a
fund management business and the year-on-year fluctuations within the IC’s profit/loss
before tax resulting from movements in investment valuation gains/losses.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised).
We have followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit
evidence on which to base our audit opinion. We performed risk assessment procedures to identify and assess risks of
material misstatement of the consolidated financial statements and identified significant accounts and disclosures. To
respond to the identified risks of material misstatement of the consolidated financial statements, we considered our
understanding of the Group and its business environment, the potential impact of climate change, the applicable
financial framework, the group’s system of internal control at the entity level, the existence of centralised processes,
IT applications and any relevant internal audit results.
Monitoring and control over the financial reporting process for the Group is performed centrally in London, and as
such is audited wholly by the UK based Group audit team. Monitoring and control over the operations of the
subsidiaries within the Group is also centralised in the UK. Therefore, the Group audit team in the UK performed
testing centrally for all relevant accounts to obtain sufficient appropriate evidence to issue the Group and Parent
Company audit opinion, including undertaking all of the audit work on the risks of material misstatement identified
above. All audit work performed for the purposes of the audit was undertaken by the Group audit team; there were no
component audit teams. We determined that centralised audit procedures can be performed on all material balances
of the financial statements.
Our assessment of audit risk and our evaluation of materiality and our allocation of performance materiality
determine our audit scope for the Group and Parent Company. Taken together, this enables us to form an
opinion on the consolidated financial statements.
In assessing the risk of material misstatement to the financial statements, and to ensure we had adequate
quantitative coverage of significant accounts, we performed direct audit procedures on all Key Audit Matters
and items material to the financial statements. Our Group testing covered account balances material to the
Group including balances of entities within Europe, Asia and North America.
As part of our Group audit procedures, we also perform analytical review procedures, testing of consolidation
journals and intercompany eliminations, and foreign currency translation recalculations to respond to any
potential risks of material misstatement to the consolidated financial statements.
Involvement with component teams
All audit work performed for the purposes of the Group audit was undertaken by the Group audit team.
Climate change
The Group has determined that the most significant future impacts from climate change on its operations will be from
the adverse effects of the underlying portfolio investments. This is explained on pages 46 - 62 in the Task Force for
Climate-Related Financial Disclosures and on page 39 in the Managing Risk section. All of these disclosures form part
of the ‘Other information,’ rather than the audited financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in
line with our responsibilities on ‘Other information’.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and
any consequential material impact on its financial statements.
The Group has explained in the General Information and basis of preparation section in Note 1 to the financial
statements, on page 126 - 127, their articulation of how climate change has been reflected in the financial statements,
and how they have reflected the impact of climate change in their financial statements.
Our audit effort in considering the impact of climate change on the financial statements was focused on assessing
whether the effects of climate risks have been appropriately reflected by management in reaching their judgements
and in relation to the assessment of the fair value of investments and the consequential impact on management and
performance fees. As part of this evaluation, we performed our own risk assessment, supported by our climate change
internal specialists, to determine the risks of material misstatement in the financial statements from climate change
which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and
viability, and associated disclosures. Where considerations of climate change were relevant to our assessment of going
concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
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Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk
Our response to the risk
Valuation of investments in portfolio companies, including investments valued
with reference to NAV, and real estate assets (including seed assets and those held
via fund structures)
In the consolidated and Parent Company statements of financial position, the Group’s investments in portfolio
companies (co-investments or alongside funds managed by ICG) of £1,904.8m (2024: £1,950.2m), investments
valued with reference to NAV of £521.5m (2024: £577.0m) and real estate assets of £205.9m (2024: £182.3m)
are included in Financial assets at fair value. Real estate assets of £122.3m (2024: £82.7m) are included in
Investment Property.
Refer to the Audit Committee Report (page 79 - 83); Accounting policies (page 135); and Note 5 and 18 of the
Financial Statements (page 135 and 158).
The Group’s investment portfolio contains unquoted debt and equity securities, that are held either directly,
including through joint ventures, or through funds managed by ICG. These investments are held at fair value
through profit and loss.
For portfolio companies and investments valued with reference to NAV, the Group adopts a valuation
methodology based on the International Private Equity and Venture Capital Valuation Guidelines 2022 (‘IPEV
guidelines’), and in conformity with IFRS 13 — Fair Value Measurements (‘IFRS 13’). The Group predominantly
applies either an earnings-based valuation technique or discounted cash flow model (‘DCF’) to value portfolio
companies.
For real estate assets, the Group adopts a valuation methodology based on the Royal Institution of Chartered
Surveyors (‘RICS’), in conformity with IFRS 13 and IAS 40 — Investment Property (‘IAS 40’). The Group values
real estate assets using various techniques, including but not limited to, capitalisation rate to current net rent,
hardcore, direct capitalisation, and income approach. For certain real estate assets, the Group engages external
valuers to perform valuations.
Owing to the unquoted and illiquid nature of these investments, the assessment of fair valuation is subjective and
requires several significant and complex judgements to be made by management. The exit value will be
determined by the market at the time of realisation and therefore despite the valuation policy adopted and
judgement made by management, the final sales value may differ materially from the valuation at the year end.
There is the risk that inaccurate judgement made in the assessment of fair value could lead to the incorrect
valuation of investments in portfolio companies, investments valued with reference to NAV and real estate
assets. In turn, this could materially misstate the financial assets at fair value in the Consolidated and Parent
Company statements of financial position, and the Net gains on investments in the Consolidated income
statement.
There is also a risk that management may influence the judgement and estimation in respect of the portfolio
companies’, investments valued with reference to NAV and real estate asset valuations in order to meet market
expectations of the Group.
We have:
Obtained an understanding of management’s processes and controls for the valuation of investments in portfolio companies, investments
valued with reference to NAV, and real estate assets (including co-investments or alongside funds managed by ICG) by performing
walkthrough procedures, in which we evaluated the design effectiveness and implementation of controls. This included discussing with
management the valuation governance structure and protocols around their oversight of the valuation process, including the Group Valuation
Committee, as well as reviewing the Group Valuation Committee papers and minutes.
Compared management’s valuation methodologies to IFRS and the relevant IPEV and RICS guidelines. We sought explanations from
management where there were judgements applied in their application of the guidelines and assessed their appropriateness.
On a sample basis, we agreed key inputs in the valuation models to source data, including portfolio company financial information. We also
performed procedures on key judgements made by management in the calculation of fair value:
– performed calculations to assess the appropriateness of discount rates used in DCF valuations, with reference to relevant industry and
market data;
– assessed the suitability of the comparable companies used in the calculation of the earnings multiples;
– challenged management on the applicability and completeness of adjustments made to earnings multiples by obtaining rationale and
supporting evidence for adjustments made; and
– assessed the appropriateness of the portfolio company financial information, including business plans, used in the valuation and any relevant
adjustments made by obtaining rationale and supporting evidence.
For a sample of investments valued with reference to NAV, we:
– obtained the most recently available NAV statements from the general partner/third-party administrator and compared the NAV of the
investment attributable to the Group to the valuation per the accounting records;
– where the most recently available NAV statements were non-coterminous with the reporting date, obtained details of any adjustments for
cash flows and fair value made by management and corroborated these to call and distribution notices and bank statements;
– where the general partner valuations as set out in the NAV statements had been overridden by management, engaged our valuation
specialists to review the valuations of these investments;
– obtained the underlying fund trial balances for each of the investments in our sample and tested those balances material to the Group and Parent
Company in accordance with the relevant testing threshold (i.e. the underlying investment valuations and other material balances, e.g. cash);
– obtained the most recent audited financial statements of the underlying fund and reviewed the Auditor’s opinion to confirm that the
underlying investment is held at fair value in a manner consistent with IFRS 13 and that there are no audit opinion modifications which would
affect the fair value of the investments; and
– inquired of management regarding any potential fair value adjustments as a result of updated information received or observable market
movements and obtained evidence to confirm these were immaterial to the Group’s financial statements.
For a sample of real estate assets, we obtained the external valuation reports, where an external valuer is engaged, and assessed their
competence and objectivity.
– With the assistance of our valuations specialists, formed an independent view on the appropriateness of the key assumptions and inputs used
in the valuation of a sample of portfolio companies, investments valued with reference to NAV, and real estate assets, with reference to
relevant industry and market valuation considerations and data points. Through our analysis, including taking into account other qualitative
risk factors, such as company-specific risk factors, we derived a range of acceptable fair values. We compared these ranges to management’s
fair values and discussed our results with both management and the Audit Committee.
– Checked the mathematical accuracy of the valuation models on a sample basis. We recalculated the unrealised gains/losses on revaluation of
investments impacting the Net gains on investments in the Consolidated income statement.
– Considered the impact of climate change throughout our procedures performed on the valuation of portfolio companies, investments valued
with reference to NAV and real estate assets, by challenging whether the valuation methodologies and assumptions used are appropriate.
– Challenged management to understand the rationale for any material differences between the exit prices of investments realised during the year
and the prior year fair value, to further verify the reasonableness of the current year valuation models and methodology adopted by management.
– In order to address the residual risk of management override we have performed journal entry testing.
Key observations communicated to the Audit Committee
The valuation of investments was found to be materially correct in accordance with UK-adopted international accounting standards and the IPEV or RICS guidelines, respectively. We performed audit procedures over this risk which covered 98.0% of the
value of investments in portfolio companies and 73.2% of the value of real estate assets.
Based on our procedures performed, we had no material matters to report the Audit Committee.
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Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk
Our response to the risk
Valuation of investments in Collateralised Loan Obligations (‘CLOs’), debt (senior)
and equity (subordinated) tranches and collateral assets held and debt and equity
tranches issued by consolidated CLOs
In the consolidated and Parent Company statements of financial position, the Group’s investments in CLO debt
(senior) of £86.1m (2024: £105.9m) and equity (subordinated debt) tranches of £7.7m (2024: £19.7m), and
investments held by consolidated CLOs of £4,976.4m (2024: £4,617.5m) are included in Financial assets at fair
value. The liabilities held by consolidated CLOs of £4,858.2m (2024: £4,602.3m) are included in Financial
liabilities at fair value.
Refer to the Audit Committee Report (page 79 - 83); Accounting policies (page 135 and 143); and Note 5 of the Financial
Statements (page 135).
The Group holds investments in CLOs in both the debt and equity tranches. These investments are accounted for
at fair value through profit or loss. The Group consolidates the CLOs where it is deemed to have control in
accordance with IFRS 10 — Consolidated financial statements (‘IFRS 10’).
Owing to the unquoted and illiquid nature of these investments, the assessment of fair valuation is subjective.
The Group engages an external valuer to perform valuations of investments in CLOs.
There is the risk that inaccurate judgement made in the assessment of fair value could lead to the incorrect
valuation of investments in CLOs which could materially misstate the Financial assets and Financial liabilities at
fair value in the Consolidated statement of financial position. In turn, this could materially misstate the Net gains
on investments account in the Consolidated income statement.
There is also a risk that management may influence the judgements and estimations of the investments in CLO
debt and equity tranches in order to meet market expectations of the Group.
Unconsolidated CLOs — Investments in CLO debt and equity
We have:
– Obtained an understanding of management’s processes and controls for the valuation of CLOs by performing walkthrough procedures, in
which we evaluated the design effectiveness and implementation of controls;
– Obtained the external valuation reports from the external valuer engaged, and assessed their competence and objectivity;
– Agreed each tranche size to observable market data (Refinitiv);
– Formed an independent range of fair values for a sample of the sub-investment grade debt and equity tranches with the assistance of our
valuation specialists. This included:
– projecting cash flows using a cash flow model and market-based assumptions such as default rates;
– estimating a range of yields based on either recent trade data or comparable CLO securities;
– performing independent comparative calculations using the cash flows and yields; and
– recalculating the unrealised gain/loss on revaluation of investments impacting the Net gains on investments in the Consolidated income
statement.
– Obtained the available observable market prices (Markit) and compared it to management’s fair valuations for investment grade debt
tranches;
– Performed journal entry testing in order to address the residual risk of management override.
Consolidated CLOs – collateral assets and debt and equity tranches
We have:
– Obtained an understanding of management’s processes and controls for the consolidation of CLOs by performing walkthrough procedures,
in which we evaluated the design effectiveness and implementation of controls;
– Agreed consolidated balances in the financial statements to underlying financial records maintained by third-party administrators
(‘administrator accounts’);
– Obtained trustee confirmations for all collateral assets and agreed information per the administrator accounts (par value and market value)
to the confirmations;
– Obtained the available observable market prices (i.e., Markit) and compared it to management’s fair valuations for a sample of collateral
assets;
– Recalculated the accrued interest and fair value of a sample of collateral assets;
– Obtained the available observable market data (i.e., Markit or Refinitiv) to determine the appropriateness of management’s fair value
levelling for a sample of collateral assets;
– Agreed the par value of all debt and equity tranches to observable market data or underlying agreements;
– Recalculated the carrying value of debt tranches with reference to observable coupon rates and recalculated the carrying value of equity
tranches in terms of the priority of payments; and
– Recalculated the accrued interest expense on debt tranches using market coupon rates (Refinitiv) and compared to the administrator’s
amounts.
Key observations communicated to the Audit Committee
The valuation of investments in CLOs was found to be materially correct in accordance with UK-adopted international accounting standards. We performed audit procedures over this risk which covered 95.2% of the value of investments in CLOs, 100% of
the value of collateral assets held and 100% of the debt and equity tranches issued by consolidated CLOs.
Based on our procedures performed we had no material matters to report to the Audit Committee.
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Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Risk
Our response to the risk
Calculation and recognition of management and performance fees
In the consolidated income statement, management fees of £580.6m (2024: £552.7m), including performance fees
£87.4m (2024: £76.2m), are included in Fee and other operating income.
Refer to the Audit Committee Report (page 79 - 83); Accounting policies (page 128); and Note 3 of the Financial
Statements (page 128).
The Group manages funds across numerous domiciles and investment strategies and receives management fees
and performance fees from its performance of investment management services for third-party money it
manages.
Management fees are calculated based on an agreed percentage of either committed capital, invested capital or
net asset value (‘NAV’), depending on the contractual agreement of the underlying fund. The calculations are
prepared by third-party administrators, however for CLOs, the management fees are calculated by ICG, using the
aggregate collateral balances reported by third-party administrators. Due to the manual nature of the process,
there is a risk that management fees are incorrectly calculated. There is also a risk of manual override as
processing of journal entries for management fees is performed by ICG.
Due to the manual nature of the process, there is a risk that management fees are incorrectly calculated. There is
also a risk of manual override as processing of journal entries for management fees is performed by ICG.
Performance fees are calculated as a contractual percentage of a fund’s return, once a specified hurdle rate is
expected to be met. These amounts are specified in the underlying contract between the fund and the Group in
its capacity as investment manager. Performance fees are only received when a triggering event, such as a
realisation or refinancing, occurs.
In respect of performance fees, management must apply judgment in accordance with IFRS 15 – Revenue from
contracts with customers (‘IFRS 15’) to determine whether it is highly probable that a significant reversal will not
occur in the future. The following are identified as the key risks or judgement in respect of the recognition of
performance fees:
– inappropriate judgement is made by management in the process, including whether a constraint is applied and
in determining the forecast exit dates of underlying investments;
– errors are made in performing complex manual calculations within the model; and
– inappropriate inputs are used by management in the calculations.
The accuracy and recognition of revenue is important to the Group’s financial statements. Stakeholder
expectations may place pressure on management to influence the recognition of revenue. This may result in
overstatement or deferral of revenue to assist in meeting current or future revenue targets or expectations.
We have obtained an understanding of management’s processes and controls for the calculation and recognition of management fees and
performance fees by performing walkthrough procedures, in which we evaluated the design effectiveness and implementation of controls.
Management fees
For a sample of funds, we have:
– agreed the fee terms used in the calculation to the terms as specified in the relevant legal agreements, for example the investment
management agreement or limited partnership agreement;
– validated key inputs, such as committed capital, invested capital or NAV, to supporting evidence;
– tested the arithmetical accuracy of the calculations prepared by ICG or the third-party administrators by performing independent recalculations;
– traced management fees received during the year to bank statements;
– reconciled the closing management fee debtor in the Consolidated statement of financial position; and
– traced the year end debtor balance to post year end bank statements, where received in April 2025, to assess recoverability.
In order to address the residual risk of management override we have performed journal entry testing.
Performance fees
For a sample of funds, we have:
– agreed the contractual terms such as hurdle rates and percentage receivable to underlying legal agreements;
– assessed that the relevant hurdles have been met or are expected to be met within 24 months of the year-end, where performance fees are
being accrued;
– determined the reasonableness of forecast exit dates with reference to our work performed over valuations of the investment portfolio and
our understanding of the investment life cycle;
– verified that the constraint applied to performance fee revenue to be recognised has been appropriately applied in accordance with
management’s IFRS 15 policy;
– tested the arithmetical accuracy of the calculations by performing independent recalculations;
– assessed whether each payment of performance fees was a result of a triggering event, such as a realisation or refinancing and verified cash
flows to bank statements;
– reconciled the closing performance fee debtor in both the Parent Company and Consolidated statements of financial position, and
evaluated the classification of performance fees as either current or non-current, aligning them with the respective hurdle dates for the
funds; and
– for funds sitting outside of the performance fee model which fell within our sample e.g. (ICG Alternative Credit, Australian Senior Loans and
ICG Enterprise Trust) we have reconciled the performance fee revenue to the 31 December 2024 audited fund financial statements and
recalculated any performance fee revenue recognised in the period from 1 January to 31 March 2025.
– We compared the performance of the underlying funds used in the performance fee calculations to our understanding of the performance
of the relevant funds’ underlying investments gained through our valuation work.
– We challenged management to understand the rationale for any differences between the performance fee payments received during the year and
the prior year estimates, to further assess the reasonableness of the current year performance fee models and methodology adopted by
management.
– We have considered the impact of climate change on performance fees by challenging the impact on the valuations as outlined in the key
audit matters above.
– In order to address the residual risk of management override we have performed journal entry testing.
Key observations communicated to the Audit Committee
Our procedures covered 92.2% of management fees and 99.4% of performance fees. Our audit procedures did not identify any material matters regarding the calculation and recognition of management fees and performance fees. Revenue has been
recorded in accordance with UK-adopted international accounting standards.
Based on our procedures performed we had no material matters to report to the Audit Committee.
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Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis
for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £31.4m (2024: £25.6m), which is 5% (2024: 5%) of normalised
profit before tax. Normalised profit before tax is calculated as the sum of the 2025 FMC profit before tax and
an average of the IC profit/loss before tax for the past five financial years up to 31 March 2025. Our basis for
calculating materiality reflects stakeholder focus on the Group as a fund management business and the year-
on-year fluctuations within the IC’s profit/loss before tax resulting from movements in investment valuation
gains/losses. We believe that normalised profit before tax provides us with an appropriate basis for materiality
due to stakeholder focus on the FMC and its contribution to business performance.
We determined materiality for the Parent Company to be £15.7m (2024: £9.0m), which is 1% (2024: 1%) of net
assets.
During the course of our audit, we reassessed initial materiality based on normalised profit before tax for the
year ended 31 March 2025 for the Group, and net assets for the Parent Company and adjusted our audit
procedures accordingly.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment,
our judgement was that performance materiality was 50% (2024: 50%) of our planning materiality, namely
£15.7m (2024: £12. 8m). We have set performance materiality at this percentage due to our observations of
the control environment and the misstatements identified in the prior year. In determining performance
materiality, we considered our risk assessments, together with our assessment of the Group’s overall control
environment.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess
of £1.6m (2024: £1.3m), which is set at 5% of planning materiality, as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed
above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report and Accounts other than the
financial statements and our auditor’s report thereon. The Directors are responsible for the other information
contained within the Annual Report and Accounts.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the Strategic Report and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
– the Strategic Report and Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the
Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit
have not been received from branches not visited by us; or
– the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit.
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Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Group and Parent Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the Corporate Governance Statement is materially consistent with the financial statements or our knowledge
obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 74;
– Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and
why the period is appropriate set out on page 29;
– Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in
operation and meets its liabilities set out on page 74;
– Directors’ statement on fair, balanced and understandable set out on page 77;
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
page 39;
– The section of the Annual Report and Accounts that describes the review of effectiveness of risk management
and internal control systems set out on page 73;
– The section describing the work of the Audit Committee set out on pa ges 79 - 83.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 77, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the
Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of detecting irregularities, including
fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged
with governance of the Parent Company and management.
– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and
determined that the most significant are those that relate to the reporting framework (UK-adopted
international accounting standards, the Companies Act 2006 and UK Corporate Governance Code) and
relevant tax compliance regulations. In addition, we concluded that there are certain significant laws and
regulations which may have an effect on the determination of the amounts and disclosures in the financial
statements, being the Listing Rules of the UK Listing Authority and relevant Financial Conduct Authority
(‘FCA’) rules and regulations.
– We understood how the Group is complying with those frameworks by making enquiries of senior
management, including the Chief Financial Officer, General Counsel and Company Secretary, Global Head of
Compliance and Risk, Head of Internal Audit and the Chairman of the Audit Committee. We corroborated our
understanding through our review of Board and Audit Committee meeting minutes, papers provided to the
Audit Committee, and correspondence with regulatory bodies.
– We assessed the susceptibility of the financial statements to material misstatement, including how fraud
might occur by discussing with the Audit Committee and management to understand where they considered
there was susceptibility to fraud. We considered performance targets and their potential influence on efforts
made by management to manage or influence the perceptions of analysts. We considered the controls that the
Group has established to address risks identified, or that otherwise prevent, deter and detect fraud, including
in a hybrid working environment; and how senior management and those charged with governance monitor
these controls. Where the risk was considered to be higher, we performed audit procedures to address each
identified fraud risk.
– Based on this understanding we designed our audit procedures to identify non-compliance with such laws and
regulations. Our procedures involved: inquiries of management, Internal Audit and those responsible for legal
and compliance matters, as well as inquiries with the Board and Audit Committee. In addition, we performed
journal entry testing, with a focus on manual journals and journals indicating large or unusual transactions
based on our understanding of the business; enquiries of senior management, and focused testing, as referred
to in the Key Audit Matters section above.
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.
117
ICG Annual Report & Accounts 2025
Independent auditor’s report to the members of Intermediate Capital Group plc continued
Overview
Strategic report
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Auditor’s report and financial statements
Other information
Other matters we are required to address
– Following the recommendation from the Audit Committee, we were appointed by the Parent Company on 21
July 2020 to audit the financial statements for itself and on behalf of the Group for the year ending 31 March
2021 and subsequent financial periods. Our appointment as auditor was approved by shareholders at the
Annual General Meeting on 21 July 2020.
– The period of total uninterrupted engagement including previous renewals and reappointments is five years,
covering the years ended 31 March 2021 to 31 March 2025.
– The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent
Company’s members those matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or
for the opinions we have formed.
Ashley Coups (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
20 May 2025
118
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|  | Year ended | Year ended
|  | 31 March 2025 | 31 March 2024
| Notes | £m | £m
Fee and other operating income | 3 | 676.0 | 554 .8
Finance income/(loss) | 5 | 10.2 | (10 .5)
Net gains on investments | 9 | 284.7 | 405 .3
Total Revenue |  | 970.9 | 94 9. 6
Other income | 8 | 19.5 | 2 1. 6
Finance costs | 10 | (43.7) | (4 9. 5)
Administrative expenses | 11 | (416.2) | (39 0. 5)
Share of results of joint ventures accounted for using the equity method | 28 | — | (0. 4)
Profit before tax from continuing operations |  | 530.5 | 53 0. 8
Tax charge | 13 | (79.3) | (6 2. 4)
Profit after tax from continuing operations |  | 451.2 | 46 8. 4
Profit after tax on discontinued operations |  | — | 6. 0
Profit for the year |  | 451.2 | 47 4. 4
Attributable to: |  |  |
Equity holders of the parent |  | 451.2 | 47 3. 4
Non-controlling interests |  | 0.0 | 1. 0
|  | 451.2 | 47 4. 4
Earnings per share attributable to ordinary equity |  |  |
holders of the parent |  |  |
Basic (pence) | 15 | 157.1p | 165 .5 p
Diluted (pence) | 15 | 153.8p | 162 .1 p
Earnings per share for profit from continuing operations attributable to ordinary equity holders of the parent |  |  |
Basic (pence) | 15 | 157.1p | 163 .4 p
Diluted (pence) | 15 | 153.8p | 160 .1 p

The accompanying notes 1 to 32 are an integral part of these financial statements.

| Year ended | Year ended
| 31 March 2025 | 31 March 2024
Group | £m | £m
Profit after tax | 451.2 | 474.4
Items that may be subsequently reclassified to profit or loss if specific conditions are met |  |
Exchange differences on translation of foreign operations | (11.6) | (4.6)
Deferred tax on equity investments translation | 1.5 | (0.2)
Total comprehensive income for the year | 441.1 | 469 .6
Attributable to: |  |
Equity holders of the parent | 441.1 | 468.6
Non-controlling interests | 0.0 | 1. 0
| 441.1 | 469 .6

119
ICG Annual Report & Accounts 2025
Consolidated income statement Consolidated statement of comprehensive income
for the year ended 31 March 2025 for the year ended 31 March 2025
Overview
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Other information

|  | 31 March 2025 | 31 March 2024
|  | Group | Group
| Notes | £m | £m
Non-current assets |  |  |
Intangible assets | 16 | 15.6 | 15.0
Property, plant and equipment | 17 | 70.7 | 79.2
Investment property | 18 | 122.3 | 82.7
Trade and other receivables | 19 | 29.3 | 36.1
Financial assets at fair value | 5 | 7,679.9 | 7,391.5
Derivative financial assets | 5 | — | 4.9
Deferred tax asset | 13 | 35.6 | 36.4
|  | 7,953.4 | 7,645.8
Current assets |  |  |
Trade and other receivables | 19 | 442.8 | 389.6
Current tax debtor |  | 10.1 | 19.1
Financial assets at fair value | 5 | 49.8 | 73.2
Derivative financial assets | 5 | 26.3 | 4.4
Cash and cash equivalents | 6 | 860.2 | 990.0
|  | 1,389.2 | 1,476.3
Total assets |  | 9,342.6 | 9,122.1

|  | 31 March 2025 | 31 March 2024
|  | Group | Group
| Notes | £m | £m
Non-current liabilities |  |  |
Trade and other payables | 20 | 50.3 | 66.0
Financial liabilities at fair value | 5, 7 | 4,858.2 | 4,602.3
Financial liabilities at amortised cost | 7 | 1,074.0 | 1,197.0
Other financial liabilities | 7 | 131.1 | 99.2
Deferred tax liabilities | 13 | 6.7 | 22.4
|  | 6,120.3 | 5,986.9
Current liabilities |  |  |
Trade and other payables | 20 | 559.3 | 529.2
Current tax creditor |  | 52.1 | 37.8
Financial liabilities at amortised cost | 7 | 101.9 | 250.4
Other financial liabilities | 7 | 9.8 | 8.9
Derivative financial liabilities | 5, 7 | 8.3 | 9.2
|  | 731.4 | 835.5
Total liabilities |  | 6,851.7 | 6,822.4
Equity and reserves |  |  |
Called up share capital | 22 | 77.3 | 77.3
Share premium account | 22 | 181.3 | 181.3
Other reserves |  | 29.4 | 55.8
Retained earnings |  | 2,203.0 | 1,987.5
Equity attributable to owners of the Company |  | 2,491.0 | 2,301.9
Non-controlling interest |  | (0.1) | (2.2)
Total equity |  | 2,490.9 | 2,299.7
Total equity and liabilities |  | 9,342.6 | 9,122.1

