Annual Report and

Accounts 2026



ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Quick links

What we do

We manage a range of private markets investment

strategies and products to connect capital with

companies and real assets, underpinned by a deep

understanding of our clients’ needs and of the

investment markets in which we operate.

By creating long-term sustainable value for our

clients and our portfolio companies, we underpin

our ability to raise and deploy future funds.

Shareholder value is driven by growing our fee-

earning AUM and management fees in a business

model with significant operating leverage, and

by participating in the value created in the

investments that we make and manage.

Read more on page 34

ICG is one of the

world’s leading

alternative

asset managers

We aim to deliver outstanding investment

performance to our clients; to provide

arange of attractive capital solutions

forcorporates and owners of real assets;

and in doing so, to create long-term

sustainable value for allour stakeholders.

Contents

Overview

1 Delivering long-term value

2 ICG at a glance

4 FY26 in brief

5 Why invest in ICG

Strategic report

6 Chair’s introduction

7 Chief Executive Officer’s Review

9 Our business model

17 Key performance indicators

18 Finance review

30 Our people

34 Managing risk

40 Viability statement

41 Stakeholder engagement

45 Sustainability at a glance

46 Climate-related Financial Disclosures

65 Non-financial and sustainability

information statement

Governance report

66 Governance report

67 Governance at a glance

69 Board of Directors

72 Corporate governance statement

74 Director induction, development

andculture

75 Audit Committee report

79 Risk Committee report

82 Nominations and Governance

Committee report

85 Remuneration Committee report

89 Remuneration at a glance

91 Annual report on remuneration

101 Directors’ remuneration policy

109 Directors’ report

113 Directors’ responsibilities statement

Auditor’s report and financial statements

114 Independent auditor’s report to the

members of ICG plc

122 Financial statements

129 Notes to the financial statements

Other information

180 Glossary

186 Basis of preparation for GHG

emissions statement

188 Outstanding debt facilities

189 Group financial performance

reconciliation to Group

reportablesegments

191 Shareholder and Company

information

192 Other notes

ICG website

www.icgam.com

FY26 Sustainability and

People Report

www.icgam.com/spr

Our Annual Report for 2026

This report combines all aspects of ICG’s performance and reflects

how we are addressing areas which we believe have the potential

tohave a material impact on the delivery of our strategic objectives.

Unless otherwise stated, performance information is for the year

ended 31 March 2026.

Find out more

Investment-focused

growth, delivering

long-term value

Growing in

attractive markets

A platform built to support

disciplined growth

Sustainable value

creation for clients

and shareholders

– We see meaningful future growth from our flagship

strategies, alongside increasing diversification from

second- and third-vintage strategies

– The addressable markets for our strategies are large

and structurally attractive, and institutional clients

have a strong desire to continue to access them

through the best-performing managers

– The strategic partnership with Amundi opens a new

avenue of long-term potential growth in the

wealthmarket

– We continue to strengthen our client proposition

through increasing operational efficiency and

broader market engagement

– By scaling our platform as we grow, we are able

toserve a wider range of clients with greater

efficiency and consistency

– Our investment teams workcollaboratively and with

an entrepreneurial mindset to generate attractive

investment returns

– This drives long-term value creation for clients and

underpins our shareholder proposition

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

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Other information

Read more on pages 5 and 16 Read more on pages 12 and 15 Read more on page 18

“The quality and diversity of our investment strategies are attracting

significant capital from a global institutional client base, positioning us

forsustained growth as the alternative asset management industry

continues to evolve.”

Benoît Durteste

Chief Investment Officer

and Chief Executive Officer

See Chief Executive Officer’s Review on page 7

ICG plc Annual Report and Accounts 2026

Overview

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Auditor’s report and financial statements

Other information

ICG at a glance

Client count

877

(FY25: 793)

An investment-

focused, scalable

platform

Global locations

>20

Our Executive Committee

AUM

$126bn

(FY25: $112bn)

Our Executive Committee left to right:

Benoît Durteste

Chief Investment Officer

and Chief Executive Officer

Antje Hensel-Roth

Chief People and

External Affairs Officer

David Bicarregui

Chief Financial Officer

One of the world’s leading alternative

assetmanagers

Our global footprint and differentiated

waterfront of products continue to attract

capital from institutional clients across

theworld.

An unwavering focus on investment

performance is central to ICG’s philosophy

and culture.

ICG plc Annual Report and Accounts 2026

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ICG at a glance continued

Structured Capital

and Secondaries

Structured Capital

Private Equity Secondaries

Real Assets

Debt

Private Debt

Credit

Scale across asset classes

FEAUM ($87bn)

One of the world’s leading

alternative asset managers

Disciplined financial model

People and culture

aligned to delivery

Investing capital globally

EMEA

71%

Americas

25%

APAC

Individual asset classes see page 11

ICG’s global presence see page 2

See more information in Finance review on page 18

Profitable growth

Management fees

£685m

L5Y CAGR: 20%

FRE per share

120p

L5Y CAGR: 30%

Group operating

cashflow

£861m

We focus on developing world-class teams,

preserving the entrepreneurial spirit which makes

us special and creating a culture that is inclusive

and impactful at a corporate and personal level.

Read more on Our People on page 30

Read more on embedding culture on pages 31 and 74

Our values

– Performance for our clients

– Entrepreneurialism and innovation

– Ambition and focus

– Taking responsibility and managing risk

– Working collaboratively, inclusively and acting with integrity

People (FTE)

676

(FY25: 684)

1. Full-Time Equivalent.

1. Refers to total capital currently

deployed, latest available data.

Attractive financial profile

– Scale and diversification

– Visible and recurring management fees

– Significant operating leverage

– Cash generative

ICG plc Annual Report and Accounts 2026

Overview

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Auditor’s report and financial statements

Other information

FY26 in brief: Executing on our strategy

1. Direct investment strategies.

Our investment-focused approach continues to translate into strong

fundraising outcomes.

During the year, we held two final closes, both above their target

(forEuropean Infrastructure II and Metropolitan II). Over the last

24months we have closed six funds at or above their target, despite

a challenging market backdrop for fundraising globally.

Funds in market are getting a positive reception from clients: Europe

IX is already larger than Europe VIII, and during FY26 we launched

the second vintage of our LP Secondaries strategy.

Business activity Scaling up, scaling out, and investing

inourplatform

Fundraising

$17bn

Deployment

$14bn

Transaction activity

Effective management fee rate at Group level

0.98%

0.88%

0.90%

0.92%

0.96%

0.98%

FY22 FY23 FY24 FY25 FY26

Strategies that we seeded in the last decade include Real Estate

Equity, Infrastructure and LP Secondaries. These are all now

established and visible contributors at a Group level, sitting

alongside our longstanding strengths in Structured Capital,

GP-led Secondaries and European Direct Lending.

Our investment strategies address large, attractive markets,

whereinstitutional client demand remains robust, and provide

ICGwith significant white space for long-term growth.

During the year, we signed a long-term strategic and equity

partnershipwith Amundi, accelerating access to the wealth

channelin a disciplined and selective manner aligned with our

investment approach.

Our organic approach to scaling up and scaling out is delivering

attractive financial outcomes, with growing FRE per share

(+30%annualised over the last five years) and strong Group

operating cash flow.

Two funds

closed above

target

Record

fundraising

for real assets

Europe IX

alreadylarger

than prior vintage

ICG plc Annual Report and Accounts 2026

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Why invest in ICG: Investment-focused culture driving client and shareholder returns

1. Total EPS FY21 – FY26 inclusive, internal

investments defined as cumulative APM EPS

less cumulative declared dividends.

FRE represent the profit generated from management

fees less Group cash operating expenses.

Asset classes

How we generate shareholder value

Execute successfully

Clear drivers

of recurring earnings

and cash

Per-share value

creation

Invest and manage

Grow fee-earning AUM

Performance

fee income

Balance sheet

portfolio

Cash-generative, profitable growth

Use of capital generated over last five years

Dividends declared 56%

Internal investments 44%

We balance capital allocation decisions between investing in the business

and returning capital to shareholders, all underpinned by ensuring we

have a robust balance sheet.

Investing in the business includes committing balance sheet capital

alongside clients in existing strategies, developing new strategies,

investing in our platform, and exploring other strategic uses of our

financial resources.

We have a progressive dividend policy (see page 28), under which

ordinary dividends per share have grown annually for the last 16 years.

Disciplined approach to capital allocation

The resources to execute

People and culture

Our business is deeply relationship-based. We benefit

fromour local teams having a strong track-record and

anexcellent network that enables them to originate and

execute on investment and fundraising opportunities.

Strategic

Waterfront of differentiated

investmentstrategies and products

Clients can access a wide range of

privatemarkets globally.

Blue-chip, global client base

Our clients include some of the

world’slargest sovereign wealth funds,

asset managers,pension plans and

insurance companies, as well as family

office and wealthyindividuals.

