Final results for the financial year ended 31 March 2025

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. See page 3 for further information.

AUM and fee-earning AUM

The presentation of our AUM has evolved compared to FY24. We are now showing three verticals (Structured Capital and Secondaries, Real Assets, and Debt) and within that, five asset classes (Structured Capital, Private Equity Secondaries, Real Assets, Private Debt, and Credit). The composition of Structured Capital and Secondaries is the same as what was previously called Structured and Private Equity; Real Assets remains unchanged; and Debt combines what was previously called Private Debt and Credit.

Note: AUM reported includes $0.4bn of seed investments that are not allocated to asset classes within this table. The bridge between Fee-earning AUM and AUM can be seen on page 6.

Financial performance

1 AUM on constant currency basis; 2 AUM and per share calculations based on 31 March 2020 to 31 March 2025. Dividend includes FY25 declared dividend; 3 Sum of NIR and CLO dividend received, see page 12. 4 Five year average for Net Investment Return and Total Balance Sheet Return.

Business activity

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

COMPANY PRESENTATION

A presentation for shareholders, debtholders and analysts will be held at 09:00 BST today: join via the link on our website. Alternatively, you can dial in using the following numbers and ask to be connected to the ICG meeting:

• All callers: +44 333 300 1418
• United Kingdom (Toll-Free): 0808 143 3720

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 $112bn* 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 2025.

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 this review, which the Board believes assist shareholders in assessing their investment and the delivery of the Group’s strategy through its financial performance.

The substantive difference between APM and UK-adopted IAS is the consolidation of funds, including seeded strategies, and related entities deemed to be controlled by the Group, which are included in the UK-adopted IAS consolidated financial statements at fair value but excluded for the APM in which the Group’s economic exposure to the assets is reported.

Under IFRS 10, the Group is deemed to control (and therefore consolidate) entities where it can make significant decisions that can substantially affect the variable returns of investors. This has the impact of including the assets and liabilities of these entities in the consolidated statement of financial position and recognising the related income and expenses of these entities in the consolidated income statement.

The Group’s profit before tax on a UK-adopted IAS basis was in-line with prior period at £530.5m (FY24: £530.8m). On the APM basis it was below the prior period at £532.2m (FY24: £597.8m).

CHIEF EXECUTIVE OFFICER’S REVIEW

ICG has accomplished a lot in the twelve months covered in this report. FY25 was a milestone year for us, both in terms of the results achieved and in securing visibility on future growth. We are delivering on our ambition of having breadth at scale, which is underpinned by our belief that clients are concentrating their resources on GPs with whom they can deploy significant amounts of capital into a range of private markets strategies, with top-tier investment performance. Managers such as ICG who are able to meet those demands are clearly benefiting and are seeing an increasing proportion of client business.

As I reflect on the year, a number of highlights stand out:

• We attracted $24bn of client capital;
• We launched our first US evergreen strategy (Core Private Equity) and our first Asian Infrastructure fund;
• We opened offices in three new locations; and
• We made a number of important hires across our platform, in particular into our Client Solutions Group and key investment strategies.

Our waterfront of products today enables our clients to access a number of attractive, large and growing private markets asset classes. We have organically built leading positions in structured capital, secondaries and debt, and have a real assets platform that is positioned for growth. This is reflected in our AUM, with Structured Capital and Secondaries accounting for ~46% , Real Assets for ~12% and Debt strategies account for ~42%.

We are proud of the platform that this has created:

• Our flagship strategies (European Corporate, Strategic Equity and Senior Debt Partners) have leading positions in their markets
• Our scaling strategies (Mid-Market, Infrastructure, Real Assets, LP Secondaries and North America Credit Partners) are successfully attracting capital from clients and originating attractive investment opportunities

As a result, in a challenging market environment we are raising more capital from more clients into more strategies. This is visible in our fundraising for FY25, where we attracted 122 new institutional clients and raised 35% of the capital from the Americas. We had a number of final closes during the year including:

• SDP V ($17bn¹ fund size, $4.9bn raised in FY25): the largest ever direct lending fund in Europe²
• SE V ($11bn¹ fund size, $5.8bn raised in FY25): the world’s largest GP-led secondaries fund focused on single asset continuation vehicles
• Europe Mid-Market II (€3bn¹ fund size, €1.3bn raised in FY25): ICG’s largest ever vintage-to-vintage upsize, 3x larger than Europe Mid-Market I
• NACP III ($1.9bn¹ fund size, $0.3bn raised in FY25): 50% increase in client capital compared to predecessor fund

From a shareholder perspective, this breadth at scale results in increasingly large and diverse management fees, and significant operating leverage. Management fees have grown at an annualised rate of 19% in the last five years, and were £604m in FY25. Over the same time period, our group operating expenses grew at an annualised rate of 12%.

Transaction levels in the buyout market remained subdued in the year. Against that backdrop, we saw deployment and realisations notably higher than our average over the prior four years. In part this is a reflection of our size, and in part due to the nature of our investment strategies. Structured Capital and Secondaries drove deployment³, accounting for $11.6bn out the total $17.5bn, while Real Assets enjoyed its largest ever year of deployment at $2.4bn. Realisations³ were driven by Private Debt, which accounted for $5.2bn of the total $8.9bn. Competitive leveraged loan markets over the last 12 months along with subdued buyout levels have impacted the private debt landscape. We view this as a natural ebb-and-flow of the credit cycle, and it follows a very attractive period for direct lending in recent years.

Looking ahead, FY26 has started with notably higher levels of volatility and uncertainty. In the face of this we can remain measured and thoughtful, but never complacent, as we reflect on our positioning as a firm. Our fundraising over the last twelve months has anchored our management fees and dry powder for this fundraising cycle; FY26 and potentially FY27 were always going to be low points in our fundraising cycle irrespective of the market environment.

The current geopolitical environment may result in a meaningful long-term shift in economic policy and capital flows. In the short-term, transaction activity is likely to remain relatively low by historical standards, although debt strategies, structured capital and secondaries may be relative bright spots. We will remain very disciplined in our investment process, and are in the fortunate position that none of our strategies are under pressure to deploy capital.

Taking a longer perspective, the range of possible outcomes is wide and I believe the best-positioned private markets managers are those who prioritise investment performance, have strong origination capabilities, and have a range of strategies across asset classes and geographies.

We are proud of our European heritage and of our global presence. We manage capital on behalf of clients from Asia, America and Europe, and today approximately 25% of our capital is deployed in North America and 70% in Europe. Our global footprint combined with our focus on services-centric businesses and our breadth of differentiated investment strategies combine to make ICG an attractive proposition for clients seeking exposure to private markets and for portfolio companies seeking private capital.

I therefore see significant opportunity to grow all our investment strategies in the coming years while maintaining strong investment performance. We are also actively exploring product innovations and other strategic opportunities to enhance our client offering and to generate attractive returns for our shareholders.

Periods of volatility during our 36-year history have always served to prove our ability to raise, invest and deploy capital successfully. In future years, when we look back on today’s environment, I am confident we will be able to say that ICG emerged with its reputation enhanced, its client franchise strengthened, and its competitive positioning reinforced.