The accompanying notes 1 to 32 are an integral part of these financial statements.
The financial statements of Intermediate Capital Group plc (Company Registration Number: 02234775) were
approved and authorised for issue by the Board of Directors on 20 May 2025 and were signed on its behalf by:
Benoît Durteste David Bicarregui
Chief Executive Officer Chief Financial Officer
120
ICG Annual Report & Accounts 2025
Consolidated statement of financial position
as at 31 March 2025
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information

|  | 31 March 2025 | 31 March 2024
|  | Group | Group
|  | £m | £m
Cash flows generated from operations |  | 204.5 | 297.1
Taxes paid |  | (68.4) | (41.2)
Net cash flows from operating activities | 30 | 136.1 | 255.9
Investing activities |  |  |
Purchase of intangible assets | 16 | (5.9) | (6.3)
Purchase of property, plant and equipment | 17 | (0.7) | (3.2)
Net cash flow from derivative financial instruments |  | 22.4 | 31.5
Cash flow as a result of change in control of subsidiary |  | 260.3 | 49.5
Net cash flows from investing activities |  | 276.1 | 71.5
Financing activities |  |  |
Purchase of own shares | 23 | (42.4) | —
Payment of principal portion of lease liabilities | 7 | (12.2) | (8.4)
Repayment of long-term borrowings |  | (241.1) | (50.7)
Dividends paid to equity holders of the parent | 14 | (228.9) | (223.4)
Net cash flows used in financing activities |  | (524.6) | (282.5)
Net (decrease)/increase in cash and cash equivalents |  | (112.4) | 44.9
Effects of exchange rate differences on cash and cash equivalents |  | (17.4) | (12.4)
Cash and cash equivalents at 1 April | 6 | 990.0 | 957.5
Cash and cash equivalents at 31 March | 6 | 860.2 | 990.0

The Group’s cash and cash equivalents include £2 55 .4m (2024: £3 62 .6m) of restricted cash held principally by structured entities controlled by the Group (see note 6).
The accompanying notes 1 to 32 are an integral part of these financial statements.
121
ICG Annual Report & Accounts 2025
Consolidated statement of cash flows
for the year ended 31 March 2025
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information

|  |  |  | Other reserves |  |  |  |  |  |
|  |  |  | Share-based |  | Foreign |  |  |  |
| Share | Share | Capital | payments | Own | currency |  |  | Non- |
| capital | premium | redemption | reserve | shares 2 | translation | Retained |  | controlling | Total
| (note 22) | (note 22) | reserve | (note 24) | (note 23) | reserve 1 | earnings | Total | interests | equity
Group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m
Balance at 1 April 2024 | 77 .3 | 181.3 | 5.0 | 90.7 | (79.2) | 39.3 | 1,987.5 | 2,301.9 | (2.2) | 2,299.7
Profit after tax | — | — | — | — | — | — | 451.2 | 451.2 | 0.0 | 451.2
Exchange differences on translation of foreign operations | — | — | — | — | — | (11.6) | — | (11.6) | — | (11.6)
Deferred tax on equity investments translation | — | — | — | — | — | 1.5 | — | 1.5 | — | 1.5
Total comprehensive income/(expense) for the year | — | — | — | — | — | (10.1) | 451.2 | 441.1 | 0.0 | 441.1
Adjustment of non-controlling interest on disposal of subsidiary | — | — | — | — | — | — | (2.1) | (2.1) | 2.1 | —
Issue of share capital | 0.0 | — | — | — | — | — | — | 0.0 | — | 0.0
Own shares acquired in the year | — | — | — | — | (42.4) | — | — | (42.4) | — | (42.4)
Options/awards exercised 2 | — | 0.0 | — | (39.0) | 17.7 | — | (4.7) | (26.0) | — | (26.0)
Tax on options/awards exercised | — | — | — | 1.8 | — | — | — | 1.8 | — | 1.8
Credit for equity settled share schemes | — | — | — | 45.6 | — | — | — | 45.6 | — | 45.6
Dividends paid (note 14) | — | — | — | — | — | — | (228.9) | (228.9) | — | (228.9)
Balance at 31 March 2025 | 77 .3 | 181.3 | 5.0 | 99.1 | (103.9) | 29.2 | 2,203.0 | 2,491.0 | (0.1) | 2,49 0.9

|  |  |  | Other reserves |  |  |  |  |  |
|  |  |  | Share-based |  | Foreign |  |  |  |
| Share | Share | Capital | payments | Own | currency |  |  | Non- |
| capital | premium | redemption | reserve | shares 2 | translation | Retained |  | controlling | Total
| (note 22) | (note 22) | reserve | (note 24) | (note 23) | reserve 1 | earnings | Total | interests | equity
Group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m
Balance at 1 April 2023 | 77 .3 | 180.9 | 5.0 | 73.3 | (103.4) | 44.1 | 1,742.6 | 2,019.8 | 25.4 | 2,045.2
Profit after tax | — | — | — | — | — | — | 473.4 | 473.4 | 1.0 | 474.4
Exchange differences on translation of foreign operations | — | — | — | — | — | (4.6) | — | (4.6) | — | (4.6)
Deferred tax on equity investments translation | — | — | — | — | — | (0.2) | — | (0.2) | — | (0.2)
Total comprehensive (expense) for the year | — | — | — | — | — | (4.8) | 473.4 | 468.6 | 1.0 | 469.6
Adjustment of non-controlling interest on disposal of subsidiary | — | — | — | — | — | — | — | — | (28.6) | (28.6)
Issue of share capital | 0.0 | — | — | — | — | — | — | 0.0 | — | 0.0
Options/awards exercised 2 | — | 0.4 | — | (33.7) | 24.2 | — | (5.1) | (14.2) | — | (14.2)
Tax on options/awards exercised | — | — | — | 7.2 | — | — | — | 7.2 | — | 7.2
Credit for equity settled share schemes | — | — | — | 43.9 | — | — | — | 43.9 | — | 43.9
Dividends paid (note 14) | — | — | — | — | — | — | (223.4) | (223.4) | — | (223.4)
Balance at 31 March 2024 | 77 .3 | 1 81. 3 | 5.0 | 90. 7 | (79. 2) | 39. 3 | 1,9 87.5 | 2,30 1.9 | (2 .2) | 2,29 9.7

1. Other comprehensive income/(expense) reported in the foreign currency translation reserve represents foreign exchange gains and losses on the translation of subsidiaries reporting in currencies other than sterling.
2. The movement in the Group Own shares reserve in respect of Options/awards exercised, represents the employee shares vesting net of personal taxes and social security. The associated personal taxes and social security liabilities are settled by the Group with the
equivalent value of shares retained in the Own shares reserve.
The accompanying notes 1 to 32 are an integral part of these financial statements.
122
ICG Annual Report & Accounts 2025
Consolidated statement of changes in equity
for the year ended 31 March 2025
Overview
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Other information
Non-current assets
Intangible assets
16 10.6 9.7
Property, plant and equipment
17 34.0 39.0
Investment in subsidiaries
27 1,959.6 1,919.4
Trade and other receivables
19 870.5 758.7
Financial assets at fair value
5 185.0 243.0
Derivative financial assets
5 — 4.9
3,059.7 2,974.7
Current assets
Trade and other receivables
19 79.9 37.3
Current tax debtor
13 36.6 40.4
Derivative financial assets
5 26.3 4.4
Cash and cash equivalents
6 433.1 464.4
575.9 546.5
Total assets
3,635.6 3,521.2
31 March 2025
Company
31 March 2024
Company
Notes £m £m
Non-current liabilities
Trade and other payables
20 0.2 0.3
Financial liabilities at amortised cost
7 1,074.0 1,197.0
Other financial liabilities
7 30.2 34.9
Deferred tax liabilities
13 3.7 7.7
1,108.1 1,239.9
Current liabilities
Trade and other payables
20 820.8 1,120.8
Financial liabilities at amortised cost
7 101.9 250.4
Other financial liabilities
7 4.5 4.4
Derivative financial liabilities
5, 7 10.6 9.2
937.8 1,384.8
Total liabilities
2,045.9 2,624.7
Equity and reserves
Called up share capital
22 77.3 77.3
Share premium account
22 181.3 181.3
Other reserves
61.3 54.7
Retained earnings
1,269.8 583.2
Total equity fully attributable to owners of the
Company
1,589.7 896.5
Total equity and liabilities
3,635.6 3,521.2
31 March 2025
Company
31 March 2024
Company
Notes £m £m
The Parent Company’s total profit for the year was £91 5. 5m (2024: Profit of £283.5m). The accompanying
notes 1 to 32 are an integral part of these financial statements.
The financial statements of Intermediate Capital Group plc (Company Registration Number: 02234775) were
approved and authorised for issue by the Board of Directors on 20 May 2025 and were signed on its behalf by:
Benoît Durteste David Bicarregui
Chief Executive Officer Chief Financial Officer
123
ICG Annual Report & Accounts 2025
Parent company statement of financial position
as at 31 March 2025
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
31 March 2025
Company
31 March 2024
Company
Notes £m £m
Cash flows used in operations
(94.1) (136.8)
Tax refund/(payment)
3.6 (24.2)
Net cash flows used in operating activities
30 (90.5) (161.0)
Investing activities
Purchase of intangible assets
16 (5.3)
(6.2)
Purchase of property, plant and equipment
17 (0.2)
(0.6)
Net cash flow from derivative financial instruments
22.4 31.4
Cash paid in respect of Group investing activities (acquisition of long-term assets)
(312.2)
(369.1)
Cash received in respect of Group investing activities (proceeds from long-term assets)
433.4
505.2
Advances to subsidiaries
—
(7.2)
Receipts from subsidiaries
—
4.1
Net cash flows from investing activities
138.1
157.6
Financing activities
Payment of principal portion of lease liabilities
7 (6.0)
(5.8)
Repayment of long-term borrowings
(241.1)
(50.7)
Dividends paid to equity holders of the parent
14 (228.9)
(223.4)
Advances received from subsidiaries
651.8
560.9
Repayment of amounts owed to subsidiaries
(626.7)
(373.0)
Advances received from subsidiaries (receipts of proceeds from long-term assets)
376.5
149.3
Net cash flows (used in)/from financing activities
(74.4)
57.3
Net (decrease)/increase in cash and cash equivalents
(26.8)
53.9
Effects of exchange rate differences on cash and cash equivalents
(4.5)
0.7
Cash and cash equivalents at 1 April
6 464.4 409.8
Cash and cash equivalents at 31 March
6 433.1 464.4
The accompanying notes 1 to 32 are an integral part of these financial statements.
124
ICG Annual Report & Accounts 2025
Parent company statement of cash flows
for the year ended 31 March 2025
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Other reserves
Share
capital
(note 22)
Share
premium
(note 22)
Capital
redemption
reserve
Share-based
payments reserve
(note 24)
Own
shares
(note 23)
Retained
earnings
Total
equity
Company
£m £m £m £m £m £m £m
Balance at 1 April 2024
77.3 181.3 5.0 71.0 (21.3) 583.2 896.5
Profit after tax
— — — — — 915.5 915.5
Total comprehensive income for the year
— — — — — 915.5 915.5
Issue of share capital
0.0 — — — — — —
Options/awards exercised
— 0.0 — (39.0) — — (39.0)
Credit for equity settled share schemes
— — — 45.6 — — 45.6
Dividends paid (note 14)
— — — — — (228.9) (228.9)
Balance at 31 March 2025
77.3 181.3 5.0 77.6 (21.3) 1,269.8 1,589.7
Other reserves
Share
capital
(note 22)
Share
premium
(note 22)
Capital
redemption
reserve
Share-based
payments reserve
(note 24)
Own
shares
(note 23)
Retained
earnings
Total
equity
Company
£m £m £m £m £m £m £m
Balance at 1 April 2023
77.3 180.9 5.0 60.8 (21.3) 523.1 825.8
Profit after tax
— — — — — 283.5 283.5
Total comprehensive income for the year
283.5 283.5
Issue of share capital
0.0 — — — — — —
Options/awards exercised
— 0.4 — (33.7) — — (33.3)
Credit for equity settled share schemes
— — — 39.5 — — 43.9
Dividends paid (note 14)
— — — — — (223.4) (223.4)
Balance at 31 March 2024
77.3 181.3 5.0 71.0 (21.3) 583.2 896.5
The accompanying notes 1 to 32 are an integral part of these financial statements.
125
ICG Annual Report & Accounts 2025
Parent company statement of changes in equity
for the year ended 31 March 2025
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
1. General information and basis of preparation
General information
Intermediate Capital Group plc (the ‘Parent Company’, ‘Company’ or ‘ICG plc’) is a public company limited by
shares, incorporated, domiciled and registered in England and Wales under the Companies Act, with the
company registration number 02234775. The registered office is Procession House, 55 Ludgate Hill, New
Bridge Street, London EC4M 7JW.
The consolidated financial statements for the year to 31 March 2025 comprise the financial statements of the
Parent Company and its consolidated subsidiaries (collectively, the ‘Group’). The nature of the Group’s
operations and its principal activities are detailed in the Strategic Report.
Basis of preparation
The consolidated financial statements of the Group and Company are prepared in accordance with UK-
adopted international accounting standards (‘UK-adopted IAS’) and, as regards the Parent Company financial
statements, as applied in accordance with the provisions of the Companies Act 2006. The Company has taken
advantage of section 408 of the Companies Act 2006 not to present the Parent Company profit and loss
account.
The financial statements have been prepared on a going concern basis.
In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and other factors that
are considered to be relevant. Actual results may differ from these estimates.
The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects only
that period, or in the period of the revision and future periods if the revision affects both current and future
periods. Details of the critical judgements made, and key sources of estimation uncertainty, are included in note
1 and in the note to which the critical judgement or source of estimation uncertainty relates.
In preparing the financial statements, the Directors have considered the impact of potential climate-related
risks on a number of key estimates within the financial statements, including:
– the valuation of financial assets; and
– the application of the Group’s revenue recognition policy, primarily the impact on the net asset value (‘NAV’) of
funds on which performance-related fees are generated.
Overall, the Directors concluded that climate-related risks do not have a material impact on the financial
reporting judgements and estimates in the current year. This reflects the conclusion that climate change is not
expected to have a significant impact on the Group’s short-term cash flows including those considered in the
going concern and viability assessments.
Basis of consolidation
The Group’s financial statements consolidate the results of Intermediate Capital Group plc and entities
controlled by the Company for the period to 31 March each year. Control is achieved when the Company has
power over the relevant activities of the investee, exposure to variable returns from the investee, and the
ability to affect those returns through its power over the investee.
The assessment of control is based on all relevant facts and circumstances and the Group reassesses its
conclusion if there is an indication that there are changes in facts and circumstances. Subsidiaries are included
in the consolidated financial statements from the date that control commences, until the date that control
ceases. See note 27 which lists the Group’s subsidiaries and controlled structured entities.
Each component of other comprehensive income and profit or loss is attributed to the owners of the Company.
Adjustments are made where required to the financial statements of subsidiaries for consistency with the
accounting policies of the Group. All intra-group transactions, balances, unrealised income and expenses are
eliminated on consolidation.
126
ICG Annual Report & Accounts 2025
Notes to the financial statements
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
1. General information and basis of preparation continued
Key accounting judgements and estimates in the application of accounting policies
Key accounting judgements
In preparing the financial statements, two key accounting judgements have been made by the Directors in the
application of the Group’s accounting policies which have the most significant effect on the amounts
recognised in the consolidated financial statements:
i. The Group’s assessment as to whether it controls certain investee entities, including third-party funds and
carried interest partnerships, and is therefore required to consolidate the investee, as detailed above. The
Group’s assessment of this critical judgement is discussed further in note 27.
ii. The application of the Group’s revenue recognition policy in respect of the performance fee component of
management fees. Judgement is primarily applied in considering the timings of when expected performance
conditions will be met and the appropriate constraint to be applied. The Group’s assessment of this key
accounting judgement is discussed further in note 3.
Key sources of estimation uncertainty
The key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year, results from
the Group’s assessment of fair value of its financial assets and liabilities (discussed further in note 5 and note 7)
and the impact of this assessment on trade and other payables related to the Deal Vintage Bonus (‘DVB’) - see
notes 12 and 20.
Key accounting judgements and the Group’s assessment of fair value of its financial assets and liabilities are
reviewed by the Audit Committee during the year and its involvement in the process is included in its report on
page 81.
Foreign currencies
The functional currency of the Company is sterling as the Company’s shares are denominated in sterling and
the Company’s costs are primarily incurred in sterling. The Group has determined the presentational currency
of the Group is the functional currency of the Company. Information is presented to the nearest million (£m).
Transactions denominated in foreign currencies are translated using the exchange rates prevailing at the date
of the transactions. At each reporting date, monetary assets and liabilities denominated in a foreign currency
are retranslated at the rates prevailing at the reporting date. Non-monetary assets and liabilities denominated
in foreign currencies that are measured at fair value are translated at the rate prevailing at the date the fair
value was determined. Non-monetary items that are measured at historical cost are translated using rates
prevailing at the date of the transaction.
The assets and liabilities of the Group’s foreign operations are translated using the exchange rates prevailing at
the reporting date. Income and expense items are translated using the average exchange rates during the year.
Exchange differences arising from the translation of foreign operations are taken directly to the foreign
currency translation reserve. On disposal of a foreign operation, exchange differences previously recognised in
other comprehensive income are reclassified to the income statement.
Going concern
The financial statements are prepared on a going concern basis, as the Board is satisfied that the Group have
the resources to continue in business for a period of at least 18 months from approval of the financial
statements.
In assessing the Group’s ability to continue in its capacity as a going concern, the Board considered a wide range
of information relating to present and future projections of profitability and liquidity. The assessment also
incorporates internally generated stress tests, including reverse stress testing, on key areas including fund
performance risk and external environmental risk. The stress tests used were based upon an assessment of
reasonably possible downside economic scenarios that the Group could be exposed to. Further information can
be found in the Viability Statement on page 29.
The review showed the Group has sufficient liquidity in place to support its business operations for the
foreseeable future. Accordingly, the Directors have a reasonable expectation the Group has resources to
continue as a going concern to 30 November 2026, an 18-month period from the date of approval of the
financial statements.
2. Changes in accounting policies and disclosures
New and amended standards and interpretations
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of
issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards,
if applicable, when they become effective. These new standards are not expected to have a material impact on
the Group. The implementation of IFRS 18 is not expected to have a material impact on the results or net assets
of the Group and the impact on the presentation of the consolidated financial statements is still being assessed.
No new standard implemented during the year had a material impact on the Group financial statements.

|  | Accounting periods
IFRS/IAS |  | commencing on or after
IAS 21 | Lack of Exchangeability | 1 January 2025
IFRS 9 | Amendment to IFRS 9 and IFRS 7 – Classification and | 1 January 2026
| Measurement of Financial Instruments |
IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027
IFRS 19 | Subsidiaries without Public Accountability: | 1 January 2027
| Disclosures |

Changes in material accounting policy information
No changes to material accounting policies were implemented. The accounting policies as set out in the notes
to the accounts have been applied consistently to all periods presented in these consolidated financial
statements.
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3. Revenue
Revenue and its related cash flows, within the scope of IFRS 15 ‘Revenue from Contracts with Customers’, are
derived from the Group’s fund management company activities and are presented net of any consideration
payable to a customer in the form of rebates. The significant components of the Group’s fund management
revenues are as follows:

| Year ended | Year ended
| 31 March 2025 | 31 March 2024
Type of contract/service | £m | £m
Management fees | 580.6 | 476.5
Performance-related management fees | 87.4 | 76.2
Other income | 8.0 | 2.1
Fee and other operating income | 676.0 | 554.8

Management fees
The Group earns management fees from its investment management services. Management fees are charged
on third-party capital managed by the Group and are based on an agreed percentage of either committed
capital, invested capital or NAV, dependent on the fund. Management fees comprise both non-performance
and performance-related fee elements related to one contract obligation. Non-performance-related
management fees for the year of £580.6m (2024: £476.5m) are charged in arrears and are recognised in the
period services are performed.
Performance-related management fees (‘performance fees’) are recognised only to the extent it is highly
probable that there will not be a significant reversal of the revenue recognised in the future. This is generally
towards the end of the contract period or upon early liquidation of a fund. The estimate of performance fees is
made with reference to the liquidation profile of the fund, which factors in portfolio exits and timeframes. For
certain funds the estimate of performance fees is made with reference to specific requirements. A constraint is
applied to the estimate to reflect uncertainty of future fund performance. Performance fees of £87.4m (2024:
£76.2m) have been recognised in the year. Performance fees reported within Revenue will only be crystallised
and received in cash when the relevant fund performance hurdle is met. For certain funds cash may be received
before the fund performance hurdle is met, these amounts are recognised within Revenue when the conditions
set out above are met.
There are no other individually significant components of revenue from contracts with customers.
Key accounting judgement
A key judgement for the Group is whether performance fees will meet their expected performance conditions
within the expected timeframes. The Group bases its assessment on the best available information pertaining
to the funds and the activity of the underlying assets within that fund. The valuation of the underlying assets
within a fund will be subject to fluctuations in the future, including the impact of macroeconomic factors
outside the Group’s control. The information on which this judgement is based is the liquidation NAV of the
relevant funds (which are subject to annual audit).
The Directors base their projected views on a 24-month look-forward basis, the ‘forecast period’, from the year
end. The Directors believe they have a reasonable basis on which to judge expected exits and value within a 24-
month horizon, but not beyond that.
Within this forecast period, the Directors will consider funds that have either reached their hurdle rate or are
expected to reach the hurdle rate in the forecast period. In determining whether a fund is expected to reach the
hurdle rate, the key inputs are the latest expected repayment dates of the underlying assets and expected
proceeds on realisation, as approved by the Fund Investment Committees.
Where the hurdle date is expected to be reached within 24 months of the year end but performance fees are
not yet paid, a constraint will be applied within the determination of the performance fee receivable.
Application of the constraint limits the revenue recognised. This is assessed on a case-by-case basis.
The weighted-average constraint at the reporting date is 53% (2024: 56%). If the average constraint were to
increase by 10 percentage points to 63% (2024: 66%) this would result in a reduction in revenue of £3.68m
(2024: £15.88m). Conversely, a 10% decrease in constraint would result in an increase in revenue of £3.68m
(2024: £15.88m) being recognised in the income statement. In certain limited circumstances performance fees
received may be subject to clawback provisions if the performance of the fund deteriorates materially
following the receipt of performance fees.
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4. Segmental reporting
For management purposes, the Group is organised into two operating segments, the Fund Management Company (‘FMC’) and the Investment Company (‘IC’) which are also reportable segments. In identifying the Group’s
reportable segments, management considered the basis of organisation of the Group’s activities, the economic characteristics of the operating segments, and the type of products and services from which each reportable
segment derives its revenues. Total reportable segment figures are alternative performance measures (‘APM’).
The Executive Directors, the chief operating decision makers, monitor the operating results of the FMC and the IC for the purpose of making decisions about resource allocation and performance assessment. The Group does
not aggregate the FMC and IC as those segments do not have similar economic characteristics. Information about these segments is presented below.
The FMC earns fee income for the provision of investment management services and incurs the majority of the Group’s costs in delivering these services, including the cost of the investment teams and the cost of support
functions, primarily marketing, operations, information technology and human resources.
The IC is charged a management fee of 1% of the carrying value of the average balance sheet investment portfolio by the FMC and this is shown below as the Inter-segmental fee. It also recognises the fair value movement on
any hedging derivatives. The costs of finance, treasury and legal teams, and other Group costs primarily related to being a listed entity, are allocated to the IC. The remuneration of the Executive Directors is allocated equally to
the FMC and the IC.
The amounts reported for management purposes in the tables below are reconciled to the UK-adopted IAS reported amounts on the following pages.

|  | Year ended 31 March 2025 |  |  | Year ended 31 March 2024 |
|  |  | Reportable |  |  | Reportable
| FMC | IC | segments | FMC | IC | segments
| £m | £m | £m | £m | £m | £m
External fee income | 690.0 | — | 690.0 | 579.1 | — | 579.1
Inter-segmental fee | 24.6 | (24.6) | — | 25.0 | (25.0) | —
Other operating income | 2.8 | 1.7 | 4.5 | 0.9 | 1.0 | 1.9
Fund management fee income | 717.4 | (22.9) | 694.5 | 605.0 | (24.0) | 581.0
Net investment returns | — | 192.5 | 192.5 | — | 379.3 | 379.3
Dividend income | 48.3 | — | 48.3 | 47.0 | — | 47.0
Finance gain/(loss) | — | 8.3 | 8.3 | — | (7.3) | (7.3)
Total revenue | 765.7 | 177.9 | 943.6 | 652.0 | 348.0 | 1,000.0
Interest income | 0.3 | 19.2 | 19.5 | — | 21.5 | 21.5
Interest expense | (2.5) | (39.6) | (42.1) | (2.2) | (45.8) | (48.0)
Staff costs | (109.2) | (30.0) | (139.2) | (101.0) | (21.4) | (122.4)
Incentive scheme costs | (128.8) | (29.5) | (158.3) | (113.3) | (58.6) | (171.9)
Other administrative expenses | (64.1) | (27.2) | (91.3) | (61.0) | (20.4) | (81.4)
Profit before tax and discontinued operations | 461.4 | 70.8 | 532.2 | 374.5 | 223.3 | 597.8

—
Reconciliation of APM amounts reported for management purposes to the financial statements reported under UK-adopted IAS
The impact of the following statutory adjustments on profit before tax, included within Consolidated entities, are shown in the table on the next page:
– All income generated from the balance sheet investment portfolio is presented as net investment returns for Reportable segments purposes, under UK-adopted IAS it is presented within gains on investments and other
operating income.
– Structured entities controlled by the Group are presented as fair value investments for Reportable segments, these entities are consolidated under UK-adopted IAS within Consolidated entities.
– Seed investments are presented as current financial assets for Reportable segments, these assets are presented under UK-adopted IAS as current financial assets, non-current financial assets or investment property within
Consolidated entities.
– Other adjustments necessary to comply with UK-adopted IAS, including in respect of a fair value gain of £60m recognised in FY23 within Consolidated entities and subsequently recognised in FY24 within Reportable segments
as this asset is now expected to be sold to a third party and not transferred to a fund.
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Consolidated income statement

| Year ended 31 March 2025 |  |  | Year ended 31 March 2024 |  |
| Reportable | Consolidated | Financial | Reportable | Consolidated | Financial
| segments | entities | statements | segments | entities | statements
| £m | £m | £m | £m | £m | £m
Fund management fee income | 690.0 | (22.0) | 668.0 | 579.1 | (26.4) | 552.7
Other operating income | 4.5 | 3.5 | 8.0 | 1.9 | 0.2 | 2.1
Fee and other income | 694.5 | (18.5) | 676.0 | 581.0 | (26.2) | 554.8
Dividend income | 48.3 | (48.3) | — | 47.0 | (47.0) | —
Finance gain | 8.3 | 1.9 | 10.2 | (7.3) | (3.2) | (10.5)
Finance income/(loss) | 56.6 | (46.4) | 10.2 | 39.7 | (50.2) | (10.5)
Net investment returns/gains on investments | 192.5 | 92.2 | 284.7 | 379.3 | 26.0 | 405.3
Total revenue | 943.6 | 27.3 | 970.9 | 1,000.0 | (50.4) | 949.6
Other income | 19.5 | — | 19.5 | 21.5 | 0.1 | 21.6
Finance costs | (42.1) | (1.6) | (43.7) | (48.0) | (1.5) | (49.5)
Staff costs | (139.2) | — | (139.2) | (122.4) | — | (122.4)
Incentive scheme costs | (158.3) | — | (158.3) | (171.9) | — | (171.9)
Other administrative expenses | (91.3) | (27.4) | (118.7) | (81.4) | (14.8) | (96.2)
Administrative expenses | (388.8) | (27.4) | (416.2) | (375.7) | (14.8) | (390.5)
Share of results of joint ventures accounted for using equity method | — | — | — | — | (0.4) | (0.4)
Profit before tax and discontinued operations | 532.2 | (1.7) | 530.5 | 597.8 | (67.0) | 530.8
Tax charge | (79.8) | 0.5 | (79.3) | (78.5) | 16.1 | (62.4)
Profit after tax from discontinued operations | — | — | — | — | 6.0 | 6.0
Profit after tax and discontinued operations | 452.4 | (1.2) | 451.2 | 519.3 | (44.9) | 474.4