877

Clients

£685m

Management fees

£1.5bn

Available liquidity

Read about Our People on page 30

Fee-earning AUM

FY26: $87bn

Five-year CAGR: 14%

Fee-earning AUM directly drives our management fees.

Wehave a strong track record of raising, deploying and

realising capital, growing our fee-earning AUM substantially.

Track record of growth

Fee-related earnings (FRE)

FY26: £350m

Five-year CAGR: 30%

Asset management earnings

FY26: £427m

Financial

Visible and recurring

management fee revenue

>90% of our management fees come

from funds with no redemption rights;

clients get capital back only when an

asset is realised. This provides a visible

and recurring stream of management

feeincome. See page 20 for a description

of our management fee profiles.

Strategically powerful balance sheet

With substantial total available liquidity,

we are able to seed new strategies

andto co-invest in our funds to align

interests with our shareholders

andclients.

Asset management earnings are the sum of our FRE and

performance fee income, less stock-based compensation.

TheGroup receives performance fees when the funds

wemanage on behalf of our clients reach certain

performancehurdles, aligning interests of shareholders

andclients (see page 21).

Fee-related

earnings

Capital allocation: see page 28

1. For detailed breakdown see page 21.

1. AUM on constant currency basis.

See more information in Finance review on page 21

Dear shareholders

During another busy year for our business, your Board

has continued to focus on the long-term success and

growth of ICG. The investment performance of our

funds remains strong and we have continued to

attract client capital despite a challenging market,

with six final closes for funds being at or above their

target in the last 24 months. We are successfully

meeting client demands and growing our business in a

market where strategically we think there is room for

the large to get larger.

A key topic of discussion in recent years for your

Board has been whether and how to address the

private wealth market. This year we were pleased to

announce a long-term strategic partnership with

Amundi, providing us with exclusive access to a leading

global distribution network which we believe has the

potential to deliver significant value in the coming years,

without distracting us from growing our institutional

business or changing our culture of being focused on

investment returns. We also agreed a framework for

Amundi to acquire an equity stake in ICG in a manner

which is non-dilutive to existing shareholders and

which demonstrates their commitment.

As part of this partnership, Amundi has nominated their

Chief Investment Officer, Vincent Mortier, as a Non-

Executive Director. Vincent’s extensive experience in

the global asset management and finance sectors will

further broaden the expertise of the Board. Further

details of our partnership with Amundi are on page 16.

During the year, a number of other important

questions have been debated by your Board and

themanagement team, including how we can most

effectively present our financial results; the size of

our balance sheet and how we use it; and how we

allocate our capital. The result of some of that

deliberation is included in the financial report herein,

while other areas continue to be the subject of

ongoing review.

As well as Vincent, Jonathon Bond recently joined

theBoard as a Non-Executive Director and Robin

Lawther joined us on 1 November 2025. Both have

already made welcome contributions and it has been

valuable to have their perspectives in our discussions.

These appointments have been made as part of our

Board succession planning process; as a part of this,

Stephen Welton and Rosemary Leith will retire from

the Board at this summer’s AGM after nearly nine

and six years of service. We thank them both for their

significant contribution.

The Board continues to have a diverse membership in

terms of gender, experience and background; our

culture of open discussion and listening to different

perspectives has been an important component of

ICG’s success to date, and will continue to be a priority.

We remain aware of the regulatory and governance

frameworks for UK boards. Although your Board

isperforming well, we are keen to improve as

standards evolve and new challenges arise. Our

Board performance review process concluded that

your Board continues to operate effectively;

however we are evolving our membership and

practices in the light ofthese standards.

This year, our discussions with both existing and

prospective shareholders have provided valuable,

practical insights into how they view our strategy,

performance and opportunities for future growth.

These conversations have helped shape the Board’s

thinking, and we remain committed to maintaining

open, constructive dialogue. It is clear from these

engagements that shareholders strongly support

ourambition to scale the business further.

We continue to believe that the Group should act

asaresponsible participant in society and that our

strategy should reflect this. The impacts of our

decisions on different stakeholder groups are always

uppermost in our minds and you can read more detail

on how various stakeholders were considered as part

of the Board’s decision-making process on page 67.

Throughout the year, the Board and its Committees

carefully considered the Corporate Governance

Code and continued to comply with the applicable

requirements for the year ended 31 March 2026.

The Board remains grateful for your support

throughout the year, and we look forward to

continuing our constructive dialogue.

William Rucker

Chair

20 May 2026

ICG plc Annual Report and Accounts 2026

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Chair's introduction

Focused on long-term,

investment-led growth

and strong governance

“Your Board remains

focusedonlong-term

growthanddelivering strong

shareholder returns.”

William Rucker

Chair

Read more on Governance report on page 66

FRE per share

120p

Five-year CAGR: 30%

Dividend per share

87p

Five-year CAGR: 9%

Dear fellow shareholders,

FY26 was a strong year for ICG. We reinforced our

scaled competitive position, established a strategic

relationship with Amundi, and built on our track

record of strategic and financial growth. We

surpassed our fundraising expectations by some

margin, putting us on track to deliver our four-year

fundraising target potentially a year early. At a

time when areas of the alternative asset

management industry are under pressure, the

consistency of our investment discipline and

performance stands out, and is increasingly

recognised by our institutional clients.

Periods of heightened uncertainty and volatility

seem increasingly structural rather than episodic.

Importantly, two of the challenges facing the

industry today - liquidity strains within evergreen

structures and exposure to businesses at direct risk

of Al disruption - have limited direct impact on ICG.

Our software exposure across the Group portfolio is

approximately 10%, and even then only in highly

cash generative businesses; while in private debt

specifically, we do not have evergreen funds.

Against this backdrop, I believe the managers who

will succeed and gain market share are those with a

long track record of proven investment discipline;

who offer clients access to a breadth of asset classes;

and who have built multiple levers of growth, while

being flexible and suitably resourced to execute on

new opportunities as they arise.

ICG possesses these characteristics.

Our culture is unequivocally focused on

investment performance: this will drive long-term

shareholder value

Steadfast investment discipline and consistency of

investment performance through cycles will drive

long-term growth and shareholder value, rather

than AUM gathering at the inevitable expense of

returns. The current challenges in parts of the

alternative asset management industry are making

this very clear.

Investment performance starts with deployment and

realisation discipline. The industry’s overall poor

track record for returning capital, as measured by

DPI metrics, in particular in recent years, has

investors justifiably placing a high value on realised

performance rather than potentially-optimistic

NAVs. ICG’s industry-leading DPI performance

across multiple strategies underpins our successful

fundraising campaigns throughout this period.

Our investment committees drive this culture, and

during the year these discussions have been some of

the hardest in my memory. I continue to think

pockets of equity valuations have more downside

than upside risk, and credit terms remain very

borrower friendly in most cases. Second- and third-

order AI risk for many companies is likely to remain

challenging to value for some time, and ongoing

geopolitical conflicts add to the uncertainty of the

economic outlook. Our downside-focused

structuring expertise and our strong local origination

capabilities ensure we can continue to deploy

adequately while never compromising on risk.

Focus on long-term quality growth

We have deliberately built ICG as an engine for

organic growth. This is only possible with a strong

balance sheet and a long-term strategic vision.

Well executed, it is a powerful source of long-term

per-share value creation. SDP (European direct

lending) and Strategic Equity (GP-led secondaries)

were both launched over a decade ago. Today they

are large and highly profitable strategies, and we are

looking forward to launching the sixth vintage of

both in the coming months.

ICG plc Annual Report and Accounts 2026

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Chief Executive Officer’s Review

Generating value

through investment

performance, scale

and focus

AUM

$126bn

Client capital raised in FY26

$17bn

“FY26 was a strong year for ICG.

We delivered high-quality

investment outcomes for

clients and continued to grow

flagship and scaling strategies.”

Benoît Durteste

CIO and CEO

Today, Real Estate, Infrastructure and LP

Secondaries represent emerging drivers of future

growth for our firm, building on our flagship

strategies within Structured Capital, GP-led

Secondaries and European Direct Lending. Our

scaling strategies are increasingly visible in our

financial results, accounting for 19% of our

management fees in FY26 compared to 13% in FY21.

This year we have launched the second vintage of LP

Secondaries, which has a strong fundraising pipeline,

and we closed Infrastructure Europe II and

Metropolitan II above their targets. This was no small

feat in the current environment, and is a critical

milestone: the success of second vintages is vital to

cementing the reputation and position of a strategy

and as a result, we can look confidently to meaningful

growth in both strategies in the coming decade.

The opportunities for growth within ICG have never

been as large or as diverse.

Address large investable markets to be relevant

to all asset allocators globally

Strong and sustained institutional demand continues

to underpin ICG's growth. With $126bn AUM, we

are large enough to be meaningful to all asset

allocators while being nowhere near at capacity from

the institutional market.