Thank you for your continued support,
Benoît Durteste

1 Refers to the total programme, including co-mingled fund, other associated vehicles such as SMAs and annex sidecar vehicles, and the GP and ICG plc commitments.
2 At time of closing.
3 See page 2.

FINANCIAL REVIEW

AUM and FY26 fundraising
Refer to the Datapack for further detail on AUM (including fundraising, realisations and deployment).

At 31 March 2025, AUM stood at $112bn and fee-earning AUM at $75bn. The bridge between AUM and fee-earning AUM is as follows:

AUM is presented across three asset classes (previously four) with no change in measurement.
¹ Includes elimination of CLO equity $630m (£488m) held by ICG already included within fee-earning AUM.

At 31 March 2025 we had $32bn of AUM available to deploy in new investments (“dry powder”), of which $20bn was not yet earning fees.

AUM of $112bn

Fee-earning AUM of $75bn

See page 17 for FX exposure of fee-earning AUM, fee income, FMC expenses and Balance sheet investment portfolio.

FY26 fundraising
At 31 March 2025, closed-end funds and associated SMAs that were actively fundraising included Europe IX; European Infrastructure II; and various other strategies. We expect to hold the final close for European Infrastructure II by June 2025. We anticipate launching LP Secondaries II during FY26. The timings of launches and closes depend on a number of factors, including the prevailing market conditions.
Group financial performance

1 The number of shares used to calculate NAV per share has been adjusted to include shares held in the EBT, to reflect how the Group uses the EBT to neutralise the impact of share-based payments (a different basis to Group earnings per share). See page 15 for details. Prior period NAV per share figures have been adjusted to reflect this methodology.
Structured Capital and Secondaries

Overview

1 AUM on constant currency basis.
2         AUM calculation based on 31 March 2020 to 31 March 2025.
3. Realisations of Fee-earning AUM.
4.         NIR, including CLO dividends for Debt.
5. Five year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

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

1 Refers to commingled fund size
Key drivers

Real Assets

Overview

1 AUM on constant currency basis.
2         AUM calculation based on 31 March 2020 to 31 March 2025.
3. Realisations of Fee-earning AUM.
4.         NIR, including CLO dividends for Debt.
5. Five year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds

Refer to the Datapack issued with this announcement for further detail on fund performance

1 Refers to commingled fund size.
Key drivers

Debt

Overview

1 AUM on constant currency basis.
2         AUM calculation based on 31 March 2020 to 31 March 2025.
3. Realisations of Fee-earning AUM.
4.         NIR, including CLO dividends for Debt.
5. Five year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds

Refer to the Datapack issued with this announcement for further detail on fund performance

1 Refers to commingled fund size.

Key drivers

1 Further details of assumptions applied and sensitivities of the CLO equity valuation to these assumptions can be found in note 5 (IFRS) and in the Datapack (APM).
Fund Management Company

The Fund Management Company (FMC) is the Group’s principal driver of long-term profit growth. It manages our third-party AUM, which it invests on behalf of the Group’s clients.

Management fees

Management fees for the period totalled £603.8m (FY24: £505.4m), a year-on-year increase of 19% (8% excluding the impact of catch-up fees of £61.8m in FY25 and £4.6m in FY24). On a constant currency basis management fees increased 22% year-on-year.

The effective management fee rate on our fee-earning AUM at the period end was 0.97% (FY24: 0.92%).

Performance fees

Performance fees recognised for the year totalled £86.2m (FY24: £73.7m). The year-on-year increase was largely due to additional revenue accrued for Europe VII as it moved closer to its hurdle date. During the period the Group received realised performance fees of £60.3m and at 31 March 2025 had accrued performance fees receivable on its balance sheet of £108.4m (31 March 2024: £83.7m):

Other income
Other income comprises dividend receipts of £48.3m (FY24: £47.0m) from investments on the balance sheet in CLO equity; an intercompany fee of £24.6m for managing the IC balance sheet investment portfolio (FY24: £25.0m); and other income of £2.8m (FY24: £0.9m).

Operating expenses and margin

FMC operating expenses totalled £304.6m, an increase of 10% compared to FY24 (£277.5m)

Within FMC operating expenses (incentive scheme costs), an expense of £43.0m was recorded for stock-based compensation (FY24: £41.0m).

The FMC recorded a profit before tax of £461.4m (FY24: £374.5m), a year-on-year increase of 23% and an increase of 28% on a constant currency basis.

Investment Company

The Investment Company (IC) invests the Group’s balance sheet to seed new strategies, and invests alongside the Group’s scaling and established strategies to align interests between our shareholders, clients and employees. It also supports a number of costs, including teams that have not yet had a first close on a first third-party fund, certain central functions, a part of the Executive Directors’ compensation, and the portion of the investment teams’ compensation linked to the returns of the balance sheet investment portfolio (Deal Vintage Bonus, or DVB).

Balance sheet investment portfolio

The balance sheet investment portfolio was valued at £3.0bn at 31 March 2025 (31 March 2024: £3.1bn). During the period, it generated net realisations and interest income of £172m (FY24: £139m), being net realisations of £69m (FY24: £88m) and cash interest receipts of £103m (FY24: £51m).

We made seed investments totalling £166m.

  
1. Of which £228m is in CLO equity.

Net Investment Returns

For the five years to 31 March 2025, Net Investment Returns (NIR) have been in line with our medium-term guidance, averaging 12%. For the twelve months to 31 March 2025, NIR were 6% (FY24: 13%).

NIR of £192.5m were comprised of interest of £140.6m from interest-bearing investments (FY24: £124.9m) and capital gains of £51.9m (FY24: £252.4m). NIR were split between asset classes as follows:

Total balance sheet return including CLO dividends (which are recognised in the FMC), was £240.8m (FY24: £426.3).

For further discussion on balance sheet investment performance by asset class, refer to pages 8 to 10 of this announcement.

In addition to the NIR, the other adjustments to IC revenue were as follows:

1. See page 17 for FX exposure of fee-earning AUM, fee income, FMC expenses and Balance sheet investment portfolio.

As a result, the IC recorded total revenues of £177.9m (FY24: £348m).
Investment Company expenses

Operating expenses in the IC of £86.7m decreased by 14% compared to FY24 (£100.4m), with increases in salaries and administrative costs being more than offset by a decrease in incentive scheme costs:

Incentive scheme costs included DVB accrual of £9.4m (FY24: £35.1m). The reduction compared to FY24 was predominantly due to a change in the anticipated timing of when DVB is likely to be realised, which led the DVB accrual in H1 FY25 of £0.2m (H2 FY25: £9.2m).

The directly-attributable costs within the IC for teams that have not had a first close of a third-party fund during the period were £13.9m (FY24: £21.1m). During the period no costs have been transferred to the FMC.

Interest expense was £39.6m (FY24: £45.8m) and interest earned on cash balances was £19.2m (FY24: £21.5m).

The IC recorded a profit before tax of £70.8m (FY24: £223.3m).

Group

Operating expenses

The Group’s operating expenses in aggregate were £391.3m, compared to FY24 these increased by 4%. For more detailed commentary on the changes in the operating expenses, see pages 11 and 13 of this announcement.