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Consolidated statement of financial position

|  | 2025 |  |  | 2024 |
| Reportable | Consolidated | Financial | Reportable | Consolidated | Financial
| segments | entities | statements | segments | entities | statements
Year ended 31 March 2025 | £m | £m | £m | £m | £m | £m
Non-current financial assets | 2,806.2 | 4,873.7 | 7,679.9 | 2,713.7 | 4,682.7 | 7,396.4
Other non-current assets | 150.0 | 123.5 | 273.5 | 166.5 | 82.9 | 249.4
Cash | 604.8 | 255.4 | 860.2 | 627.4 | 362.6 | 990.0
Current financial assets | 248.7 | (172.6) | 76.1 | 366.6 | (289.0) | 77.6
Other current assets | 270.2 | 182.7 | 452.9 | 299.1 | 109.6 | 408.7
Total assets | 4,079.9 | 5,262.7 | 9,342.6 | 4,173.3 | 4,948.8 | 9,122.1
Non-current financial liabilities | 1,136.1 | 4,927.2 | 6,063.3 | 1,266.4 | 4,632.1 | 5,898.5
Other non-current liabilities | 54.2 | 2.8 | 57.0 | 87.3 | 1.1 | 88.4
Current financial liabilities | 122.4 | (2.4) | 120.0 | 268.4 | 0.1 | 268.5
Other current liabilities | 271.2 | 340.2 | 611.4 | 255.8 | 311.2 | 567.0
Total liabilities | 1,583.9 | 5,267.8 | 6,851.7 | 1,877.9 | 4,944.5 | 6,822.4
Equity | 2,496.0 | (5.1) | 2,490.9 | 2,295.4 | 4.3 | 2,299.7
Total equity and liabilities | 4,079.9 | 5,262.7 | 9,342.6 | 4,173.3 | 4,948.8 | 9,122.1

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Consolidated statement of cash flows

|  | 2025 |
| Reportable | Consolidated | Financia l
| segments | entities | Statement s
| £m | £m | £ m
Profit/(loss) before tax from continuing operations | 532.2 | (1.7) | 530.5
Adjustments for non-cash items: |  |  |
Fee and other operating (income)/expense | (694.4) | 18.4 | (676.0 )
Net investment returns | (192.5) | (92.2) | (284.7 )
Net fair value gain on derivatives | (38.4) | — | (38.4)
Impact of movement in foreign exchange rates | 30.1 | (2.0) | 28.1
Dividend income | (48.3) | 48.3 | —
Interest income | (19.5) | — | (19.5 )
Interest expense | 42.1 | 1.6 | 43.7
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets | 17.8 | — | 17.8
Share-based payment expense | 45.6 | — | 45.6
Working capital changes: |  |  |
Decrease/(increase) in trade receivables | 29.9 | (117.5) | (87.6 )
(Decrease)/increase in trade and other payables | (27.2) | 39.5 | 12.3
| (322.6) | (105.6) | (428.2 )
Proceeds from sale of seed investments | 285.6 | — | 285.6
Purchase of seed investments | (165.9) | — | (165.9 )
Purchase of investments | (519.7) | (2,440.9) | (2,960.6 )
Proceeds from sales and maturities of investments | 500.3 | 2,617.1 | 3,117.4
Proceeds from borrowing related to seed investments | — | 47.4 | 47.4
Issuance of CLO notes | — | 577.0 | 577.0
Redemption of CLO notes | — | (1,085.0) | (1,085.0)
Interest and dividend income received | 172.0 | 392.4 | 564.4
Fee and other operating income received | 656.1 | 7.2 | 663.3
Interest paid | (41.2) | (369.7) | (410.9 )
Cash flow generated from/(used in) operations | 564.6 | (360.1) | 204.5
Taxes paid | (68.4) | — | (68.4 )
Net cash flows from/(used in) operating activities | 496.2 | (360.1) | 136.1

|  | 2025 |
| Reportable | Consolidated | Financial
| segments | entities | Statements
| £m | £m | £m
Investing activities |  |  |
Purchase of intangible assets | (5.9) | — | (5.9)
Purchase of property, plant and equipment | (0.7) | — | (0.7)
Net cash flow from derivative financial instruments | 22.4 | — | 22.4
Cash flow as a result of change in control of subsidiary | — | 260.3 | 260.3
Net cash flows from investing activities | 15.8 | 260.3 | 276.1
Financing activities |  |  |
Purchase of Own Shares | (42.4) | — | (42.4)
Payment of principal portion of lease liabilities | (12.2) | — | (12.2)
Repayment of long-term borrowings | (241.1) | — | (241.1)
Dividends paid to equity holders of the parent | (228.9) | — | (228.9)
Net cash flows used in financing activities | (524.6) | — | (524.6)
Net decrease in cash and cash equivalents | (12.6) | (99.8) | (112.4)
Effects of exchange rate differences on cash and cash |  |  |
equivalents | (9.8) | (7.6) | (17.4)
Cash and cash equivalents at 1 April | 627.2 | 362.8 | 990.0
Cash and cash equivalents at 31 March | 604.8 | 255.4 | 860.2

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|  | 2024 |
| Reportable | Consolidated | Financial
| segments | entities | Statements
| £m | £m | £m
Profit/(loss) before tax from continuing operations | 597.8 | (67.0) | 530.8
Adjustments for non-cash items: |  |  |
Fee and other operating (income)/expense | (581.0) | 26.2 | (554.8)
Net investment returns | (379.3) | (26.0) | (405.3)
Net fair value (gain)/loss on derivatives | (23.5) | 0.7 | (22.8)
Impact of movement in foreign exchange rates | 30.9 | 2.4 | 33.3
Interest income | (68.5) | 46.9 | (21.6)
Interest expense | 48.0 | 1.5 | 49.5
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets | 18.0 | — | 18.0
Share-based payment expense | 43.9 | 0 | 43.9
Working capital changes: |  |  |
Increase in trade receivables | (8.5) | (80.2) | (88.7)
Increase/(decrease) in trade and other payables | 50.5 | (68.2) | (17.7)
| (271.7) | (163.7) | (435.4)
Proceeds from sale of seed investments | 319.2 | — | 319.2
Purchase of seed investments | (312.1) | — | (312.1)
Purchase of investments | (322.5) | (1,407.2) | (1,729.7)
Proceeds from sales and maturities of investments | 403.0 | 1,830.1 | 2,233.1
Issuance of CLO notes | — | — | —
Redemption of CLO notes | — | (389.1) | (389.1)
Interest and dividend income received | 122.2 | 372.0 | 494.2
Fee and other operating income received | 492.0 | 4.4 | 496.4
Interest paid | (49.3) | (330.2) | (379.5)
Cash flow generated from/(used in) operations | 380.8 | (83.7) | 297.1
Taxes paid | (41.2) | — | (41.2)
Net cash flows from/(used in) operating activities | 339.6 | (83.7) | 255.9

|  | 2024 |
| Reportable | Consolidated | Financial
| segments | entities | Statements
| £m | £m | £m
Investing activities |  |  |
Purchase of intangible assets | (6.3) | — | (6.3)
Purchase of property, plant and equipment | (3.2) | — | (3.2)
Net cash flow from derivative financial instruments | 31.5 | — | 31.5
Cash flow as a result of acquisition of subsidiaries | — | 49.5 | 49.5
Net cash flows from investing activities | 22.0 | 49.5 | 71.5
Financing activities |  |  |
Payment of principal portion of lease liabilities | (8.4) | — | (8.4)
Repayment of long-term borrowings | (50.7) | — | (50.7)
Dividends paid to equity holders of the parent | (223.4) | — | (223.4)
Net cash flows used in financing activities | (282.5) | — | (282.5)
Net increase/decrease in cash and cash equivalents | 79.1 | (34.2) | 44.9
Effects of exchange rate differences on cash and cash |  |  |
equivalents | (1.7) | (10.7) | (12.4)
Cash and cash equivalents at 1 April | 550.0 | 407.5 | 957.5
Cash and cash equivalents at 31 March | 627.4 | 362.6 | 990.0

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4. Segmental reporting continued
Geographical analysis of non-current assets

| Year ended | Year ended
| 31 March 2025 | 31 March 2024
Asset Analysis by Geography | £m | £m
Europe (including UK) | 97.4 | 132.5
Asia Pacific | 127.2 | 62.5
North America | 48.9 | 54.4
Total | 273.5 | 249.4

Geographical analysis of Group revenue

| Year ended | Year ended
| 31 March 2025 | 31 March 2024
Income Analysis by Geography | £m | £m
Europe (including UK) | 672.5 | 726.5
Asia Pacific | 103.2 | 87.2
North America | 195.2 | 135.9
Total | 970.9 | 949.6

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5. Financial assets and liabilities
Accounting policy
Financial assets
Financial assets can be classified into the following categories: Amortised Cost, Fair Value Through Profit and Loss (‘FVTPL’) and Fair Value Through Other Comprehensive Income (‘FVOCI’). The Group has classified all
invested financial assets as FVTPL.
Financial assets at FVTPL are initially recognised and subsequently measured at fair value and transaction costs are recognised in the consolidated income statement immediately. A valuation assessment is performed on a
recurring basis with gains or losses arising from changes in fair value recognised through net gains on investments in the consolidated income statement. Dividends or interest earned on the financial assets are also included in
the net gains on investments. Exchange differences are included within finance income/(loss).
Where the Group holds investments in a number of financial instruments such as debt and equity in a portfolio company, the Group views their entire investment as a unit of account for valuation purposes. Industry standard
valuation guidelines such as the International Private Equity and Venture Capital (’IPEV’) Valuation Guidelines – December 2022, allow for a level of aggregation where there are a number of financial instruments held within a
portfolio company.
Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when substantially all the risks and rewards of ownership of the asset are transferred to another party. On
derecognition of a financial asset in its entirety, the difference between the asset’s carrying value amount and the sum of the consideration received and receivable, is recognised in profit or loss.
Key sources of estimation uncertainty on financial assets
Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable, willing parties in an arm’s length transaction at the reporting date. The fair value of investments is based on quoted
prices, where available. Where quoted prices are not available, the fair value is estimated in line with IFRS and industry standard valuation guidelines such as IPEV for direct investments in portfolio companies, and the Royal
Institute of Chartered Surveyors Valuation – Global Standards 2024 for investment property. These valuation techniques can be subjective and include assumptions which are not supportable by observable data. Details of
the valuation techniques and the associated sensitivities are further disclosed in this note on page 141.
Given the subjectivity of valuing investments in private companies, senior and subordinated notes of Collateralised Loan Obligation vehicles and investments in investment property, these are key sources of estimation
uncertainty, and as such the valuations are approved by the relevant Fund Investment Committees and Group Valuation Committee. The unobservable inputs relative to these in vestments are further detailed below.
Fair value measurements recognised in the statement of financial position
The information set out below provides information about how the Group and Company determines fair values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree to which the fair
value is observable.
– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities
– Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
– Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)
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5. Financial assets and liabilities continued
The following table summarises the valuation of the Group’s financial assets and liabilities by fair value hierarchy:

|  | As at 31 March 2025 |  |  |  | As at 31 March 2024 |  |
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total
Group | £m | £m | £m | £m | £m | £m | £m | £m
Financial assets |  |  |  |  |  |  |  |
Investment in or alongside managed funds 1 | 3.7 | 2.3 | 2,417.4 | 2,423.4 | 5.7 | 3.6 | 2,300.7 | 2,310.0
Consolidated CLOs and credit funds | — | 4,533.1 | 443.2 | 4,976.3 | — | 4,154.9 | 462.6 | 4,617.5
Derivative assets | — | 26.3 | — | 26.3 | — | 9.3 | — | 9.3
Investment in private companies 2 | — | — | 210.8 | 210.8 | — | — | 401.7 | 401.7
Investment in public companies | 4.3 | — | — | 4.3 | 4.5 | — | — | 4.5
Non-consolidated CLOs and credit funds | — | 86.1 | 28.8 | 114.9 | — | 111.3 | 19.7 | 131.0
Total financial assets 3 | 8.0 | 4,647.8 | 3,100.2 | 7,756.0 | 10.2 | 4,279.1 | 3,184.7 | 7,474.0
Financial liabilities |  |  |  |  |  |  |  |
Liabilities of consolidated CLOs and credit funds | — | (4,560.3) | (297.9) | (4,858.2) | — | (4,415.6) | (186.7) | (4,602.3)
Derivative liabilities | — | (8.3) | — | (8.3) | — | (9.2) | — | (9.2)
Total financial liabilities | — | (4,568.6) | (297.9) | (4,866.5) | — | (4,424.8) | (186.7) | (4,611.5)

1. Level 3 investments in or alongside managed funds includes £1,325.5m Corporate Investments (2024: £1,212.3m), £508.0m Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences and CPE (2024: £517.9m), £42.3m Senior Debt Partners (2024: £58.2m), £64.4m
North America Credit Partners (2024: £82.1m), £384.8m real asset funds (2024: £399.6m), £60.8m Seed and £31.4m credit funds (2024: £16.8m).
2. Level 3 Investment in private companies includes £172.0m Structured Capital and Secondaries (2024: £359.9m) and £38.8m of real estate funds (2024: £41.8m).
3. Total financial assets correspond to the sum of non-current and current financial assets at fair value and the sum of current derivative assets on the face of the balance sheet.
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Fair value hierarchy
The following table summarises the valuation of the Company’s financial assets and liabilities by fair value hierarchy.

|  | As at 31 March 2025 |  |  |  | As at 31 March 2024 |  |
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total
Company | £m | £m | £m | £m | £m | £m | £m | £m
Financial Assets |  |  |  |  |  |  |  |
Investment in or alongside managed funds | 3.6 | — | 102.0 | 105.6 | 5.8 | — | 128.3 | 134.1
Derivative assets | — | 26.3 | — | 26.3 | — | 9.3 | — | 9.3
Investment in private & public companies | 2.3 | — | 77.1 | 79.4 | — | — | 87.1 | 87.1
Senior and subordinated notes of CLO vehicles | — | — | — | — | — | — | 21.8 | 21.8
Total assets | 5.9 | 26.3 | 179.1 | 211.3 | 5.8 | 9.3 | 237.2 | 252.3
Financial Liabilities |  |  |  |  |  |  |  |
Derivative liabilities | — | 10.6 | — | 10.6 | — | 9.2 | — | 9.2
Total liabilities | — | 10.6 | — | 10.6 | — | 9.2 | — | 9.2

Valuations
Valuation process
The Group Valuation Committee (‘GVC’) is responsible for reviewing and concluding on the fair value of the Group’s balance sheet investment positions in accordance with the Group’s Valuation Policy. This includes
consideration of the valuations received from the underlying funds. The GVC reviews the fair values on a quarterly basis and reports to the Audit Committee semi-annually. The GVC is independent of the boards of directors of
the funds, and no member of the GVC is a member of either the Group’s investment teams or fund Investment Committees (‘ICs’).
The ICs are responsible for the review, challenge, and approval of the underlying funds’ valuations of their assets. Sources of the valuation reviewed by the ICs include the ICG investment team, third-party valuation services and
third-party fund administrators as appropriate. The IC’s provide those valuations to the Group, as an investor in the fund assets. The IC’s are also responsible for escalating significant events regarding the valuation to the
Group), for example change in valuation methodologies, potential impairment events, or material judgements.
The table on page 147 outlines in more detail the range of valuation techniques, as well as the key unobservable inputs for each category of Level 3 assets and liabilities.
Investment in or alongside managed funds
When fair values of publicly traded closed-ended funds and open-ended funds are based on quoted market prices in an active market for identical assets without any adjustments, the instruments are included within Level 1 of
the hierarchy. The Group values these investments at bid price for long positions.
The Group also co-invests with funds, including credit and private equity secondary funds, which are not quoted in an active market. The Group assesses the valuation techniques and inputs used by these funds to ensure they are
reasonable, appropriate and consistent with the principles of fair value. The latest available NAV of these funds are generally used as an input into measuring their fair value. The NAV of the funds are adjusted, as necessary, to
reflect restrictions on redemptions, and other specific factors relevant to the funds. In measuring fair value, consideration is also given to any transactions in the interests of the funds. The Group classifies these funds as Level 3.
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Investment in private companies
The Group takes debt and equity stakes in companies that are, other than on very rare occasions, not quoted in an active market and uses either a market-based valuation technique or a discounted cash flow technique to value
these positions.
The Group’s investments in private companies are held at fair value using the most appropriate valuation technique based on the nature, facts and circumstances of the private company. The first of two principal valuation
techniques is a market comparable companies technique. The enterprise value (‘EV’) of the portfolio company is determined by applying an earnings multiple, taken from comparable companies, to the profits of the portfolio
company. The Group determines comparable private and public companies, based on industry, size, location, leverage and strategy, and calculates an appropriate multiple for each comparable company identified. The second
principal valuation technique is a discounted cash flow (‘DCF’) approach. Fair value is determined by discounting the expected future cash flows of the portfolio company to the present value. Various assumptions are utilised as
inputs, such as terminal value and the appropriate discount rate to apply. Typically, the DCF is then calibrated alongside a market comparable companies approach. Alternate valuation techniques may be used where there is a
recent offer or a recent comparable market transaction, which may provide an observable market price and an approximation to fair value of the private company. The Group classified these assets as Level 3.
Investment in public companies
Quoted investments are held at the last traded bid price on the reporting date. When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the contract is
recognised on the trade date.
Investment in loans held in consolidated structured entities
The loan asset portfolios of the consolidated structured entities are valued using observable inputs such as recently executed transaction prices in securities of the issuer or comparable issuers and from independent loan pricing
sources. To the extent that the significant inputs are observable the Group classifies these assets as Level 2 and assets with unobservable inputs are classified as Level 3. Level 3 assets are valued using a discounted cash flow
technique and the key inputs under this approach are detailed on page 147.
Derivative assets and liabilities
The Group uses market-standard valuation models for determining fair values of over-the-counter interest rate swaps, currency swaps and forward foreign exchange contracts. The most frequently applied valuation techniques
include forward pricing and swap models, using present value calculations. The models incorporate various inputs including both credit and debit valuation adjustments for counterparty and own credit risk, foreign exchange
spot and forward rates and interest rate curves. For these financial instruments, significant inputs into models are market observable and are included within Level 2.
Senior and subordinated notes of CLO vehicles
The Group holds investments in the senior and subordinated notes of the CLOs it manages, predominately driven by European Union risk-retention requirements. The Group employs DCF analysis to fair value these
investments, using several inputs including constant annual default rates, prepayments rates, reinvestment rates, recovery rates and discount rates. The DCF analysis at the reporting date shows that the senior notes are
typically expected to recover all contractual cash flows, including under stressed scenarios, over the life of the CLOs. Observable inputs are used in determining the fair value of senior notes and these instruments are therefore
classified as Level 2. Unobservable inputs are used in determining the fair value of subordinated notes, which are therefore classified as Level 3 instruments.
Liabilities of consolidated CLO vehicles
Rated debt liabilities of consolidated CLOs are generally valued at par plus accrued interest, which we assess as fair value. This is supported by an assessment of the valuation of the CLO loan asset portfolio. As a result we deem
these liabilities as Level 2.
Unrated/subordinated debt liabilities of consolidated CLOs are valued directly in line with the fair value of the CLO loan asset portfolios. These underlying assets mostly comprise observable loan securities traded in active
markets. The underlying assets are reported in both Level 2 and Level 3. As a result of this methodology of deriving the valuation of unrated/subordinated debt liabilities from a combination of Level 2 and Level 3 asset values,
we deem these liabilities to be Level 3.
Real assets
To the extent that the Group invests in real estate assets, whether through an investment in a managed fund or an investment in a private company, the assets may be classified as either a financial asset (investment in a
managed fund) or investment property (investment in a controlled private company) in accordance with IAS 40 ‘Investment Property’. The fair values of the directly held material investment properties have been recorded
based on independent valuations prepared by third-party real estate valuation specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2024. At the end of each reporting period, the
Group reviews its assessment of the fair value of each property, taking into account the most recent independent valuations. The Directors determine a property value within a range of reasonable fair value estimates, based on
information provided.
All resulting fair value estimates for investment properties are included in Level 3.
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Reconciliation of Level 3 fair value measurement of financial assets
The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within
gains on investments, and foreign exchange gains/(losses) are included within finance income/(loss). Transfers between levels take place when there are changes to the observability of inputs used in the valuation of these
assets. This is determined based on the year-end valuation and transfers therefore take place at the end of the reporting period.

|  | Investment in |  |  |
| Investment in or | loans held in |  | Subordinated |
| alongside | consolidated | Investment in | notes of CLO |
| managed funds | entities | private companies | vehicles | Total
Group | £m | £m | £m | £m | £m
At 1 April 2024 | 2,300.7 | 462.6 | 401.7 | 19.7 | 3,184.7
Total gains or losses in the income statement |  |  |  |  |
– Net investment return 2 | 177.1 | 16.1 | 30.1 | (1.3) | 222.0
– Foreign exchange | (41.8) | (10.0) | (10.1) | (0.2) | (62.1)
Purchases | 534.7 | 319.5 | 4.8 | 37.3 | 896.3
Exit proceeds | (565.4) | (233.2) | (203.6) | (26.7) | (1,028.9)
Transfers in 1 | — | 42.7 | — | — | 42.7
Transfers out 1 | — | (154.5) | — | — | (154.5)
Reclassification 3 | 12.1 | — | (12.1) | — | —
At 31 March 2025 | 2,417.4 | 443.2 | 210.8 | 28.8 | 3,100.2

1. During the year certain assets in Investments in loans held in consolidated entities were reassessed as Level 3 (from Level 2) or Level 2 (from Level 3) and these changes are reported as a transfers in or transfers out in the year.
2. Included within net investment returns are £183.6m of unrealised gains (which includes accrued interest).
3. During the year the Group reclassified certain investments in private companies into investments in or alongside managed funds.

|  | Investment in |  |  |  |
| Investment in or | loans held in |  | Subordinated |  |
| alongside | consolidated | Investment in | notes of CLO | Disposal groups |
| managed funds | entities | private companies | vehicles | held for sale | Total
Group | £m | £m | £m | £m |  | £m
At 1 April 2023 | 2,144.3 | 567.7 | 100.4 | 7.5 | 163.2 | 2,983.1
Total gains or losses in the income statement |  |  |  |  |  |
– Net investment return 2 | 284.0 | 11.5 | 14.4 | 2.9 | 63.3 | 376.1
– Foreign exchange | (50.7) | (14.0) | (4.3) | (0.4) | 3.4 | (66.0)
Purchases | 301.8 | 234.2 | 74.5 | 9.7 | 213.1 | 833.3
Exit proceeds | (378.7) | (195.6) | (19.1) | — | (207.2) | (800.6)
Transfers in 1 | — | 96.9 | — | — |  | 96.9
Transfers out 1 | — | (238.1) | — | — |  | (238.1)
Reclassification 3 | — | — | 235.8 | — | (235.8) | —
At 31 March 2024 | 2,300.7 | 462.6 | 401.7 | 19.7 | — | 3,184.7

1. During the year certain assets in Investments in loans held in consolidated entities were reassessed as Level 3 (from Level 2) and these changes are reported as a transfer in the year.
2. Included within net investment returns are £345.1m of unrealised gains (which includes accrued interest).
3. During the year the Group reclassified all its financial assets previously included in disposal groups held for sale into investments in private companies.
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|  | 2025 |  |  |  | 2024 |  |
| Investment in or |  | Subordinated |  | Investment in or |  | Subordinated |
| alongside | Investment in | notes of CLO |  | alongside | Investment in | notes of CLO |
| managed funds | private companies | vehicles | Total | managed funds | private companies | vehicles | Total
Company | £m | £m | £m | £m | £m | £m | £m | £m
At 1 April 2024 | 128.4 | 87.1 | 21.8 | 237.3 | 171.6 | 86.1 | 23.8 | 281.5
Total gains or losses in the income statement |  |  |  |  |  |  |  |
– Net investment return | 5.3 | (2.9) | 1.3 | 3.7 | (1.0) | 4.6 | (1.4) | 2.2
– Foreign exchange | (2.1) | (2.9) | (0.6) | (5.6) | (2.7) | (3.0) | (0.6) | (6.3)
Purchases | 20.8 | 3.7 | — | 24.5 | 27.4 | — | — | 27.4
Exit proceeds | (50.4) | (7.9) | (22.5) | (80.8) | (66.9) | (0.6) | — | (67.5)
At 31 March 2025 | 102.0 | 77.1 | — | 179.1 | 128.4 | 87.1 | 21.8 | 237.3

Reconciliation of Level 3 fair value measurements of financial liabilities
The following tables sets out the movements in reoccurring financial liabilities valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included
within gains on investments, and foreign exchange gains/(losses) are included within finance income/(loss). Transfers in and out of Level 3 financial liabilities were due to changes to the observability of inputs used in the
valuation of these liabilities. During the year ended 31 March 2025 changes in the fair value of the assets of consolidated credit funds resulted in a reduction in the fair value of the financial liabilities of those consolidated credit
funds, reported as a ‘fair value gain’ in the table below.

| 2025 | 2024
| Financial liabilities | Financial liabilities
| designated as | designated as
| FVTPL | FVTPL
Group | £m | £m
At 1 April | 186.7 | 64.7
Total gains or losses in the income statement |  |
– Fair value gains | 10.6 | 102.3
– Foreign exchange gain | (3.9) | (1.7)
Purchases | 68.9 | 21.4
Transfer between levels | 35.6 | —
At 31 March | 297.9 | 186.7