In the last 24 months, we have closed six funds at or

above target against a sector-wide backdrop in

which the total AUM raised in private markets

globally is down 21% compared to 2021 and the

number of funds raised has halved over the same

time period

. Europe IX is on track to surpass its

€10bn target which, would make it ICG’s largest ever

commingled fund and the largest European

structured capital fund ever raised globally at final

. This underlines how ICG is gaining share in a

sector that is continuing to consolidate inorganically

and organically.

Today we serve over 870 institutional clients

globally, up 11% over the course of the year. Among

these we are proud to count six of the largest ten US

pension funds and seven of the ten largest sovereign

wealth funds, as well as hundreds more institutions

who invest on behalf of their clients, customers,

pensioners and employees to build wealth and

financial security.

The wealth market represents a large potential

source of capital for private markets, but events in

real estate in 2022 and in credit in recent months

have made clear the challenges involved in designing

and selling products that are intrinsically illiquid. I

remain convinced that, adequately structured to

preserve investment performance, alternative

strategies can and should form an integral part of

long-term wealth allocation.

For ICG, wealth capital accounts for 4% of our AUM

today

. The partnership we signed with Amundi and

our relationships with global private banks

constitute an incremental source of long-term upside

potential where investment strategies and product

structures are aligned with our investment approach.

Ensure you have the necessary resources to

withstand any market headwind and execute on

value-creating opportunities

The financial results we are reporting today reflect

the consistency of our approach. A clear focus on

investment performance and a commitment to

building scaled and relevant strategies have enabled

us to grow organically in a profitable and cash

generative fashion.

For the year ended 31 March 2026 we generated

fee-related earnings (FRE) of £350m, equivalent to

120p per share and up 23% in the year. Over the last

five years our FRE has grown at an annualised rate of

30%. We also recognised £127m of performance fee

income in the year and generated £861m of

operating cash flow.

With £1.5bn of available liquidity and net debt of

£113m, our balance sheet has never been stronger,

and it puts ICG in an excellent position to weather

market uncertainties and to take advantage of

opportunities that will inevitably arise.

This combination of performance, scale and financial

strength positions ICG to continue to compound FRE

per share by expanding the breadth and scale of the

solutions we provide to our clients.

Even more important than financial resources,

however, are our people and culture. Volatility and

uncertainty are never comfortable in the moment,

but history shows us that it is in these conditions that

ICG's teams do their best work: having the discipline

to step back when risk is poorly rewarded, and the

confidence to lean in where long-term value can be

created.

I would like to thank all our colleagues for their

commitment and judgement during the year. We

continue to build ICG with a long-term perspective,

focused on serving our clients and delivering

sustainable value for shareholders. I am excited

about the opportunities ahead and confident in our

ability to execute on them.

Benoît Durteste

CIO and CEO

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Chief Executive Officer’s Review continued

1. Source: Bain Global Private Equity Report 2026.

2. Source: WithIntelligence as of 7

May 2026.

3. By % of third-party AUM, excluding CLOs and listed vehicles.

ICG plc Annual Report and Accounts 2026

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Our business model

In a volatile and unpredictable environment, our core

values and competitive positioning are even more

important in delivering our long-term ambitions.

Investment-led,

scalable execution,

profitable growth

How we create value

1. Our resources

We have a range of

resources at our disposal

to execute our strategy

and to operate our

business model:

– Our reputation

and track record

– Our People

– Our platform

– Our client franchise

– Our financial resources

3. Our clients

We develop long-term

relationships and serve

a global, blue-chip

clientbase

We manage capital

on behalf of a range of

clients including pension

funds, sovereign wealth

funds, family offices and

wealthy individuals

5. How we

managerisk

We identify and mitigate

the potential impact of

risks on our business and

appropriately set our

risk appetite

6. Our strategy

We aim to be a leader

in alternative asset

management by scaling

upexisting strategies and

products; by scaling out

into new areas where we

see meaningful client

demand and attractive

investment opportunities;

and by investing in our

platform to meet the

needs of our investment

strategies and clients

2. What we do

We connect our clients’

capital with companies

and owners of real assets

globally

We seek to generate

attractive risk-adjusted

returns on those

investments, and in turn

to grow our business in

our chosen markets

4. Our market

We are active in dynamic

and structurally growing

segments of the private

markets, providing

accessto a broader

andfrequently faster-

growing portion of the

global economy

Our purpose

Our purpose is to create

long-term value for our

clients by investing their

capital in privately-owned

companies and assets

The value we create

We have a wide

rangeofstakeholders

whoshare our success

ICG plc Annual Report and Accounts 2026

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Our business model continued

We have a range of financial and non-

financial resources at our disposal to

execute our strategy.

Reputation and track record

Since our founding in 1989 we have built and protected our

reputation for having a strong investment focus; an innovative and

entrepreneurial culture; and a track record of delivering value for

our clients.

People

We form a purposeful community between our colleagues, the

businesses with which we work, and our clients. Our business is

organised to reflect our emphasis on investment performance, client

focus and operational excellence. We succeed because of our people

and culture demonstrating integrity, inclusion and collaboration.

Platform

We invest in our physical and technology platforms to ensure that

our people have the resources they need to work effectively and

efficiently. We continually review these resources to ensure they

provide a secure environment for our people and our data, and

enable us to gain insights that we can leverage across our firm.

Client franchise

Our global Client Solutions Group ensures that we continue to

understand and meet the requirements of our clients.

Our strong client franchise enables us to grow existing strategies

and to launch new strategies.

Financial resources

Our visible, recurring management fee income enables us to plan

with a long-term view. Our significant available liquidity enables

usto seed and accelerate new strategies, while our co-investment

portfolio aligns interests between shareholders and clients.

We have built a differentiated

waterfront of strategies with a clear

focus on investment performance;

strong origination platforms;

andaglobal client franchise

anddistribution network.

These attributes have enabled usto

support companies to grow; to help

clients to meet their investment

goals;and to generate value for our

shareholders and other stakeholders.

Our purpose

Our purpose is to create long-term value

forour clients by investing their capital

inprivately-owned companies and assets.

Our culture of balancing ambition, performance and inclusion

remains a driver of our success.

We have the strategic and financial resources necessary to capitalise

on future opportunities and to continue to generate long-term value

for our shareholders and clients.

Our resources

See Our People page 30

See Finance Review page 18

ICG plc Annual Report and Accounts 2026

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Our business model continued

We connect our clients’ capital

with companies and owners

ofreal assets globally.

We seek to generate attractive

risk-adjusted returns on those

investments, and in turn to

grow our business in our

chosen markets.

1. Grow fee-earning AUM

We raise capital from clients across a range of investment strategies.

By broadening our product offering, we grow our client base and our

business with existing clients.

What we do

Our value chain

2. Invest

We use our origination platform and investment expertise to secure

attractive opportunities on behalf of our clients.

3. Manage and Realise

We work to help our portfolio companies and assets develop, grow

andto deliver long-term sustainable value.

Our asset classes

We manage our AUM across five asset classes, providing capital to our

portfolio companies across the capital structure in the most appropriate

form to meet their needs.

Provides structured capital solutions to

private companies, including both control

transitions and minority investments

27%AUM

Structured Capital and Secondaries

20%AUM

Real Assets

Provides debt and equity capital to assets and companies within real estate

and infrastructure

15%AUM

Structured Capital Private Equity Secondaries

Provides liquidity solutions to both GPs

and LPs, by investing in high-quality

private equity assets globally

Debt

Private Debt Credit

Provides debt financing to high-quality

corporate borrowers

23%AUM

Invests in sub-investment grade tradable

credit and asset-backed finance

15%AUM

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Our business model continued

We develop long-term

relationships and serve

aglobal,blue-chip institutional

clientbase.

We manage capital from a range

of underlying sources including

pension funds, sovereign

wealthfunds, familyoffices

andwealthyindividuals.

Our clients

Growing global client base

Client engagement

Client split by geography

Client split by type

EMEA (including UK & Ireland)

46%

Americas

32%

APAC

22%

Pension

40%

Insurance Company

17%

Asset Manager

Family Office

Foundation/Endowment

Wealth

Other

23%

1. Investor count, excluding CLOs.

261

476

877

FY16

FY21

FY26

Client geography and type shown by % of third-party AUM,

excluding CLOs and listed vehicles.

Client geography and type shown by % of third-party AUM,

excluding CLOs and listed vehicles.

professionals

globally, local

engagement model

Building

long-term,

strategicclient

relationships

Deepening

partnerships with

distributors to

private wealth

investors

Read more about how we are investing in our platform on page 15

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Our business model continued

Private markets are expected

tocontinue to attract capital

globally. However, the

driversofthis growth are

constantlyevolving.

As new strategies emerge

anddifferent asset classes

mature, institutional investors

are increasingly looking for

diversification that fits with

theirportfolio objectives, and

topartner with managers who

have a clear track record and

competitive edge.

Our market

Investment opportunities in private markets

As private markets have scaled and broadened

intonew areas, more companies and owners of

realassets have looked beyond traditional forms

offinancing to help meet their growth ambitions.