Within the Group operating expenses (incentive scheme costs), an expense of £52.3m was recorded for stock-based compensation (FY24: £53.6m).

Tax

The Group recognised a tax charge of £(79.8)m (FY24: £(78.5)m), resulting in an effective tax rate for the period of 14.9% (FY24: 13.2%).

As detailed in note 13, the Group has a structurally lower effective tax rate than the statutory UK rate. This is largely driven by the Investment Company, where certain forms of income benefit from tax exemptions. The effective tax rate will vary depending on the income mix.

Dividend and share count

ICG has a progressive dividend policy. Over the long term the Board intends to increase the dividend per share by at least mid-single digit percentage points on an annualised basis.

The Board has proposed a final dividend of 56.7p per share which, combined with the interim dividend of 26.3p per share, results in total dividends for the year of 83.0p (FY24: 79.0p). This marks the 15th consecutive year of increases in our ordinary dividend per share, which over the last five years has grown at an annualised rate of 10%. We continue to make the dividend reinvestment plan available.

At 31 March 2025 the Group had 290,636,892 shares outstanding (31 March 2024: 290,631,993). During the year the Group recognised £52.3m in stock-based compensation. The Group has a policy of neutralising the dilutive impact of stock-based compensation through the purchase of shares by an Employee Benefit Trust (‘EBT’).

Balance sheet and cash flow

Our growing earnings and cash generation are resulting in an increasingly valuable asset base, which we use to enhance our client offering and shareholder value while maintaining an appropriately capitalised balance sheet. We do this through:

• investing alongside clients in our existing strategies to align interests;
• making investments to grow the strategies and products we offer our clients; and
• returning appropriate capital to our shareholders.

During the year we made gross investments of £549m alongside existing strategies and £166m in seed investments, and maintained our progressive dividend policy. See page 12 for more information on the performance of our balance sheet investment portfolio during the period and page 14 for information on our dividend.
To support this use of our balance sheet, we maintain a robust capitalisation and a strong liquidity position:

1 The number of shares used to calculate NAV per share include shares held in the EBT (a different basis to Group earnings per share), The Group uses the EBT to purchase and hold shares to offset the impact of share-based payments. Prior period NAV per share figures have been adjusted to reflect this methodology.

Liquidity and net debt

For FY25 we are reporting operating cashflow of £518m (FY24: £359m). This increase is due both to higher cashflow from fee income and higher cash generation from our balance sheet.

At 31 March 2025 the Group had total available liquidity of £1,098m (FY24: £1,124m), net financial debt of £629m (FY24: £874m) and net gearing of 0.25x (FY24: 0.38x).

During the period, available cash decreased by £26m from £574m to £548m, including the repayment of £241m of borrowings that matured.

The table below sets out movements in cash:

¹The aggregate cash (used)/received from balance sheet investment portfolio (additions), realisations, and cash proceeds received from assets within the balance sheet investment portfolio.
² Interest paid, which is classified as an Operating cash flow under UK-adopted IAS, is reported within Group cash flows from financing activities – APM.
³ Per note 30 of the Financial Statements, Operating cash flows under UK-adopted IAS of £136.1m (FY24: £255.9m) include consolidated credit funds. This difference to the APM measure is driven by cash consumption within consolidated credit funds as a result of their investing activities during the period.
⁴ Cash flows in respect of purchase of intangible assets, purchase of property, plant and equipment and net cash flow from derivative financial instruments.

At 31 March 2025, the Group had drawn debt of £1,177m (FY24: £1,448m). The change is due to the repayment of certain facilities as they matured, along with changes in FX rates impacting the translation value:

Net financial debt therefore reduced by £245m to £629m (FY24: £874m):

During the period, S&P upgraded ICG plc to BBB+. At 31 March 2025 the Group had credit ratings of BBB (positive outlook) and BBB+ (stable outlook) from Fitch and S&P, respectively.

The Group’s debt is provided through a range of facilities. All facilities except the RCF are fixed-rate instruments. The weighted-average pre-tax cost of drawn debt at 31 March 2025 was 2.84% (FY24: 3.07%). The weighted-average life of drawn debt at 31 March 2025 was 2.9 years (FY24: 3.3 years). The maturity profile of our term debt is set out below:

During FY25, the Group entered into a new Revolving Credit Facility (RCF), replacing the previous facility. The RCF, which matures in October 2027, remains at £550m and has more favourable economic terms compared to the previous facility. For further details of our debt facilities see Other Information (page 82).

Net gearing

The movements in the Group’s balance sheet investment portfolio, cash balance, debt facilities and shareholder equity resulted in net gearing decreasing to 0.25x at 31 March 2025 (FY24: 0.38x).

Board evolution

Sonia Baxendale joined the Board as a Non Executive Director in January 2025 and will join the Audit Committee and Risk Committee. The Board has also announced that Robin Lawther has been appointed as a Non-Executive Director of the Company, joining on 1 November 2025.

Name change

Intermediate Capital Group plc will seek shareholder approval at its 2025 Annual General Meeting to change its name to “ICG plc”. The change is to reflect our brand and how we are known in the market.

A subsequent announcement will be made when the Company’s name change becomes effective, which is expected to be shortly after the Annual General Meeting.

Foreign exchange rates

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

The table below sets out the currency exposure for certain reported items:

The table below sets out the indicative impact on our reported management fees, FMC PBT and NAV per share had sterling been 5% weaker or stronger against the euro and the dollar in the period (excluding the impact of any hedges):

¹Impact assessed by sensitising the average FY25 FX rates.
²NAV / NAV per share reflects the total indicative impact as a result of a change in FMC PBT and net currency assets.

Where noted, this review presents changes in AUM, fee income and FMC PBT on a constant currency exchange rate basis. For the purposes of these calculations, prior period numbers have been translated from their underlying fund currencies to the reporting currencies at the respective FY25 period end exchange rates. This has then been compared to the FY25 numbers to arrive at the change on a constant currency exchange rate basis.

The Group does not hedge its net currency income as a matter of course, although this is kept under review. The Group does hedge its net balance sheet currency exposure, with the intention of broadly insulating the NAV from FX movements. Changes in the fair value of the balance sheet hedges are reported within the IC.

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 a preference for risk within a strong control environment to generate a return for investors and shareholders and protect their interests.

The Risk Committee is provided with management information regularly and monitors performance against set thresholds and limits. The Board also promotes a strong risk management culture by encouraging acceptable behaviours, decisions, and attitudes toward taking and managing risk throughout the Group.

Managing risk

Risk management is embedded across the Group through the RMF, to ensure current and emerging risks are identified, assessed, monitored, controlled, and appropriately governed based on a common risk taxonomy and methodology. The Group’s RMF operates under the principles of the ‘three lines of defence’ model. The RMF is designed to protect the interests of stakeholders and meet our responsibilities as a UK-listed company, and the parent company of a number of regulated entities.

The Board’s oversight of risk management is proactive, ongoing and integrated into the Group’s governance processes. The Board receives regular reports on the Group’s risk management and internal control systems. These reports set out any significant risks facing the Group.

