Final results for the financial year ended 31 March 2026

PERFORMANCE OVERVIEW

Unless stated otherwise, the financial results discussed herein are on the basis of alternative performance measures (APM), which the Board believes assists shareholders in assessing the financial performance of the Group.

Fee-earning AUM

1 On constant currency basis.
Business activity

1 Direct investment strategies. 2 Realisations of fee-earning AUM. 3 Includes Deployment and Realisations for Private Debt only.

Financial performance
Refer to the Glossary for detailed definitions.

1 Balance sheet portfolio is presented net of the DVB liability, see Glossary.
2 31 March 2026 dividend per share includes FY26 declared dividend.

1 Excluding £72m transition gain in FY26.

COMPANY PRESENTATION

A presentation for shareholders, debtholders and analysts will be held at 09:00 BST today: join via the link on our website.

A recording and transcript of the presentation will be available on demand from the same location in the coming days.

COMPANY TIMETABLE

ENQUIRIES

This results statement may contain forward looking statements. These statements have been made by the Directors in good faith based on the information available to them up to the time of their approval of this report and should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward looking information.

ABOUT ICG

ICG (LSE: ICG) is a global alternative asset manager with $126bn* in AUM and more than three decades of experience generating attractive returns. We operate from over 20 locations globally and invest our clients’ capital across Structured Capital; Private Equity Secondaries; Private Debt; Credit; and Real Assets.

Our exceptional people originate differentiated opportunities, invest responsibly, and deliver long-term value. We partner with management teams, founders, and business owners in a creative and solutions-focused approach, supporting them with our expertise and flexible capital. For more information visit our website and follow us on LinkedIn.
*As at 31 March 2026.

USE OF ALTERNATIVE PERFORMANCE MEASURES

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 the Finance review, which the Board believes assist shareholders in assessing their investment and the delivery of the Group’s strategy through its financial performance. The APM reported in respect of the year ended 31 March 2026 introduces Fee‑Related Earnings (FRE) as an additional profitability metric for the Group. Full details of all new APM, including Balance Sheet Portfolio and Net Balance Sheet Returns, are presented in the Glossary.

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 ahead of prior period at £588.2 (FY25: £530.5m). On the APM basis it was also above prior period at £586.2m (FY25: £532.2m).

CHIEF EXECUTIVE OFFICER’S REVIEW

Dear fellow shareholders,

FY26 was a strong year for ICG. We reinforced our scaled competitive position, established a strategic relationship with Amundi, and built on our track record of strategic and financial growth. We surpassed our fundraising expectations by some margin, putting us on track to deliver our four-year fundraising target potentially a year early. At a time when areas of the alternative asset management industry are under pressure, the consistency of our investment discipline and performance stands out, and is increasingly recognised by our institutional clients.

Periods of heightened uncertainty and volatility seem increasingly structural rather than episodic. Importantly, two of the challenges facing the industry today - liquidity strains within evergreen structures and exposure to businesses at direct risk of Al disruption - have limited direct impact on ICG. Our software exposure across the Group portfolio is approximately 10%, and even then only in highly cash generative businesses; while in private debt specifically, we do not have evergreen funds.

Against this backdrop, I believe the managers who will succeed and gain market share are those with a long track record of proven investment discipline; who offer clients access to a breadth of asset classes; and who have built multiple levers of growth, while being flexible and suitably resourced to execute on new opportunities as they arise.

ICG possesses these characteristics.

Our culture is unequivocally focused on investment performance: this will drive long-term shareholder value
Steadfast investment discipline and consistency of investment performance through cycles will drive long-term growth and shareholder value, rather than AUM gathering at the inevitable expense of returns. The current challenges in parts of the alternative asset management industry are making this very clear.

Investment performance starts with deployment and realisation discipline. The industry’s overall poor track record for returning capital, as measured by DPI metrics, in particular in recent years, has investors justifiably placing a high value on realised performance rather than potentially-optimistic NAVs. ICG’s industry-leading DPI performance across multiple strategies underpins our successful fundraising campaigns throughout this period.

Our investment committees drive this culture, and during the year these discussions have been some of the hardest in my memory. I continue to think pockets of equity valuations have more downside than upside risk, and credit terms remain very borrower friendly in most cases. Second- and third-order AI risk for many companies is likely to remain challenging to value for some time, and ongoing geopolitical conflicts add to the uncertainty of the economic outlook. Our downside-focused structuring expertise and our strong local origination capabilities ensure we can continue to deploy adequately while never compromising on risk.

Focus on long-term quality growth
We have deliberately built ICG as an engine for organic growth. This is only possible with a strong balance sheet and a long-term strategic vision.

Well executed, it is a powerful source of long-term per-share value creation. SDP (European direct lending) and Strategic Equity (GP-led secondaries) were both launched over a decade ago. Today they are large and highly profitable strategies, and we are looking forward to launching the sixth vintage of both in the coming months.           