This in turn has led to a growing investable

universe for private market managers who have

strong origination capabilities.

Key themes in the current backdrop

Fundraising remains a challenge for a number

ofmanagers, as transaction activity has slowed

inrecent years, resulting in fewer realisations and

reduced liquidity for clients. In addition, LPs are

carefully looking at software/AI implications

onportfolio companies valuations and

expectedreturns.

In this context, clients are increasingly focused on

consolidating their relationships with a smaller

number of managers who can consistently deliver

excess returns and demonstrate a strong track

record, particularly with respect to Distributed

Paid-In Capital (DPI) metrics.

Client demand in the long term

Allocations to private markets are expected to

show continued growth, supported by a desire

fordiversification, attractive returns, lower

volatility, more availability of strategies, and the

increasing importance of private markets in the

global economy.

Global private capital raised, by fund type

$12tn

Forecast increase in private markets

AUM, 2025-2030

Source: Preqin as of October 2025

Notes: Includes closed-end and commingled funds only; buyout category includes buyout, balance, co-investment, and co-

investment multi-manager fund types; includes only those funds for which final close data is available and attributes funds

tothe year in which they held their final close; excludes funds denominated in renminbi; excludes SoftBank Vision Fund;

distressed PE includes distressed debt, special situations, and turnaround funds; other includes fund of funds, mezzanine,

andnatural resources.

Source: Bain Global Private Equity Report 2026.

2025 vs. 2024

Other

19%

Distressed PE

40%

Infrastructure

58%

Secondaries

11%

Direct lending

(28%)

Venture

(21%)

Growth

Real estate

19%

Buyout

(16%)

Overall

(0)%

$1.5T

$1.0T

$0.5T

$0T

2006 2025Year

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Our business model continued

Capital is continuing to be allocated to private

markets, which in turn is providing financing

to an increasingly wide range of corporates

and real assets.

ICG is a meaningful contributor to this structural

trend, by executing on our purpose to create

long-term value for our clients by investing their

capital in privately-owned companies and assets.

We ensure that we remain attractive to our

client base by offering a range of differentiated

investment strategies that generate attractive

returns, that are accessible through efficient

products, and where clients can deploy

substantial capital to help meet their

investmentobjectives.

We identify and mitigate the

potential impact of risks on our

business and appropriately set

our risk appetite.

How we manage risk

Managing more AUM through our

existing strategies enables clients

to allocate more capital to us,

helps widen our addressable

investment universe, and creates

substantial financial operating

leverage for ICG shareholders.

Our business strategy

We aim to be a leading

alternative asset manager

inourchosen asset classes.

We seek to enhance our client

offering by scaling up existing

strategies and products; by

scaling out into new areas where

we see meaningful client demand

and attractive investment

opportunities; and byinvesting

inour platform to meet the

needs of our investment

strategies and our global

clientbase.

Building on positions of strength

More established strategies and investment

products have strong track records and

clientfollowings.

Raising capital here is strategically valuable to

ICG in building further market position, and as

these strategies scale the largest clients globally

can allocate incrementally more capital to ICG.

Financially these strategies typically consume

low levels of balance sheet capital relative to

theclient capital they manage, and have high

operating leverage.

Scaling up

Our purpose

To create long-term

value for our clients

by investing their

capital in privately-

owned companies

and assets.

Investing in

our platform

Scaling out

Scaling up

See Managing Risks on page 34

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Our business model continued

Ensuring future growth potential

and continuing to meet client needs

by having the right waterfront of

investment strategies, along with

appropriate fund structures

and products.

Shareholders and lenders

We generate an attractive risk-adjusted return

through a combination of income and growth for

our capital providers, with the return on our

operations exceeding our cost of capital.

Clients

Clients entrust us with their capital to invest on

their behalf. Creating value for our clients through

investing and managing their capital is central to

our purpose.

Employees

We invest in our people, provide a safe working

environment, and support a diverse, skilled and

committed workforce.

Suppliers

We ensure our suppliers are engaged with our

business to better meet our needs and to enable

usto understand their perspective.

Community and environment

We are committed to serving and supporting our

wider community through financial and non-

financial means and seeking to reduce potential

negative impacts on the natural environment

where relevant.

Investing in our platform

We create value for a range

ofstakeholders.

Our business strategy continued

Scaling out

The value we create

Optimising our waterfront of strategies

We have a number of seeding and scaling

strategies that open significant addressable

markets to ICG. We use our liquidity to help

accelerate the growth of these strategies and to

support fundraising to generate management

feeincome.

In addition to exploring new investment

strategies, we regularly review the products that

we offer, and where appropriate we offer clients

access to existing investment strategies through

new product designs and structures.

Supporting our client experience

and product innovation, as well

as protecting ICG in a regulated

global landscape.

Delivering efficient growth

Investments in our platform support our client

offering and experience, including our Client

Solutions Group and operational areas such as

client onboarding and ongoing fund reporting.

As the market evolves, clients become ever-more

sophisticated and as ICG scales and broadens,

these areas are crucial to growing and managing

our client base.

In addition, investments in areas such as AI,

technology and operations help us to take

advantage of the substantial data we have at

ourdisposal; to efficiently manage internal

processes as we grow; and to protect ICG from

financial and non-financial harm.

See Stakeholder Engagement on page 41

See the FY26 Sustainability and People

Report: www.icgam.com/spr

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Our business model in action

>200m

Retail clients served by Amundi inEurope,

Asia and Middle East

Partnering with Amundi:

accelerating ICG’s wealth strategy

Click the QR code to

seevideo or visit:

www.icgam.com/amundi

Investment expertise

Track record of product innovation

Global distributor capabilities

Structuring expertise

Stake details

9.9%

Economic interest in ICG to be acquired

byAmundi, comprised of 4.9% voting shares

and 5.0% non-voting shares. The acquisition of

the stake has been structured in a manner that

is non-dilutive to ICG’s existing shareholders

Two global leaders with complementary capabilities to deliver innovative private

markets products to the global wealth market globally

Amundi distribution capabilities

600

Network of distributors served

by Amundi

“Our long-term strategic

partnership with Amundi is

ameaningful step forward in the

development of ICG’s strategy

to access the wealth channel in

away that is clearly additive and

complementary to our strong

existing institutional offering.”

Benoît Durteste

ICG CIO and CEO

In November 2025 ICG and

Amundi announced a partnership

focused on the private wealth

opportunity

This partnership is a potentially meaningful step

forward in ICG’s ability to address the large and

growing demand for private markets investment

opportunities from the wealth market.

Amundi will be the exclusive global

distributor in

the wealth channel for certain of ICG’s products,

with ICG being Amundi’s exclusive provider for

those products to Amundi’s distribution business.

The initial focus will be on developing a European

evergreen fund in private equity secondaries, and

over time we will seek to broaden the range of

investment strategies and products appropriate

forwealthinvestors.

Amundi intends to acquire over time, and by

nolater than 30 June 2027, a non-dilutive 9.9%

economic interest in ICG, becoming a strategic

shareholder and anchoring the long-term

partnership. Furthermore, in accordance with the

Strategic Partnership Announcement, Vincent

Mortier, Amundi’s Global Chief Investment Officer,

has been appointed as a Non-Executive Director

ofthe Company with effect from 31March2026.

The Board carefully considered the interests of the

Group’s stakeholders in evaluating the Amundi

partnership, as further described on page 42.

1. Excluding the United States, Australia and New Zealand.

2. See announcement on 18 November 2025 for details.

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Key performance indicators

The UK-adopted IAS financial information on

page122 includes the impact of the consolidated

funds which are determined by UK-adopted IAS to

be controlled by the Group, although the Group’s

loss exposure to these funds is limited to the capital

invested by the Group in each fund and the

associated net investment returns. This information

is not used to calculate KPIs.

The glossary on page 180 includes the definitions

ofthese alternative performance measures and

reconciliation to the relevant UK-adopted

IASmeasures.

Measuring our

growth and

valuecreation

Our KPIs include alternative

performance measures,

providing additional insight into

the performance of our business.

Fee-earning AUM $bn

$86.5bn

Effective management fee rate %

0.98%

58.3

62.8

69.7

75.1

86.5

2022 2023 2024 2025 2026

0.88

0.90

0.92

0.96

0.98

2022 2023 2024 2025 2026

55.8

57.5

57.4

60.2

65.2

2022 2023 2024 2025 2026

Rationale

The effective management fee rate on fee-

earning AUM is a measure of profitability. Fee

rates vary across our strategies. This will depend

on, among other things, the composition of fee-

earning AUM.

Outcome

The effective management fee rate on our fee-

earning AUM at the period end was 0.98%

(FY25: 0.96%).

Rationale

The FMC operating margin is a measure of the

efficiency of our fund management activities.

Outcome

The FMC operating margin was 65.2% (FY25:

60.2%). See page 21 for further discussion.

Rationale

Growing fee-earning AUM is a key driver of the

Group’s management fees, when combined with

the weighted-average management fee rate.