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Valuation inputs and sensitivity analysis
The following table summarises the inputs and estimates used for items categorised in Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis:

| Fair Value | Fair Value |  |  |  | 31 March 2025 |  | Effect on Fair |  | 31 March 2024 | Effect on Fair
Group assets | As at | As at |  |  |  | Weighted |  | Value |  | Weighted | Value
| 31 March 2025 | 31 March 2024 |  | Key Unobservable |  | Average/ Fair | Sensitivity/ | 31 March 2025 |  | Average/ Fair | 31 March 2024
|  |  | Primary Valuation Techniques 1 | Inputs | Range | Value Inputs | Scenarios |  | Range | Value Inputs |
| £m | £m |  |  |  |  |  | £m |  |  | £m
Structured Capital: Corporate | 1,466.9 | 1,490.6 | Market comparable companies | Earnings multiple | 7.5x – 27.5x | 14.0x | +10% Earnings multiple³ | 135.2 | 5.0x – 29.0x | 15.1x | 187.6
Investments |  |  | Discounted cash flow | Discount rate | 7.6% - 20.9% | 10.6% | -10% Earnings multiple³ | (138.8) | 7.5% - 20.5% | 11.2% | (187.6)
|  |  | calibrated to market |  |  |  |  |  |  |  |
|  |  | comparable companies 2 |  |  |  |  |  |  |  |
|  |  |  | Earnings multiple | 4.9x – 23.1x | 13.3x |  |  | 6.1x – 21.5x | 11.8x |
Structured Capital & Secondaries: | 537.4 | 482.6 | Third-party valuation / funding | N/A | N/A | N/A | +10% valuation | 53.7 | N/A | N/A | 48.3
Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences, CPE |  |  | round value |  |  |  | -10% valuation | (53.7) |  |  | (48.3)
Seed Investments | 120.8 | 149.4 | Various |  |  |  | +10% valuation | 12.1 |  |  | 14.9
|  |  |  |  |  |  | -10% valuation | (12.1) |  |  | (14.9)
Debt: Private Debt: North | 65.7 | 91.7 | Market comparable companies | Earnings multiple | 9.5x – 21.0x | 14.3x | +10% Earnings multiple³ | 5.9 | 5.5x – 29.0x | 14.1x | 9.7
American Credit Partners |  |  |  |  |  |  | -10% Earnings multiple³ | (5.9) |  |  | (9.7)
Debt: Private Debt: Senior Debt | 42.3 | 58.2 |  | Probability of default | 0.8%-2.1% | 1.0% | Upside case | — | 1.0%-2.2% | 1.0% | —
Partners |  |  | Discounted cash flow | Loss given default | 36.0 % | 36.0% | Downside case | (0.3) | 32.2% | 32.2% | (0.5)
|  |  |  | Maturity of loan | 3 years | 3 years |  |  | 3 years | 3 years |
|  |  |  | Effective interest rate | 9.7%-9.8% | 9.8% |  |  | 9.6%-11.5% | 11.2% |
Debt: Credit: Non-consolidated | 7.7 | 19.7 |  | Discount rate | 10.5% - 38.5% | 20.0% |  |  | 15.0% - 15.5% | 15.1% |
CLOs and credit funds |  |  |  | Default rate | 2.0% | 2.0% | Upside case 4 | 21.6 | 3.0% - 4.5% | 3.3% | 22.8
|  |  | Third-party valuation: |  |  |  | 4 |  |  |  |
|  |  | Discounted cash flow | Prepayment rate % | 15.0%-25.0% | 21.0% | Downside case | (19.9) | 15.0% -20.0% | 19.5% | (23.8)
|  |  |  | Recovery rate % | 65.0% | 65.0% |  |  | 75.0% | 75.0% |
|  |  |  | Reinvestment price | 99.0%-99.5% | 99.4% |  |  | 99.5% | 99.5% |
Debt: Credit: Consolidated CLOs | 443.2 | 462.6 | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | 44.3 | N/A | N/A | 46.3
and credit funds |  |  |  |  |  |  | -10% Third-party valuation | (44.3) |  |  | (46.3)
Debt: Credit: Liquid Funds | 31.4 | 30.6 | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | 3.1 | N/A | N/A | 3.1
|  |  |  |  |  |  | -10% Third-party valuation | (3.1) |  |  | (3.1)
Real Assets | 384.8 | 399.3 | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | 38.5 | N/A | N/A | 39.9
|  |  | LTV-based impairment model | N/A | N/A | N/A | -10% Third-party valuation | (38.5) | N/A | N/A | (39.9)
Total financial assets | 3,100.2 | 3,184.7 |  |  |  |  | Total Upside sensitivity | 314.4 |  |  | 372.5
|  |  |  |  |  |  | Total Downside sensitivity | (316.6) |  |  | (374.1)
Liabilities of Consolidated CLOs | (297.9) | (186.7) | Third-party valuation | N/A | N/A | N/A | +10% Third-party valuation | (29.8) | N/A | N/A | (18.7)
and credit funds |  |  |  |  |  |  | -10% Third-party valuation | 29.8 |  |  | 18.7

Total financial liabilities
(297.9) (186.7)
1. Where the Group has co-invested with its managed funds, it is the type of the underlying investment, and the valuation techniques used for these underlying investments, that is set out here.
2. Where both discounted cash flow (“DCF”) and market comparable companies’ valuation techniques are performed, the valuation models are calibrated, and an earnings multiple is implied by the DCF valuation. Where this methodology is applied, the sensitivity has
been applied to the implied earnings multiple, using the market comparable companies’ valuation technique.
3. Investments in the following strategies are sensitised using the actual or implied earnings multiple to provide a consistent and comparable basis for this analysis: Corporate Investments, US Mid-Market, North America Credit Partners.
4. The sensitivity analysis is performed on the entire portfolio of subordinated notes of CLO vehicles that the Group has invested in with total value of £214.9m (2024: £187.7m). This value includes investments in CLOs that are not consolidated £7.7m (2024: £19.7m) and
investments in CLOs which are consolidated £207.2m (2024: £168.0m). The default rate applied was set at 2.0% until maturity, across the entire portfolio. The upside case is based on the default rate being lowered to 1.0% to maturity, keeping all other parameters
consistent .The downside case is based on the default rate being increased to 3.0% to maturity, keeping all other parameters consistent.
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Derivative financial instruments
Accounting policy
Derivative financial instruments for economic hedging
The Group holds derivative financial instruments to hedge foreign currency and interest rate exposures. Derivatives are recognised at fair value determined using independent third-party valuations or quoted market prices.
Changes in fair values of derivatives are recognised immediately in Finance loss in the Income Statement.
A derivative with a positive fair value is recognised as a financial asset while a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or non-current liability if
the remaining maturity of the instrument is more than 12 months from the reporting date, otherwise a derivative will be presented as a current asset or current liability.

|  | 2025 |  |  | 2024 |
| Contract or | Fair values |  | Contract or | Fair values |
| underlying |  |  | underlying |  |
| principal amount | Asset | Liability | principal amount | Asset | Liability
Group | £m | £m | £m | £m | £m | £m
Cross currency swaps | 100.6 | 3.9 | (6.1) | 118.8 | 6.2 | (5.5)
Foreign exchange forward contracts and swaps | 1,592.4 | 22.4 | (2.2) | 1,201.8 | 3.1 | (3.7)
Total | 1,693.0 | 26.3 | (8.3) | 1,320.6 | 9.3 | (9.2)

|  | 2025 |  |  | 2024 |
| Contract or | Fair values |  | Contract or | Fair values |
| underlying |  |  | underlying |  |
| principal amount | Asset | Liability | principal amount | Asset | Liability
Company | £m | £m | £m | £m | £m | £m
Cross currency swaps | 100.6 | 3.9 | (6.1) | 118.8 | 6.2 | (5.5)
Foreign exchange forward contracts and swaps | 1,552.0 | 22.4 | (4.5) | 1,201.8 | 3.1 | (3.7)
Total | 1,652.6 | 26.3 | (10.6) | 1,320.6 | 9.3 | (9.2)

The Group holds £6.1m of cash pledged as collateral by its counterparties as at 31 March 2025 (31 March 2024: £5.5m). All the Credit Support Annexes that have been agreed with our counterparties are fully compliant with
European Market Infrastructure Regulation ‘EMIR’.
The foreign exchange movements net of fair value gains/(losses) in derivatives during the year is £10.2m (2024: £(10.5)m). There was no change in fair value related to credit risk in relation to derivatives as at 31 March 2025
(31 March 2024: £nil).
Within the International Swaps and Derivatives Association (‘ISDA’) Master Agreements in place with our counterparties, in the event of a default, the close-out netting provision would result in all obligations under a contract
being terminated with a subsequent combining of positive and negative replacement values into a single net payable or receivable.
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6. Cash and cash equivalents

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Cash and cash equivalents |  |  |  |
Cash at bank and in hand | 860.2 | 990.0 | 433.1 | 464.4

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value. Cash and cash equivalents at the
end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as shown above.
The Group’s cash and cash equivalents include £255.4m (2024: £362.6m) of restricted cash, held principally by structured entities controlled by the Group. The Group does not have legal recourse to these balances as their sole
purpose is to service the interests of the investors in these structured entities.
7. Financial liabilities
Accounting policy
Financial liabilities, which include borrowings and listed notes and bonds (with the exception of financial liabilities designated as FVTPL), are initially recognised at fair value net of transaction costs and subsequently measured
at amortised cost using the effective interest rate method. Arrangement and commitment fees are included within the carrying value of financial liabilities.
Lease liabilities are initially measured at the present value of all the future lease payments. The present value at the inception of the lease is determined by discounting all future lease payments at the Group’s centrally
determined incremental borrowing rate at the date of inception of the lease. In calculating the present value of lease payments, the Group uses its incremental borrowing rate because the interest rate implicit in the lease is
not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.
Financial liabilities designated at fair value are initially recognised and subsequently measured at fair value on a recurring basis. Gains or losses arising from changes in fair value of derivative financial liabilities are recognised
in Finance loss in the income statement. Gains or losses arising from changes in fair value of liabilities of Structured entities controlled by the Group recognised through gains on investments in the income statement. The
Group has designated financial liabilities at fair value relating to consolidated structured entities to eliminate or significantly reduce an accounting mismatch.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expire.
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|  |  | 2025 |  | 2024 |
| Interest rate |  | Current | Non-current | Current | Non-current
Group | % | Maturity | £m | £m | £m | £m
Liabilities held at amortised cost |  |  |  |  |  |
– Private placement | 3.04% - 5.35% | 2025 - 2029 | 100.0 | 240.6 | 248.7 | 346.4
– Listed notes and bonds | 1.63% - 2.50% | 2027 - 2030 | 2.3 | 834.4 | 2.5 | 851.3
– Unsecured bank debt¹ | SONIA +1.15% | 2027 | (0.4) | (1.0) | (0.8) | (0.7)
Total Liabilities held at amortised cost |  |  | 101.9 | 1,074.0 | 250.4 | 1,197.0
Lease liabilities | 2.85% - 7.09% | 2025 - 2034 | 9.8 | 62.1 | 8.9 | 69.3
Borrowings related to seed investments | 1.77% - 6.20% | 2026 - 2029 | — | 69.0 | — | 29.9
Liabilities held at FVTPL: |  |  |  |  |  |
– Derivative financial liabilities |  |  | 8.3 | — | 9.2 | —
– Structured entities controlled by the Group | 0.65% - 9.58% | 2030 - 2038 | — | 4,858.2 | — | 4,602.3
|  |  | 120.0 | 6,063.3 | 268.5 | 5,898.5

1. Unsecured bank debt represents the value of associated fees which are amortised over the life of the facility.

|  |  | 2025 |  | 2024 |
| Interest rate |  | Current | Non-current | Current | Non-current
Company | % | Maturity | £m | £m | £m | £m
Liabilities held at amortised cost |  |  |  |  |  |
– Private placement | 3.04% - 5.35% | 2025 - 2029 | 100.0 | 240.6 | 248.7 | 346.4
– Listed notes and bonds | 1.63% - 2.50% | 2027 - 2030 | 2.3 | 834.4 | 2.5 | 851.3
– Unsecured bank debt¹ | SONIA +1.15% | 2027 | (0.4) | (1.0) | (0.8) | (0.7)
Total Liabilities held at amortised cost |  |  | 101.9 | 1,074.0 | 250.4 | 1,197.0
Lease liabilities | 3.60% | 2025 - 2031 | 4.5 | 30.2 | 4.4 | 34.9
Liabilities held at FVTPL |  |  |  |  |  |
– Derivative financial liabilities |  |  | 10.6 | — | 9.2 | —
|  |  | 117.0 | 1,104.2 | 264.0 | 1,231.9

1. Unsecured bank debt represents the value of associated fees which are amortised over the life of the facility.
The fair value of the Listed notes and bonds, being the market price of the outstanding bonds is £802.7m (2024: £788.9m). Listed notes and bonds at amortised cost would be classified as Level 2 and are valued using
observable market prices sourced from broker quotes, inter-dealer prices or other reliable pricing sources.
Details of the cash outflows related to leases are in the Consolidated statement of cash flows, interest expenses associated with lease liabilities are in note 10, the Right of Use (‘ROU’) assets and the income from subleasing ROU
assets are in note 17 and the maturity analysis of the lease liabilities are in note 21.
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7. Financial liabilities continued
Movement in financial liabilities arising from financing activities
The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year.

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
At 1 April | 1,525.6 | 1,622.1 | 1,486.7 | 1,580.3
Repayment of long term borrowings | (241.1) | (50.7) | (241.1) | (50.7)
Payment of principal portion of lease liabilities | (12.2) | (8.4) | (6.0) | (5.8)
Establishment of lease liability | 4.6 | 1.2 | — | —
Net interest movement | (0.1) | 1.7 | (1.6) | (0.9)
Foreign exchange movement | (29.0) | (40.3) | (27.4) | (36.2)
At 31 March | 1,247.8 | 1,525.6 | 1,210.6 | 1,486.7

8. Other income
Accounting policy
The Group earns interest on its cash balances, excluding balances within structured entities controlled by the Group. These amounts are recognised as income in the period in which it is earned.

| 2025 | 2024
| £m | £m
Interest income on cash deposits | 19.5 | 21.6
| 19.5 | 21.6

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9. Net gains on investments
Accounting policy
The Group recognises net gains and losses on investments comprising realised and unrealised gains and losses from disposals and revaluations of financial assets and financial liabilities measured at fair value. Dividends or
interest earned on the financial assets are also included in the net gains on investments.

| 2025 | 2024
| £m | £m
Financial assets |  |
Change in fair value of financial instruments mandatorily at FVTPL | 644.6 | 933.5
Financial liabilities |  |
Change in fair value of financial instruments designated at FVTPL | (359.9) | (528.2)
Net gains arising on investments | 284.7 | 405.3

10. Finance costs
Accounting policy
Interest expense on the Group’s debt, excluding financial liabilities within structured entities controlled by the Group, is recognised using the effective interest rate method based on the expected future cash flows of the
liabilities over their expected life. Financial liabilities within structured entities controlled by the Group are accounted for within Net gains and losses arising on investment (see note 9).
Interest expense associated with lease obligations represents the unwinding of the lease liability discount, are accounted for in accordance with IFRS 16 (see note 17).

| 2025 | 2024
Finance costs | £m | £m
Interest expense recognised on financial liabilities held at amortised cost | 36.5 | 42.2
Arrangement and commitment fees | 4.7 | 4.6
Interest expense associated with lease obligations | 2.5 | 2.7
| 43.7 | 49.5

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11. Administrative expenses
Further detail in respect of material administrative expenses reported on the income statement is set out below:

| 2025 | 2024
| £m | £m
Staff costs | 297.4 | 294.3
Amortisation and depreciation | 17.8 | 17.9
Operating lease expenses | 3.7 | 1.9
Auditor's remuneration | 2.7 | 2.5

Auditor’s remuneration includes fees for audit and non-audit services payable to the Group’s auditor, Ernst and Young LLP, and are analysed as below.

| 2025 | 2024
| £m | £m
ICG Group |  |
Audit fees |  |
Group audit of the annual accounts | 1.8 | 1.7
Audit of subsidiaries' annual accounts | 0.4 | 0.3
Audit of controlled CLOs | 0.1 | 0.1
Total audit fees | 2.3 | 2.1
Non-audit fees |  |
Audit-related assurance services | 0.2 | 0.2
Other assurance services | 0.2 | 0.2
Total non-audit fees | 0.4 | 0.4
Total auditor's remuneration incurred by the Group | 2.7 | 2.5

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12. Employees and Directors
Accounting policy
The Deal Vintage Bonus (‘DVB’) scheme forms part of the Group’s Remuneration Policy for investment executives. DVB is reported within Wages and salaries.
Payments of DVB are made in respect of plan years, which are aligned to the Group’s financial year. Payments of DVB are made only when the performance threshold for the plan year has been achieved on a cash basis and
proceeds are received by the Group. An estimate of the DVB liability for a plan year is developed based on the following inputs: expected realisation proceeds; expected timing of realisations; and allocations of DVB to
qualifying investment professionals. The Group accrues the estimated DVB cost associated with that plan year evenly over five years on average, reflecting the average holding period for the underlying investments and
therefore the period over which services are provided by the scheme participants.

| 2025 | 2024
| £m | £m
Directors’ emoluments | 5.2 | 5.1
Employee costs during the year including Directors: |  |
Wages and salaries | 256.2 | 253.4
Social security costs | 31.1 | 30.7
Pension costs | 10.1 | 10.2
Total employee costs (note 11) | 297.4 | 294.3
The monthly average number of employees (including Executive Directors) was: |  |
Investment Executives | 300 | 289
Marketing and support functions | 392 | 350
Executive Directors | 3 | 3
| 695 | 642

ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees of ICG FMC Limited, Intermediate Capital Group Inc., Intermediate Capital Group SAS, Intermediate Capital Asia
Pacific Limited, ICG (Singapore) Pte Ltd, ICG Beratungsgesellschaft GmbH, ICG Europe S.a.r.l, Intermediate Capital Managers (Aus) PTY Ltd and Intermediate Capital Group Polska Sp. z.o.o, subsidiaries of ICG plc.
Contributions to the Group’s defined contribution pension schemes are charged to the consolidated income statement as incurred.
The performance-related element included in employee costs is £158.3m (2024: £171.9m) which represents the annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme and the DVB Scheme. Please refer to the
report of the Remuneration Committee on page 95.
In addition, during the year, third-party funds have paid £40.4m (2024: £43.7m) to former employees and £115.7m (2024: £46.0m) to current employees, including Executive Directors, relating to carried interest distributions
from investments in funds made by these employees in prior periods. Such amounts become due over time if, and when, specified performance targets are ultimately realised in cash by the funds and paid by the funds (see note
27). As these funds and CIPs are not consolidated, these amounts are not included in the Group’s consolidated income statement.
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13. Tax expense
Accounting policy
The tax expense comprises current and deferred tax.
Current tax assets and liabilities comprise those obligations to, or claims from, tax authorities relating to the current or prior reporting periods, that are unpaid at the reporting date.
Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax
assets are recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be utilised.
Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction, other than a business combination, that
affects neither the tax nor the accounting profit.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right of set off, when they relate to income taxes levied by the same tax authority and the Group intends to settle on a net basis.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the related
deferred tax is also charged or credited directly to equity.

| 2025 | 2024
| £m | £m
Current tax: |  |
Current year | 108.0 | 86.0
Prior year adjustment | (12.7) | 15.4
| 95.3 | 101.4
Deferred tax: |  |
Current year | (21.6) | (28.1)
Prior year adjustments | 5.6 | (10.9)
| (16.0) | (39.0)
Tax on profit on ordinary activities | 79.3 | 62.4

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13. Tax expense continued
The Group is an international business and operates across many different tax jurisdictions. Income and expenses are allocated to these jurisdictions based on transfer pricing methodologies set out both (i) in the laws of the
jurisdictions in which the Group operates, and (ii) under guidelines set out by the Organisation for Economic Co-operation and Development (‘OECD’).
The effective tax rate reported by the Group for the period ended 31 March 2025 of 14.9% (2024: 11.7%) is lower than the statutory UK corporation tax rate of 25% (2024: 25%).
The FMC activities are subject to tax at the relevant statutory rates ruling in the jurisdictions in which the income is earned. The lower effective tax rate compared to the statutory UK rate is largely driven by the IC activities.
The IC benefits from statutory UK tax exemptions on certain forms of income arising from both foreign dividend receipts and gains from assets qualifying for the substantial shareholdings exemption. The effect of these
exemptions means that the effective tax rate of the Group is highly sensitive to the relative mix of IC income, and composition of such income, in any one period.
Due to the application of tax law requiring a degree of judgement, the accounting thereon involves a level of estimation uncertainty which tax authorities may ultimately dispute. Tax liabilities are recognised based on the best
estimates of probable outcomes and with regard to external advice where appropriate. The principal factors which may influence the Group’s future tax rate are changes in tax legislation in the territories in which the Group
operates, the relative mix of FMC and IC income, the mix of income and expenses earned and incurred by jurisdiction and the timing of recognition of available deferred tax assets and liabilities.
A reconciliation between the statutory UK corporation tax rate applied to the Group’s profit before tax and the reported effective tax rate is provided below.

| 2025 | 2024
| £m | £m
Profit on ordinary activities before tax | 530.5 | 530.8
Tax at 25% (2024:25%) | 132.6 | 132.7
Effects of Prior year adjustment to current tax | (12.7) | 15.4
Prior year adjustment to deferred tax | 5.6 | (10.9)
| 125.5 | 137.2
Non-taxable and non-deductible items | 3.1 | 1.7
Non-taxable investment company income | (38.1) | (59.9)
Trading income generated by overseas subsidiaries subject to different tax rates | (11.1) | (16.6)
FX adjustment | (0.1) | —
Tax charge for the period | 79.3 | 62.4

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13. Tax expense continued
Deferred tax

|  | Share-based |  |  |
|  | payments and |  |  |
|  | compensation | Tax losses carried | Other temporary |
Deferred tax (asset)/liability | Investments | deductible as paid | forward | differences | Total
Group | £m | £m | £m | £m | £m
As at 31 March 2023 | 45.8 | (36.3) | (0.4) | 8.8 | 17.9
Reclassification between categories | 2.7 | 1.7 | — | (4.4) | —
Reclassification of deferred tax liability out of discontinued operations | 14.0 | — | — | — | 14.0
Prior year adjustment | (4.1) | — | (1.6) | (5.2) | (10.9)
Charge/(credit) to equity | 0.2 | (6.9) |  | — | (6.7)
Charge/(credit) to income | (11.4) | (10.0) | (5.3) | (1.4) | (28.1)
Reclassification to current tax | — | — | — | (0.2) | (0.2)
As at 31 March 2024 | 47.2 | (51.5) | (7.3) | (2.4) | (14.0)
Prior year adjustment | 2.1 | — | 1.7 | 1.9 | 5.7
Charge/(credit) to equity | (1.1) | 2.3 |  | — | 1.3
Charge/(credit) to income | (14.7) | 2.0 | (3.1) | (5.7) | (21.6)
Movement in foreign exchange on retranslation | (0.8) | — | 0.2 | 0.3 | (0.3)
As at 31 March 2025 | 32.7 | (47.1) | (8.5) | (5.9) | (28.9)

After offsetting deferred tax assets and liabilities where appropriate within territories, the net deferred tax asset of £28.9m (FY24: £14.0m) comprises of deferred tax assets totalling £35.6m (FY24: £36.4m) and deferred tax
liabilities totalling £6.7m (FY24: £22.4m).
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|  | Share based |  |  |
|  | payments and |  |  |
|  | compensation |  | Other temporary |
Deferred tax (asset)/liability | Investments | deductible as paid | Derivatives | differences | Total
Company | £m | £m | £m | £m | £m
As at 31 March 2023 | 8.3 | (8.3) | 1.2 | 1.7 | 2.9
Reclassification between categories | (0.4) | 0.3 | 0.2 | (0.1) | —
Transfer |  | 8.0 |  |  | 8.0
Prior year adjustment | (1.0) | — | — | (1.7) | (2.7)
As at 31 March 2024 | 6.3 | — | 0.9 | 0.5 | 7.7
Prior year adjustment | (0.9) | — |  | (0.3) | (1.2)
Charge/(credit) to income | (1.7) | — | (0.7) | (0.4) | (2.7)
As at 31 March 2025 | 3.7 | — | 0.2 | (0.2) | 3.7

As set out in the table above in column ‘Investments’, deferred tax liabilities at the start of the reporting period were solely due to investments held by the Group. During the period, investments were realised, reducing the
deferred tax liability. The deferred tax assets held by the Group at the reporting date were substantially due to employee remuneration schemes in the UK and US.
The Group has undertaken a review of the level of recognition of deferred tax assets and is satisfied they are recoverable and therefore have been recognised in full. .
In December 2021, the Organisation for Economic Co-operation and Development (OECD) issued model rules for a new global minimum tax framework (Pillar Two), and various Governments around the world have issued, or
are in the process of issuing, legislation relating to Pillar Two. This aims to address base erosion and profit shifting by introducing a global minimum tax rate (15%) and ensuring fair taxation for entities which are part of a
multinational group of enterprises.
From 1 April 2024, the Group became subject to the global minimum top-up tax rate under Pillar Two legislation. There is no material amount of top-up tax recognised in respect of the Group’s operations for the period.
The Group has applied the mandatory IAS 12 temporary exemption from the recognition and disclosure of deferred taxes arising from implementation of the OECD’s Pillar Two model rules.
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14. Dividends
Accounting policy
Dividends are distributions of profit to holders of Intermediate Capital Group plc’s share capital and as a result are recognised as a deduction in equity. Final dividends are announced with the Annual Report and Accounts and
are recognised when they have been approved by shareholders. Interim dividends are announced with the Half Year Results and are recognised when they are paid.

| 2025 |  | 2024 |
| Per share pence | £m | Per share pence | £m
Ordinary dividends paid |  |  |  |
Final | 53.2 | 153.3 | 52.2 | 149.5
Interim | 26.3 | 75.6 | 25.8 | 73.9
| 79.5 | 228.9 | 78.0 | 223.4
Proposed final dividend | 56.7 | 162.8 | 53.2 | 152.6
Total dividend for the financial year ended 31 March | 83.0 | 238.4 | 79.0 | 226.5

Of the £228.9m (2024: £223.4m) of ordinary dividends paid during the year, £1.5m (2024: £1.8m) were reinvested under the dividend reinvestment plan offered to shareholders.
15. Earnings per share

| Year ended | Year ended
| 31 March 2025 | 31 March 2024
Earnings | £m | £m
Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity holders of the Parent |  |
Continuing operations | 451.2 | 467.4
Discontinued operations | — | 6.0
| 451.2 | 473.4
Number of shares |  |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 287,221,959 | 286,123,236
Effect of dilutive potential ordinary share options | 6,176,750 | 5,888,040
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 293,398,709 | 292,011,276
Earnings per share for continuing operations |  |
Basic, profit from continuing operations attributable to equity holders of the parent (pence) | 157.1p | 163.4p
Diluted, profit from continuing operations attributable to equity holders of the parent (pence) | 153.8p | 160.1p
Earnings per share for discontinued operations |  |
Basic, profit from discontinued operations attributable to equity holders of the parent (pence) | — | 2.1p
Diluted, profit from discontinued operations attributable to equity holders of the parent (pence) | — | 2.0p