Today, Real Estate, Infrastructure and LP Secondaries represent emerging drivers of future growth for our firm, building on our flagship strategies within Structured Capital, GP-led Secondaries and European Direct Lending. Our scaling strategies are increasingly visible in our financial results, accounting for 19% of our management fees in FY26 compared to 13% in FY21. This year we have launched the second vintage of LP Secondaries, which has a strong fundraising pipeline, and we closed Infrastructure Europe II and Metropolitan II above their targets. This was no small feat in the current environment, and is a critical milestone: the success of second vintages is vital to cementing the reputation and position of a strategy and as a result, we can look confidently to meaningful growth in both strategies in the coming decade.

The opportunities for growth within ICG have never been as large or as diverse.

Address large investable markets to be relevant to all asset allocators globally
Strong and sustained institutional demand continues to underpin ICG 's growth. With $126bn AUM, we are large enough to be meaningful to all asset allocators while being nowhere near at capacity from the institutional market.

In the last 24 months, we have closed six funds at or above target against a sector-wide backdrop in which the total AUM raised in private markets globally is down 21% compared to 2021 and the number of funds raised has halved over the same time period¹. Europe IX is on track to surpass its €10bn target which, would make it ICG’s largest ever commingled fund and the largest European structured capital fund ever raised globally at final close². This underlines how ICG is gaining share in a sector that is continuing to consolidate inorganically and organically.

Today we serve over 870 institutional clients globally, up 11% over the course of the year. Among these we are proud to count six of the largest ten US pension funds and seven of the ten largest sovereign wealth funds, as well as hundreds more institutions who invest on behalf of their clients, customers, pensioners and employees to build wealth and financial security.

The wealth market represents a large potential source of capital for private markets, but events in real estate in 2022 and in credit in recent months have made clear the challenges involved in designing and selling products that are intrinsically illiquid. I remain convinced that, adequately structured to preserve investment performance, alternative strategies can and should form an integral part of long-term wealth allocation. For ICG, wealth capital accounts for 4% of our AUM today³. The partnership we signed with Amundi and our relationships with global private banks constitute an incremental source of long-term upside potential where investment strategies and product structures are aligned with our investment approach.

Ensure you have the necessary resources to withstand any market headwind and execute on value-creating opportunities
The financial results we are reporting today reflect the consistency of our approach. A clear focus on investment performance and a commitment to building scaled and relevant strategies have enabled us to grow organically in a profitable and cash generative fashion.

For the year ended 31 March 2026 we generated fee-related earnings (FRE) of £350m, equivalent to 120p per share and up 23% in the year. Over the last five years our FRE has grown at an annualised rate of 30%. We also recognised £127m of performance fee income in the year and generated £861m of operating cash flow.

With £1.5bn of available liquidity and net debt of £113m, our balance sheet has never been stronger, and it puts ICG in an excellent position to weather market uncertainties and to take advantage of opportunities that will inevitably arise.

This combination of performance, scale and financial strength positions ICG to continue to compound FRE per share by expanding the breadth and scale of the solutions we provide to our clients.

Even more important than financial resources, however, are our people and culture. Volatility and uncertainty are never comfortable in the moment, but history shows us that it is in these conditions that ICG 's teams do their best work: having the discipline to step back when risk is poorly rewarded, and the confidence to lean in where long-term value can be created.

I would like to thank all our colleagues for their commitment and judgement during the year. We continue to build ICG with a long-term perspective, focused on serving our clients and delivering sustainable value for shareholders. I am excited about the opportunities ahead and confident in our ability to execute on them.

Benoît Durteste

1 Source: Bain Global Private Equity Report 2026.
2 Source: WithIntelligence as of 7^th May 2026.
3 By % of third-party AUM, excluding CLOs and listed vehicles.

FINANCIAL REVIEW

AUM and FY27 fundraising
Refer to theDatapack for further detail on AUM (including fundraising, realisations and deployment).

At 31 March 2026, AUM stood at $126bn and fee-earning AUM at $87bn.

At 31 March 2026, we had $36.1bn of AUM available to deploy in new investments ( "dry powder "), of which $18.7bn was not yet earning fees.

See page 18 for FX exposure of fee-earning AUM, FRE and Balance sheet portfolio.

FY27 fundraising
At 31 March 2026, closed-ended funds and associated SMAs that were actively fundraising included Europe IX, LP Secondaries II, Infrastructure Asia I, various Real Estate strategies. We expect to hold the final close for Europe IX during 2026. We anticipate launching Senior Debt Partners 6, Asia Corporate V and Strategic Equity VI towards the end of FY27. The timings of launches and closes depend on a number of factors, including the prevailing market conditions. Given our fundraising cycle and what is likely to be marketed in FY27, we expect fundraising in FY27 to be below that of FY26.

Group financial performance

Following discussions with its shareholders, advisers and other market participants, the Group has decided to evolve its financial presentation to be more in line with its global alternative asset management peers. From FY26 onwards, ICG 's financial results will focus on:

• Fee-related earnings (FRE): the profit generated from management fees less Group cash operating expenses;
• Performance fee income: the income from the Group 's share of performance fees as recognised by our performance fee recognition policy (see note 3); and
• Balance sheet portfolio¹: the asset value of our co-investment portfolio and seed portfolio.
  