The evaluation of risk events and corrective actions assists the Board in its assessment of the Group’s risk profile. The Board also meets regularly with the internal and external auditors to discuss their findings and recommendations, which enables it to gain insight into areas that may require improvement. The Board reviews the RMF regularly, and it forms the basis on which the Board reaches its conclusions on the effectiveness of the Group’s system of internal controls.

Taking controlled risk opens up opportunities to innovate and further enhance our business, for example new investment strategies or new approaches to managing our client relationships. Therefore, the Group maintains a risk culture that provides entrepreneurial leadership within a framework of prudent and effective controls to enable effective risk management.

Risk appetite

Risk appetite is defined as the level of risk which the Group is prepared to accept in the conduct of our activities. The risk appetite strategy is implemented through the Group’s operational policies and procedures and internal controls and supported by limits to control exposures and activities that have material risk implications. The current risk profile is within our risk appetite and tolerance range.

Principal and emerging risks

The Group’s principal risks are individual risks, or a combination of risks, materialisation of which could result in events or circumstances that might threaten our business model, future performance, solvency, or liquidity and reputation. Reputational risk is not in itself a principal risk; however, it is an important consideration and is actively managed and mitigated as part of the wider RMF. Similarly, sustainability risk is not defined as a principal risk but is considered across the Group’s activities as an embedded value. The Group has determined that the most significant impact from climate change relates to the underlying portfolio investments. Climate-related risk for both the Group’s own operations and ICG’s fund management activity are addressed in greater detail in note 1 of the financial statements (see page 33).

The Group uses a principal and emerging risks process to provide a forward-looking view of the potential risks that can threaten the execution of the Group’s strategy or operations over the medium to long term.

The Group’s RMF identifies nine principal risks which are accompanied by associated responsibilities and expectations around risk management and control. Each of the principal risks is overseen by an accountable Executive Director, who is responsible for the framework, policies and standards that detail the related requirements.

Emerging risks are identified through regular interactions with stakeholders throughout the business, attendance at industry events, review of external publications, and horizon scanning performed by the relevant functions, including Group Risk and Compliance. Emerging risks are continuously monitored to ensure that they are appropriately managed and mitigated by the Group.

Directors’ Confirmation

The Directors confirm that they have reviewed the effectiveness of the Group’s risk management and internal control system and confirm that no significant failings or weaknesses have been identified. This is supported by an annual Material Controls assessment and Fraud Risk Assessment, facilitated by the Group Risk Function, which provides the Directors with a detailed assessment of related internal controls.

The Directors confirm that they have undertaken a robust assessment of the principal and emerging risks facing the business, in line with the requirements of the UK Corporate Governance Code.

External environment risk

Risk appetite: High

Executive Director Responsible: Benoît Durteste

Risk Description
Geopolitical, macroeconomic concerns, and global events (e.g. pandemics, natural disasters) beyond our control may impact our profitability, operating environment and our fund portfolio companies. These events can lead to financial market volatility, affecting fundraising, investment performance, exit opportunities, and the ability to deploy capital.

Key Controls and Mitigation
Our business model is primarily based on long-term illiquid funds, providing stability during market downturns. Additionally, given the nature of closed-end funds, they are not subject to redemptions.

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

The Board, the Risk Committee and the Risk function monitor emerging risks, trends, and changes in the likelihood of impact. This assessment informs the universe of principal risks faced by the Group.

Trend and Outlook
The investing environment remains uncertain and potentially volatile, with geopolitical shifts, high interest rates, and weak economic growth.

As noted in the Finance review on page 6, 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. This risk has significant strategic and financial implications, including reduced profitability, loss of market share, and challenges in attracting and retaining top talent.

Key Controls and Mitigation
The Group’s Client Solutions Group function is dedicated to continually growing and diversifying our client base and supporting the Group’s fundraising efforts. The diverse product offerings provide a range of solutions to match client requirements.

Monitoring of possible new fund structures and client bases is conducted on a regular basis to assess new opportunities.

Trend and Outlook
Despite a challenging fundraising environment, we have continued to exceed our fundraising targets. The Group’s track record and reputation remain strong with sustained momentum across the investment platform, for both flagship and scaling strategies. We saw final closes for Senior Debt Partners V, Strategic Equity V and Europe Mid-Market II, as well as North American Capital Partners III.

Our diverse product offering and client base, coupled with continued strong performance and strategic hires to support the growth of our Client Solutions Group, positions ICG for successful fundraising to continue scaling AUM.

Fund performance risk

Risk appetite: Medium

Executive Director Responsible: Benoît Durteste

Risk Description
Current and potential clients continually assess our investment fund performance. There is a risk that our funds may not deliver consistent performance and erode our track record. Poor fund performance may hinder our ability to raise subsequent vintages or new strategies, impacting competitiveness, profitability and growth plans.

Key Controls and Mitigation
A robust and disciplined investment process is in place where investments are selected and regularly monitored by the Investment Committees for fund performance, delivery of investment objectives, and asset performance.

All proposed investments are subject to a thorough due diligence and approval process during which all key aspects of the transaction are discussed and assessed. Regular monitoring of investment and divestment pipelines is undertaken on an ongoing basis.

Monitoring of all portfolio investments is undertaken on a quarterly basis focusing on the operating performance and liquidity of the portfolio.

Material sustainability and climate-related risks are assessed for each potential investment opportunity and presented to, and considered by, the Investment Committees of all investment strategies.

Trend and Outlook
Amidst a rapidly changing global economy, we have effectively managed our clients’ assets. Our focus on downside protection has resulted in attractive performance, particularly in our debt strategies.

During this period, fund valuations have remained stable, supported by the strong performance of our portfolio companies and income from interest-bearing investments. Our disciplined approach to realisations has helped maintain the performance of key vintages, despite the market’s reduced transaction activity.

While the market environment is challenging, the outlook remains positive. We have a powerful local sourcing network and a diversified product offering of successful investment strategies that enable us to navigate dynamic market conditions, which helps to mitigate this risk.

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 co-investment obligations. This risk stems from the Group’s strategy of co-investing alongside clients in its funds, seeding assets in preparation for fund launches, and holding investments in Collateralised Loan Obligations to meet regulatory requirements.

Liquidity risk refers to the possibility that the Group may not have sufficient financial resources to meet its obligations, including debt maturities and co-investment commitments, as they fall due.

Key Controls and Mitigation
Debt funding for the Group is obtained from diversified sources and the repayment profile is managed to minimise material repayment events. The profile of the debt facilities available to the Group is reviewed frequently by the Treasury Committee.

Market and liquidity exposures are reported monthly and reviewed by the Group’s Treasury Committee. Liquidity projections and stress tests are prepared to assess the Group’s future liquidity as well as compliance with the regulatory capital requirements.
Investment Company commitments are reviewed and approved by the CEO and the CFO on a case-by-case basis assessing the risks and return on capital.

Valuation of the balance sheet investment portfolio is reviewed quarterly by the Group Valuation Committee, which includes assessing the assumptions used in valuations of underlying investments.

Trend and Outlook
Global markets remain susceptible to volatility from a number of macroeconomic factors, specifically related to global interest rates, and geopolitical factors. We continue to implement measures to mitigate the impact of market volatility and interest rate fluctuations in line with Group policy, and respond to the prevailing market environment where appropriate.