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16. Intangible assets
Accounting policy
Business combinations
Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition of all assets, liabilities and contingent liabilities of the acquired business at their fair value at the
acquisition date.
The excess of the fair value at the date of acquisition of the cost of investments in subsidiaries over the fair value of the net assets acquired which is not allocated to individual assets and liabilities is determined to be goodwill.
Goodwill is reviewed at least annually for impairment.
Computer software
Research costs associated with computer software are expensed as they are incurred.
Other expenditure incurred in developing computer software is capitalised only if all of the following criteria are demonstrated:
– An asset is created that can be separately identified;
– It is probable that the asset created will generate future economic benefits; and
– The development cost of the asset can be measured reliably.
Following the initial recognition of development expenditure, the cost is amortised over the estimated useful life of the asset created, which is determined as three years. Amortisation commences on the date that the asset is
brought into use. Work-in-progress assets are not amortised until they are brought into use and transferred to the appropriate category of intangible assets. Amortisation of intangible assets is included in administrative
expenses in the income statement and detailed in note 11.
Impairment of non-financial assets and goodwill
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
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16. Intangible assets continued

| Computer software |  | Goodwill 1 |  |  | Investment management contracts | Total |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Group | £m | £m | £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |  |  |
At 1 April | 17.9 | 25.0 | 4.3 | 4.3 | 1.1 | 19.1 | 23.3 | 48.4
Reclassified 3 | (0.6) | (0.8) | — | — | — | — | (0.6) | (0.8)
Additions | 5.9 | 6.3 | — | — | — | — | 5.9 | 6.3
Derecognised 2 | — | (12.5) | — | — | — | (18.3) | — | (30.8)
Exchange differences | — | (0.1) | — | — | — | 0.3 | — | 0.2
At 31 March | 23.2 | 17.9 | 4.3 | 4.3 | 1.1 | 1.1 | 28.6 | 23.3
Amortisation |  |  |  |  |  |  |  |
At 1 April | 7.3 | 16.4 | — | — | 1.0 | 17.1 | 8.3 | 33.5
Charge for the year | 4.6 | 3.4 | — | — | 0.1 | 2.2 | 4.7 | 5.6
Derecognised 2 | — | (12.5) | — | — | — | (18.3) | — | (30.8)
At 31 March | 11.9 | 7.3 | — | — | 1.1 | 1.0 | 13.0 | 8.3
Net book value | 11.3 | 10.6 | 4.3 | 4.3 | — | 0.1 | 15.6 | 15.0

1. Goodwill was acquired in the ICG-Longbow Real Estate Capital LLP business combination and represents a single cash generating unit. The recoverable amount of the real estate cash generating unit is based on fair value less costs to sell where the fair value equates to a
multiple of adjusted net income, in line with the original consideration methodology. The significant headroom on the recoverable amount is not sensitive to any individual assumption.
2. Investment management contracts and Computer Software derecognised represented fully amortised balances.
3. During the year, assets previously classified as computer software were determined to relate to furniture and equipment (FY24: leasehold improvements). These assets were transferred at book value and there was no profit or loss arising on transfer.

| Computer software |  |  | Investment management contracts 1 | Total |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Company | £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |
At 1 April | 17.1 | 23.8 | — | 18.3 | 17.1 | 42.1
Additions | 5.3 | 6.2 | — | — | 5.3 | 6.2
Derecognised 1 | — | (12.9) | — | (18.3) | — | (31.2)
At 31 March | 22.4 | 17.1 | — | — | 22.4 | 17.1
Amortisation |  |  |  |  |  |
At 1 April | 7.4 | 16.5 | — | 16.4 | 7.4 | 32.9
Charge for the year | 4.4 | 3.4 | — | 1.9 | 4.4 | 5.3
Derecognised 1 | — | (12.5) | — | (18.3) | — | (30.8)
At 31 March | 11.8 | 7.4 | — | — | 11.8 | 7.4
Net book value | 10.6 | 9.7 | — | — | 10.6 | 9.7

1. Investment management contracts derecognised represented fully amortised balances.
During the financial year ended 31 March 2025, the Group recognised an expense of £0.4m (2024: £0.1m) in respect of research and development expenditure.
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17. Property, plant and equipment
Accounting policy
The Group’s property, plant and equipment provide the infrastructure to enable the Group to operate. Assets are initially stated at cost, which includes expenditure associated with acquisition. The cost of the asset is
recognised in the income statement as an amortisation charge on a straight-line basis over the estimated useful life, determined as three years for furniture and equipment and five years for short leasehold premises. Right of
Use (‘ROU’) assets and associated leasehold improvements are amortised over the full contractual lease term.
Group as a lessee
Included within the Group’s property, plant and equipment are its ROU assets. ROU assets are the present value of the Group’s global leases and comprise all future lease payments, and all expenditure associated with
acquiring the lease. The Group’s leases are primarily made up of its global offices. The Group has elected to capitalise initial costs associated with acquiring a lease before commencement as a ROU asset. The cost of the ROU
asset is recognised in the income statement as an amortisation charge on a straight line basis over the life of the lease term.
Short-term leases and leases of low value assets
The Group applies the short-term lease recognition exemption to its short-term leases (those that have a lease term of 12 months or less from the commencement date which do not contain a purchase option). The Group also
applies the recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as administrative expenses on a straight-line basis over the
lease term.

| Furniture and equipment |  | ROU asset |  | Leasehold improvements |  | Total |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Group | £m | £m | £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |  |  |
At 1 April | 5.9 | 7.5 | 89.1 | 90.0 | 16.8 | 14.7 | 111.8 | 112.2
Reclassified 1 | 0.6 | — | — | — | — | 0.8 | 0.6 | 0.8
Additions | 0.4 | 1.3 | 4.6 | 1.2 | 0.3 | 1.9 | 5.3 | 4.4
Disposals | — | (2.9) | — | (1.2) | — | (0.6) | — | (4.7)
Exchange differences | (0.1) | — | (1.0) | (0.9) | (0.2) | — | (1.3) | (0.9)
At 31 March | 6.8 | 5.9 | 92.7 | 89.1 | 16.9 | 16.8 | 116.4 | 111.8
Depreciation |  |  |  |  |  |  |  |
At 1 April | 2.8 | 4.2 | 25.7 | 16.8 | 4.1 | 3.0 | 32.6 | 24.0
Charge for the year | 2.2 | 1.7 | 9.3 | 9.2 | 1.6 | 1.5 | 13.1 | 12.4
Disposals | — | (3.1) | — | (0.3) | — | (0.4) | — | (3.8)
At 31 March | 5.0 | 2.8 | 35.0 | 25.7 | 5.7 | 4.1 | 45.7 | 32.6
Net book value | 1.8 | 3.1 | 57.7 | 63.4 | 11.2 | 12.7 | 70.7 | 79.2

1. During the year, assets previously classified as computer software were determined to relate to furniture and equipment (FY24: leasehold improvements). These assets were transferred at book value and there was no profit or loss arising on transfer.
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17. Property, plant and equipment continued

| Furniture and equipment |  | ROU asset |  | Leasehold improvements |  | Total |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Company | £m | £m | £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |  |  |
At 1 April | 1.1 | 3.1 | 47.5 | 47.5 | 10.2 | 9.9 | 58.8 | 60.5
Additions | 0.2 | 0.3 | — | — | — | 0.3 | 0.2 | 0.6
Disposals | — | (2.3) | — | — | — | — | — | (2.3)
At 31 March | 1.3 | 1.1 | 47.5 | 47.5 | 10.2 | 10.2 | 59.0 | 58.8
Depreciation |  |  |  |  |  |  |  |
At 1 April | 0.5 | 2.4 | 16.4 | 12.2 | 2.9 | 1.9 | 19.8 | 16.5
Charge for the year | 0.3 | 0.4 | 3.9 | 4.2 | 1.0 | 1.0 | 5.2 | 5.6
Disposals | — | (2.3) | — | — | — | — | — | (2.3)
At 31 March | 0.8 | 0.5 | 20.3 | 16.4 | 3.9 | 2.9 | 25.0 | 19.8
Net book value | 0.5 | 0.6 | 27.2 | 31.1 | 6.3 | 7.3 | 34.0 | 39.0

Group as Lessor
Accounting policy
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the
lease term and is included in other income in the consolidated income statement due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and amortised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
The Group has entered into sub-lease agreements of certain office buildings (see note 17 above). These leases have terms of between two and five years. Rental income recognised by the Group during the year was £0.4m
(2024: £0.4m). Future minimum rentals receivable under non-cancellable operating leases as at 31 March are as follows:

| 2025 | 2024
Group | £m | £m
Within one year | 0.4 | 0.4
After one year but not more than five years | — | 0.4
At 31 March | 0.4 | 0.8

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18. Investment property
Accounting policy
The Group holds investment property for the development of the Group’s long-term real assets strategy. Properties are being held with a purpose to earn rental income and/or for capital appreciation and are not occupied by
the Group. IAS 40 Investment Property requires that the property be measured initially at cost, including transaction costs, and subsequently measured at fair value. Gains or losses from changes in the fair values of
investment properties are included in the profit or loss in the period in which they arise. The fair value of the investment properties (Level 3) has been recorded based on independent valuations prepared by Jones Lang LaSalle
(JLL), Kroll and Pacific Appraisal Co. Ltd., third-party real estate valuation specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2020. A market and income approach was
performed to estimate the fair value of the Group’s investments. These valuation techniques can be subjective and include assumptions which are not supportable by observable data. Details of the valuation techniques and
the associated sensitivities are further disclosed in note 5.

| 2025 | 2024
Group | £m | £m
Investment property at fair value |  |
At 1 April | 82.7 | 0.8
Additions | 59.9 | 51.9
Disposals | (33.1) | —
Reclassified 1 | — | 54.5
Fair value gain / (loss) | 12.8 | (24.5)
At 31 March | 122.3 | 82.7

1. Prior to the financial year end, the Group reclassified £nil (2024: £54.5m) of disposal groups held for sale to investment property.
The gains arising from investment properties carried at fair value is £12.8m (2024: loss £24.5m).
The Group has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.
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19. Trade and other receivables
Accounting policy
Trade and other receivables represent amounts the Group is due to receive in the normal course of business and are held at amortised cost. Trade and other receivables excluding those held in structured entities controlled by
the Group include performance and management fees, which are considered contract assets under IFRS 15 and will only be received after realisation of the underlying assets, see note 3 and note 29. Trade and other
receivables within structured entities controlled by the Group relate principally to unsettled trades on the sale of financial assets.
Amounts owed by Group companies are repayable on demand. To the extent that amounts are owed by Group companies engaged in investment activities the Company has assessed these receivables as non-current,
reflecting the illiquidity of the underlying investments. Trade and other receivables from Group entities are considered related party transactions as stated in note 26.
The carrying value of trade and other receivables reported within current assets approximates fair value as these are short term and do not contain any significant financing components. The carrying value of trade and other
receivables reported within non-current assets approximates fair value as these do not contain any significant financing components.
The Company has adopted the simplified approach to measuring the loss allowance as lifetime Expected Credit Loss (‘ECL’), as permitted under IFRS 9. The ECL of trade and other receivables arising from transactions with
Group entities or its affiliates are expected to be nil or close to nil. The assets do not contain any significant financing components, therefore the simplified approach is deemed most appropriate.

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Trade and other receivables within structured entities controlled by the Group | 181.8 | 107.6 | — | —
Trade and other receivables excluding those held in structured entities controlled by the Group | 250.4 | 240.2 | 74.2 | 27.8
Amount owed by Group companies | — | — | — | 0.9
Prepayments | 10.6 | 41.8 | 5.7 | 8.6
Total current assets | 442.8 | 389.6 | 79.9 | 37.3
Non-current assets |  |  |  |
Trade and other receivables excluding those held in structured entities controlled by the Group | 29.3 | 36.1 | 11.1 | 24.3
Amounts owed by Group companies | — | — | 859.4 | 734.4
Total non-current assets | 29.3 | 36.1 | 870.5 | 758.7

Current trade and other receivables excluding those held in structured entities controlled by the group includes £136.5m of management fees receivable (2024: £131.3m) and £79.1m of performance fees receivable (2024:
£72.6m).
Non-current trade and other receivables excluding those held in structured entities controlled by the Group comprises performance-related fees (see note 3).
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20. Trade and other payables
Accounting policy
Trade and other payables within structured entities controlled by the Group relate principally to unsettled trades on the purchase of financial assets within structured entities controlled by the Group. Trade and other
payables excluding those held in structured entities controlled by the Group are held at amortised cost and represent amounts the Group is due to pay in the normal course of business. Amounts owed to Group companies are
repayable on demand. The carrying value of trade and other payables approximates fair value as these are short term and do not contain any significant financing components.
Trade and other payables from Group entities are considered related party transactions as stated in note 26.
Key sources of estimation uncertainty on trade and other payables excluding those held in structured entities controlled by the Group.
Payables related to the DVB scheme are key estimates based on the inputs described in note 12. The sensitivity of the DVB to a 10% increase in the fair value of the underlying investments is an increase of £9.8m (2024:
£13.1m) and to a decrease of 10% is a decrease of £9.7m (2024: £13.1m).

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Trade and other payables within structured entities controlled by the Group | 340.4 | 316.3 | — | —
Trade and other payables excluding those held in structured entities controlled by the Group | 214.1 | 209.6 | 8.2 | 19.5
Amounts owed to Group companies | — | — | 809.7 | 1,098.9
Social security tax | 4.8 | 3.3 | 2.9 | 2.4
Total current trade and other payables | 559.3 | 529.2 | 820.8 | 1,120.8
Non-current liabilities |  |  |  |
Trade and other payables excluding those held in structured entities controlled by the Group | 50.3 | 66.0 | 0.2 | 0.3
Total non-current trade and other payables | 50.3 | 66.0 | 0.2 | 0.3

Current trade and other payables excluding those held in structured entities controlled by the Group includes £88.7m (2024: £78.0m) in respect of other compensation costs and £71.3m (2024: £65.3m) in respect of DVB, (see
note 12) and non-current Trade and other payables excluding those held in structured entities controlled by the Group is entirely comprised of amounts payable in respect of DVB (2024: all DVB).
21. Financial risk management
The Group has identified financial risk, comprising market and liquidity risk, as a principal risk. Further details are set out on page 43. The Group has exposure to market risk (including exposure to interest rates and foreign
currency), and liquidity risk arising from financial instruments.
Interest rate risk
The Group’s assets include both fixed and floating rate loans.
The Group’s operations are financed with a combination of its shareholders’ funds, bank borrowings, private placement notes, public bonds, and fixed and floating rate notes. The Group manages its exposure to market interest
rate movements by matching, to the extent possible, the interest rate profiles of assets and liabilities and by using derivative financial instruments.
The sensitivity of floating rate financial assets to a 100 basis points interest rate increase is £58.0m (2024: £56.0m) and to a decrease is £(58.0)m (2024: £(56.0)m). The sensitivity of financial liabilities to a 100 basis point interest
rate increase is £49.3m (2024: £46.9m) and to a decrease is £(49.3)m (2024: £(46.9)m). These amounts would be reported within Net gains on investments. There is an indirect exposure to interest rate risk through the impact
on the performance of the portfolio companies of the funds that the Group has invested in, and therefore the fair valuations.
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21. Financial risk management continued
Exposure to interest rate risk

|  | 2025 |  |  | 2024 |
| Floating | Fixed | Total | Floating | Fixed | Total
Group | £m | £m | £m | £m | £m | £m
Financial assets (excluding investments in loans held in consolidated entities) | 1,065.7 | 3,092.0 | 4,157.7 | 839.5 | 3,023.4 | 3,862.9
Investments in loans held in consolidated entities | 4,730.6 | 245.8 | 4,976.4 | 4,762.4 | 319.9 | 5,082.3
Financial liabilities (excluding borrowings and loans held in consolidated entities) | — | (1,786.4) | (1,786.4) | — | (1,734.6) | (1,734.6)
Borrowings and loans held in consolidated entities | (4,928.9) | (136.6) | (5,065.5) | (4,688.9) | (391.2) | (5,080.1)
| 867.4 | 1,414.8 | 2,282.2 | 913.0 | 1,217.5 | 2,130.5

Foreign exchange risk
The Group is exposed to currency risk in relation to non-sterling currency transactions and the translation of non-sterling net assets. The Group’s most significant exposures are to the euro and the US dollar. Exposure to
currency risk is managed by matching assets with liabilities to the extent possible and through the use of derivative instruments.
The Group regards its interest in overseas subsidiaries as long-term investments. Consequently, it does not hedge the translation effect of exchange rate movements on the financial statements of these businesses.
The Group is also exposed to currency risk arising on the translation of fund management fee income receipts, which are primarily denominated in euro and US dollar.
The effect of fluctuations in other currencies is considered by the Directors to be insignificant in the current and prior year. The net assets/(liabilities) by currency and the sensitivity of the balances to a strengthening of foreign
currencies against sterling are shown below:

|  |  | 2025 |  |
| Net statement of |  |  |  |
| financial Position | Forward exchange |  | Sensitivity to | Increase in net
| exposure | contracts | Net exposure | strengthening | assets
Market risk - Foreign exchange risk | £m | £m | £m | % | £m
Sterling | 482.2 | 1,503.3 | 1,985.5 | — | —
Euro | 918.1 | (688.5) | 229.6 | 15% | 34.4
US dollar | 820.5 | (484.3) | 336.2 | 20% | 67.2
Other currencies | 258.1 | (312.6) | (54.5) | 10-25% | —
| 2,478.9 | 17.9 | 2,496.8 |  | 101.6

|  |  | 2024 |  |
| Net statement of |  |  |  |
| financial Position | Forward exchange |  | Sensitivity to | Increase in net
| exposure | contracts | Net exposure | strengthening | assets
| £m | £m | £m | % | £m
Sterling | 401.7 | 1,121.1 | 1,522.8 | — | —
Euro | 804.0 | (450.7) | 353.3 | 15% | 53.0
US dollar | 710.3 | (492.1) | 218.2 | 20% | 43.6
Other currencies | 206.7 | (178.2) | 28.5 | 10-25% | —
| 2,122.7 | 0.1 | 2,122.8 |  | 96.6

The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease in net assets.
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21. Financial risk management continued
Liquidity risk
The Group makes commitments to its managed funds in advance of that capital being invested. These commitments are typically drawn over a five-year investment period (see note 25 for outstanding commitments). Funds
typically have a 10-year contractual life. The Group manages its liquidity risk by maintaining headroom on its financing facilities.
The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and interest payments. Future interest and principal cash flows have been calculated based on
exchange rates and floating rate interest rates as at 31 March 2025. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March 2025 until contractual maturity. All financial
liabilities, excluding structured entities controlled by the Group, are held by the Company.
Liquidity profile

|  | Contractual maturity analysis |  |  |
|  |  |  | More than five |
| Less than one year | One to two years | Two to five years | years | Total
As at 31 March 2025 | £m | £m | £m | £m | £m
Financial liabilities |  |  |  |  |
Private placements | 190.2 | 73.8 | 107.1 | — | 371.1
Listed notes and bonds | 17.3 | 435.9 | 450.0 | — | 903.2
Debt issued by controlled structured entities | 604.5 | 610.0 | 1,003.9 | 4,864.3 | 7,082.7
Derivative financial instruments | 19.6 | — | — | — | 19.6
Lease liabilities | 9.8 | 9.7 | 27.6 | 24.8 | 71.9
Other financial liabilities | 2.7 | 28.9 | 28.8 | — | 60.4
| 844.1 | 1,158.3 | 1,617.4 | 4,889.1 | 8,508.9

As at 31 March 2025 the Group has liquidity of £1,154.8m (2024: £1,177.4m) which consists of undrawn debt facility of £550m (2024: £550m) and £604.8m (2024: £627.4m) of unencumbered cash. Unencumbered cash
excludes £255.4m (2024: £362.6m) of restricted cash held principally by structured entities controlled by the Group.

|  | Contractual maturity analysis |  |  |
|  |  |  | More than five |
| Less than one year | One to two years | Two to five years | years | Total
As at 31 March 2024 | £m | £m | £m | £m | £m
Financial liabilities |  |  |  |  |
Private placements | 267.0 | 194.7 | 185.2 | — | 646.9
Listed notes and bonds | 17.6 | 17.6 | 466.5 | 438.1 | 939.8
Debt issued by controlled structured entities | 576.8 | 262.6 | 2,065.3 | 4,362.8 | 7,267.5
Derivative financial instruments | 0.9 | (4.8) | — | — | (3.9)
Lease liabilities | 10.8 | 10.4 | 30.1 | 34.6 | 85.9
Other financial liabilities | 9.2 | 1.4 | 23.2 | — | 33.8
| 882.3 | 481.9 | 2,770.3 | 4,835.5 | 8,970.0

The Group’s policy is to maintain continuity of funding. Due to the long-term nature of the Group’s assets, the Group seeks to ensure that the maturity of its debt instruments is matched to the expected maturity of its assets.
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21. Financial risk management continued
Credit risk
Credit risk is the risk of financial loss to the Group as a result of a counterparty failing to meet its contractual obligations. This risk is principally in connection with the Group’s investments.
This risk is mitigated by the disciplined credit procedures that the relevant Fund Investment Committees have in place prior to making an investment and the ongoing monitoring of investments throughout the ownership
period. In addition, the risk of significant credit loss is further mitigated by the Group’s diversified investment portfolio in terms of geography and industry sector. The Group is exposed to credit risk through its financial assets
(see note 5) and investment in associates and joint ventures reported at fair value.
The Group manages its operational cash balance by the regular forecasting of cash flow requirements, debt management and cash pooling arrangements. Credit risk exposure on cash and derivative instruments is managed in
accordance with the Group’s treasury policy which provides limits on exposures with any single financial institution. The majority of the Group’s surplus cash is held in AAA rated Money Market funds. Other credit exposures
arise from outstanding derivatives with financial institutions rated from A- to A+.
The Group is exposed to credit risk as a result of financing guarantees provided. The maximum exposure to guarantees is £4.3m (2024: £7.3m). No liability has been recognised in respect of these guarantees.
The Directors consider the Group’s credit risk exposure to cash balances and trade and other receivables to be low and as such no further analysis has been presented.
Capital management
Managing capital is the ongoing process of determining and maintaining the quantity and quality of capital appropriate for the Group and ensuring capital is deployed in a manner consistent with the expectations of our
stakeholders. The primary objectives of the Group’s capital management are (i) align the Group’s interests with its clients, (ii) grow third-party fee income in the FMC and (iii) maintain robust capitalisation, including ensuring that
the Group complies with externally imposed capital requirements by the Financial Conduct Authority (the FCA). The Group’s strategy has remained unchanged from the year ended 31 March 2025.
(i) Regulatory capital requirements
The Group is required to hold capital resources to cover its regulatory capital requirements and has complied with these requirements throughout the year. The Group’s capital for regulatory purposes comprises the capital and
reserves of the Company, comprising called up share capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity (see page 122 ). The full Pillar 3 disclosures are available on the Group’s website:
www.icgam.com.
(ii) Capital and risk management policies
The formal procedures for identifying and assessing risks that could affect the capital position of the Group are described in the Strategic Report on page 40. The capital structure of the Group under UK-adopted IAS consists of
cash and cash equivalents, £860.2m (2024: £990.0m) (see note 6); debt, which includes borrowings, £1,175.9m, (2024: £1,447.4m) (see note 7) and the capital and reserves of the Company, comprising called up share capital,
reserves and retained earnings as disclosed in the Statement of Changes in Equity, £1,589.7m (2024: £896.5m). Details of the Reportable segment capital structure are set out in note 4.
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22. Called up share capital and share premium
Share capital represents the number of issued ordinary shares in Intermediate Capital Group plc multiplied by their nominal value of 26¼p each.
Under the Company’s Articles of Association, any share in the Company may be issued with such rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise as the Company may from
time to time by ordinary resolution determine or, in the absence of any such determination, as the Board may determine. All shares currently in issue are ordinary shares of 26¼p each carrying equal rights. The Articles of
Association of the Company cannot be amended without shareholder approval.
The Directors may refuse to register any transfer of any share which is not a fully paid share, although such discretion may not be exercised in a way which the Financial Conduct Authority regards as preventing dealings in the
shares of the relevant class or classes from taking place on an open and proper basis. The Directors may likewise refuse to register any transfer of a share in favour of more than four persons jointly.
The Company is not aware of any other restrictions on the transfer of ordinary shares in the Company other than:
– Certain restrictions that may from time to time be imposed by laws and regulations (for example, insider trading laws or the UK Takeover Code)
– Pursuant to the Listing Rules of the Financial Conduct Authority whereby certain employees of the Company require approval of the Company to deal in the Company’s shares
The Company has the authority limited by shareholder resolution to issue, buy back, or cancel ordinary shares in issue (including those held in trust, described below). New shares are issued when share options are exercised by
employees. The Company has 294,370,225 authorised shares (2024: 294,365,326).

| Number of ordinary |  |
| shares of 26¼p |  |
| allotted, |  |
| called up and fully | Share Capital | Share Premium
Group and Company | paid | £m | £m
1 April 2024 | 294,365,326 | 77.3 | 181.3
Shares issued | 4,899 | 0.0 | 0.0
31 March 2025 | 294,370,225 | 77.3 | 181.3

| Number of ordinary |  |
| shares of 26¼p |  |
| allotted, |  |
| called up and fully | Share Capital | Share Premium
Group and Company | paid | £m | £m
1 April 2023 | 294,332,182 | 77.3 | 180.9
Shares issued | 33,144 | 0.0 | 0.4
31 March 2024 | 294,365,326 | 77.3 | 181.3

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23. Own shares reserve
Accounting policy
Own shares are recorded by the Group when ordinary shares are purchased in the market by ICG plc or through the ICG Employee Benefit Trust 2015 (‘EBT’).
The EBT is a special purpose vehicle, with the purpose of purchasing and holding shares of the Company for the hedging of future liabilities arising as a result of the employee share-based compensation schemes (see note 24),
in a way that does not dilute the percentage holdings of existing shareholders.
Own shares are held at cost and their purchase reduces the Group’s net assets by the amount spent. When shares vest or are cancelled, they are transferred from own shares to the retained earnings reserve at their weighted
average cost. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company’s own shares.
The movement in the year is as follows:

| 2025 | 2024 | 2025 | 2024
| £m | £m | Number | Number
1 April | 79.2 | 103.4 | 7,666,863 | 9,249,895
Purchased (ordinary shares of 26¼p) | 42.4 | — | 2,000,000 | —
Options/awards exercised | (17.7) | (24.2) | (1,680,975) | (1,583,032)
As at 31 March | 103.9 | 79.2 | 7,985,888 | 7,666,863

Of the total own shares held by the Group at 31 March 2025, 3,733,333 shares were held by the Company (2024: 3,733,333).
The number of shares held by the Group at the balance sheet date represented 2.7% (2024: 2.6%) of the Parent Company’s allotted, called up and fully paid share capital.
24. Share-based payments
Accounting policy
The Group issues compensation to its employees under both equity-settled and cash-settled share-based payment plans.
Equity-settled share-based payments are measured at the fair value of the awards at grant date. The fair value includes the effect of non-market-based vesting conditions. The fair value determined at the date of grant is
expensed on a straight-line basis over the vesting period.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is
recognised in the income statement with a corresponding adjustment to equity.
The total charge to the income statement for the year was £45.6m (2024: £43.9m) and this was credited to the share-based payments reserve. Details of the different types of awards are as follows:
Intermediate Capital Group plc Omnibus Plan
The Omnibus Plan provides for three different award types: Deferred Share Awards, PLC Equity Awards and Special Recognition Awards.
Deferred Share Awards
Awards are made after the end of the financial year (and in a small number of cases during the year) to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management.
These share awards typically vest one-third at the end of the first, second and third years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants
during the vesting period and are paid at the vesting date. Awards are based on performance against the individual’s objectives. There are no further performance conditions.
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24. Share-based payments continued
PLC Equity Awards
Awards are made after the end of the financial year to reward employees, including Executive Directors, for increasing long-term shareholder value. These share awards typically vest one-third at the end of the third, fourth and
fifth years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on
performance against the individual’s objectives. There are no further performance conditions.
Special Recognition Awards
Awards are made after the end of the financial year to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management. These share awards vest at the end of the first
year following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on
performance against the individual’s objectives. There are no further performance conditions.
Share awards outstanding under the Omnibus Plan were as follows:

| Number |  | Weighted average fair value |
Deferred share awards | 2025 | 2024 | 2025 | 2024
Outstanding at 1 April | 3,804,026 | 2,964,516 | 14.35 | 15.75
Granted | 1,141,054 | 2,316,207 | 23.11 | 13.35
Vested | (1,700,638) | (1,476,697) | 15.33 | 15.62
Outstanding as at 31 March | 3,244,442 | 3,804,026 | 16.95 | 14.35

| Number |  | Weighted average fair value |
PLC Equity awards | 2025 | 2024 | 2025 | 2024
Outstanding at 1 April | 2,614,058 | 2,142,252 | 14.7 | 12.2
Granted | 839,597 | 982,261 | 23.1 | 13.4
Vested | (461,313) | (510,455) | 14.9 | 12.2
Outstanding as at 31 March | 2,992,342 | 2,614,058 | 17.0 | 14.7

| Number |  | Weighted average fair value |
Special Recognition Awards | 2025 | 2024 | 2025 | 2024
Outstanding as at 1 April | — | 46,154 | — | 14.27
Granted | — | — | — | —
Vesting | — | (46,154) | — | 14.27
Outstanding as at 31 March | — | — | — | —