  

In addition, we will continue to focus on Group operating cash flow and the Company 's net debt / (cash) position.

To underline the value to shareholders, a number of these metrics will also be presented on a per share basis.

See the Glossary and Notes to the financial statements for detailed definitions as well as reconciliations to our operating segments and IFRS results. A five-year track record of this table is included in the Datapack.

Note: For management purposes, the Group comprises two operating segments, the Fund Management Company (FMC) and the Investment Company (IC) which are also reportable segments (see note 4). Other information includes a bridge between the financial information reported above and those operating segments. Further details are provided in the Glossary.

1 Balance sheet portfolio is presented net of the DVB liability, see Glossary.
2 Includes £72m of one-off transition impact due to change in estimate announced in October 2025.
3 Net investment returns and CLO dividends less DVB expense, see Glossary.
4 The number of shares used for per share calculations includes shares held in the EBT, which are on a different basis to Note 15. The Group satisfies stock-based compensation by issuing shares from the EBT, and the EBT makes on-market purchases (funded by the Group) in order to meet these issuances. As such, stock-based compensation is not dilutive to shareholders. See also Notes 23 and 24 for details. For details on Amundi’s share buyback, see page later in the RNS for a comprehensive breakdown.
Structured Capital and Secondaries

Overview

1 AUM on constant currency basis.
2 CAGR calculation based on 31 March 2021 to 31 March 2026.
3 Realisations of fee-earning AUM.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds
Refer to the Datapack issued with this announcement for further detail on fund performance

1 Refers to commingled fund size.
Note: MOIC, IRR and DPI for Strategic Equity V shown for USD sleeve only.

Key drivers

1 Refers to co-mingled funds only.
Real Assets

Overview

1 AUM on constant currency basis.
2 CAGR calculation based on 31 March 2021 to 31 March 2026.
3 Realisations of fee-earning AUM.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds
Refer to the Datapack issued with this announcement for further detail on fund performance

1 Refers to commingled fund size.
Note: MOIC, IRR and DPI for Metropolitan II shown for EUR sleeve only.

Key drivers

1 Refers to co-mingled funds only.
Debt

Overview

1 AUM on constant currency basis.
2 CAGR calculation based on 31 March 2021 to 31 March 2026.
3 Excludes deployment on Credit funds.
4 Realisations of fee-earning AUM.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds
Refer to the Datapack issued with this announcement for further detail on fund performance

1 Refers to commingled fund size.
Note: MOIC, IRR and DPI for SDP III, IV and V shown for EUR sleeves only.

Key drivers

Management fees and fee-related earnings (FRE)
Management fees for the period totalled £684.8m (FY25: £603.8m), a year-on-year increase of 13% (+17% excluding the impact of catch-up fees of £51.4m (FY25: £61.8m)). On a constant currency basis management fees increased 14% year-on-year.

We maintained fee discipline across strategies and continued to experience a mix-shift towards higher-return strategies, resulting in an effective management fee rate on fee-earning AUM of 98bps (FY25: 96bps).

FRE operating expenses totalled £335.3m, an increase of 5% compared to FY25 (£320.2m). This growth, which continues a recent trajectory of shallowing FRE expenses, was due largely to being disciplined in our headcount (down 1% in the year), as well as appropriate cost control for staff and non-staff costs. The year-on-year growth in administrative costs was due to a number of one-off expenses.

As a result FRE was £349.5m / 120p per share in FY26 (FY25: £283.6m / 98p per share). This represents a 23% year-on-year growth (34% excluding catch-up fees) and a five-year CAGR of 30% (27% excluding catch-up fees).

FRE margin was 51.0% (FY25: 47.0%), or 47.1% excluding catch-up fees (FY25: 40.9%).

Performance fee income
Performance fees recognised for the year totalled £127.0m (FY25: £86.2m), of which £72m was due to the change in estimate for performance fees revenue measurement announced on 2 October 2025. The remainder was due to the passage of time and to changes in the underlying fund valuations.

During the period, the Group received in cash performance fees of £96.1m and at 31 March 2026 had an accrued performance fees receivable on its balance sheet of £144.7m (31 March 2025: £108.4m).

Net Balance Sheet Return
For the twelve months to 31 March 2026 the Net Balance Sheet Return was £149m (+5%) (FY25: £231m (+8%))¹and over the last five years has generated an average return of 10%. All asset classes except Debt generated +5% to +8% returns in the year, while Debt’s return of £(7)m (-2%) was driven by a number of mark-to-market movements within our CLO portfolio. This year 's outcome in the context of a challenging macro backdrop underlines the diversification and resilience of the Balance Sheet Portfolio, which management expects to generate low double-digit % annualised returns over the long term.

Other income and expenses

Other income and expenses increase of £11m, which is largely non-cash, includes net FX gains of £20m (FY25: £8m) from foreign exchange retranslation and fair value movements on hedging derivatives.