Our balance sheet remains strong and well capitalised, with net gearing of 0.25x, and with £1,098bn of available liquidity as of 31 March 2025. In addition, the Group has significant headroom to its debt covenants. All of the Group’s drawn debt is fixed rate, with the only floating rate debt being the Group’s committed £550m revolving credit facility, which was undrawn as of 31 March 2025. This facility is only intended to provide short-term working capital for the Group.

The Group’s liquidity, gearing and headroom are detailed in the Finance Review on page 15.

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 investment activities or hinder our ability to raise new funds, if not resolved promptly.

As such, the departure of key personnel may have a significant adverse impact on our long-term prospects, revenues, profitability, and cash flows. It could also impede our ability to maintain or grow assets under management in existing funds and hinder our ability to raise new funds.

Key Controls and Mitigation
We employ an active and comprehensive approach to attract, retain, and develop talent. This includes a well-defined recruitment process, succession planning, competitive long-term compensation and incentives, and advancement opportunities through performance appraisals and dedicated development programmes.

Regular reviews of resourcing and key person exposures are undertaken as part of business line reviews and the fund and portfolio company review processes.

We maintain a focus on our organisational culture, implementing initiatives to promote appropriate behaviours that lead to optimal long-term outcomes for our employees, clients, and shareholders.

The Remuneration Committee oversees the Directors’ Remuneration Policy and its application to senior employees, and reviews and approves incentive arrangements to ensure they are appropriate and in line with market practice.

Trend and Outlook
Attracting, developing and retaining key personnel remains a significant priority for the Group. We continue to invest in emerging and high potential talent through focused and individual tailored development plans. After a successful pilot, we are launching a firm-wide mentoring programme during FY26 to foster connections across our business and support innovation. Additionally, having developed and piloted a new Manager-focused programme in FY25, we are now deploying the programme globally to inspire team vision, drive performance, ensure effective communication, and promote career development.

We remain committed to strategic and considered hiring and have welcomed senior professionals to the firm across client-facing, investment and operational roles. Notably, we onboarded a new Global Head of Client Solutions Group, who will continue to build upon our strong relationships with our sophisticated clients and our markets. Additionally, as part of our ongoing investment in our platform, Warsaw and India remain key strategic growth locations.

Legal, Regulatory and Tax Risk

Risk appetite: Low

Executive Director Responsible: David Bicarregui

Risk Description
Regulations establish the framework for the marketing distribution and investment management of our strategies, along with supporting our business operations. Non-compliance with professional conduct rules and legal requirements could result in censure, penalties, or legal action.

Additionally, the increase in demand for tax-related transparency means that tax rules are continuing to evolve. This raises a complex mix of tax implications for the Group, in particular for transfer pricing, permanent establishment and fund structuring processes. The tax authorities could challenge the Group’s interpretation of tax rules, resulting in additional tax liabilities.

Changes in the legal, regulatory, and tax framework can disrupt the markets we operate in and impact our business operations. This may result in increased costs, reduced competitiveness, lower future revenues and profitability, or require the Group to hold more regulatory capital.

Key Controls and Mitigation
The Compliance and Legal functions are responsible for understanding and meeting regulatory and legal requirements on behalf of the Group. They provide guidance to, and oversight of, the business in relation to regulatory and legal obligations.

Compliance conducts routine monitoring and in-depth assessments to evaluate adherence to relevant regulations and legislation.

The Tax function has close involvement with significant Group transactions, fund structuring and business activities, both to proactively plan the most tax efficient strategy and to manage the impact of business transactions on previously taken tax positions.

Trend and Outlook
ICG operates within a continually evolving and complex global regulatory environment. Against this backdrop the Group consistently adapts to meet its regulatory obligations. Throughout FY25, ICG has focused on internal initiatives, including further establishing the EU branch structure and development of the global regulatory footprint, to maintain a stable regulatory risk profile.

Legal risk continues to be impacted by the regulatory focus on the sector, which may lead to an evolution of the existing applicable legal framework for the business. It also remains the case that the Group is subject to litigation risk, which may increase as the Group’s business expands and becomes more complex.

The Pillar One and Two Model rules apply to the Group from 1 April 2024. The Group’s trading activities within FMC are subject to tax at the relevant statutory rates in the jurisdictions in which income is earned. As expected, Pillar One did not apply to the Group for FY25 and we do not anticipate it will apply for the foreseeable future. The implementation of Pillar Two was closely modelled by the Group and we do not expect material impact for FY25 or beyond, but we continue to monitor closely.

The Group remains responsive to increasing scrutiny around private markets and continues to invest in its Compliance, Legal, and Tax teams to ensure appropriate and relevant coverage.

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 investors, regulators, and the public.

This risk encompasses the possibility of misstatements, omissions, or misleading disclosures in the Group’s financial statements, regulatory filings, and other communications. Ineffective management of external reporting risk can lead to reputational damage, loss of investor confidence, regulatory scrutiny, and potential legal liabilities.

Key Controls and Mitigation
The Group’s financial reporting practices are aligned to external reporting and industry standards.

Financial reporting controls are in place and are subject to rigorous internal reviews.

Developments in accounting standards are continually monitored to ensure the impact of new or changed standards are properly assessed.

Sustainability disclosures are benchmarked against relevant standards from the Sustainability Accounting Standards Board and the Global Reporting Initiative.

Trend and Outlook
ICG continues to rigorously review changes to regulatory and legislative requirements and client expectations in respect to external reporting, to ensure the Group meets stakeholder expectations and provides confidence to investors.

Sustainability has seen particular focus from regulators, with the EU Sustainable Finance Framework and the UK Sustainable Disclosure Requirements both increasing the rigour of ICG’s reporting requirements related to sustainability-related information.

Updates to the UK Corporate Governance Code have enhanced ICG’s reporting requirements in relation to our internal controls framework. The Group has conducted an assessment of the updated Code to ensure continued compliance with reporting standards.

The Group remains alert to developments in reporting requirements and standards, across an increasingly complex global business, and continues to ensure appropriate resource are in place to keep up with stakeholder expectations.

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. Cyberattacks, system failures, or other technology-related incidents could compromise sensitive information, hinder the Group’s ability to make investment decisions, disrupt operations, and damage the Group’s reputation.

Key Controls and Mitigation
Operational resilience, in particular cyber security, is a key focus of the Group’s Board and Leadership agenda, and the adequacy of the Group’s response is reviewed on an ongoing basis.

Business Continuity and Disaster Recovery plans are reviewed and approved on at least an annual basis by designated plan owners, and preparedness exercises are complemented by an automated Business Continuity Planning tool.

The Group’s technology environment is continually maintained and subject to regular testing, such as penetration testing, vulnerability scans and patch management. Technology processes and controls are also upgraded where appropriate to ensure ongoing technology performance and resilience.

An externally managed security operations centre supplies the Group with skilled security experts and technology to proactively detect and prevent potential threats and to recover from security incidents, including cyber attacks.

Trend and Outlook
To maintain pace with the ever-evolving threat landscape, the Group continues to invest in our platform and systems to support the increasing breadth and scale of our business and to position ICG for future growth.