The fair values of awards granted under the ICG plc Omnibus Plan are determined by the average share price for the five business days prior to grant.
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24. Share-based payments continued
Intermediate Capital Group plc Buy Out Awards
Buy Out Awards are shares awarded to new employees in lieu of prior awards forfeited. These share awards shall vest or be forfeited according to the schedule and terms of the forfeited awards, and any performance
conditions detailed in the individual’s employment contract. Buy Out Awards consist of equity-settled and cash-settled awards. Buy Out Awards outstanding were as follows:

| Number |  | Weighted average fair value |
Buy Out Awards | 2025 | 2024 | 2025 | 2024
Outstanding as at 1 April | 809,303 | 1,097,088 | 13.41 | 12.96
Granted | 110,225 | 180,336 | 21.52 | 14.46
Vesting | (474,082) | (468,121) | 15.02 | 13.55
Outstanding as at 31 March | 445,446 | 809,303 | 13.74 | 13.41

The fair values of the Buy Out Awards granted are determined by the average share price for the five business days prior to grant.
Save As You Earn
The Group offers a Sharesave Scheme (‘SAYE’) to its UK employees. Options are granted at a 20% discount to the prevailing market price at the date of issue. Options to this equity-settled scheme are exercisable at the end of a
three-year savings contract. Participants are not entitled to dividends prior to the exercise of the options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year.
Fair value is measured using the Black–Scholes valuation model, which considers the current share price of the Group, the risk-free interest rate and the expected volatility of the share price over the life of the award. The
expected volatility was calculated by analysing three years of historic share price data of the Group.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards and options at grant date, which is remeasured at each reporting date. The total amount to be expensed
during the year is £258,610 (2024: £169,587).

| Number |  | Weighted average fair value |
Save As You Earn | 2025 | 2024 | 2025 | 2024
Outstanding as at 1 April | 222,121 | 103,818 | 4.3 | 5.0
Granted | — | 197,452 | — | 4.0
Vesting | (19,990) | (32,851) | 5.9 | 3.3
Forfeited | (22,049) | (46,298) | 4.5 | 5.5
Outstanding as at 31 March | 180,082 | 222,121 | 4.0 | 4.3

Growth Incentive Award
The Growth Incentive Award ('GIA’) is a market-value share option. Grants of options are made following the end of the financial year to reward employees for performance and to enhance alignment of interests. The GIA is a
right to acquire shares during the exercise period (seven years following the vesting date) for a price equal to the market value of those shares on the grant date. These options vest at the end of the third year following the year
of grant, unless the individual leaves for cause or to join a competitor. Awards are based on performance against the individual’s objectives.

| Number |  | Weighted average fair value |
Growth Incentive Award | 2025 | 2024 | 2025 | 2024
Outstanding as at 1 April | 411,000 | 463,000 | — | 3.13
Granted | — | — | — | —
Vesting | — | — | — | —
Forfeited | (22,000) | (52,000) | 3.13 | 3.13
Outstanding as at 31 March | 389,000 | 411,000 | 3.13 | 3.13

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25. Financial commitments
As described in the Strategic Report, the Group invests balance sheet capital alongside the funds it manages to grow the business and create long-term shareholder value. Commitments are made at the time of a fund’s launch
and are drawn down with the fund as it invests (typically over five years). Commitments may increase where distributions made are recallable. Commitments are irrevocable. At the balance sheet date the Group had undrawn
commitments, which can be called on over the commitment period, as follows:

| 2025 | 2024
| £m | £m
ICG Europe Fund V | 23.7 | 24.2
ICG Europe Fund VI | 77.7 | 79.8
ICG Europe Fund VII | 100.5 | 105.2
ICG Europe Fund VIII | 45.2 | 192.4
ICG Europe Fund IX | 147.9 | —
ICG Mid-Market Fund | 12.6 | 14.3
ICG Mid-Market Fund II | 40.4 | 64.1
Intermediate Capital Asia Pacific Fund III | 59.3 | 60.7
ICG Asia Pacific Fund IV | 35.6 | 52.3
ICG Strategic Secondaries Fund II | 34.3 | 32.1
ICG Strategic Equity Fund III | 80.6 | 95.9
ICG Strategic Equity Fund IV | 38.0 | 35.6
ICG Strategic Equity Fund V | 62.5 | 79.2
ICG Recovery Fund II | 21.3 | 40.8
LP Secondaries | 29.9 | 20.8
ICG Senior Debt Partners II | 3.8 | 4.0
ICG Senior Debt Partners III | 4.8 | 5.1
ICG Senior Debt Partners IV | 5.0 | 6.7
Senior Debt Partners V | 27.1 | 26.6
Senior Debt Partners NYCERS | 4.4 | 1.6
ICG North American Private Debt Fund | 26.3 | 26.9
ICG North American Private Debt Fund II | 20.9 | 24.6
ICG North American Credit Partners III | 69.2 | 79.2
ICG-Longbow UK Real Estate Debt Investments V | 0.2 | 0.2
ICG-Longbow UK Real Estate Debt Investments VI | 5.5 | 12.4
ICG-Longbow Development Fund | 14.0 | 6.8
ICG Infrastructure Equity Fund I | 52.2 | 31.7
ICG Infrastructure Equity Fund II | 102.3 | 10.1
ICG Living | 20.9 | 20.9
ICG Private Markets Pooling - Sale & Leaseback | 16.6 | 18.4
ICG Sale & Leaseback II | 16.7 | 16.5
ICG Metropolitan 2 | 27.7 | 36.8
Multistrat SMAs | 1.9 | —
| 1,229.0 | 1,225.9

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26. Related party transactions
Subsidiaries
The Group is not deemed to be controlled or jointly controlled by any party directly or through intermediaries. The Group consists of the Parent Company, Intermediate Capital Group plc, incorporated in the UK, and its
subsidiaries listed in note 27. All entities meeting the definition of a controlled entity as set out in IFRS 10 are consolidated within the results of the Group. All transactions between the Parent Company and its subsidiary
undertakings are classified as related party transactions for the Parent Company financial statements and are eliminated on consolidation. Significant transactions with subsidiary undertakings relate to dividends received, the
aggregate amount received during the year is £909.4 m (2024: £240.0m) and recharge of costs to a subsidiary of £97.9m (2024: £93.2m)
Associates and joint ventures
An associate is an entity over which the Group has significant influence, but not control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes they
are designated at fair value through profit or loss. A joint venture is an arrangement whereby the parties have joint control over the arrangements, see note 28. Where the investment is held for venture capital purposes they are
designated as fair value through profit or loss. These entities are related parties and the significant transactions with associates and joint ventures are as follows:

| 2025 | 2024
| £m | £m
Income statement |  |
Net gains/(losses) on investments | (18.4) | 84.5
| (18.4) | 84.5

| 2025 | 2024
| £m | £m
Statement of financial position |  |
Trade and other receivables | 47.5 | 179.2
Trade and other payables | (11.7) | (155.0)
| 35.8 | 24.2

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26. Related party transactions continued
Unconsolidated structured entities
The Group has determined that, where the Group holds an investment, loan, fee receivable, guarantee or commitment with an investment fund, carried interest partnership or CLO, this represents an interest in a structured
entity in accordance with IFRS 12 Disclosure of Interest in Other Entities (see note 29). The Group provides investment management services and receives management fees (including performance-related fees) and dividend
income from these structured entities, which are related parties. Amounts receivable and payable from these structured entities arising in the normal course of business remain outstanding. At 31 March 2025, the Group’s
interest in and exposure to unconsolidated structured entities are as follows:

| 2025 | 2024
| £m | £m
Income statement |  |
Management fees | 580.6 | 502.5
Performance fees | 87.4 | 75.7
| 668.0 | 578.2

| 2025 | 2024
| £m | £m
Statement of financial position |  |
Performance fees receivable | 108.4 | 83.7
Trade and other receivables | 406.3 | 848.1
Trade and other payables | (491.8) | (807.4)
| 22.9 | 124.4

Key management personnel
Key management personnel are defined as the Executive Directors. The Executive Directors of the Group are Benoît Durteste, David Bicarregui and Antje Hensel-Roth.
The compensation of key management personnel during the year was as follows:

| 2025 | 2024
| £m | £m
Short-term employee benefits | 3.9 | 3.7
Post-employment benefits | 0.3 | 0.2
Other long-term benefits | — | 0.2
Share-based payment benefits | 6.8 | 6.9
| 11.0 | 11.0

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Fees paid to Non-Executive Directors were as follows:

| 2025 | 2024
| £000 | £000
William Rucker | 400.0 | 375.0
Andrew Sykes | 145.0 | 120.0
Rosemary Leith | 134.5 | 134.5
Matthew Lester | 120.5 | 120.5
Virginia Holmes | 120.5 | 120.5
Stephen Welton | 90.5 | 90.5
Amy Schioldager | 125.0 | 125.0
Rusty Nelligan | — | 104.5
Sonia Baxendale | 104.5 | —

The remuneration of Directors and key executives and Non-Executive Directors is determined by the Remuneration Committee having regard to the performance of individuals and market rates. The Remuneration Policy is
described in more detail in the Remuneration Committee Report on page 89.
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27. Subsidiaries
Accounting policy
Investment in subsidiaries
The Group consists of the Parent Company, Intermediate Capital Group plc, and its subsidiaries, described collectively herein as ‘ICG’ or the ‘Group’. Investments in subsidiaries in the Parent Company statement of financial
position are recorded at cost less provision for impairments or at fair value through profit or loss.
Key accounting judgement
A key judgement for the Group is whether the Group controls an investee or fund and is required to consolidate the investee or fund into the results of the Group. Control is determined by the Directors’ assessment of
decision making authority, rights held by other parties, remuneration and exposure to returns.
When assessing whether the Group controls any fund it manages (or any entity associated with a fund) it is necessary to determine whether the Group acts in the capacity of principal or agent for the third-party investor. An
agent is a party primarily engaged to act on behalf and for the benefit of another party or parties, whereas a principal is primarily engaged to act for its own benefit.
A key judgement when determining that the Group acts in the capacity of principal or agent is the kick-out rights of the third-party fund investors. We have reviewed these kick-out rights, across each of the entities where the
Group has an interest. Where fund investors have substantive rights to remove the Group as the investment manager it has been concluded that the Group is an agent to the fund and thus the fund does not require
consolidation into the Group. We consider if the Group has significant influence over these entities and, where we conclude it does, we recognise them as associates. Where the conclusion is that the Group acts in the capacity
of principal the fund has been consolidated into the Group’s results.
Where the Group has Trust entities in investment deals or fund structures, a key judgement is whether the Trust is acting on behalf of the Group or another third party. Where the Trust is considered to act as an agent of the
Group, the Trust and its related subsidiaries have been consolidated into the Group.
As a fund manager the Group participates in carried interest arrangements, the participants of which are the Group, certain of the Group’s employees and others connected to the underlying fund. In the majority of the
Group’s funds, the Group holds its carried interest directly in the fund.
In a minority of funds, carried interest arrangements are facilitated through carried interest partnerships (CIPs) where the Group is a participant. These vehicles have two purposes: 1) to facilitate payments of carried interest
from the fund to carried interest participants, and 2) to facilitate individual co-investment into the funds.
The Directors have undertaken a control assessment of the CIPs and other entities as set out above, and have also considered whether the individual carried interest participants were providing a service for the benefit of the
Group. The Directors have assessed that two CIPs are controlled, and they are included within the list of controlled structured entities.
The Group consists of a Parent Company, Intermediate Capital Group plc, incorporated in the UK, and a number of subsidiaries held directly or indirectly by ICG plc, which operate and are incorporated around the world. The
subsidiary undertakings of the Group are shown below. All are wholly owned, and the Group’s holding is in the ordinary share class, except where stated. The Companies Act 2006 requires disclosure of certain information
about the Group’s related undertakings. Related undertakings are subsidiaries, joint ventures and associates.
The registered office of all related undertakings at 31 March 2025 was Procession House, 55 Ludgate Hill, New Bridge Street, London EC4M 7JW, unless otherwise stated.
The financial year end of all related undertakings is 31 March, unless otherwise stated.
All subsidiaries are consolidated as at 31 March.
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27. Subsidiaries continued
Directly held subsidiaries

|  |  |  |  | % Voting rights
Name | Ref 1 | Country of incorporation | Principal activity | Share class | held
ICG LTD (formerly ICG Asset Management Ltd) |  | United Kingdom | Holding company | Ordinary shares | 100%
ICG FMC Limited |  | England & Wales | Holding company | Ordinary shares | 100%
Intermediate Capital Investments Limited |  | England & Wales | Investment company | Ordinary shares | 100%
ICG Global Investment UK Limited |  | England & Wales | Holding company | Ordinary shares | 100%
ICG Carbon Funding Limited |  | England & Wales | Investment company | Ordinary shares | 100%
ICG Longbow Richmond Limited |  | England & Wales | Holding company | Ordinary shares | 100%
ICG-Longbow BTR Limited |  | England & Wales | Holding company | Ordinary shares | 100%
ICG Japan (Funding 2) Limited |  | England & Wales | Holding company | Ordinary shares | 100%
ICG Longbow Development (Brighton) Limited |  | England & Wales | Holding company | Ordinary shares | 100%
LREC Partners Investments No. 2 Limited |  | England & Wales | Investment company | Ordinary shares | 55%
ICG Longbow Senior Debt I GP Limited |  | England & Wales | General partner | Ordinary shares | 100%
ICG Debt Advisors (Cayman) Ltd | 4 | Cayman Islands | Advisory company | Ordinary shares | 100%
ICG Re Holding (Germany) GmbH | 9 | Germany | Special purpose vehicle | Ordinary shares | 100%
ICG Watch Jersey GP Limited | 19 | Jersey | General partner | Ordinary shares | 100%
Intermediate Investments Jersey Limited | 19 | Jersey | Investment company | Ordinary shares | 100%
Intermediate Capital Group Espana SL | 33 | Spain | Advisory company | Ordinary shares | 100%
ICG Co-Investment 2024 Plus Limited |  | England & Wales | Investment company | Ordinary shares | 100%

1. Registered addresses are disclosed on pages 180.
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Indirectly held subsidiaries

|  |  |  |  | % Voting rights
Name | Ref 1 | Country of incorporation | Principal activity | Share class | held
ICG Alternative Investment Limited |  | England & Wales | Advisory company | Ordinary shares | 100%
Intermediate Capital Managers Limited |  | England & Wales | Advisory company | Ordinary shares | 100%
Intermediate Capital Asia Pacific Limited | 12 | Hong Kong | Advisory company | Ordinary shares | 100%
ICG Europe S.à r.l. | 23 | Luxembourg | Advisory company | Ordinary shares | 100%
ICG Enterprise Co-Investment GP Limited |  | England & Wales | General Partner | Ordinary shares | 100%
ICG-Longbow B Investments L.P. |  | England & Wales | Investment company | N/A | 50%
ICG-Longbow Development GP LLP |  | England & Wales | General Partner | N/A | —%
Longbow Real Estate Capital LLP |  | England & Wales | Advisory company | N/A | —%
ICG Senior Debt Partners UK GP Limited |  | England & Wales | General Partner | Ordinary shares | 100%
Intermediate Capital Group SAS | 8 | France | Advisory company | Ordinary shares | 100%
ICG Nordic AB | 34 | Sweden | Advisory company | Ordinary shares | 100%
Intermediate Capital Group Dienstleistungsgesellschaft mbH | 9 | Germany | Service company | Ordinary shares | 100%
Intermediate Capital Group Benelux B.V. | 30 | Netherlands | Advisory company | Ordinary shares | 100%
Intermediate Capital Group Inc. | 17 | United States | Advisory company | Ordinary shares | 100%
Intermediate Capital GP 2003 Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
Intermediate Capital GP 2003 No.1 Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
Intermediate Capital Asia Pacific Mezzanine 2005 GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
Intermediate Capital Asia Pacific Mezzanine Opportunities 2005 GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
Intermediate Capital Asia Pacific 2008 GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
ICG Europe Fund V GP Limited | 18 | Jersey | General Partner | Ordinary shares | 100%
Intermediate Capital Group Beratungsgesellschaft mbH | 9 | Germany | Advisory company | Ordinary shares | 100%
Intermediate Capital Group (Singapore) Pte. Limited | 32 | Singapore | Advisory company | Ordinary shares | 100%
ICG North America Associates LLC | 17 | Delaware | General Partner | Ordinary shares | 100%
ICG Japan KK | 14 | Japan | Advisory company | Ordinary shares | 100%
ICG Asia Pacific Fund III GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
ICG Alternative Credit (Luxembourg) GP S.A. | 25 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Alternative Credit (Cayman) GP Limited | 5 | Cayman Islands | General Partner | Ordinary shares | 100%
ICG Senior Debt Partners | 28 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Strategic Secondaries Carbon Associates LLC | 17 | Delaware | General Partner | Ordinary shares | 100%

1. Registered addresses are disclosed on page 180.
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Indirectly held subsidiaries continued

|  |  |  |  | % Voting rights
Name | Ref 1 | Country of incorporation | Principal activity | Share class | held
ICG European Fund 2006 B GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
ICG Europe Fund VI GP Limited | 18 | Jersey | General Partner | Ordinary shares | 100%
ICG Total Credit (Global) GP, S.à r.l. | 24 | Luxembourg | General Partner | Ordinary shares | 100%
ICG EFV MLP Limited | 18 | Jersey | General Partner | Ordinary shares | 100%
ICG-Longbow IV GP S.à r.l. | 20 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Europe Fund VI Lux GP S.à r.l. | 20 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Centre Street Partnership GP Limited | 18 | Jersey | General Partner | Ordinary shares | 100%
Intermediate Capital Group Polska Sp. z.o.o | 31 | Poland | Service company | Ordinary shares | 100%
ICG Recovery Fund 2008 B GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
ICG Europe Fund VII GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100%
ICG - Longbow Fund V GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Private Markets GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Europe Mid-Market Fund GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100%
Intermediate Capital Inc | 17 | Delaware | Dormant | Ordinary shares | 100%
ICG Private Credit GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100%
Intermediate Capital Group (Italy) S.r.l | 13 | Italy | Advisory company | Ordinary shares | 100%
ICG Alternative Credit Warehouse Fund I GP, LLC | 17 | Delaware | General Partner | Ordinary shares | 100%
ICG Alternative Credit (Jersey) GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
ICG Enterprise Carry GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
ICG Senior Debt Partners Performance GP Limited | 19 | Jersey | General Partner | Ordinary shares | 100%
ICG Structured Special Opportunities GP Limited | 5 | Cayman Islands | General Partner | Ordinary shares | 100%
ICG Asia Pacific Fund IV GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100%
ICG European Credit Mandate GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Infrastructure Equity Fund I GP S.a.r.l | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG LP Secondaries Fund Associates I S.a. r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG US Senior Loan Fund GP Ltd | 5 | Cayman Islands | General Partner | Ordinary shares | 100%
ICG Recovery Fund II GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Strategic Equity IV GP LP | 16 | Delaware | Limited Partner | N/A | —%
ICG North American Private Debt (Offshore) GP Limited Partnership | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Europe Fund VI GP Limited Partnership | 18 | Jersey | Limited Partner | N/A | —%

1. Registered addresses are disclosed on page 180.
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Indirectly held subsidiaries continued

|  |  |  |  | % Voting rights
Name | Ref 1 | Country of incorporation | Principal activity | Share class | held
ICG Strategic Secondaries Carbon (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Strategic Secondaries II (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Strategic Secondaries II GP LP | 16 | Delaware | Limited Partner | N/A | —%
ICG North American Private Debt II GP LP | 17 | Delaware | Limited Partner | N/A | —%
ICG North American Private Debt II (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Strategic Equity III GP LP | 16 | Delaware | Limited Partner | N/A | —%
ICG Strategic Equity Side Car GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Strategic Equity III (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Australian Senior Debt GP Limited | 5 | Cayman Islands | General Partner | Ordinary shares | 100%
ICG Strategic Equity Side Car (Onshore) GP LP | 16 | Delaware | Limited Partner | N/A | —%
ICG Europe Fund VIII GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Real Estate Debt VI GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Excelsior GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Life Sciences GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Strategic Equity Associates IV S.à r.l | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Strategic Equity IV GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —%
ICG RE AUSTRALIA GROUP PTY LTD | 3 | Australia | Service company | Ordinary shares | 100%
ICG (DIFC) Limited | 26 | United Arab Emirates | Service company | Ordinary shares | 100%
ICG Metropolitan GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Senior Debt Partners GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Real Estate Senior Debt V GP S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100%
ICG SRE GP II S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Living GP S.a r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Europe Mid-Market Fund II GP S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Infrastructure Fund II GP S.à r.l | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Strategic Equity GP V S.à r.l. | 29 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Fund Advisors LLC | 17 | Delaware | Advisory company | Ordinary shares | 100%
ICG Alternative Credit LLC | 17 | Delaware | Advisory company | Ordinary shares | 100%
ICG Strategic Equity Advisors LLC | 17 | Delaware | Advisory company | Ordinary shares | 100%
ICG Debt Administration LLC | 17 | Delaware | Service company | Ordinary shares | 100%
ICG Strategic Equity Associates II LLC | 16 | Delaware | General Partner | Ordinary shares | 100%

1. Registered addresses are disclosed on page 180.
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Indirectly held subsidiaries continued

|  |  |  |  | % Voting rights
Name | Ref 1 | Country of incorporation | Principal activity | Share class | held
ICG Velocity Co-Investor Associates LLC | 16 | Delaware | General Partner | Ordinary shares | 100%
ICG Debt Advisors LLC - Manager Series | 17 | Delaware | Advisory company | Ordinary shares | 100%
ICG North America Associates II LLC | 17 | Delaware | General Partner | Ordinary shares | 100%
ICG Strategic Equity Associates III LLC | 16 | Delaware | General Partner | Ordinary shares | 100%
ICG Augusta Associates LLC | 16 | Delaware | General Partner | Ordinary shares | 100%
ICG STRATEGIC EQUITY ASSOCIATES IV LLC | 16 | Delaware | General Partner | Ordinary shares | 100%
ICG LP Secondaries Associates I LLC | 16 | Delaware | General Partner | Ordinary shares | 100%
ICG North America Associates III LLC | 17 | United States | General Partner | Ordinary shares | 100%
ICG Global Investment Jersey Limited | 18 | Jersey | Investment company | Ordinary shares | 100%
ICG Global Nominee Jersey Limited | 18 | Jersey | Special purpose vehicle | Ordinary shares | 100%
ICG RE CORPORATE AUSTRALIA PTY LTD | 3 | Australia | Service company | Ordinary shares | 100%
ICG RE CAPITAL PARTNERS AUSTRALIA PTY LTD | 3 | Australia | Advisory company | Ordinary shares | 100%
ICG RE FUNDS MANAGEMENT AUSTRALIA PTY LTD | 3 | Australia | Service company | Ordinary shares | 100%
Intermediate Capital Managers (Australia) PTY Limited | 2 | Australia | Advisory company | Ordinary shares | 100%
Intermediate Capital Australia PTY Limited | 1 | Australia | Advisory company | Ordinary shares | 100%
ICG Alternative Investment (Netherlands) B.V. | 30 | Netherlands | Advisory company | Ordinary shares | 100%
ICG Asia Pacific Fund IV GP LP SCSp | 27 | Luxembourg | Limited Partner | N/A | —%
ICG Augusta GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Debt Advisors LLC – Holdings Series | 17 | Delaware | Investment company | Ordinary shares | 100%
ICG EFV MLP GP LIMITED |  | England & Wales | General Partner | Ordinary shares | 100%
ICG Europe Fund VII GP LP SCSp | 28 | Luxembourg | Limited Partner | N/A | —%
ICG Europe Fund VIII GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —%
ICG Europe Mid-Market Fund GP LP SCSp | 28 | Luxembourg | Limited Partner | N/A | —%
ICG European Credit Mandate GP LP SCSp | 28 | Luxembourg | Limited Partner | N/A | —%
ICG EXCELSIOR GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —%
ICG Executive Financing Limited | 19 | Jersey | Service company | Ordinary shares | 100%
ICG Infrastructure Equity Fund I GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —%
ICG Life Sciences GP LP SCSp | 27 | Luxembourg | Limited Partner | N/A | —%
ICG LP Secondaries I GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —%
ICG Employee Benefit Trust 2015 | 11 | Guernsey | N/A | Ordinary shares | 100%

1. Registered addresses are disclosed on page 180.
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Other information
27. Subsidiaries continued
Indirectly held subsidiaries continued

|  |  |  |  | % Voting rights
Name | Ref 1 | Country of incorporation | Principal activity | Share class | held
ICG Private Markets General Partner SCSp | 27 | Luxembourg | General Partner | N/A | —%
ICG Real Estate Debt VI GP LP SCSp | 27 | Luxembourg | Limited Partner | N/A | —%
ICG Recovery Fund II GP LP SCSp | 29 | Luxembourg | Limited Partner | N/A | —%
ICG Strategic Equity Side Car II GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
ICG Strategic Equity Side Car II (Onshore) GP LP | 16 | Delaware | Limited Partner | N/A | —%
ICG Velocity GP LP | 16 | Delaware | Limited Partner | N/A | —%
ICG Velocity Co-Investor GP LP | 16 | Delaware | Limited Partner | N/A | —%
ICG Velocity Co-Investor (Offshore) GP LP | 5 | Cayman Islands | Limited Partner | N/A | —%
Wise Living Homes Limited | 6 | England & Wales | Special purpose vehicle | Ordinary shares | 83%
Wise Limited Amber Langley Mill Limited | 6 | United Kingdom | Special purpose vehicle | Ordinary shares | 83%
ICG Longbow Development Debt Limited |  | England & Wales | Investment company | Ordinary shares | 100%
ICG-Longbow Investment 3 LLP |  | England & Wales | Special purpose vehicle | N/A | —%
ICG Asia Pacific Fund III GP Limited Partnership | 19 | Jersey | Limited Partner | N/A | —%
ICG Europe Fund V GP Limited Partnership | 18 | Jersey | Limited Partner | N/A | —%
ICG Europe Copenhagen, filial af ICG Europe S.à r.l. | 35 | Denmark | Branch | N/A | 100%
ICG Europe SARL - Frankfurt Branch | 36 | Germany | Branch | N/A | 100%
ICG Europe SARL - Milan Branch | 37 | Italy | Branch | N/A | 100%
ICG Europe SARL - Paris Branch | 38 | France | Branch | N/A | 100%
ICG North America Associates III S.à r.l. | 27 | Luxembourg | General Partner | Ordinary shares | 100%
ICG North American Private Debt GP LP | 17 | Delaware | Limited Partner | N/A | —%
ICG Real Estate Opportunities APAC GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Strategic Equity GP V LLC | 16 | Delaware | General Partner | Ordinary shares | 100%
Intermediate Capital Managers Limited (France Branch) | 38 | France | Branch | N/A | 100%
ICG Infrastructure APAC I GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Real Estate Debt VII GP Sarl | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Seed Asset Founder LP Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100%
ICG North American Private Equity Debt Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100%
ICG Real Estate E Debt Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100%
ICG Life Sciences Debt Limited | 19 | Jersey | Special purpose vehicle | Ordinary shares | 100%
US Mid-Market Fund I LLC | 21 | Delaware | General Partner | Ordinary shares | 100%