1 For detail on balance sheet return by asset class see the Datapack accompanying this announcement and for bridges from total balance sheet return to net balance sheet return and from balance sheet net realisations to net cash flows from balance sheet activity see the Glossary.

Tax
The Group recognised a tax charge of £108.2m (FY25: £79.8m), resulting in an effective tax rate for the period of 18.5% (FY25: 14.9%).

The Group has a structurally lower effective tax rate than the statutory UK rate. See note 13 for more detail.

Balance Sheet and Capitalisation

ICG is well capitalised with an asset base that is strategically valuable and aligns interests between shareholders and clients. This includes a co-investment portfolio that invests alongside our funds to align interests with clients, and seed investments that support the growth of future strategies and products.

At 31 March 2026, ICG had net financial debt of £113m¹ (FY25: £629m) and net debt / FRE of 0.3x.

A breakdown of the balance sheet portfolio and its movement over the year is set out below:

Net realisations of the co-investment portfolio represented 18% of the opening value (five-year average: 10%).

The increasingly asset-light nature of our business model is visible in the levels of cash the balance sheet portfolio is generating. In recent years the Group has reduced the level of co-investment to a number of strategies as they have become more established with clients over multiple vintages. As a result, we believe we are in the early stages of a multi-year trend whereby the co-investment portfolio for the current perimeter of products could generate significant net cashflow as older vintages are realised and lower co-investment commitments feed into deployment levels. The timing and amount of this cashflow are uncertain, depending amongst other things on realisation activity and realised valuations.

At 31 March 2026, ICG had uncalled commitments to funds in their investment period of £832m and a further £634m to funds outside of their investment period. See page 69 for details. We continue to optimise the absolute size of balance sheet commitments alongside funds as strategies mature and have reduced the absolute commitments made across a number of strategies in recent years. During the year the Group made commitments to funds including Europe IX (€181m), LPS II ($50m); Core Private Equity (evergreen) funds ($100m); various Real Assets strategies (£62m). Note that for funds still raising, further commitments from the balance sheet may be made as client capital is accepted into the fund.

At 31 March 2026, the Group had drawn debt of £1,024m (FY25: £1,177m). The change is due to the repayment of certain facilities as they matured, along with changes in FX rates impacting the value:

The Group’s debt is provided through a range of facilities. The weighted-average pre-tax cost of drawn debt at 31 March 2026 was 2.71% (FY25: 2.84%). For further details of our debt facilities see Other Information (page 85).

At 31 March 2026, the Group had credit ratings of BBB+ (stable outlook) from S&P and Fitch, including an upgrade from Fitch during the year.

1 Drawn financial debt less available cash.
2 Investments made by ICG’s balance in or alongside funds managed by ICG that have taken third-party capital. For detail on the balance sheet portfolio by asset class see the Datapack accompanying this announcement.

Cash flow and total available liquidity

ICG generated operating cash flow of £861m during FY26 (FY25: £533m) and at 31 March 2026 had total available liquidity of £1,461m (FY25: £1,098m).

FRE-related cash flow grew 9% to £325m. In addition, certain funds managed by the Group had a number of material exits during the year, which resulted in £96m of performance fees being received (as many of those funds were already in carry) and £533m net cash flow being generated by the balance sheet portfolio (FY25: £240m). The cash flow from balance sheet portfolio in particular benefitted from a number of large exits in Europe VI and VII.

The table below sets out movements in cash:

1 Net cash inflows and outflows arising from the share buyback and share issuance transactions reflect timing effects only. On a cumulative basis, the overall transaction is expected to be cash-neutral for shareholders upon completion.
Operating cash flows under UK-adopted IAS of £846.1m (FY25: £136.1m) 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.
Capital allocation

Our approach to capital allocation focuses on maintaining our progressive dividend alongside reaching a position of zero net debt and investing in the growth of ICG, primarily with a focus on increasing FRE per share over the long term.

At the point of having excess capital and cash we will continue to evaluate all options for growing FRE per share and total shareholder return over the long-term. As well as optimising co-investments alongside our funds, these options include further organic growth through developing new products and strategies; inorganic growth through M&A and partnerships; and returning capital to shareholders.

Dividend
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 59.3p per share which, combined with the interim dividend of 27.7p per share, results in total dividends for the year of 87p (FY25: 83p). Both Ordinary Shares and Ordinary Non-Voting Shares are entitled to this dividend.

This marks the 16^th consecutive year of growth in the ordinary dividend per share, which over that time has grown at an annualised rate of 11%.

We continue to make the dividend reinvestment plan available for Ordinary Shares.

Share count
At 31 March 2026 the Group had the following share capital:

1 This represents the number of shares repurchased so far by ICG pursuant to the Amundi partnership, less Ordinary Non-Voting Shares already issued to Amundi. It is expected that an equal number of Non-Voting will be issued to Amundi in due course. This metric is used for per share calculations to represent the ongoing value attributable to shareholders on a normalised basis, reflecting the difference in timing between share repurchases made by ICG and subscription by Amundi for Ordinary Non-Voting Shares. See announcement of 18 November 2025. These shares are not entitled to dividends at the balance sheet date.
2 31 March 2026 weighted average number of shares include both voting and non-voting ordinary shares for calculating financial performance.