As part of the Group’s commitment to cyber and information security, ICG certifies against the ISO27001 framework. Up-to-date and maintained cyber hygiene, vulnerability scanning, technical surveillance countermeasures alongside user education make up the core components of the Group’s cyber security with external threat intelligence used to inform investments in solutions to ensure our data is protected and secure.

ICG is responsive to technological enhancements, including the growing presence of Artificial Intelligence, to ensure that we are properly equipped to mitigate evolving cyber security risks, as well as positioning the Group to utilise new tools to support our continued growth.

Third Party Provider Risk

Risk appetite: Medium

Executive Director Responsible: David Bicarregui

Risk Description
The Group relies on third-party providers for certain functions as part of our business model, including managing service provider arrangements for our funds. The most significant relationships are with Third Party Administrators (TPAs).

There is a risk that TPAs may not fulfil their contractual obligations, which could impact our operations and hinder our ability to meet client and stakeholder expectations.

Additionally, failure of the Group to maintain sufficient knowledge, understanding and oversight of the controls and processes in place to proactively manage our TPAs could damage the quality and reliability of these TPA relationships.

Key Controls and Mitigation
The TPA oversight framework consists of policies, procedures, and tools to govern the oversight of key suppliers, including our approach to selection, contracting and on-boarding, management and monitoring, and termination and exit.

Ongoing monitoring of the services delivered by our TPAs is undertaken through regular oversight interactions where service levels are compared to the expected standards documented in service agreements and agreed-upon standards.

Trend and Outlook
The Group has continued to embed the TPA Governance and Oversight Framework, gathering consistent evidence of the ongoing performance of our TPAs. This has allowed the operational oversight teams to identify trends and themes that impact service levels and provides a guide to where additional oversight activities are required. The teams work in partnership with our TPAs to ensure consistent performance levels are maintained and issues are remediated on a timely basis.

The KPI reporting allows the Group to benchmark the performance of our TPAs against each other, thereby providing information to support a decision around potential rationalisation of the portfolio. The Group has assessed the potential for improved operational efficiency and streamlined investor experience in reaching a decision on the appropriate number of TPAs to utilise. As a result, the Group is currently undertaking a programme to reduce the number of key TPA relationships.

RESPONSIBILITY STATEMENT

The responsibility statement below has been prepared in connection with the Company’s full annual report for the year ending 31 March 2025. 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 2025 and is signed on its behalf by:

CONSOLIDATED INCOME STATEMENT

for the year ended 31 March 2025

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 2025

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2025

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 2025

The Group’s cash and cash equivalents include £255.4m (2024: £362.6m) of restricted cash held principally by structured entities controlled by the Group (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 2025

1. Other comprehensive income/(expense) reported in the foreign currency translation reserve represents foreign exchange gains and losses on the translation of subsidiaries reporting in currencies other than sterling.
2. The movement in the Group Own shares reserve in respect of Options/awards exercised, represents the employee shares vesting net of personal taxes and social security. The associated personal taxes and social security liabilities are settled by the Group with the equivalent value of shares retained in the Own shares reserve.

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

NOTES TO THE FINANCIAL STATEMENTS

1. General information and basis of preparation

General information

Intermediate Capital Group plc (the ‘Parent Company’, ‘Company’ or ‘ICG plc’) is a public company limited by shares, incorporated, domiciled and registered in England and Wales under the Companies Act, with the company registration number 02234775. The registered office is Procession House, 55 Ludgate Hill, New Bridge Street, London EC4M 7JW.

The consolidated financial statements for the year to 31 March 2025 comprise the financial statements of the Parent Company and its consolidated subsidiaries (collectively, the ‘Group’). The nature of the Group’s operations and its principal activities are detailed in the Strategic Report.

Basis of preparation

The consolidated financial statements of the Group and Company are prepared in accordance with UK-adopted international accounting standards (‘UK-adopted IAS’) and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. The Company has taken advantage of section 408 of the Companies Act 2006 not to present the Parent Company profit and loss account.

The financial statements have been prepared on a going concern basis.

In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Details of the critical judgements made, and key sources of estimation uncertainty, are included in note 1 and in the note to which the critical judgement or source of estimation uncertainty relates.

In preparing the financial statements, the Directors have considered the impact of potential climate-related risks on a number of key estimates within the financial statements, including:

• the valuation of financial assets; and
• the application of the Group’s revenue recognition policy, primarily the impact on the net asset value (‘NAV’) of funds on which performance-related fees are generated.

Overall, the Directors concluded that climate-related risks do not have a material impact on the financial reporting judgements and estimates in the current year. This reflects the conclusion that climate change is not expected to have a significant impact on the Group’s short-term cash flows including those considered in the going concern and viability assessments.

Basis of consolidation

The Group’s financial statements consolidate the results of Intermediate Capital Group plc and entities controlled by the Company for the period to 31 March each year. Control is achieved when the Company has power over the relevant activities of the investee, exposure to variable returns from the investee, and the ability to affect those returns through its power over the investee.

The assessment of control is based on all relevant facts and circumstances and the Group reassesses its conclusion if there is an indication that there are changes in facts and circumstances. Subsidiaries are included in the consolidated financial statements from the date that control commences, until the date that control ceases. See note 27 which lists the Group’s subsidiaries and controlled structured entities.

Each component of other comprehensive income and profit or loss is attributed to the owners of the Company.

Adjustments are made where required to the financial statements of subsidiaries for consistency with the accounting policies of the Group. All intra-group transactions, balances, unrealised income and expenses are eliminated on consolidation.

1. General information and basis of preparation continued

Key accounting judgements and estimates in the application of accounting policies

Key accounting judgements

In preparing the financial statements, two key accounting judgements have been made by the Directors in the application of the Group’s accounting policies which have the most significant effect on the amounts recognised in the consolidated financial statements:

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 fee component of management fees. Judgement is primarily applied in considering the timings of when expected performance conditions will be met and the appropriate constraint to be applied. The Group’s assessment of this key accounting judgement is discussed further in note 3.

Key sources of estimation uncertainty

The key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, results from the Group’s assessment of fair value of its financial assets and liabilities (discussed further in note 5 and note 7) and the impact of this assessment on trade and other payables related to the Deal Vintage Bonus (‘DVB’) – see notes 12 and 20.

Key accounting judgements and the Group’s assessment of fair value of its financial assets and liabilities are reviewed by the Audit Committee during the year and its involvement in the process is included in its report.

Foreign currencies

The functional currency of the Company is sterling as the Company’s shares are denominated in sterling and the Company’s costs are primarily incurred in sterling. The Group has determined the presentational currency of the Group is the functional currency of the Company. Information is presented to the nearest million (£m).

Transactions denominated in foreign currencies are translated using the exchange rates prevailing at the date of the transactions. At each reporting date, monetary assets and liabilities denominated in a foreign currency are retranslated at the rates prevailing at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated at the rate prevailing at the date the fair value was determined. Non-monetary items that are measured at historical cost are translated using rates prevailing at the date of the transaction.

The assets and liabilities of the Group’s foreign operations are translated using the exchange rates prevailing at the reporting date. Income and expense items are translated using the average exchange rates during the year. Exchange differences arising from the translation of foreign operations are taken directly to the foreign currency translation reserve. On disposal of a foreign operation, exchange differences previously recognised in other comprehensive income are reclassified to the income statement.