Outcome

Fee-earning AUM of $86.5bn up compared to

FY25 on a constant currency basis. See page 18

for further discussion.

Deployment of direct investment funds %

Rationale

Direct investment funds have a defined

investment period. We monitor progress against

a straight-line deployment basis as an indicator

of timing for subsequent fund raising.

Outcome

During the period we deployed a total of $14.1bn

of AUM on behalf of our direct investment

strategies (FY25: $17.5bn).

FMC operating margin %

65.2%

Percentage of realised assets

exceeding performance hurdle %

90.6%

89.3 89.5

94.3

88.3

90.6

Rationale

An indicator of our ability to manage portfolios to

maximise value is the level of realised assets for

which the return is above the fund performance

hurdle rate. This is the minimum return level

clients expect and the point at which the Group

earns performance fees.

Outcome

Our strategies continued to perform strongly.

The outcome for the year on this KPI is in line

with our long-term average.

2022 2023 2024 2025 2026

See more on our strategic objectives

onpage14

Key to deployment funds

ICAP IV

North America Credit Partners III

ICG Strategic Equity Fund V (USD)

Alternative performance measures

ICG Mid-Market Fund II

SDP 5 (EUR)

Fee-earning AUM

$bn

Structured

Capital

Private Equity

Secondaries

Structured

Capital and

Secondaries Real Assets Private Debt Credit Debt

Year ended

31 March

2026

Year-on-year

growth

Last five

years CAGR

Fee-earning AUM 25.9 17.2 43.1 9.8 14.3 19.3 33.6 86.5

11%

14%

AUM not yet earning fees 1.8 1.7 3.5 2.0 12.9 0.3 13.2 18.7

On constant currency basis.

Business activity

Year ended 31 March 2026 ($bn)

Fundraising Deployment

Realisations

1,2

Structured Capital and Secondaries

7.0 6.2 1.2

Real Assets

5.5 2.5 1.6

Debt

4.1 5.4 4.0

Total

16.6 14.1 6.8

1. Direct investment strategies.

2. Realisations of fee-earning AUM.

Includes Deployment and Realisations for Private Debt only.

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Finance review

Financial outcomes

of strong operating

performance

FRE and FRE/share

£350m

120p / share

Balance sheet portfolio

£2.6bn

Operating cash flow

£861m

Performance fee income

£127m

Net debt

£113m

Total available liquidity

£1.5bn

“Our evolved financial reporting

makes clear that FRE is at

theheart of our growth, and

provides shareholders with

aclear framework that is

aligned to how we manage

thebusiness.”

David Bicarregui

Chief Financial Officer

AUM and FY27 fundraising

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

At 31 March 2026, we had $36.1bn of AUM available to deploy in new investments ("dry powder"), of which

$18.7bn was not yet earning fees.

Fee-earning AUM ($m)

Structured

Capital and

Secondaries Real Assets Debt Total

At 1 April 2025 36,086 7,711 31,330 75,127

Funds raised: fees on committed capital 5,978 2,706 — 8,684

Deployment of funds: fees on invested capital 777 1,360 8,193 10,330

Total additions 6,754 4,067 8,193 19,014

Realisations (1,171) (1,623) (6,742) (9,536)

Net additions / (realisations) 5,585 2,444 1,449 9,478

Step-ups/(Step-downs) 54 (153) — (99)

FX and other 1,410 (208) 808 2,010

At 31 March 2026 43,134 9,793 33,589 86,516

Change $m 7,048 2,082 2,259 11,389

Change % 20% 27% 7% 15%

Change % (constant currency basis) 15% 21% 3% 11%

See page 29 for FX exposure of fee-earning AUM, FRE and Balance sheet portfolio.

FY27 fundraising

At 31 March 2026, closed-ended funds and associated SMAs that were actively fundraising included Europe IX,

LP Secondaries II, Infrastructure Asia I, various Real Estate strategies. We expect to hold the final close for Europe

IX during 2026. We anticipate launching Senior Debt Partners 6, Asia Corporate V and Strategic Equity VI

towards the end of FY27. The timings of launches and closes depend on a number of factors, including the

prevailing market conditions. Given our fundraising cycle and what is likely to be marketed in FY27, we expect

fundraising in FY27 to be below that of FY26.

Use of Alternative Performance Measures

The Board and management monitor the financial performance of the Group on the basis of Alternative

Performance Measures (APM), which are non-UK-adopted IAS measures. The APM form the basis of the

financial results discussed in the Finance review, which the Board believes assist shareholders in assessing

their investment and the delivery of the Group’s strategy through its financial performance The APM

reported in respect of the year ended 31 March 2026 introduces Fee-Related Earnings (FRE) as an

additional profitability metric for the Group. Full details of all new APM, including Balance Sheet Portfolio

and Net Balance Sheet Returns, are presented in the Glossary (see page 180).

The substantive difference between APM and UK-adopted IAS is the consolidation of funds, including

seeded strategies, and related entities deemed to be controlled by the Group, which are included in the

UK-adopted IAS consolidated financial statements at fair value but excluded for the APM in which the

Group’s economic exposure to the assets is reported.

Under IFRS 10, the Group is deemed to control (and therefore consolidate) entities where it can make

significant decisions that can substantially affect the variable returns of investors. This has the impact of

including the assets and liabilities of these entities in the consolidated statement of financial position and

recognising the related income and expenses of these entities in the consolidated income statement.

The Group’s profit before tax on a UK-adopted IAS basis was ahead of prior period at £588.2 (FY25:

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

Details of these adjustments can be found in note 4 to the consolidated financial statements on pages 131

to 136.

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How fee-earning AUM and management fees develop in closed-end funds

A strategy charging fees on committed capital A strategy charging fees on invested capital

AUM

Deployed AUM Dry powder

Fee-earning AUM

Year1 Year2 Year3 Year4 Year5 Year6 Year7 Year8 Year9 Year10

Basis of

charging

management

fees

Fund 1

Fund 2

Fund 3

Committed capital Invested capital

Committed capital

AUM

Deployed AUM Dry powder

Fee-earning AUM

Year1 Year2 Year3 Year4 Year5 Year6 Year7 Year8 Year9 Year10

Basis of

charging

management

fees

Fund 1

Fund 2

Fund 3

Invested capital

Fees are charged on total committed capital during a fund’s investment period. All commitments to

the fund are charged fees from the date of the ‘first close’, irrespective of when the commitment is

made. The first fee payment clients make can therefore include fees that relate to prior fiscal years.

Those fees are booked in the year they are received and are referred to as ‘catch-up fees’.

Successor funds are launched typically once a fund is 85–90% invested.

At this point, the previous vintage of the fund ‘steps down’ to charge fees on invested capital,

potentially with a reduction in fees of ~25bps. As the fund realises investments, the invested capital

base is reduced.

Fees are charged on the original cost of total invested capital for the entirety of the fund’s life.

The fee-earning AUM therefore increases as capital is deployed, and reduces as the fund

realises investments.

No ‘step down’ in fees when a successor fund is launched.

Group financial performance

Following discussions with its shareholders, advisers and other market participants, the Group has decided

to evolve its financial presentation to be more in line with its global alternative asset management peers.

From FY26 onwards, ICG's financial results will focus on:

– Fee-related earnings (FRE): the profit generated from management fees less Group cash operating

expenses;

– Performance fee income: the income from the Group's share of performance fees as recognised by our

performance fee recognition policy (see note 3); and

– Balance sheet portfolio

: the asset value of our co-investment portfolio and seed portfolio.

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

position.

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

See the Glossary and Notes to the financial statements for detailed definitions as well as reconciliations to our

operating segments and IFRS results.

£m unless stated

Year ended

31March 2025

Year ended

31March 2026 Change %

Management fees

603.8 684.8 13%

of which catch-up fees 61.8 51.4 (17) %

FRE operating expenses

(320.2) (335.3) 5%

Fee-related earnings (FRE)

283.6 349.5 23%

FRE margin 47% 51% 4%

FRE margin ex catch-up fees 41% 47% 6%

Performance fee income

86.2 127.0 47%

Stock-based compensation (53.2) (50.0) (6) %

Asset management earnings

316.6 426.5 35%

Net balance sheet return

231.4 148.8 (36) %

Other income and expenses

13.1 24.1 84%

Depreciation and amortisation

(8.5) (7.6) (11) %

Net interest

(20.4) (5.6) (73) %

Group profit before tax

532.2 586.2 10%

Tax (79.8) (108.2) 36%

Group profit after tax

452.4 478.0 6%

Earnings per share

156p 165p 6%

Dividend per share

83p 87p 5%

Group operating cash flow

533 861 62%

Balance sheet portfolio

2,901 2,568 (11) %

Net debt

629 113 (82) %

FRE per share

98p 120p 23%

Performance fee income per share

30p 44p 47%

Balance sheet portfolio per share

998p 883p (11) %

Net debt per share

216p 39p (82) %

Note: FMC PBT margin

60.2% 65.2% 5.0%

Note: For management purposes, the Group comprises two operating segments, the Fund Management

Company (FMC) and the Investment Company (IC) which are also reportable segments (see note 4). Other

information (page 189) includes a bridge between the financial information reported above and those

operating segments. Further details are provided in the Glossary (page 180).