1. Registered addresses are disclosed on page 180.
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Indirectly held subsidiaries continued

|  |  |  |  | % Voting rights
Name | Ref 1 | Country of incorporation | Principal activity | Share class | held
ICG Life Sciences SCSp | 27 | Luxembourg | Limited Partner | N/A | —%
ICG Life Sciences Feeder SCSp | 27 | Luxembourg | Special purpose vehicle | N/A | —%
ICG Funding Lux S.à r.l. | 22 | Luxembourg | Special purpose vehicle | Ordinary shares | 100%
Montero PTE Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100%
ICG Real Estate Opportunities APAC Fund SCSP | 22 | Luxembourg | Special purpose vehicle | N/A | —%
Yangju Investment PTE. LTD. | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100%
Montero Japan Master Pte. Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100%
Montero Cruise JP 1 Pte. Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100%
Montero Cruise JP 2 Pte. Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100%
Capstone Living and Stay General Private Investment Company No. 1 | 39 | South Korea | Portfolio Company | Ordinary shares | 100%
Capstone Living and Stay General Private Investment Company No. 2 | 40 | South Korea | Portfolio Company | Ordinary shares | 100%
Rifa Private Real Estate Trust No. 24 | 41 | South Korea | Portfolio Company | Ordinary shares | 100%
ICG Core Private Equity Fund LP | 16 | Delaware | Limited Partner | N/A | —%
ICG Core Private Equity GP LLC | 16 | Delaware | General Partner | Ordinary shares | 100%
ICG Core Private Equity GP S.à r.l. | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Core Private Equity Master LP | 16 | Delaware | Limited Partner | N/A | —%
ICG Europe Fund IX GP LP SCSp | 28 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Europe Fund IX GP S.à r.l. | 28 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Infrastructure APAC I GP LP SCSp | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Real Estate Debt VII GP LP SCSp | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Real Estate Multi-Strategy GP I S.à r.l | 22 | Luxembourg | General Partner | Ordinary shares | 100%
ICG Switzerland GMBH |  | Switzerland | Advisory company | Ordinary shares | 100%
Intermediate Capital Managers (Australia) Pty Ltd (Korea Branch) | 3 | Korea | Branch | N/A | 100%
Australia Re Funding Co PTE. Ltd | 10 | Singapore | Special purpose vehicle | Ordinary shares | 100%
Godo Kaisha Co-living One | 42 | Japan | Special purpose vehicle | Ordinary shares | 100%
Godo Kaisha Converse | 42 | Japan | Special purpose vehicle | Ordinary shares | 100%
ICG IDC 1 Pte Ltd | 10 | Singapore | Portfolio Company | Ordinary shares | 100%
ICG IDC 2 Pte Ltd | 10 | Singapore | Portfolio Company | Ordinary shares | 100%
IGISX General Real Estate Private Investment Company No.12 | 43 | South Korea | Portfolio Company | Ordinary shares | 100%
Tokutei Mokutei Co-living One | 42 | Japan | Special purpose vehicle | Ordinary shares | 100%
Tokutei Mokutei Converse | 42 | Japan | Special purpose vehicle | Ordinary shares | 100%

1. Registered addresses are disclosed on page 180.
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27. Subsidiaries continued

| Registered offices |  |
1 | Level 18, 88 Phillip Street, Sydney, NSW 2000, Australia |  |
2 | Level 31, 88 Phillip Street, Sydney, NSW 2000, Australia |  |
3 | Level 9, 88 Phillip Street, Sydney, NSW 2000, Australia |  |
4 | 75 Fort Street, Clifton House, c/o Estera Trust (Cayman) Limited, PO Box 1350, Grand Cayman, |  |
| KY1-1108, Cayman Islands |  |
5 | PO Box 309, Ugland House, C/o Maples Corporate Services Limited, Grand Cayman, KY1-1104, |  |
| Cayman Islands |  |
6 | 17 Regan Way, Chetwynd Business Park, Chilwell, Nottingham, NG9 6RZ, England & Wales |  |
7 | Brock House, 19 Langham Street, London, England, W1W 6BP |  |
8 | 1 rue de la Paix, Paris, 75002, France |  |
9 | 12th Floor, An der Welle 5, Frankfurt, 60322, Germany |  |
10 | 9 Temasek Boulevard, #12-01/02. Suntec Tower Two, 038989, Singapore |  |
11 | c/o Zedra Trust Company (Guernsey) Limited, 3rd Floor, Cambridge House, Le Truchot, St Peter Port, |  |
| GY1 1WD, Guernsey |  |
12 | Suites 1301-02, 13/F, AIA Central, 1 Connaught Road Central, Hong Kong |  |
13 | Corso Giacomo Matteotti 3, Milan, 20121, Italy |  |
14 | Level 23, Otemachi Nomura Building, 2-1-1 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan |  |
15 | 25 Farringdon Street, London, EC4A 4AB |  |
16 | c/o Maples Fiduciary Services (Delaware) Inc., Suite 302, 4001 Kennett Pike, Wilmington, DE, 19807, |  |
| United States |  |
17 | c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States |  |
18 | IFC 1, The Esplanade, St. Helier, JE1 4BP, Jersey |  |
19 | Ogier House,44 The Esplanade, St. Helier, JE4 9WG, Jersey |  |
20 | 12E, rue Guillaume Kroll, L - 1882 Luxembourg |  |
21 | c/o Intertrust Corporate Services Delaware LTD, Suite 210, 200 Bellevue Parkway, Wilmington, DE, |  |
| 1980 | 9, | United States
22 | 3, rue Gabriel Lippmann, L - 5365 Munsbach, Luxembourg |  |
23 | 32-36, boulevard d'Avranches L - 1160 Luxembourg, 1160, Luxembourg |  |
24 | 49 Avenue John F. Kennedy, Luxembourg, L-1855, Luxembourg |  |
25 | 5 Allée Scheffer, Luxembourg, L-2520, Luxembourg |  |

| Registered offices
26 | Index Tower, Floor 4, Unit 404, Dubai International Financial Centre, Dubai, United Arab Emirates
27 | 6, rue Eugene Ruppert, Luxembourg, L-2453, Luxembourg
28 | 60, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg
29 | 6H Route de Trèves, Senningerberg, L-2633, Luxembourg
30 | Paulus Potterstraat 20, 2hg., Amsterdam, 1071 DA, Netherlands
31 | Spark B, Aleja Solidarności 171, Warsaw, 00-877, Poland
32 | 8 Marina View, #32-06. Asia Square Tower 1, 018960, Singapore
33 | Serrano 30-3º, 28001 Madrid, Spain
34 | David Bagares Gata 3, 111 38 Stockholm
35 | Female Founders House Bredgade 45B, 3., kontor, Copenhagen, 607 1260, Denmark
36 | 12th Floor, Stockwerk, An der Welle 5, Frankfurt, 60322, Germany
37 | Corso Giacomo Matteotti 3, Milan, 20121, Italy
38 | 1 rue de la Paix, Paris, 75002, France
39 | 116, Ingye-ro, Paldal-gu, Suwon-si, Gyeonggi-do, Republic of Korea
40 | 182, Beotkkot-ro, Geumcheon-gu, Seoul, Republic of Korea
41 | 12F, 136, Sejong-daero, Jung-gu, Seoul, Republic of Korea
42 | 1-1-7-807 Motoakasaka, Minato-ku, Tokyo, Japan,
43 | 136, Sejong-daero, Jung-gu, Seoul, Republic of Korea

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27. Subsidiaries continued
The table below shows details of structured entities that the Group is deemed to control:

Name of subsidiary | Country of incorporation | % of ownership interests and voting rights
ICG US CLO 2014-1, Ltd. | Cayman Islands | 50%
ICG US CLO 2014-2, Ltd. | Cayman Islands | 72%
ICG US CLO 2014-3, Ltd. | Cayman Islands | 51%
ICG US CLO 2015-1, Ltd. | Cayman Islands | 50%
ICG US CLO 2015-2R, Ltd. | Cayman Islands | 83%
ICG US CLO 2016-1, Ltd. | Cayman Islands | 63%
ICG US CLO 2017-1, Ltd. | Cayman Islands | 60%
ICG US CLO 2020-1, Ltd. | Cayman Islands | 52%
ICG EURO CLO 2021-1 DAC | Ireland | 67%
ICG EURO CLO 2023-2 DAC | Ireland | 100%
St. Paul's CLO II DAC | Ireland | 85%
St. Paul's CLO III-R DAC | Ireland | 62%
St. Paul's CLO VI DAC | Ireland | 53%
St. Paul's CLO VIII DAC | Ireland | 53%
St. Paul's CLO XI DAC | Ireland | 57%
ICG Euro CLO 2023-1 DAC | Ireland | 100%
ICG Enterprise Carry (1) LP | Jersey | 100%
ICG Enterprise Carry (2) LP | Jersey | 50%
ICG US Senior Loan Fund | Cayman Islands | 100%
ICG Total Credit (Global) SCA | Luxembourg | 100%
ICG EURO CLO 2024-1 DAC | Ireland | 100%
ICG US CLO 2024-1, Ltd. | Cayman Islands | 100%
ICG US CLO 2024-R1, Ltd. | Cayman Islands | 100%

The structured entities controlled by the Group include £5,408m (2024: £5,089.7m) of assets and £5,408m (2024: £5,087.7m) of liabilities within 23 funds listed above. These assets are restricted in their use to being the sole
means by which the related fund liabilities can be settled. All other assets can be accessed or used to settle the other liabilities of the Group without significant restrictions.
The Group has not provided contractual or non-contractual financial or other support to a consolidated structured entity during the period. It is not the current intention to provide such support, including the intention to assist
the structured entity in obtaining financial support.
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27. Subsidiaries continued
Subsidiary audit exemption
For the period ended 31 March 2025, the following companies were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. The member(s)
1
of the following
companies have not required them to obtain an audit of their financial statements for the period ended 31 March 2025.

Company | Registered number | Member(s)
ICG FMC Limited | 7266173 | Intermediate Capital Group plc
ICG Global Investment UK Limited | 7647419 | Intermediate Capital Group plc
ICG Japan (Funding 2) Limited | 9125779 | Intermediate Capital Group plc
ICG Longbow Development (Brighton) Limited | 8802752 | Intermediate Capital Group plc
ICG Longbow Richmond Limited | 11210259 | Intermediate Capital Group plc
ICG Longbow BTR Limited | 11177993 | Intermediate Capital Group plc
ICG Longbow Senior Debt I GP Limited | 2276839 | Intermediate Capital Group plc
Intermediate Capital Investments Limited | 2327070 | Intermediate Capital Group plc
LREC Partners Investments No. 2 Limited | 7428335 | Intermediate Capital Group plc
ICG Longbow Development Debt Limited | 9907841 | ICG-Longbow Development GP LLP
ICG Ltd (formerly ICG Asset Management Ltd) | 14542130 | Intermediate Capital Group plc
ICG-Longbow Development GP LLP | OC396833 | Intermediate Capital Group plc, ICG FMC Limited
ICG-Longbow Investment 3 LLP | OC395389 | ICG FMC Limited, Intermediate Capital Managers Limited
ICG Enterprise Co-Investment GP Limited | 9961033 | Intermediate Capital Group plc, ICG FMC Limited
ICG EFV MLP GP Limited | 7758327 | ICG EFV MLP Ltd
ICG Senior Debt Partners UK GP Limited | 8562977 | Intermediate Capital Group plc, ICG FMC Limited
ICG Co-Investment 2024 Plus Limited | 16107851 | Intermediate Capital Group plc

1. Shareholders or Partners, as appropriate.
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28. Associates and joint ventures
Accounting policy
Investment in associates
An associate is an entity over which the Group has significant influence, but no control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes they
are designated at fair value through profit or loss.
Investment in joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control over the arrangement have rights to the net assets of the arrangements. The results and assets and liabilities of joint ventures are incorporated
in these financial statements using the equity method of accounting from the date on which the investee becomes a joint venture, except when the investment is held for venture capital purposes in which case they are
designated as fair value through profit and loss. Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement of financial position at cost, and adjusted thereafter to recognise
the Group’s share of the joint venture’s profit or loss.
The nature of some of the activities of the Group associates and joint ventures are investment related which are seen as complementing the Group’s operations and contributing to achieving the Group’s overall strategy. The
remaining associates and joint ventures are portfolio companies not involved in investment activities.
Details of associates and joint ventures
Details of each of the Group’s associates at the end of the reporting period are as follows:

|  |  | Proportion of |  | Proportion of |
|  |  | ownership | Income | ownership | Income
|  |  | interest/voting | distributions | interest/voting | distributions
|  |  | rights held by the | received from | rights held by the | received from
|  |  | Group | associate | Group | associate
Name of associate | Principal activity | Country of incorporation | 2025 | 2025 | 2024 | 2024
ICG Europe Fund V Jersey Limited 1 | Investment company | Jersey | 20% | — | 20% | 4.5
ICG Europe Fund VI Jersey Limited 1 | Investment company | Jersey | 17% | 56.8 | 17% | (3.0)
ICG North American Private Debt Fund 2 | Investment company | United States of America | 20% | 1.8 | 20% | 1.1
ICG Asia Pacific Fund III Singapore Pte. Limited 3 | Investment company | Singapore | 20% | 1.3 | 20% | 4.1
KIK Equity Co-invest LLC 2 | Investment company | United States of America | 25% | — | 25% | —
Seaway Topco, LP 2 | Investment company | United States of America | 49% | — | 49% | —

1. The registered address for this entity is IFC 1 – The Esplanade, St Helier, Jersey JE1 4BP.
2. The registered address for this entity is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States
3. The registered address for this entity is 9 Raffles Place. #26-01. Republic Plaza, 048619, Singapore
The Group has a shareholding in each of ICG Europe Fund V Jersey Limited, ICG Europe Fund VI Jersey Limited, ICG North American Private Debt Fund, ICG Asia Pacific Fund III Singapore Pte. Limited and KIK Equity Co-invest
LLC arising from its co-investment with a fund. The Group appoints the General Partner (GP) to each of these funds. The investors have substantive rights to remove the GP without cause. The Funds also each have an Advisory
Council, nominated by the investors, whose function is to ensure that the GP is acting in the interest of investors. As the Group has a 17%–25% holding, and therefore significant influence in each entity, they have been
considered as associates.
Ambient Enterprises LLC is no longer classified as an associate due to sales made in the year. The investment is now classified as a financial asset at fair value through profit and loss.
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28. Associates and joint ventures continued
Details of each of the Group’s joint ventures at the end of the reporting period are as follows:

|  |  |  | Proportion of ownership | Proportion of voting
Name of joint venture | Accounting method | Principal activity | Country of incorporation | interest held by the Group 2025 | rights held by the Group 2025
Brighton Marina Group Limited | Fair value | Investment company | United Kingdom | 70% | 50%

Brighton Marina Group Limited is accounted for at fair value in accordance with IAS28 and IFRS9 and the Group’s accounting policy in note 5 to the financial statements.
The Group holds 70% of the ordinary shares of Brighton Marina Group Limited and the management of this entity is jointly controlled with a third party who the Group does not control and therefore the Group is unable to
execute decisions without the consent of the third party.
Significant restriction
There are no significant restrictions on the ability of associates and joint ventures to transfer funds to the Group other than having sufficient distributable reserves.
Summarised financial information for associates and joint ventures material to the reporting entity
The Group’s only material associate or joint venture is ICG Europe Fund VI Jersey Limited which is an associate measured at fair value through profit and loss. The information below is derived from the IFRS financial statements
of the entities. Materiality has been determined by the carrying value of the associate as a percentage of total Group assets.
The entity allows the Group to co-invest with ICG Europe Fund VI, aligning interests with other investors. In addition to the returns on its co-investment the Group receives performance-related fee income from the funds (see
note 3). This is industry standard and is in line with other funds in the industry.

| ICG Fund VI Jersey Limited |
| 2025 | 2024
| £m | £m
Current assets | 358.1 | 0.6
Non-current assets | 952.6 | 975.4
Current liabilities | (357.7) | —
| 953.0 | 976.0
Revenue | 343.1 | 185.0
Expenses | (0.2) | (0.2)
Total comprehensive income | 342.9 | 184.8

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29. Unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the
relevant activities are directed by means of contractual arrangements. The Group has determined that it has an interest in a structured entity where the Group holds an investment, loan, fee receivable or commitment with an
investment fund or CLO. Where the Group does not hold an investment in the structured entity, management has determined that the characteristics of control, in accordance with IFRS 10, are not met.
The Group, as fund manager, acts in accordance with the pre-defined parameters set out in various agreements. The decision-making authority of the Group and the rights of third parties are documented. These agreements
include management fees that are commensurate with the services provided and performance fee arrangements that are industry standard. As such, the Group is acting as agent on behalf of these investors and therefore these
entities are not consolidated into the Group’s results. Consolidated structured entities are detailed in note 27.
At 31 March 2025, the Group’s interest in and exposure to unconsolidated structured entities including outstanding management and performance fees are detailed in the table below, and recognised within financial assets at
FVTPL and trade and other receivables in the statement of financial position:

|  |  |  |  | 2025 |
| Investment in | Management fees |  | Performance fees |  | Maximum
| Fund | receivable | Management fee rates | receivable | Performance fee rates | exposure to loss
Funds | £m | £m | % | £m | % | £m
Structured Capital and Secondaries | 1,823.8 | 86.4 | 0.25% to 1.38% | 102.6 | 20%–25% of total performance fee of 10%–20% of profit over the threshold | 2,012.8
Real Assets | 442.7 | 21.8 | 0.03% to 1.23% | — | 20% of total performance fee of 15%–20% of profit over the threshold | 464.5
Debt | 384.8 | 28.3 | 0.29% to 1.50% | 5.8 | 20% of returns in excess of 0% for Alternative Credit Fund only and IRR of 12% | 418.9
|  |  |  |  | for CLOs |
Total | 2,651.3 | 136.5 |  | 108.4 |  | 2,896.2

|  |  |  |  | 2024 |
| Investment in | Management fees |  | Performance fees |  | Maximum
| Fund | receivable | Management fee rates | receivable | Performance fee rates | exposure to loss
Funds | £m | £m | % | £m | % | £m
Structured Capital and Secondaries | 1,720.6 | 83.0 | 0.19% to 1.37% | 60.5 | 20%–25% of total performance fee of 10%–20% of profit over the threshold | 1,864.1
Real Assets | 401.6 | 17.7 | 0.30% to 1.24% | — | 20% of total performance fee of 15%–20% of profit over the threshold | 419.3
Debt | 455.9 | 30.6 | 0.29% to 1.50% | 23.2 | 20% of returns in excess of 0% for Alternative Credit Fund only and IRR of 12% | 509.7
|  |  |  |  | for CLOs |
Total | 2,578.1 | 131.3 |  | 83.7 |  | 2,793.1

The Group’s maximum exposure to loss is equal to the value of any investments held and unpaid management fees and performance fees.
The Group has not provided non-contractual financial or other support to the unconsolidated structured entities during the year. It is not the current intention to provide such support, including the intention to assist the
structured entity in obtaining financial support.
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30. Net cash flows from operating activities
Accounting policy
Cash flows arising from the acquisition and disposal of assets to seed new investment strategies are classified as operating, as this activity is undertaken to establish new sources of fund management fee income, growing the
operating activities of the Group.

|  | Year ended | Year ended
|  | 31 March 2025 | 31 March 2024
|  | Group | Group
| Notes | £m | £m
Profit before tax from continuing operations |  | 530.5 | 530.8
Adjustments for non-cash items: |  |  |
Fee and other operating income | 3 | (676.0) | (554.8)
Net investment returns | 9 | (284.7) | (405.3)
Interest income | 8 | (19.5) | (21.6)
Net fair value gain on derivatives |  | (38.4) | (22.8)
Impact of movement in foreign exchange rates |  | 28.1 | 33.3
Interest expense | 10 | 43.7 | 49.5
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets | 16, 17 | 17.8 | 18.0
Share-based payment expense |  | 45.6 | 43.9
Working capital changes: |  |  |
Increase in trade and other receivables |  | (87.6) | (88.7)
Increase/(decrease) in trade and other payables |  | 12.3 | (17.7)
|  | (428.2) | (435.4)
Proceeds from sale of seed investments |  | 285.6 | 319.2
Purchase of seed investments |  | (165.9) | (312.1)
Purchase of investments |  | (2,960.6) | (1,729.7)
Proceeds from sales and maturities of investments |  | 3,117.4 | 2,233.1
Proceeds from borrowing related to seed investments |  | 47.4 | —
Issuance of CLO notes |  | 577.0 | —
Redemption of CLO notes |  | (1,085.0) | (389.1)
Interest received |  | 520.0 | 447.2
Dividends received |  | 44.4 | 47.0
Fee and other operating income received |  | 663.3 | 496.4
Interest paid |  | (410.9) | (379.5)
Cash flows generated from operations |  | 204.5 | 297.1
Taxes paid |  | (68.4) | (41.2)
Net cash flows from operating activities | 30 | 136.1 | 255.9

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30. Net cash flows from operating activities continued
Cash flows as a result of a change in control as presented in Investing activities in the Consolidated statement of cash flows (page 121) consists of aggregate cashflows of £260.2m, arising from obtaining control of ICG EURO
CLO 2024-1 DAC, ICG US CLO 2024-1, Ltd. and ICG US CLO 2024-R1. Total cash consideration paid amounted to £79.3m. At the point control was obtained in respect of these CLO’s, the net asset value of these interests was
£2.8m which is predominantly comprised of financial assets of £587.1m, cash of £339.5m and financial liabilities of £923.8m. The Group also obtained control of ICG Core Private Equity Fund LP during the year. Total cash
consideration paid amounted to £9.3m, at the point control was obtained the net asset value was £nil and predominantly comprised of cash of £9.3m and financial liabilities of £9.3m.
During the year the Group ceased to control Infrastructure Asia and no cash consideration was received as at 31 March 2025. Immediately prior to the disposal, the net asset value of these interests was £61.6m,
predominantly comprised of financial assets of £68.7m and financial liabilities of £7.1m.

|  | Year ended | Year ended
|  | 31 March 2025 | 31 March 2024
|  | Company | Company
| Notes | £m | £m
Profit before tax from continuing operations |  | 912.1 | 298.2
Adjustments for non-cash items: |  |  |
Fee and other operating income | 3 | (4.7) | (16.3)
Dividend income |  | (909.4) | (240.0)
Interest income |  | (73.7) | (75.1)
Net investment returns |  | (7.8) | (8.9)
Net fair value gain on derivatives |  | (37.9) | (23.5)
Impact of movement in foreign exchange rates |  | (65.6) | (99.7)
Interest expense |  | 138.9 | 124.4
Depreciation, amortisation and impairment of property, equipment and intangible assets | 16, 17 | 9.6 | 10.9
Write-down of intercompany loan balance |  | — | 12.2
Intragroup reallocation of incurred costs |  | (97.9) | (80.6)
Working capital changes: |  |  |
Decrease in trade and other receivables |  | 14.3 | 7.3
Decrease in trade and other payables | 20 | (21.8) | (74.1)
|  | (143.9) | (165.2)
Purchase of investments |  | (25.2) | (28.0)
Proceeds from sales and maturities of investments |  | 70.9 | 70.1
Interest received |  | 27.7 | 21.4
Fee and other operating income received |  | 17.6 | 11.7
Interest paid |  | (41.2) | (46.8)
Cash flows used in operations |  | (94.1) | (136.8)
Tax refund/(payment) |  | 3.6 | (24.2)
Net cash flows used in operating activities | 30 | (90.5) | (161.0)