Going concern

The financial statements are prepared on a going concern basis, as the Board is satisfied that the Group have the resources to continue in business for a period of at least 18 months from approval of the financial statements.

In assessing the Group’s ability to continue in its capacity as a going concern, the Board considered a wide range of information relating to present and future projections of profitability and liquidity. The assessment also incorporates internally generated stress tests, including reverse stress testing, on key areas including fund performance risk and external environmental risk. The stress tests used were based upon an assessment of reasonably possible downside economic scenarios that the Group could be exposed to.

The review showed the Group has sufficient liquidity in place to support its business operations for the foreseeable future. Accordingly, the Directors have a reasonable expectation the Group has resources to continue as a going concern to 30 November 2026, an 18-month period from the date of approval of the financial statements.

2. Changes in accounting policies and disclosures

New and amended standards and interpretations

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective. These new standards are not expected to have a material impact on the Group. The implementation of IFRS 18 is not expected to have a material impact on the results or net assets of the Group and the impact on the presentation of the consolidated financial statements is still being assessed. No new standard implemented during the year had a material impact on the Group financial statements.

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 £580.6m (2024: £476.5m) are charged in arrears and are recognised in the period services are performed.

Performance-related management fees (‘performance fees’) are recognised only to the extent it is highly probable that there will not be a significant reversal of the revenue recognised in the future. This is generally towards the end of the contract period or upon early liquidation of a fund. The estimate of performance fees is made with reference to the liquidation profile of the fund, which factors in portfolio exits and timeframes. For certain funds the estimate of performance fees is made with reference to specific requirements. A constraint is applied to the estimate to reflect uncertainty of future fund performance. Performance fees of £87.4m (2024: £76.2m) have been recognised in the year. Performance fees reported within Revenue will only be crystallised and received in cash when the relevant fund performance hurdle is met. For certain funds cash may be received before the fund performance hurdle is met, these amounts are recognised within Revenue when the conditions set out above are met.

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

Key accounting judgement

A key judgement for the Group is whether performance fees will meet their expected performance conditions within the expected timeframes. The Group bases its assessment on the best available information pertaining to the funds and the activity of the underlying assets within that fund. The valuation of the underlying assets within a fund will be subject to fluctuations in the future, including the impact of macroeconomic factors outside the Group’s control. The information on which this judgement is based is the liquidation NAV of the relevant funds (which are subject to annual audit).

The Directors base their projected views on a 24-month look-forward basis, the ‘forecast period’, from the year end. The Directors believe they have a reasonable basis on which to judge expected exits and value within a 24-month horizon, but not beyond that.

Within this forecast period, the Directors will consider funds that have either reached their hurdle rate or are expected to reach the hurdle rate in the forecast period. In determining whether a fund is expected to reach the hurdle rate, the key inputs are the latest expected repayment dates of the underlying assets and expected proceeds on realisation, as approved by the Fund Investment Committees.

Where the hurdle date is expected to be reached within 24 months of the year end but performance fees are not yet paid, a constraint will be applied within the determination of the performance fee receivable. Application of the constraint limits the revenue recognised. This is assessed on a case-by-case basis.

The weighted-average constraint at the reporting date is 53% (2024: 56%). If the average constraint were to increase by 10 percentage points to 63% (2024: 66%) this would result in a reduction in revenue of £3.68m (2024: £15.88m). Conversely, a 10% decrease in constraint would result in an increase in revenue of £3.68m (2024: £15.88m) being recognised in the income statement. In certain limited circumstances performance fees received may be subject to clawback provisions if the performance of the fund deteriorates materially following the receipt of performance fees.

4. Segmental reporting

For management purposes, the Group is organised into two operating segments, the Fund Management Company (‘FMC’) and the Investment Company (‘IC’) which are also reportable segments. In identifying the Group’s reportable segments, management considered the basis of organisation of the Group’s activities, the economic characteristics of the operating segments, and the type of products and services from which each reportable segment derives its revenues. Total reportable segment figures are alternative performance measures (‘APM’).

The Executive Directors, the chief operating decision makers, monitor the operating results of the FMC and the IC for the purpose of making decisions about resource allocation and performance assessment. The Group does not aggregate the FMC and IC as those segments do not have similar economic characteristics. Information about these segments is presented below.

The FMC earns fee income for the provision of investment management services and incurs the majority of the Group’s costs in delivering these services, including the cost of the investment teams and the cost of support functions, primarily marketing, operations, information technology and human resources.

The IC is charged a management fee of 1% of the carrying value of the average balance sheet investment portfolio by the FMC and this is shown below as the Inter-segmental fee. It also recognises the fair value movement on any hedging derivatives. The costs of finance, treasury and legal teams, and other Group costs primarily related to being a listed entity, are allocated to the IC. The remuneration of the Executive Directors is allocated equally to the FMC and the IC.

The amounts reported for management purposes in the tables below are reconciled to the UK-adopted IAS reported amounts on the following pages.

Reconciliation of APM amounts reported for management purposes to the financial statements reported under UK-adopted IAS

The impact of the following statutory adjustments on profit before tax, included within Consolidated entities, are shown in the table on the next page:

• All income generated from the balance sheet investment portfolio is presented as net investment returns for Reportable segments purposes, under UK-adopted IAS it is presented within gains on investments and other operating income.
• Structured entities controlled by the Group are presented as fair value investments for Reportable segments, these entities are consolidated under UK-adopted IAS within Consolidated entities.
• Seed investments are presented as current financial assets for Reportable segments, these assets are presented under UK-adopted IAS as current financial assets, non-current financial assets or investment property within Consolidated entities.
• Other adjustments necessary to comply with UK-adopted IAS, including in respect of a fair value gain of £60m recognised in FY23 within Consolidated entities and subsequently recognised in FY24 within Reportable segments as this asset is now expected to be sold to a third party and not transferred to a fund.

4. Segmental reporting continued

Consolidated income statement

4. Segmental reporting continued

Consolidated statement of financial position

4. Segmental reporting continued

Consolidated statement of cash flows

4. Segmental reporting continued

4. Segmental reporting continued

Geographical analysis of non-current assets

Geographical analysis of Group revenue

5. Financial assets and liabilities

5. Financial assets and liabilities continued

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)

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

Valuations

Valuation process

The Group Valuation Committee (‘GVC’) is responsible for reviewing and concluding on the fair value of the Group’s balance sheet investment positions in accordance with the Group’s Valuation Policy. This includes consideration of the valuations received from the underlying funds. The GVC reviews the fair values on a quarterly basis and reports to the Audit Committee semi-annually. The GVC is independent of the boards of directors of the funds, and no member of the GVC is a member of either the Group’s investment teams or fund Investment Committees (‘ICs’).

The ICs are responsible for the review, challenge, and approval of the underlying funds’ valuations of their assets. Sources of the valuation reviewed by the ICs include the ICG investment team, third-party valuation services and third-party fund administrators as appropriate. The IC’s provide those valuations to the Group, as an investor in the fund assets. The IC’s are also responsible for escalating significant events regarding the valuation to the Group), for example change in valuation methodologies, potential impairment events, or material judgements.