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1. Balance sheet portfolio is presented net of the DVB liability, see Glossary on page 180.

2. Includes £72m of one-off transition impact due to change in estimate announced in October 2025.

3. Net investment returns and CLO dividends less DVB expense, see Glossary on page 182.

4. The number of shares used for per share calculations includes shares held in the EBT, which are on a different basis to Note

15. The Group satisfies stock-based compensation by issuing shares from the EBT, and the EBT makes on-market purchases

(funded by the Group) in order to meet these issuances as noted on page 29. As such, stock-based compensation is not

dilutive to shareholders. See also Notes 23 and 24 for details. For details on Amundi’s share buyback, see page 29 for a

comprehensive breakdown.

Group financial performance continued

Structured Capital and Secondaries

Overview

Seeding strategies

Scaling strategies Flagship strategies

Life Sciences

European Mid-Market

Asia Pacific Corporate

LP Secondaries

European Corporate

Strategic Equity

Year ended 31

March 2025

Year ended 31

March 2026

Year-on-year

growth

Last five years

CAGR

1,2

AUM

$51.5bn $58.2bn 9% 29%

Structured Capital

$28.4bn $33.6bn 12% 24%

Private Equity Secondaries

$23.1bn $24.6bn 6% 38%

Fee-earning AUM

$36.1bn $43.1bn 15% 26%

Structured Capital

$19.6bn $25.9bn 24% 23%

Private Equity Secondaries

$16.5bn $17.2bn 4% 32%

Business activity

Fundraising

$13.2bn $7.0bn (47) %

Deployment

$11.6bn $6.2bn (47) %

Realisations

$2.3bn $1.2bn (49) %

Financial outcomes

Effective management fee rate

1.23% 1.24% (1)bps

Management fees

£366m £405m 11% 25%

Performance fee income

£85m £96m 13% 18%

1. AUM on constant currency basis.

2. CAGR calculation based on 31 March 2021 to 31 March 2026.

3. Realisations of fee-earning AUM.

Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds

Vintage

Total fund

size

Status % deployed Gross MOIC Gross IRR DPI

Structured Capital

Europe VI

2015

€3.0bn Realising 2.2x 23% 205%

Europe VII

2018

€4.5bn Realising 2.0x 17% 133%

Europe VIII

2021

€8.1bn Realising 1.5x 16% 15%

Europe IX

Fundraising

Europe Mid-Market I

2019

€1.0bn Realising 1.9x 23% 73%

Europe Mid-Market II

2023

€2.6bn Investing 43% 1.3x 30% 29%

Asia Pacific III

2014

$0.7bn Realising 2.2x 17% 113%

Asia Pacific IV

2020

$1.1bn Investing 69% 1.4x 13% 15%

Private Equity

Secondaries

Strategic Secondaries II

2016

$1.1bn Realising 3.0x 45% 200%

Strategic Equity III

2018

$1.8bn Realising 2.8x 30% 114%

Strategic Equity IV

2021

$4.3bn Realising 1.7x 19% 3%

Strategic Equity V

2023

$7.7bn Investing 56% 2.4x >100% —

LP Secondaries I

2022

$0.8bn Investing >100% 1.9x 45% 31%

LP Secondaries II

Fundraising

1. Refers to commingled fund size.

Note: MOIC, IRR and DPI for Strategic Equity V shown for USD sleeve only.

Key drivers

Business activity

Fundraising

: Europe IX ($5.5bn) and LPS II ($0.5bn)

Deployment: Strategic Equity ($3.1bn), European Corporate

($1.9bn), LP Secondaries ($0.5bn) and Mid-Market ($0.4bn)

Realisations: European Corporate ($0.7bn) and Strategic Equity

($0.3bn)

Fee income

Management fees: Increase largely driven by fundraising in Europe

IX, including £9m of catch-up fees

Performance fee income: Driven by inaugural recognition for Europe

VIII, Strategic Equity IV, and Mid-Market I due to the change in

approach announced in October 2025 (£49m), with the remaining

income being split broadly equally between valuation changes and

passage of time

1. Refers to fundraising on commingled funds only.

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Other information

Finance review continued

Group financial performance continued

Real Assets

Overview

Seeding strategies

Scaling strategies Flagship strategies

— European Infrastructure

Asia-Pacific Infrastructure

Real Estate Equity Europe

Real Estate Debt

—

Year ended 31

March 2025

Year ended 31

March 2026

Year-on-year

growth

Last five years

CAGR

1, 2

AUM

$12.9bn $18.7bn 37% 23%

Fee-earning AUM

$7.7bn $9.8bn 21% 13%

Business activity

Fundraising

$2.3bn $5.5bn n/m

Deployment

$2.4bn $2.5bn 4%

Realisations

$1.4bn $1.6bn 16%

Financial outcomes

Effective management fee rate

0.97% 1.00% +3bps

Management fees

£77m £122m 58% 27%

Performance fee income

— £8m

1. AUM on constant currency basis.

2. CAGR calculation based on 31 March 2021 to 31 March 2026.

3. Realisations of fee-earning AUM.

Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds

Vintage

Total fund

size

Status % deployed Gross MOIC Gross IRR DPI

Real Estate Partnership

Capital IV

2015 £1.0bn Realising 1.2x 3% 106%

Real Estate Partnership

Capital V

2018 £0.9bn Realising 1.3x 7% 91%

Real Estate Partnership

Capital VI

2021 £0.6bn Realising 1.3x 10% 27%

Real Estate Debt Fund

VII

Fundraising

European Infra I

2020 €1.5bn Realising 1.6x 19% 50%

European Infra II

2023 €3.1bn Investing

21%

1.3x 24% —

Infrastructure Asia

Fundraising

Metropolitan I

2022 €0.2bn Realising 1.2x 10% 24%

Metropolitan II

2024 €0.7bn Investing

37%

1.2x 19% 5%

Strategic Real Estate I

2019 €1.2bn Realising 1.3x 8% 29%

Strategic Real Estate II

2022

€0.7bn Realising

1.3x 10% 9%

1. Refers to commingled fund size.

Note: MOIC, IRR and DPI for Metropolitan II shown for EUR sleeve only.

Key drivers

Business activity

Fundraising

: European Infra II ($1.9bn), Metropolitan II ($0.6bn) and

Infrastructure Asia ($0.2bn)

Deployment: European Infrastructure ($0.9bn), Real Estate Equity

($0.9bn) and Real Estate Debt ($0.7bn)

Realisations: Real Estate Debt ($1.1bn), Real Estate Equity (0.2bn)

and European Infrastructure ($0.2bn)

Fee income

Management fees: Increase driven by European Infra II, including

£32m of catch-up fees in FY26 (FY25: £9m); and Metropolitan II,

including £11m of catch-up fees (FY25: nil)

Performance fee income: Largely due to inaugural recognition for

European Infrastructure I, given the change in approach announced

in October 2025 (£6m); with the remaining income being largely

driven by valuation changes

1. Refers to fundraising on commingled funds only.

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Finance review continued

Group financial performance continued

Debt

Overview

Seeding strategies

Scaling strategies Flagship strategies

— North American Credit Partners

(NACP)

Australian Loans

Liquid Credit

Senior Debt Partners (SDP)

CLOs

Year ended 31

March 2025

Year ended 31

March 2026

Year-on-year

growth

Last five years

CAGR

1,2

AUM

$47.6bn $48.3bn (2%) 6%

Private Debt

$29.7bn $29.0bn (6%) 11%

Credit

$17.9bn $19.3bn 4% 1%

Fee-earning AUM

$31.3bn $33.6bn 3% 4%

Private Debt

$13.5bn $14.3bn 1% 7%

Credit

$17.8bn $19.3bn 4% 3%

Business activity

Fundraising

$8.2bn $4.1bn (50) %

Deployment

$3.5bn $5.4bn 55%

Realisations

$8.5bn $6.7bn (21) %

Financial outcomes

Effective management fee rate

0.64% 0.63% (1)bps

Management fees

£161m £159m (2) % 7%

Performance fee income

£2m £23m n/m 15%

1. AUM on constant currency basis.

2. CAGR calculation based on 31 March 2021 to 31 March 2026.

3. Excludes deployment on Credit funds.

4. Realisations of fee-earning AUM.

Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds

Vintage

Total fund

size

Status % deployed Gross MOIC Gross IRR DPI

Private Debt

Senior Debt Partners 2

2015

€1.5bn Realising 1.3x 7% 112%

Senior Debt Partners 3

2017

€2.5bn Realising 1.2x 5% 91%

Senior Debt Partners 4

2020

€4.9bn Realising 1.3x 11% 77%

Senior Debt Partners 5

2022

€7.3bn Investing 72% 1.2x 14% 11%

North American Private

Debt I

2014 $0.8bn Realising 1.4x 16% 138%

North American Private

Debt II

2019 $1.4bn Realising 1.4x 13% 96%

North America Credit

Partners III

2023 $1.9bn Investing 31% 1.2x 17% 2%

1. .Refers to commingled fund size.