As detailed in the announcement of 18 November 2025, the Ordinary Non-Voting Shares have the same nominal value, rights and privileges as the Ordinary Shares, including as relates to dividends and other economic rights, save that the Ordinary Non-Voting Shares do not have any voting rights.

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). During the year, the Group expensed £50.0m of stock-based compensation and had £58.0m of EBT-related cash flows.

Foreign exchange rates

The following foreign exchange rates have been used throughout this review:

The table below sets out the currency exposure for the following:

The table below sets out the indicative impact on our reported management fees, FRE and balance sheet portfolio had sterling been 5% weaker or stronger against the euro and the dollar in the period (excluding the impact of any hedges):

¹Impact assessed by sensitising the average FY26 FX rates.

Where noted, this review presents changes in fee-earning AUM 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 FY26 period end exchange rates. This has then been compared to the FY26 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 insulating it from FX movements. Changes in the fair value of the balance sheet hedges are reported within other income and expenses.

MANAGING RISK

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 preferences for the risks undertaken and within a strong control environment aims to generate a return for investors and shareholders and to protect their interests. The Board also promotes a Group-wide strong risk management culture by encouraging acceptable behaviours, decisions, and attitudes towards taking and managing risk.

Managing risk

Taking on risk in a controlled manner enables the organisation to capture opportunities, to innovate and to 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 flexibility for entrepreneurial leadership within a prudent risk management and effective control framework.

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 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 and the Group’s risk profile.

The Board’s oversight of risk management is proactive, ongoing and integrated into the Group’s governance processes. The Board Risk Committee receives regular reports on the RMF activities and operating effectiveness of the internal control system. These reports set out significant risks (Principal Risks) as well as emerging risks faced by the Group. The Board Risk Committee receives regular management information and monitors performance of defined metrics of the Principal Risks against set thresholds and limits.

The Board also meets regularly with the internal and external auditors to discuss their findings and recommendations, which provides insight into areas that may require enhanced monitoring or improvement.

Risk Appetite

Risk appetite is defined as the level of risk which the Group is prepared to accept in the conduct of its activities. The risk appetite strategy is implemented through the Group’s operational policies, procedures and internal controls. It is monitored by defined risk appetite metrics which provide early warning indicators and control exposures and activities that may have material risk implications. The current risk profile is within our risk appetite and tolerance range.

Principal and emerging risks

The Group uses a Principal and Emerging risks process to provide a current as well as 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 Principal Risks are individual risks, or a combination of risks, of which materialisation beyond tolerance limits could result in events or circumstances that might threaten our business model, future performance, solvency, liquidity and reputation. The Group’s RMF identifies nine Principal Risks which are accompanied by associated responsibilities and expectations around risk management and control. Each Principal Risk is overseen by an accountable Executive Director, who is responsible for the framework, policies and detailed procedures and standards.

Emerging risks are developing risks that cannot yet be fully assessed nor quantified but that could, in the future, affect the viability of the Group’s strategy or materially impact our current principal risk exposures. 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 Risk and Compliance functions. Once emerging risks have been identified, they can be tracked and monitored to determine if they represent a key risk exposure to ICG and whether or not any management actions need to be put in place to mitigate ICG’s exposure to these risks. Emerging risks are continuously monitored to ensure that they are appropriately managed by the Group.

Reputational risk is an important consideration and is actively managed and mitigated as part of managing each Principal Risk and 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 investment and fund management activities are addressed in greater detail in note 1 of the financial statements (see page 34).

Directors’ Confirmations

The Board has continued to oversee the further enhancement of the Group’s risk management and internal control processes in line with the requirements of UK Corporate Governance Code 2024 (the ‘Code’). This involves continuous monitoring and assessment of risk management and internal controls as well as expanded assurance processes on internal controls, with a focus on Provision 29 of the Code which applies to our financial year beginning 1 April 2026.

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 (other than for Internal Controls over Financial Reporting, facilitated by the Chief Control Office, 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 Code.

External Environment Risk

Risk appetite: High

Executive Director Responsible: Benoît Durteste

Risk Description

Geopolitical, macroeconomic concerns, and global events (e.g. wars, tariffs, government debt) beyond our control may impact our performance, profitability, operating environment and that of 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 fund investments, providing stability during market downturns. Additionally, by nature, closed-end funds are not subject to redemptions.

A range of complementary approaches are used to inform strategic planning and risk prevention, including active engagement and management of the Group’s fund portfolios and, profitability. In addition, balance sheet scenario planning and stress testing is performed to ensure resilience across a range of outcomes.

The Board, the Risk Committee and the individual functions regularly monitor emerging risks, and changes in their likelihood and impact that may translate to materialised external environment risks to 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 7, 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.