The table on page 48 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.

5. Financial assets and liabilities continued

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 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 48.

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.

5. Financial assets and liabilities continued

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.

Reconciliation of Level 3 fair value measurement of financial assets                                                                                                                                                                               

The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange gains/(losses) are included within finance income/(loss). Transfers between levels take place when there are changes to the observability of inputs used in the valuation of these assets. This is determined based on the year-end valuation and transfers therefore take place at the end of the reporting period.

1. During the year certain assets in Investments in loans held in consolidated entities were reassessed as Level 3 (from Level 2) or Level 2 (from Level 3) and these changes are reported as a transfers in or transfers out in the year.

2. Included within net investment returns are £183.6m of unrealised gains (which includes accrued interest).
3. During the year the Group reclassified certain investments in private companies into investments in or alongside managed funds.

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) and these changes are reported as a transfer in the year.
2. Included within net investment returns are £345.1m of unrealised gains (which includes accrued interest). 

1. During the year the Group reclassified all its financial assets previously included in disposal groups held for sale into investments in private companies.

Reconciliation of Level 3 fair value measurements of financial liabilities

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

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 £214.9m (2024: £187.7m). This value includes investments in CLOs that are not consolidated £7.7m (2024: £19.7m) and investments in CLOs which are consolidated £207.2m (2024: £168.0m). The default rate applied was set at 2.0% until maturity, across the entire portfolio. The upside case is based on the default rate being lowered to 1.0% to maturity, keeping all other parameters consistent .The downside case is based on the default rate being increased to 3.0% to maturity, keeping all other parameters consistent.

5. Financial assets and liabilities continued

Derivative financial instruments

The Group holds £6.1m of cash pledged as collateral by its counterparties as at 31 March 2025 (31 March 2024: £5.5m). All the Credit Support Annexes that have been agreed with our counterparties are fully compliant with European Market Infrastructure Regulation ‘EMIR’.

The foreign exchange movements net of fair value gains/(losses) in derivatives during the year is £10.2m (2024: £(10.5)m). There was no change in fair value related to credit risk in relation to derivatives as at 31 March 2025 (31 March 2024: £nil).

Within the International Swaps and Derivatives Association (‘ISDA’) Master Agreements in place with our counterparties, in the event of a default, the close-out netting provision would result in all obligations under a contract being terminated with a subsequent combining of positive and negative replacement values into a single net payable or receivable.

6. Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as shown above.

The Group’s cash and cash equivalents include £255.4m (2024: £362.6m) of restricted cash, held principally by structured entities controlled by the Group. The Group does not have legal recourse to these balances as their sole purpose is to service the interests of the investors in these structured entities.

7. Financial liabilities

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

7. Financial liabilities continued

The fair value of the Listed notes and bonds, being the market price of the outstanding bonds is £802.7m (2024: £788.9m). Listed notes and bonds at amortised cost would be classified as Level 2 and are valued using observable market prices sourced from broker quotes, inter-dealer prices or other reliable pricing sources.

Details of the cash outflows related to leases are in the Consolidated statement of cash flows, interest expenses associated with lease liabilities are in note 10, the Right of Use (‘ROU’) assets and the income from subleasing ROU assets are in note 17 and the maturity analysis of the lease liabilities are in note 21.

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

ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees of ICG FMC Limited, Intermediate Capital Group Inc., Intermediate Capital Group SAS, Intermediate Capital Asia Pacific Limited, ICG (Singapore) Pte Ltd, ICG Beratungsgesellschaft GmbH, ICG Europe S.a.r.l, Intermediate Capital Managers (Aus) PTY Ltd and Intermediate Capital Group Polska Sp. z.o.o, subsidiaries of ICG plc.

Contributions to the Group’s defined contribution pension schemes are charged to the consolidated income statement as incurred.

The performance-related element included in employee costs is £158.3m (2024: £171.9m) which represents the annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme and the DVB Scheme.

In addition, during the year, third-party funds have paid £40.4m (2024: £43.7m) to former employees and £115.7m (2024: £46.0m) to current employees, including Executive Directors, relating to carried interest distributions from investments in funds made by these employees in prior periods. Such amounts become due over time if, and when, specified performance targets are ultimately realised in cash by the funds and paid by the funds (see note 27). As these funds and CIPs are not consolidated, these amounts are not included in the Group’s consolidated income statement.

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 2025 of 14.9% (2024: 11.7%) is lower than the statutory UK corporation tax rate of 25% (2024: 25%).

The FMC activities are subject to tax at the relevant statutory rates ruling in the jurisdictions in which the income is earned. The lower effective tax rate compared to the statutory UK rate is largely driven by the IC activities. The IC benefits from statutory UK tax exemptions on certain forms of income arising from both foreign dividend receipts and gains from assets qualifying for the substantial shareholdings exemption. The effect of these exemptions means that the effective tax rate of the Group is highly sensitive to the relative mix of IC income, and composition of such income, in any one period.

Due to the application of tax law requiring a degree of judgement, the accounting thereon involves a level of estimation uncertainty which tax authorities may ultimately dispute. Tax liabilities are recognised based on the best estimates of probable outcomes and with regard to external advice where appropriate. The principal factors which may influence the Group’s future tax rate are changes in tax legislation in the territories in which the Group operates, the relative mix of FMC and IC income, the mix of income and expenses earned and incurred by jurisdiction and the timing of recognition of available deferred tax assets and liabilities.

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

After offsetting deferred tax assets and liabilities where appropriate within territories, the net deferred tax asset of £28.9m (FY24: £14.0m) comprises of deferred tax assets totalling £35.6m (FY24: £36.4m) and deferred tax liabilities totalling £6.7m (FY24: £22.4m).

As set out in the table above in column ‘Investments’, deferred tax liabilities at the start of the reporting period were solely due to investments held by the Group. During the period, investments were realised, reducing the deferred tax liability. The deferred tax assets held by the Group at the reporting date were substantially due to employee remuneration schemes in the UK and US.

The Group has undertaken a review of the level of recognition of deferred tax assets and is satisfied they are recoverable and therefore have been recognised in full. .

In December 2021, the Organisation for Economic Co-operation and Development (OECD) issued model rules for a new global minimum tax framework (Pillar Two), and various Governments around the world have issued, or are in the process of issuing, legislation relating to Pillar Two. This aims to address base erosion and profit shifting by introducing a global minimum tax rate (15%) and ensuring fair taxation for entities which are part of a multinational group of enterprises.

From 1 April 2024, the Group became subject to the global minimum top-up tax rate under Pillar Two legislation. There is no material amount of top-up tax recognised in respect of the Group’s operations for the period.

13. Tax expense continued

The Group has applied the mandatory IAS 12 temporary exemption from the recognition and disclosure of deferred taxes arising from implementation of the OECD’s Pillar Two model rules.

14. Dividends

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

15. Earnings per share

16. Intangible assets

Impairment of non-financial assets and goodwill

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

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

During the financial year ended 31 March 2025, the Group recognised an expense of £0.4m (2024: £0.1m) in respect of research and development expenditure.

17. Property, plant and equipment

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

Group as Lessor