Note: MOIC, IRR and DPI for SDP III, IV and V shown for EUR sleeves only.

Key drivers

Business activity

Fundraising: CLOs ($1.8bn) and Liquid Credit ($1.8bn)

Deployment: SDP ($4.5bn), and North America Credit Partners

($0.2bn)

Realisations: SDP ($3.1bn) and North America Credit Partners

($0.3bn)

Fee income

Management fees: Reduction compared to FY25, despite growing FE

AUM year-on-year, is due to timing of realisations and deployments

in FY25 and FY26, impacting average FE AUM over the respective

years

Performance fee income: Largely driven by SDP and NACP due to

change in approach announced in October 2025 (£17m); remaining

mostly driven by passage of time

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Finance review continued

Group financial performance continued

Management fees and fee-related earnings (FRE)

Management fees for the period totalled £684.8m (FY25: £603.8m), a year-on-year increase of 13% (+17%

excluding the impact of catch-up fees of £51.4m (FY25: £61.8m)). On a constant currency basis management

fees increased 14% year-on-year.

We maintained fee discipline across strategies and continued to experience a mix-shift towards higher-return

strategies, resulting in an effective management fee rate on fee-earning AUM of 98bps (FY25: 96bps).

FRE operating expenses totalled £335.3m, an increase of 5% compared to FY25 (£320.2m). This growth,

which continues a recent trajectory of shallowing FRE expenses, was due largely to being disciplined in our

headcount (down 1% in the year), as well as appropriate cost control for staff and non-staff costs. The year-on-

year growth in administrative costs was due to a number of one-off expenses.

As a result FRE was £349.5m / 120p per share in FY26 (FY25: £283.6m / 98p per share). This represents a

23% year-on-year growth (34% excluding catch-up fees) and a five-year CAGR of 30% (27% excluding catch-

up fees).

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

£m

Year ended 31

March 2025

Year ended 31

March 2026 Change %

Management fees

603.8 684.8 13%

Of which catch-up fees 61.8 51.4 (17) %

Salaries

(139.2) (148.2) 7%

Cash Incentives

(95.7) (96.3) 1%

Administrative costs

(85.3) (90.8) 6%

FRE operating expenses

(320.2) (335.3) 5%

FRE

283.6 349.5 23%

FRE margin

47.0% 51.0% 4%

FRE ex. catch-up fees

221.8 298.1 34%

FRE margin ex. catch-up fees

40.9% 47.1% 6%

Performance fee income

Performance fees recognised for the year totalled £127.0m (FY25: £86.2m), of which £72m was due to the

change in estimate for performance fees revenue measurement announced on 2 October 2025. The

remainder was due to the passage of time and to changes in the underlying fund valuations.

During the period, the Group received in cash performance fees of £96.1m and at 31 March 2026 had an

accrued performance fees receivable on its balance sheet of £144.7m (31 March 2025: £108.4m).

£m

Accrued performance fees at 31 March 2025

108.4

Accruals during period

127.0

Received during period

(96.1)

FX and other movements

5.4

Accrued performance fees at 31 March 2026

144.7

Recognition of performance fee income

In addition to management fees, the Group receives performance fees from certain funds if performance

thresholds are met.

Performance fees are a relatively small but important part of the Group’s revenue. The Group receives

approximately 20–25% of performance fees from the funds that it manages, with the remainder going to

the investment teams.

Over the medium term, we expect performance fees to represent ~10–20% of total fee income. The

accrual of unrealised performance fees is a matter of judgement (see note 3 on page 130) and we take

aconservative approach to minimise the possibility of any significant reversals.

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Finance review continued

Group financial performance continued

Change in performance fee recognition methodology

During the year, the Directors reviewed the track record of the portfolio of funds and revised their

judgement regarding the timing of recognition of performance fees for closed-end fund structures

(seenote 3 on page 130). Recognition of performance fees in respect of a fund commences when the

successor fund has its first fundraising close and the investment period for the existing fund has ended.

This removed the previous management judgement around timing of when a fund is likely to reach its

performance fee hurdle.

A constraint is applied to the performance fee receivable calculated with respect to the liquidation NAV

ofthe fund, to reflect the uncertainty of future fund performance. This constraint is set by reference to the

maturity of the fund and its portfolio of assets, assuming a standard fund life of 12 years (2025: 10 years).

Management judgement will be applied to define the level of constraint for funds that materially deviate

from the standard expectations of a fund's life.

The performance fee income will be based on the fund’s valuation at the date of the financial statements,

consistent with previous approach.

Illustrative recognition of performance fee accrual under UK-adopted IAS for a fund that charges

fees on committed capital

Performance fees are recognised only if it is highly probable that there will not be a significant reversal in

thefuture.

Performance fees are paid both by funds that charge fees on committed capital and funds that charge fees

on invested capital. The graph below illustrates the fees for a fund that charges fees on committed capital.

For funds that charge on invested capital, the process for recognising performance fees is the same as

outlined above, and the illustrative profile in the graph would change to reflect the management fee being

charged on invested capital. For more detail on how we charge management fees (see page 20).

Net Balance Sheet Return

For the twelve months to 31 March 2026 the Net Balance Sheet Return was £149m (+5%) (FY25: £231m

(+8%))

and over the last five years has generated an average return of 10%. All asset classes except Debt

generated +5% to +8% returns in the year, while Debt’s return of £(7)m (-2%) was driven by a number of

mark-to-market movements within our CLO portfolio. This year's outcome in the context of a challenging

macro backdrop underlines the diversification and resilience of the Balance Sheet Portfolio, which

management expects to generate low double-digit % annualised returns over the long term.

Other income and expenses

Other income and expenses increase of £11m, which is largely non-cash, includes net FX gains of £20m

(FY25: £8m) from foreign exchange retranslation and fair value movements on hedging derivatives.

Tax

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

of 18.5% (FY25: 14.9%).

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

1. For detail on balance sheet return by asset class and for bridges from total balance sheet return to net balance sheet return and

from balance sheet net realisations to net cash flows from balance sheet activity see the Glossary in page 182.

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Initial recognition: first close of successor fund and

end of investment period for existing fund

Management fees

Performance fees

Year 1 Year 2

Year 3 Year 4

Year 5 Year 6

Year 7 Year 8

Year 9

Year 10 Year 11

Year 12

Balance Sheet and Capitalisation

ICG is well capitalised with an asset base that is strategically valuable and aligns interests between

shareholders and clients. This includes a co-investment portfolio that invests alongside our funds to align

interests with clients, and seed investments that support the growth of future strategies and products.

At 31 March 2026, ICG had net financial debt of £113m

(FY25: £629m) and net debt / FRE of 0.3x.

£m

31 March 2025 31 March 2026

Balance sheet portfolio

2,901 2,568

Cash and cash equivalents

605 981

Other assets

447 487

Total assets

3,953 4,036

Financial debt

(1,177) (1,024)

Other liabilities

(280) (308)

Total liabilities

(1,457) (1,332)

Net asset value

2,496 2,704

1. Drawn financial debt less available cash.

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

£m

At 31 March

2025

Revenue Cash flow

At 31 March

2026

Net Balance

Sheet Return FX & other

Net

(realisations)

Co-investment portfolio

2,609 135 58 (478) 2,324

Seed investments

292 14 (7) (55) 244

Balance sheet portfolio

2,901 149 51 (533) 2,568

2. Investments made by ICG’s balance in or alongside funds managed by ICG that have taken third-party capital.

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

The increasingly asset-light nature of our business model is visible in the levels of cash the balance sheet

portfolio is generating. In recent years the Group has reduced the level of co-investment to a number of

strategies as they have become more established with clients over multiple vintages. As a result, we believe

we are in the early stages of a multi-year trend whereby the co-investment portfolio for the current perimeter

of products could generate significant net cashflow as older vintages are realised and lower co-investment

commitments feed into deployment levels. The timing and amount of this cashflow are uncertain, depending

amongst other things on realisation activity and realised valuations.

At 31 March 2026, ICG had uncalled commitments to funds in their investment period of £832m and a further

£634m to funds outside of their investment period. See page 163 for details.

We continue to optimise the absolute size of balance sheet commitments alongside funds as strategies

mature and have reduced the absolute commitments made across a number of strategies in recent years.

During the year the Group made commitments to funds including Europe IX (€181m), LPS II ($50m); Core

Private Equity (evergreen) funds ($100m); various Real Assets strategies (£62m). Note that for funds still

raising, further commitments from the balance sheet may be made as client capital is accepted into the fund.