1. Decrease in trade and other payables in the prior year has been represented and now includes amounts previously disclosed as share-based payment expense.
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31. Contingent liabilities
The Parent Company and its subsidiaries may be party to legal claims arising in the course of business. The Directors do not anticipate that the outcome of any such potential proceedings and claims will have a material adverse
effect on the Group’s financial position and at present there are no such claims where their financial impact can be reasonably estimated. The Parent Company and its subsidiaries may be able to recover any monies paid out in
settlement of claims from third parties.
There are no other material contingent liabilities.
32. Post balance sheet events
There have been no material events since the balance sheet date.
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Non-IFRS alternative performance measures (APM) are defined below:
APM cash
Total cash excluding balances within consolidated structured entities.
APM earnings per share
EPS
APM profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed in note 15.
APM Group profit before tax
Group profit before tax adjusted for the impact of the consolidated structured entities (see note 4). As at 31 March, this is calculated as follows:
2025 2024
Profit before tax
£530.5m £530.8m
Plus consolidated structured entities
£1.7m £67.0m
APM Group profit/(loss) before tax
£532.2m £597.8m
APM net asset value pershare
Total equity from the statement of financial position adjusted for the impact of the consolidated structured entities divided by the closing number of ordinary shares. As
at 31 March, this is calculated as follows:
2025 2024
Total equity (Note 4)
£2,496.0m
£2,295.4m
Closing number of ordinary shares (previously reported as 286,699,346 in 2024 updated due to the change as
disclosed in the finance review)
290,636,892 290,631,993
Net asset value per share
859p 790p
Assets under management
AUM
Value of all funds and assets managed by the Group. AUM is calculated by adding fee-earning AUM, AUM not yet earning fees, fee-exempt AUM and the value of the
Balance Sheet Investment Portfolio.
2025 2024
Third-party AUM
$108.4bn
$94.5bn
Balance sheet investment portfolio
$3.9bn
$3.9bn
Total AUM
$112.3bn $98.4bn
Available cash
Total available cash comprises APM cash less regulatory liquidity requirements.
2025 2024
APM cash
£604.8m £627.4m
Regulatory liquidity requirement
(£57.0)m (£53.0)m
Available cash
£547.8m £574.4m
Balance sheet investment
portfolio
The balance sheet investment portfolio represents financial assets from the statement of financial position, adjusted for the impact of the consolidated structured
entities and excluding derivatives.
2025 2024
Total non-current and current financial assets
Note 4 £3,054.9m £3,080.3m
Derivative (assets)
(£26.9)m (£10.3)m
Total balance sheet investment portfolio
£3,028.0m £3,070.0m
Cash profit
PICP
Cash profit is defined as internally reported profit before tax and incentive schemes, adjusted for non-cash items
2025 2024
APM profit before tax
£532.2m
£597.8m
Add back incentive schemes
£158.3m
£171.9m
Other adjustments
£159.2m
(£258.8)m
Cash profit
£849.7m £510.9m
Earnings per share
EPS
Profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed in note 15.
EBITDA
Earnings before interest, tax, depreciation and amortisation.
Term
Short Form
Definition
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Fee Earning AUM
FEAUM
AUM for which the Group is eligible to be paid a management fee or performance fee.
Group cash flows from operating
activities – APM
Group cash flows from operating activities – APM is net cash flows from operating activities adjusted for interest paid
2025 2024
Group cash flows from operating activities – APM
£537.4m
£388.9m
Interest paid
(£41.2)m
(£49.3)m
Net cash flows from/(used in) operating activities
Note 4
£496.2m
£339.6m
Term
Short Form
Definition
Group cash flows from financing
activities – APM
Group cash flows from financing activities – APM is net cash flows from financing activities adjusted for interest paid and the payment of principal portion of lease
liabilities
2025 2024
Group cash flows from financing activities – APM
(£495.6)m
(£241.6)m
Interest paid
£41.2m
£49.3m
Payment of principal portion of lease liabilities
(£12.2)m
(£8.4)m
Net cash flows from/(used in) financing activities
Note 4
(£524.6)m
(£282.5)m
Net cash flows used in investing
activities
Other operating cash flows is net cash flows from investing activities adjusted for the payment of principal portion of lease liabilities
2025 2024
Net cash flows used in investing activities
£15.8m
£22.0m
Payment of principal portion of lease liabilities
(£12.2)m
(£8.4)m
Other operating cash flows
£2.6m
£13.6m
Interest expense
Interest expense excludes the cost of financing associated with the consolidated structured entities. See note 10 for a full reconciliation.
Term
Short Form
Definition
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Net current assets
The total of cash, plus current financial assets, plus other current assets, less current liabilities as internally reported. This excludes the consolidated structured entities.
Asat 31 March, this is calculated as follows:
2025 2024
Cash
£604.8m
£627.4m
Current financial assets
£248.7m
£366.6m
Other current assets
£270.2m
£299.1m
Current financial liabilities
(£122.4)m
(£268.4)m
Other current liabilities
(£271.2)m
(£255.8)m
Net current assets
£730.1m £768.9m
On an IFRS basis net current assets are as follows:
2025 2024
Cash
£860.2m
£990.0m
Current financial assets
—
—
Other current assets
£529.0m
£486.3m
Disposal groups held for sale
—
—
Current financial liabilities
(£120.1)m
(£268.5)m
Other current liabilities
(£611.4)m
(£567.0)m
Liabilities directly associated with disposal groups held for sale
— —
Net current assets
£657.7m £640.8m
Net financial debt
Net financial debt includes available cash whereas gearing uses gross borrowings and is therefore not impacted by movements in cash balances. Gross drawn debt less
available cash of the Group, as at 31 March, is calculated as follows:
2025 2024
Total liabilities held at unamortised cost
£1,175.9m
£1,447.4m
Impact of upfront fees/unamortised discount
£1.1m
£0.6m
Gross drawn debt (see page 197)
£1,177.0m
£1,448.0m
Less available cash
(£547.8)m
(£574.4)m
Net debt
£629.2m £873.6m
Term
Short Form
Definition
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Term
Short Form
Definition
Net gearing
Net debt, excluding the consolidated structured entities, divided by total equity from the statement of financial position adjusted for the impact of the consolidated
structured entities. As at 31 March, this is calculated asfollows:
2025 2024
Net debt
£629.2m
£873.6m
Shareholders’ equity
£2,496.0m
£2,295.4m
Net gearing
0.25x 0.38x
Net Investment Returns
NIR
Net Investment Returns is the income generated by the balance sheet investment portfolio and interest income less asset impairments and CLO equity dividends.
Operating cash flow
Operating cash flow represents the cash generated from operating activities from the statement of cash flows, adjusted for the impact of the consolidated structured
entities. See note 4 for a full reconciliation.
Operating profit margin
Fund Management Company profit before tax divided by Fund Management Company total revenue. As at 31 March this is calculated as follows:
2025 2024
Fund Management Company profit before tax
£461.4m
£374.4m
Fund Management Company total revenue
£766.0m
£652.0m
Operating profit margin
60.2% 57.4%
Total available liquidity
Total available liquidity comprises available cash and undrawn debt facilities.
Total Balance Sheet Returns
Net Investment Returns aggregated with FMC CLO dividends.
Total fund size
Total fund size is the sum of third-party AUM and ICG plc’s commitment to that fund.
Weighted-average fee rate
The average fee rate computed by weighting fee rates as at 31 March 2025 relative to FEAUM.
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Other definitions which have not been identified as non-IFRS GAAP alternative performance measures are as follows:
Term
Short Form
Definition
Other additions (of AUM)
Within AUM: New commitments of capital by clients including recycled AUM. Within third-party fee-earning AUM: the aggregate of new commitments of capital by
clients that pay fees on committed capital, and deployment of capital that charges fees on invested capital.
AIFMD
The EU Alternative Investment Fund Managers Directive.
Alternative performance
measure
APM
These are non-IFRS financial measures.
CAGR
Compound Annual Growth Rate.
Catch-up fees
On funds that charge fees on committed capital, fees are charged from the date of the first close, irrespective of when the commitment is made. The first fee payment
clients make can therefore include fees that relate to prior fiscal years. Those fees are booked in the year they are received and are referred to as ‘catch-up fees'.
Client base
Client base includes all direct investment fund and liquid credit fund investors.
Closed-end fund
A fund where investor’s commitments are fixed for the duration of the fund and the fund has a defined investment period.
Co-investment
Co-invest
A direct investment made alongside or in a fund taking a pro-rata share of all instruments.
Collateralised Loan Obligation
CLO
CLO is a type of investment grade security backed by a pool of loans.
Close
A stage in fundraising whereby a fund is able to release or draw down the capital contractually committed at that date.
Default
An ‘event of default’ is defined as:
A company fails to make timely payment of principal and/or interest under the contractual terms of any financial obligation by the required payment date
A restructuring of the company’s obligations as a result of distressed circumstances
A company enters into bankruptcy or receivership
Deal Vintage Bonus
DVB awards are a long-term employee incentive, enabling certain investment teams, excluding Executive Directors, to share in the future realised profits from certain
investments within the Group's balance sheet portfolio.
Direct investment funds
Funds which invest in self-originated transactions for which there is a low volume, illiquid secondary market.
DPI
Distribution to Paid-In Capital
Employee Benefit Trust
EBT
Special purpose vehicle used to purchase ICG plc shares which are used to satisfy share options and awards granted under the Group’s employee share schemes.
Environmental, Social and
Governance
ESG
Environmental, social and governance (ESG) criteria are a set of standards for a company’s operations that socially-conscious investors use to screen potential
investments.
Financial Conduct Authority
FCA
Regulates conduct by both retail and wholesale financial service companies in provision of services toconsumers.
Financial Reporting Council
FRC
The UK’s independent regulator responsible for promoting high quality corporate governance and reporting.
Fund
A pool of third-party capital allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates.
Fund Management Company
FMC
The Group’s fund management business, which sources and manages investments on behalf of the IC and third-party funds.
Fund level leverage
Debt facilities utilised by funds to finance assets.
Gross money on invested capital
Gross MOIC
Total realised and unrealised value of investments (before deduction of any fees), divided by the total invested cost.
HMRC
HM Revenue & Customs, the UK tax authority.
IAS
International Accounting Standards.
IFRS
International Financial Reporting Standards as adopted by the United Kingdom.
Illiquid assets
Asset classes which are not actively traded.
Internal Rate of Return
IRR
The annualised return received by an investor in a fund. It is calculated from cash drawn from and returned to the investor together with the residual value of the asset.
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Investment Company
IC
The Investment Company invests the Group’s balance sheet to seed and accelerate emerging strategies, and invests alongside the Group's more established funds to align
interests between the Group's client, employees and shareholders. It also supports a number of costs including for certain central functions, a part of the Executive
Directors' compensation and the portion of the investment teams' compensation linked to the returns of the balance sheet investment portfolio.
Key Person
Certain funds have a designated Key Person. The departure of a Key Person without adequate replacement triggers a contractual right for investors to cancel their
commitments or kick-out of the Group as fund manager.
Key performance indicator
KPI
A business metric used to evaluate factors that are crucial to the success of an organisation.
Key risk indicator
KRI
A measure used to indicate how risky an activity is. It is an indicator of the possibility of future adverse impact.
Liquid assets
Asset classes with an active, established market in which assets may be readily bought and sold.
LTM EBITDA
Last twelve month's earnings before interest, tax, depreciation and amortisation.
Market movements
Market movements of AUM comprises revaluation of non-USD denominated funds and changes in net asset value for funds where the measurement of AUM is based on
the fund net asset value.
Money multiple
MOIC or MM
Cumulative returns divided by original capital invested.
Net currency assets
Net assets excluding certain items including; trade and other receivables, trade and other payables, property plant and equipment, cash balances held by the Group’s fund
management entities and current and deferred tax assets and liabilities.
Open-ended fund
A fund which remains open to new commitments and where an investor’s commitment may be redeemed with appropriate notice.
Performance fees
Carried interest
or Carry
Share of profits that the fund manager is due once it has returned the cost of investment and agreed preferred return to investors.
Principles for Responsible
Investment
UN PRI
The Principles for Responsible Investment is an independent association promoting responsible investment to its network in order to enhance returns and better manage
risks of investments.
Realisation
The return of invested capital in the form of principal, rolled-up interest and/or capital gain.
Realisations (of AUM)
Reductions in AUM due to capital being returned to investors and/or no longer able to be called by the fund, and the reduction in AUM due to step-downs.
Recycle (of AUM)
Where the fund is able to re-invest capital that has previously been invested and then realised. This is typically only within a defined period during the fund's investment
period and is generally subject to certain requirements.
Relevant investments
Relevant investments include all direct investments within ICG’s Structured and Private Equity asset class and Infrastructure Equity strategy, where ICG has sufficient
influence. Sufficient influence is defined by SBTi as follows: at least 25% of fully diluted shares and at least a board seat.
RCF
Revolving credit facility.
Seed investments
Investments within the balance sheet investment portfolio that the Group anticipates transferring to a fund in due course, typically made where the Group is seeding new
strategies in anticipation of raising a fund.
Step-down
A reduction in AUM resulting from the end of the investment period in an existing fund or when a subsequent fund starts to invest. Funds that charge fees on committed
capital during the investment period will normally shift to charging fees on net invested capital post step-down. There is generally the ability to continue to call further
capital from funds that have had a step-down in certain circumstances.
Separately Managed Account
SMA
Third-party capital committed by a single investor allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates.
Science-based target
SBT
A decarbonisation target independently validated by the Science Based Targets initiative (SBTi) which defines and promotes best practice in science-based target setting
in line with the latest climate science.
Structured entities
Entities which are classified as investment funds, credit funds or CLOs and are deemed to be controlled by the Group, through its interests in either an investment, loan,
fee receivable, guarantee or commitment.
Task Force on Climate-related
Financial Disclosures
The TCFD was created by the Financial Stability Board to develop recommendations on the types of information that companies should disclose to support investors,
lenders, and insurance underwriters in appropriately assessing and pricing a specific set of risks related to climate change.
UK Corporate Governance Code
The Code
Sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders.
Term
Short Form
Definition
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The Greenhouse gas emissions (GHG) statement (see page 61) is prepared in accordance with the GHG
Protocol Corporate Accounting and Reporting Standard, aligned with the Scope 2 Guidance, and Corporate
Value Chain (Scope 3) Standard. ICG attempts to use primary activity data to calculate GHG emissions where
possible, but where data is missing or unavailable, values have been estimated using either extrapolation of
available data or data from the previous year. The following Basis of Preparation is for FY25 figures, please see
previous Annual Reports and Accounts for the Basis for Preparation for previous years.
Reporting period and boundary
ICG’s GHG emissions reporting period of 1 April to 31 March is in line with our Annual Report and Accounts.
We consolidate our organisational boundary according to the operational control approach, which includes all
our offices with five or more employees as at 31 December 2024, with the exception of our Stockholm office
that had four employees as at 31 December 2024, but five in the prior reporting period (FY24) and at 31 March
2025 so it has been included for consistency.
Due to data availability at the reporting date, ICG has utilised data for the calendar year (1 January – 31
December 2024) meaning January – March 2024 data is used as a proxy for the January – March 2025 period.
This method is in line with calculations in previous periods and therefore provides comparability between
years. The exceptions to this approach are (1) Scope 3 Purchased Goods and Services (incl. Capital Goods)
related data where ICG has used the full financial year data (1 April 2024 – 31 March 2025) because a new
finance system has allowed more timely access to better quality data and thus represents a more accurate data
source. This is a new development in FY25, in FY24 the data used was used 1 January 2023 – 31 December
2023 with the first three months a proxy for 1st January 2024 – 31 March 2024; (2) there is one instance
where a site based in serviced offices is unable to obtain data for the exact period. In this situation, we obtain
data for the closest possible period which acts as a proxy for the year; (3) some offices were unable to obtain
waste and water data from landlords. These have been excluded from the footprint.
The GHG emissions sources that constituted our operational boundary for the reporting period are: Scope 1:
Combustion of fuel and operation of facilities; Scope 2: Purchased electricity consumption for our own use
(both location-based and market-based as required by the GHG Protocol Scope 2 Guidance), and purchased
heat from district heating energy schemes (added from FY24); Scope 3: Business travel (rail, taxis, hotels, air
travel and car rental), water supply and waste generation, transmission and distribution of electricity and
district heating, purchased goods and services (including capital goods expenditure).
Numbers provided in the GHG emissions statement have been rounded up or down to the nearest metric
tonne of CO2e (tCO
2
e).
Emissions related to offices: Scope 1 and Scope 2 emissions, Scope 3 waste generated in
operations, and Scope 3 fuel and energy-related activities
For Scope 1 refrigerants (when available), stationary combustion, gas heating and district heating (when
present), Scope 2 electricity use and district heating, Scope 3 water and waste (when available) and Scope 3
Fuel-related energy activities we have used actual usage data from periodic utility bills where possible.
Emissions factors used were (1) Electricity country level location based (UK - DEFRA, EU – AIB, RoW – IEA) (2)
Fuel use, waste/ various recycling and water supply and treatment (All countries – DEFRA).
For non-UK European locations, residual mix emission factors have been used for market-based emissions this
year as a result of better quality of data being available reflecting recommendations in line with the GHG
protocol. Previous years values have not been restated.
Fuel-related Energy Activities also includes the transmission and distribution losses (including WTT T&D loss
and WTT generation) for both grid-based electricity and, for the first time this year, district heating purchased
energy. For Fuel-related Energy Activities we use DEFRA and International Energy Agency (IEA) emissions
factors.
For some smaller sites, where ICG’s floor area was not separately billed, landlords provided estimated usage
based on the area occupied in line with invoicing procedures. Where usage data is not available for the whole
year, we extrapolate the usage (by estimating a daily usage) to ensure a full 365-day reading.
In FY25 there are three facilities with district heating systems (FY24: two). Emissions are calculated based on
the average country-level emissions factors for district heating. Where the the country average factor is not
available the average emissions factors for the closet neighbouring country to the office have been used. For
example, in Poland we have used German-based district heating factors.
F-Gas use is for air-conditioned units only. This often falls under the operational control of the landlord and
outside our operational boundary – it also means we are not always able to obtain the data. Due to the sporadic
nature of top-ups to air conditioning units, and the minimal effect that top-ups will have on the carbon footprint
of our small offices, unless we receive the data from the landlord, this is assumed to be zero.
Renewable energy certificates are provided by energy suppliers in differing quality of presentation. This often
depends on the maturity of the renewable energy market in the specific country. ICG seeks the form of
Guarantee of origin/REGO certificates or power purchase agreements from the local supplier or renewable
energy tariffs. ICG requests 100% renewable energy tariffs from its suppliers if available, however where the
supplied certificate does not state this explicitly, it is assumed that this is the case for the market-based GHG
emissions. In some cases energy is not procured by ICG but the landlord/property agent, and therefore ICG has
less control over the electricity purchased.
Emissions related to Business Travel
Business travel data is split into five groups – air, rail, taxis, car rental, and hotels. Significant business travel
(with the exception of taxis) are booked through central business travel booking agents. Data outputs provided
by the travel booking agents were primarily used for emissions calculations. This has meant an increasing
proportion of GHG emissions calculations are made using distance based method and location-based emissions
factors in line with the requirements of the GHG protocol Corporate Value Chain (Scope 3) Standard. Whilst
most bookings are made through the central booking agents, there are instances where smaller local offices
have booked travel independently. We use best efforts to identify and calculate emissions for this separately
booked travel.
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Air Travel
Data such as the flight origin and destination, distance travelled, and class of travel were provided by the travel
booking agents. ICG used relevant emissions factors from the UK Department for Environment, Food and
Rural Affairs (DEFRA) - (GHG Conversion Factors for Company Reporting – Business travel – Air 2024). As per
DEFRA guidance, short-haul emissions factors were used for flights from/to the UK to other countries that had
a distance of less than 3,700km. Long haul emissions factors were used for flights from/to the UK to other
countries which had a distance greater than 3,700km. For travel within the UK, domestic flights emissions
factors were used. For travel between other countries the international flights DEFRA factors were used. The
class of travel was also used to associate the correct emissions factor. If DEFRA did not hold a seat class specific
factor (for example, there is no class of travel factor for Domestic UK flights), then the average flight factor was
used for the haul length.
There were limitations on data quality from one of the booking agents. It cannot differentiate which flights
were upgraded and which flights were exchanged for new flights or had amended dates (but kept the same
travel class). Therefore, an assumption was made, on the advice of the provider, that cabin class upgrades
generally cost over £500; any entries labelled as ‘upgrade/ exchange/reissue' were then filtered based on this
assumption and manually checked by the provider so that the correct cabin classes could be assigned. Raw data
from the booking agent also incorporated ‘miscellaneous’ costs to the booking agent. These fees were excluded
from the inventory as the provider stated that they were not related to travel but were additional costs
associated with prior bookings. They make up 3.5% of travel cost through the specific agent.
Rail Travel
Data utilised from booking providers included travel origin and destination, and distance travelled. For EU-
related travel, the Network for Transport Measures (NTM) for EU average rail emissions factors were used.
The NTM emissions factor is more accurate than using spend factors or DEFRA factor international rail travel
as it is focused on EU travel and electricity grids and incorporates well to wheel emissions. For rail travel in the
UK, Eurostar rail travel, and any rail travel between UK and EU, the UK government DEFRA emissions factors
were used. The single US train journey has been calculate using UK emissions factors due to the absence of
appropriately broad US emissions factors. Where distance travelled data was not available we estimated the
distance travelled by firstly using the departure /destination provided, then using third-party data to estimate
the distance between. If not available, we used amount spent from an average of the data points that had both
spend and related distance travelled by using third party data. For cases where there was an issues or gaps in
the recording of origin/destination locations, we manually assign locations and distances to the entry.
Hotel Stays
The travel bookings agent provided booking data consisting of country of hotel, number of nights stayed and
number of rooms used. DEFRA sourced factors for hotel stays in specific countries were applied. For countries
that did not have a DEFRA sourced emissions factor, we sourced an emissions factor from The Hotel
Footprinting tool (https://www.hotelfootprints.org/), using the four-star hotel option. All countries of hotel stay
for year ended 31 March 2025 are covered by this approach. In a small number of cases only the country of the
hotel was provided, so a country factor was used. In cases where no country is identified a default factor (based
on an average of other factors) is used.
Taxi Travel
Taxi travel is either booked through an online booking account, or claimed by staff through the expenses
system. The total spend on taxi travel from countries around the world was used as the basis for calculation for
most taxi travel. This spend on taxi travel was converted to GBP using YTD average FX rates for 31 December
2024, then converted to CO2e using the ‘exiobase’ spend base carbon emissions factor for land-based travel.
For FY25, there are 2 taxi vendors that provide estimated distance travelled as part of an annual summary
report. Due to availability of better data (distance travelled), the spend for these two vendors has been
removed from Scope 3 Purchased Goods and Services, and the distance travelled has been used to estimate
emissions using DEFRA emissions factors. The proportion of miles and emission factors allocated between the
vehicle types (from hybrid, electric and average internal combustion engine vehicles) is based on the proportion
of journeys taken by each vehicle, which is apportioned into the mileage total.
Car Rental
Rental vehicles are not a typical form of travel for ICG staff. Data is based on central bookings through the
travel suppliers, or through office by office expense submission (if car rental is separately booked). While
distance travelled for the car rental journey is the best form of data, this is not available in most circumstances.
The data generally available from providers is the number of days each vehicle is rented. In this circumstance,
to estimate distance travelled, by applying the assumption of 50 miles per day of rental. This is taken from an
average figure provided in a report from the Transport Research Laboratory, stating that rental vehicles are
driven for at least 50 miles a day. A DEFRA emissions factor, for average vehicles with unknown fuel type, is
then applied to this distance to estimate emissions from rental cars.
Emissions related to Scope 3: Purchased Goods and Services
HG emissions stemming from purchased goods and services (including capital goods) for this reporting period
were calculated using mostly a spend-based approach. For 13 large spend suppliers, actual corporate level
GHG data was used. ICG sourced total Scope 1, Scope 2 (market-based data where available, otherwise
location based) and Scope 3 (category 1 to 7 emissions only if available) GHG emissions from the most recent
(FY24) relevant publicly available disclosures of these suppliers. In the case where recent years emissions are
not available, previous years values are used (FY23 or FY22). The reporting periods used were for the closest
available reporting 12-month periods to ICG’s, though sometimes these did not align perfectly. ICG then
sourced the total revenue of these companies in the same period and calculated the emission factor as an
emissions per $ million spend. Then using the total value of the amount ICG spent with that supplier, ICG
allocated a proportion of emissions to itself from the supplier. For all spend outside the large 13 suppliers, the
remaining spend-related data was provided by the ICG finance team for the period 1 April 2024 – 31 March
2025. This includes spend on capital goods. Purchased Good and Services emissions are calculated using the
spend category as classified in the finance system for each products and services procured. These spend
categories were mapped to the DEFRA emissions factors by SIC codes which are based on the most recent UK
carbon footprint available at the time of calculation. 100% of supplier spend was categorised to a SIC code or
(for the largest 13-supplier specific emission factors). We exclude expenditure from the Purchased Goods and
Services calculation where these emissions have already been calculated for other categories (e.g. Business
travel). We treats sales tax in the same manner as treated by financial accounting.
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ICG Annual Report & Accounts 2025
Basis of preparation for GHG emissions statement continued
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Currency Drawn
£m
Undrawn
£m
Total
£m
Interest rate Maturity
Revolving Credit Facility (RCF) GBP — 550.0 550.0 SONIA + 1.15% October-27
Eurobond 2020 EUR 418.6 — 418.6 1.63% February-27
ESG Linked Bond EUR 418.6 — 418.6 2.50% January-30
Total bonds
837.2 — 837.2
PP 2015 – Class C USD 61.9 — 61.9 5.21% May-25
PP 2015 – Class F EUR 36.8 — 36.8 3.38% May-25
Private Placement 2015
98.7 — 98.7
PP 2016 – Class C USD 41.8 — 41.8 4.96% September-26
PP 2016 – Class F EUR 25.1 — 25.1 2.74% January-27
Private Placement 2016
66.9 — 66.9
PP 2019 – Class B USD 77.4 — 77.4 4.99% March-26
PP 2019 – Class C USD 96.8 — 96.8 5.35% March-29
Private Placement 2019
174.2 — 174.2
Total Private Placements
339.8 — 339.9
Total
1,177.0
550.0
1,727.0
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ICG Annual Report & Accounts 2025
Outstanding debt facilities
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Event
Date
– Ex-dividend date
– 12 June 2025
– Record date
– 13 June 2025
– Last date for dividend reinvestment election
– 11 July 2025
– Last date and time for submitting Forms of Proxy
– 14 July 2025, 2.30pm
– AGM and Q1 trading statement
– 16 July 2025
– Payment of final dividend
– 1 August 2025
– Half year results announcement
– 13 November 2025
Company Information
Stockbrokers
Numis Securities Limited
(trading as Deutsche Numis)
45 Gresham Street
London
EC2V 7BF
Auditor
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London
E14 5EY
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Registered office
Procession House
55 Ludgate Hill
London
EC4M 7JW
Company registration number
02234775
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ICG Annual Report & Accounts 2025
Shareholder and Company information
Overview
Strategic report
Governance report
Auditor’s report and financial statements
Other information
Forward-looking statements
This Annual Report includes statements that are, or may be deemed to be, ‘forward-looking statements’. These
forward-looking statements can be identified by the use of forward-looking expressions, including the terms
‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’, ‘will’ or ‘should’ or, in each case, their negative or
other variations or similar expressions, or by discussions of strategy, plans, objectives, goals, future events or
intentions.
These forward-looking statements include all matters that are not historical facts. They appear in a number of
places throughout this Annual Report and include, but are not limited to, the following: statements regarding
the intentions, beliefs or current expectations of the Directors, the Company and the Group concerning, among
other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group operates.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances. Forward-looking statements are not guarantees of future performance and the actual
results of the Group’s operations, financial condition and liquidity, and the development of the countries and
the industries in which the Group operates may differ materially from those described in, or suggested by, the
forward-looking statements contained in this Annual Report.
In addition, even if the results of operations, financial condition and liquidity, and the development of the countries and
the industries in which the Group operates, are consistent with the forward-looking statements contained in this
Annual Report, those results or developments may not be indicative of results or developments in subsequent periods.
Many of these factors are beyond the control of the Directors, the Company and the Group. Should one or more of
these risks or uncertainties materialise, or should underlying assumptions on which the forward-looking statements are
based prove incorrect, actual results may vary materially from those described in this Annual Report.
Except to the extent required by laws and regulations, the Directors, the Company and the Group do not intend, and do
not assume any obligation, to update any forward-looking statements set out in this Annual Report.
People metrics
1.Global Senior Management is ICG’s equivalent for the Combined Executive Committee (ExCo) and ExCo
Direct Reports population reported to the FTSE Women Leaders Review and Parker Review, defined in
2024. This includes ExCo members and direct reports to an Executive Director. For CBS, it also includes firm-
wide leadership roles in functional areas (Tax, Legal, Investor Relations, Compliance, COO, Finance, HR,
Corporate Affairs, Reward, and Internal Audit). For CSG, it includes firm-wide leadership roles for all client
functions. For INV, it includes firm-wide leadership roles (Investment Office, Head of ESG) and/or MRTs
leading a business with more than 5% of AUM in a UK entity, as per Board-approved definition of MRTs
(excluding PEFI).
2.The UK Senior Management population (WIFC) defined in 2024 includes ExCo members and roles based in
the UK that are direct reports to an Executive Director. For CBS, this also includes firm-wide leadership roles
in functional areas (Tax, Legal, Investor Relations, Compliance, COO, Finance, HR, Internal Audit, Corporate
Affairs, and Reward). For CSG, it includes the Europe Head of Marketing & Global Client Relations. For INV, it
includes firm-wide leadership roles (Head of Investment Office, Head of ESG) and/or MRTs leading a
business with more than 5% of AUM in a UK entity, as per Board-approved definition of MRTs (excluding
PEFI).
3.Global Senior Management is ICG’s equivalent for the Combined Executive Committee (ExCo) and ExCo
Direct Reports population, UK-located. For CBS, it also includes firm-wide leadership roles in functional
areas (Tax, Legal, Investor Relations, Compliance, COO, Finance, HR, Corporate Affairs, Reward, and Internal
Audit). For CSG, it includes firm-wide leadership roles for all client functions. For INV, it includes firm-wide
leadership roles (Investment Office, Head of ESG) and/or MRTs leading a business with more than 5% of
AUM in a UK entity, as per Board-approved definition of MRTs (excluding PEFI).
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ICG Annual Report & Accounts 2025
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