Fundraising Risk

Risk appetite: Medium

Executive Director Responsible: Benoît Durteste

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 and diversification opportunities. 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 new possible fund structures, new strategic partnerships of distribution, client investment appetite and investor bases is conducted on a regular basis to assess and develop new products and growth opportunities.

Trend and Outlook

Fundraising markets continue to consolidate, with wider macroeconomic and geopolitical uncertainty coupled with investor liquidity constraints fuelling a persistently challenging fundraising market. Despite this, the Group has continued to exceed our fundraising targets, successfully scaling up flagship strategies and building momentum in scaling strategies. Europe IX, Infrastructure Europe II and Metropolitan II were the major drivers of capital raised. Notably Infrastructure Europe II final close exceeded the extended hard cap, and we recorded our best year on record for Real Estate fundraising.

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.

Fund performance risk

Risk appetite: Medium

Executive Director Responsible: Benoît Durteste

Risk Description

Current and potential clients continually assess our investment fund performance and track record. There is a risk that our funds may not deliver consistent performance against investment objectives and ultimately 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. Subsequent monitoring of investment, engagement with portfolio investments towards value enhancement and assessment of 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 as part of the investment approval process.

Trend and Outlook

Our platform is well-positioned and remains firmly aligned with our investment thesis: namely, to support performing companies that operate in non-cyclical industries with good management teams.

The Group’s disciplined investment methodology, of investing in less cyclical services sectors will provide a constructive operating environment for the Group, with our embedded relationships with founders and deep underwriting and structuring expertise mitigating this risk.

During this period, fund valuations have remained stable, supported by the financial 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.

Market and liquidity risk

Risk appetite: Medium

Executive Director Responsible: David Bicarregui

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 existing co-investment obligations or invest in future co-investment opportunities. 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 investment participation in Collateralised Loan Obligations to meet regulatory requirements.

Liquidity risk refers to the possibility that the Group may not have sufficient liquidity resources to meet its cash-flow obligations, including refinancing or repaying debt and funding 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 and liquidity requirements.

Any Group’s co-investment commitments are reviewed and approved by the CEO and the CFO on a case-by-case basis following assessment of 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 respond to the prevailing market environment where appropriate.

Our balance sheet remains strong and well capitalised, with net debt of £113.0m, and with £1.46bn of available liquidity as of 31 March 2026. 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 2026. This facility is only intended to provide short to medium term working capital for the Group.

The Group’s liquidity, net debt and headroom are detailed in the Finance Review on page 7.

Key Personnel Risk

Risk appetite: Low

Executive Director Responsible: Antje Hensel-Roth

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 deploying, value creation or realising 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 third-party 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 talent 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 have launched 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 have deployed the programme globally to inspire team vision, drive performance, ensure effective communication, and promote career development.

We remain committed to strategically strengthening and expanding our overall management capability. We have already welcomed senior professionals to the firm across our locations and across client-facing, investment and operational roles. We have also established a Management Committee at Group level which supports the Executive Directors in managing and implementing the strategy of the Group.

Legal, Regulatory and Tax Risk

Risk appetite: Low

Executive Director Responsible: David Bicarregui

Risk Description

Regulations establish the framework for the investment management operations and marketing distribution of our strategies, along with supporting our Group business operations. Non-compliance with professional conduct rules and legal and regulatory requirements in any of the Group’s regulated subsidiaries could result in censure, penalties, or legal action.

Additionally, the increase in demand for tax-related transparency means that tax rules have evolved and there has been a significant increase in reporting requirements. 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 now have more visibility than ever before on the underlying activities of the business and 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 Chief Control Office, consisting of Risk & Controls, Financial Crime Prevention and Regulatory Compliance functions, and the Legal function are responsible for understanding, assessing and meeting regulatory and legal requirements on behalf of the Group. They provide guidance to, and oversight of, the business in relation to its regulatory and legal obligations. This involves 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 regulatory obligations. Throughout the period, ICG has focused on internal initiatives, including AIFM Directive II adaptation, further expanding the EU branch structure and other marketing and client servicing locations, the establishment of a strategic distribution partnership 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. The Group remains 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 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 the period 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 the period 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.

External Reporting Risk

Risk appetite: Low

Executive Director Responsible: David Bicarregui

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 existing and potential investors, shareholders, 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 and subject to assurance.

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.

The Group continuously evolves and enhances investor reporting based on client relations feedback and demand, industry standards and information availability.

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 sustained focus from regulators. With anticipated changes to both UK and EU regulations expected in the next 1-3 years, ICG is preparing towards an increase in the volume and complexity of the Group’s reporting obligations.

Updates to the UK Corporate Governance Code have enhanced ICG’s reporting requirements in relation to our internal controls framework. The Group has continued to assess the updated Code and implemented measures 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.

Information Technology and Security Risk

Risk appetite: Medium

Executive Director Responsible: David Bicarregui

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. Cyber attacks, 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. The adequacy of the Group’s resilience and response is reviewed on an ongoing basis.

Business Continuity and Disaster Recovery plans are reviewed and approved at least on 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.

Third-Party Provider Risk

Risk appetite: Medium

Executive Director Responsible: David Bicarregui

Risk Description

As part of the Group’s business model, we rely on third-party providers for certain functions, including service provider arrangements for our funds. The most significant relationships are with Third Party Administrators (TPAs) for ICG funds.

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 service delivery and 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.

Trend and Outlook

The Group operates within a defined TPA Governance and Oversight Framework, whereby providers are assessed against criteria to determine the level of risk to the Group. The associated monitoring activities are scaled accordingly. The operational oversight teams are responsible for overseeing the day-to-day services with an escalation process in place when required. Where trends and themes are identified that impact service levels, additional oversight activities could be 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, which provided information to support the rationalisation of the portfolio. The Group is going through a programme to reduce the number of key TPA relationships. Over time, we expect that the programme will result in improved operational efficiency and streamlined investor experience.

RESPONSIBILITY STATEMENT

The responsibility statement below has been prepared in connection with the Company 's full annual report for the year ending 31 March 2026. Certain parts thereof are not included within this announcement.

We confirm to the best of our knowledge:

• the financial statements, prepared in accordance with UK-adopted international accounting standards, 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; and
• the management report, which is incorporated into the directors ' report, includes 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 they face.

This responsibility statement was approved by the Board of Directors on 20 May 2026 and is signed on its behalf by:

CONSOLIDATED INCOME STATEMENT

for the year ended 31 March 2026

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2026

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 March 2026

1. Comparative period has been restated, see note 7.
   
   

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the year ended 31 March 2026

In the current period, net cash flows from operating activities previously disclosed in Note 30 have been presented within the consolidated statement of cash flows. Comparative information has not been restated.

The Group’s cash and cash equivalents include £434.0m (2025: £255.4m) 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.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2026

1. 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.
2. 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.
3. Pursuant to the Amundi Strategic Partnership, see note 23.
   
   

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

NOTES TO THE FINANCIAL STATEMENTS

1. General information and basis of preparation

General information

ICG plc, formerly known as 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, London EC4M 7JW.

The consolidated financial statements for the year to 31 March 2026 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.

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 ICG 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 and non-controlling interests.

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.

Key accounting judgements and estimates in the application of accounting policies

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.

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:
1. General information and basis of preparation continued

1. 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.
2. The application of the Group’s revenue recognition policy in respect of the performance-related management fees. Judgement is primarily applied in considering whether a fund will meet its expected performance conditions. The Group’s assessment of this key accounting judgement, which was revised during the year 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 a) 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 of fair value on the measurement of trade and other payables related to the Deal Vintage Bonus (‘DVB’) – see notes 12 and 20, and b) the Group’s assessment of the performance-related management fees receivable – see note 3.

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.

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, any monetary assets, non-monetary assets measured at fair value, monetary liabilities and non-monetary liabilities measured at fair value denominated in a foreign currency are retranslated at the rates prevailing at the reporting date. 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 has 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.

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 2027, 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.

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.

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:

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 £664.7m (2025: £580.6m) and are recognised in the period services are performed.

Performance fees

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. In determining the amount of performance fee revenue to be recognised, if any, the Group is required to make judgments in respect of the timing and the measurement of such amounts.

Performance fees reported within Revenue will only be crystallised and received in cash when the relevant fund performance hurdle is met.

There are no other individually significant components of revenue from contracts with customers.

Key accounting judgement - change in estimate

A key judgement for the Group is whether a fund will meet its expected performance conditions and generate performance fees. The Group bases its assessment on the best available information pertaining to the fund, including the performance of predecessor funds with the same strategy.

The value of performance fees is determined by the proceeds received by the fund in respect of the realisation of its assets. 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 valuation information on which this judgement is based is the liquidation NAV of the relevant funds.

A constraint is applied to the performance fee receivable calculated with respect to the liquidation NAV of the fund, to reflect the uncertainty of future fund performance. This constraint is set by reference to the maturity of the fund and its portfolio of assets, assuming a standard fund life of 12 years (2025: 10 years). Management judgement will be applied to define the level of constraint for funds that materially deviate from the standard expectations of a fund 's life. The level of constraints applied are reassessed at each reporting date.

During the year, the Directors reviewed the track record of the portfolio of funds and revised their judgement regarding the timing of recognition of performance fees for closed-end fund structures, removing the 24-month forward-looking assessment to identify funds expected to reach the hurdle rate and the associated constraint applied to those funds. Based on their experience of the performance of the funds they have managed previously, the Directors determined that future performance fee income was highly probable earlier in the life of the fund than 24 months before the hurdle rate forecast is to be achieved. Consequently, this constraint has been removed and recognition of performance fees in respect of a fund now commences when the successor fund has its first fundraising close and the investment period for the existing fund has ended as this has been judged to be a more reliable measure of when it is highly probable that performance fees can be recognised without significant reversal.

Performance fees of £133.5m include £71.6m in respect of the one-off net effect of the changes in estimate for closed-end fund structures. There has been no change in estimates for other fund structures, where the estimate of performance fees is made with reference to specific requirements.

3. Revenue continued

The weighted-average constraint at the reporting date is 47% (2025: 53%). If the constraints were to increase by 10 percentage points for each fund, this would increase weighted average constraint to 52% (2025: 58%) and result in a reduction in revenue of £17.9m (2025: £3.3). Conversely, a 10% decrease in constraint for each fund would result decrease in the weighted average constraint to 43% (2025: 48%) and result in an increase in revenue of £17.9m (2025: £3.3m). 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.

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 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.

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 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.
  
  

4. Segmental reporting continued

• 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.

Consolidated income statement

4. Segmental reporting continued

Consolidated statement of financial position

1. Comparative period has been restated, see note 7.
   
   

4. Segmental reporting continued

Consolidated statement of cash flows

4. Segmental reporting continued

4. Segmental reporting continued

Geographical analysis of non-current non-financial assets

Geographical analysis of Group revenue

* The prior period balances have been re‑presented to align the geographical analysis of non‑current non‑financial assets and Group revenue with the domicile of the underlying funds.

5. Financial assets and liabilities

5. Financial assets and liabilities continued

Valuations

Valuation process

The 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 49 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.

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 where possible 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 49.
5. Financial assets and liabilities continued

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.

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)
  
  

5. Financial assets and liabilities continued

The following table summarises the valuation of the Group’s financial assets and liabilities by fair value hierarchy:

1. Level 3 investments in or alongside managed funds includes £1,044.0m Corporate Investments (2025: £1,325.5m), £592.4m Strategic Equity, LP Secondaries, Recovery Fund and CPE (2025: £508.0m), £41.2m Senior Debt Partners (2025: £42.3m), £58.0m North America Credit Partners (2025: £64.4m), £356.6m real asset funds (2025: £384.8m), £30.3m Seed (2025:£60.8m) and £29.8m credit funds (2025: £31.4m).
2. Level 3 Investment in private companies includes £150.1m Structured Capital and Secondaries (2025: £172.0m) and nil real estate funds (2025: £38.8m).
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.
4. Total financial liabilities correspond to the sum of non-current financial liabilities at fair value and current derivative liabilities on the face of the balance sheet.

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. 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.

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 return are £72.1m of unrealised gains /(losses), including accrued interest, and consisting of: £149.6m Investment in or alongside managed funds, £(75.4)m Investment in loans held in consolidated entities, £1.4m Investment in private companies, £(3.5)m Investments in unconsolidated CLOs.
3. During the year the Group reclassified certain investments into or alongside managed funds into investments in private companies.
   
   

5. Financial assets and liabilities continued

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/(losses),including accrued interest, consisting of: £176.7m Investment in or along managed funds, £(34.2m) Investment in loans held in consolidated entities, £36.2m Investment in private companies, £4.9m Investments in unconsolidated CLOs.  
3. During the year the Group reclassified certain investments in private companies into investments in or alongside managed funds.
   
   

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 2026, 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.

5. Financial assets and liabilities continued
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:

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 £221.4m (2025: £214.9m). This value includes investments in CLOs that are not consolidated £4.4m (2025: £7.7m) and investments in CLOs which are consolidated £217.0m (2025: £207.2m). 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.
   
   

5. Financial assets and liabilities continued

Derivative financial instruments

The Group holds £1.7m of cash pledged as collateral by its counterparties as at 31 March 2026 (31 March 2025: £6.1m). All of 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 £22.4m (2025: £10.2m). There was no change in fair value related to credit risk in relation to derivatives as at 31 March 2026 (31 March 2025: £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.

6. Cash and cash equivalents

The Group’s cash and cash equivalents include £434.0m (2025: £255.4m) of restricted cash, held 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

The fair value of the Listed notes and bonds, being the market price of the outstanding bonds is £837.2m (2025: £802.7m). 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.

1. In the prior year, £77.4m of Current Private placement liabilities were reported as non-current in error. The Current and Non-current amounts have been restated.
2. Unsecured bank debt represents the upfront fees on an RCF facility, amortised over its expected life.
3. The fair value of financial liabilities relating to Structured entities controlled by the Group includes amounts expected to be settled within 12 months, see note 21 Liquidity risk.
   
   

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.

8. Other income

9. Net gains on investments

10. Finance costs

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

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.

12. Employees and Directors

* The prior‑period headcount split has been re‑presented to align with internal organisation structure.

ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees of subsidiary companies (see note 27).

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 £157.7m (2025: £158.3m) which represents the annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme and the DVB Scheme.

In addition, during the year, third-party funds have paid £150.1m (2025: £40.4m) to former employees and £184.1m (2025: £115.7m) 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.

13. Tax expense

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 2026 of 18.6% (2025: 14.9%) is lower than the statutory UK corporation tax rate of 25% (2025: 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.

13. Tax expense continued

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.

Deferred tax