At 31 March 2026, the Group had drawn debt of £1,024m (FY25: £1,177m). The change is due to the

repayment of certain facilities as they matured, along with changes in FX rates impacting the value:

£m

Drawn debt at 31 March 2025

1,177

Debt (repayment) / issuance

(172)

Impact of foreign exchange rates

Drawn debt at 31 March 2026

1,024

The Group’s debt is provided through a range of facilities. The weighted-average pre-tax cost of drawn debt at

31 March 2026 was 2.71% (FY25: 2.84%). For further details of our debt facilities see Other Information in

page 188.

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

upgrade from Fitch during the year.

Cash flow and total available liquidity

ICG generated operating cash flow of £861m during FY26 (FY25: £533m) and at 31 March 2026 had total

available liquidity of £1,461m (FY25: £1,098m).

FRE-related cash flow grew 9% to £325m. In addition, certain funds managed by the Group had a number of

material exits during the year, which resulted in £96m of performance fees being received (as many of those

funds were already in carry) and £533m net cash flow being generated by the balance sheet portfolio (FY25:

£240m). The cash flow from balance sheet portfolio in particular benefitted from a number of large exits in

Europe VI and VII.

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Finance review continued

Cash flow and total available liquidity continued

The table below sets out movements in cash:

£m 31 March 2025 31 March 2026

Opening cash

627 605

Operating activities

Management fees 602 657

FRE expenses (303) (332)

FRE-related cash flow

299 325

Performance fees 60 96

Net cash flows from balance sheet portfolio 240 533

Other operating cash flow 2 2

Tax paid (68) (95)

Group operating cash flows

533 861

Financing activities

Net interest (22) (7)

Dividends paid (229) (242)

Net repayment of borrowings (241) (172)

EBT-related outflows (70) (58)

Net cash flows for Amundi buyback / share issuance

– (17)

Group financing cash flows

(562) (496)

FX and other

(6) 11

Closing cash

605 981

Regulatory liquidity requirement (57) (70)

Available cash

548 911

Available undrawn RCF

550 550

Cash and undrawn debt facilities (total available liquidity)

1,098 1,461

1. Net cash inflows and outflows arising from the share buyback and share issuance transactions reflect timing effects only. On a

cumulative basis, the overall transaction is expected to be cash-neutral for shareholders upon completion.

Operating cash flows under UK-adopted IAS of £846.1m (FY25: £136.1m) include consolidated credit funds. This difference to the

APM measure is driven by cash consumption within consolidated credit funds as a result of their investing activities during the period.

Capital allocation

Our approach to capital allocation focuses on maintaining our progressive dividend alongside reaching a

position of zero net debt and investing in the growth of ICG, primarily with a focus on increasing FRE per share

over the long term.

At the point of having excess capital and cash we will continue to evaluate all options for growing FRE per

share and total shareholder return over the long-term. As well as optimising co-investments alongside our

funds, these options include further organic growth through developing new products and strategies;

inorganic growth through M&A and partnerships; and returning capital to shareholders.

Dividend

ICG has a progressive dividend policy. Over the long term the Board intends to increase the dividend per

share by at least mid-single digit percentage points on an annualised basis.

The Board has proposed a final dividend of 59.3p per share which, combined with the interim dividend of

27.7p per share, results in total dividends for the year of 87p (FY25: 83p). Both Ordinary Shares and Ordinary

Non-Voting Shares are entitled to this dividend.

This marks the 16

consecutive year of growth in the ordinary dividend per share, which over that time has

grown at an annualised rate of 11%.

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

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Finance review continued

Capital allocation continued

Share count

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

31 March 2025 31 March 2026

Total Ordinary Shares in issue

294,370,225 294,373,624

Less Ordinary Shares held in treasury (legacy)

(3,733,333) (3,733,333)

Less Ordinary Shares held in treasury pursuant to Amundi

partnership

— (2,785,365)

Plus Ordinary Non-Voting Shares in issue

— 1,680,934

Plus Ordinary Shares held in treasury that are expected to

have Ordinary Non-Voting Shares issued in their place

— 1,104,431

Number of shares used for purposes of per share

290,636,892 290,640,291

Note: total ordinary voting shares outstanding

290,636,892 287,854,926

Weighted average number of shares for purposes of per

share calculations

290,633,332 290,638,658

1. This represents the number of shares repurchased so far by ICG pursuant to the Amundi partnership, less Ordinary Non-Voting

Shares already issued to Amundi. It is expected that an equal number of Non-Voting will be issued to Amundi in due course. This

metric is used for per share calculations to represent the ongoing value attributable to shareholders on a normalised basis,

reflecting the difference in timing between share repurchases made by ICG and subscription by Amundi for Ordinary Non-Voting

Shares. See announcement of 18 November 2025. These shares are not entitled to dividends at the balance sheet date.

2. 31 March 2026 weighted average number of shares include both voting and non-voting ordinary shares for calculating

financial performance.

As detailed in the announcement of 18 November 2025, the Ordinary Non-Voting Shares have the same

nominal value, rights and privileges as the Ordinary Shares, including as relates to dividends and other

economic rights, save that the Ordinary Non-Voting Shares do not have any voting rights.

The Group has a policy of neutralising the dilutive impact of stock-based compensation through the purchase

of shares by an Employee Benefit Trust (EBT). During the year, the Group expensed £50.0m of stock-based

compensation and had £58.0m of EBT-related cash flows.

Foreign exchange rates

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

Average rate for

FY25

Average rate for

FY26

Year ended 31

March 2025

Year ended 31

March 2026

GBP:EUR

1.1919 1.1546 1.1944 1.1449

GBP:USD

1.2773 1.3411 1.2918 1.3228

EUR:USD

1.0751 1.1616 1.0815 1.1553

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

USD EUR GBP Other

Fee-earning AUM

33 % 59 % 7 % 1 %

The table below sets out the indicative impact on our reported management fees, FRE and balance sheet

portfolio had sterling been 5% weaker or stronger against the euro and the dollar in the period (excluding the

impact of any hedges):

Impact on FY26

management fees

Impact on FY26

FRE

Impact on balance sheet

portfolio at 31 March

2026

Sterling 5% weaker against euro and dollar

+33.4m +26.5m +105.3m

Sterling 5% stronger against euro and dollar

-(30.2)m -(24.0)m -(105.3)m

1. Impact assessed by sensitising the average FY26 FX rates.

Where noted, this review presents changes in fee-earning AUM on a constant currency exchange rate basis.

For the purposes of these calculations, prior period numbers have been translated from their underlying fund

currencies to the reporting currencies at the respective FY26 period end exchange rates. This has then been

compared to the FY26 numbers to arrive at the change on a constant currency exchange rate basis.

The Group does not hedge its net currency income as a matter of course, although this is kept under

review. The Group does hedge its net balance sheet currency exposure with the intention of insulating it

from FX movements. Changes in the fair value of the balance sheet hedges are reported within other

income and expenses.

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Our people

Enabling investment

performance and

disciplined growth

“We invest in building exceptional

teams and preserving our

entrepreneurial energy. I care

deeply about creating a culture

focused on performance and

delivery for our stakeholders,

while valuing everyone’s impact.”

Antje Hensel-Roth

Chief People and External Affairs Officer

Our values in action

Our values

Performance for our clients

Delivering exceptional long-term results

throughin-depth market access, judgement and

global partnership.

Entrepreneurialism and innovation

We challenge assumptions, stay curious, and move

with pace and agility.

Ambition and focus

We pursue bold goals with clarity and discipline,

holding ourselves to the highest standards

ofperformance.

Taking responsibility and managing risk

We act thoughtfully and protect value

throughsound judgement and responsible

riskmanagement.

Working collaboratively, inclusively

and acting with integrity

We work openly, value and support diverse

perspectives, and remain committed to doing

what’s right.

Our people strategy

People (Total)

678

(2025: 686)

1. Permanent employees.

People (FTE)

676

(2025: 684)

2. Full-Time Equivalent.

Performance:

excellence delivered for all stakeholders

Inclusion:

embedding resilience and connection

Development:

enhancing talent to support evolving markets

Delivering global ambition with agility and

entrepreneurial spirit

Our progress is driven by the ambition to deliver

exceptional results across the breadth and depth

ofICG. As a globally connected firm with an

on-the-ground presence in markets worldwide, we

support our people to operate with pace and agility,

encouraging initiative, innovation and ownership.

Across our three strategic pillars – performance,

inclusion and development – we are building strong

capabilities and foundations that enable our global

business to continue to excel, and our people

tothrive.

Performance underpins our ambition to deliver

strong long-term results. We pursue bold goals

withclarity and discipline, enabling colleagues to

exercise sound judgement, take responsibility and

deliver with confidence and pace. Grounded in

entrepreneurialism, this creates a high-performing

culture driven by collaboration, integrity and

ashared commitment to excellence.

Inclusion reflects our ambition to position ICG as

aglobally recognised employer of choice. Through

acompelling and high-quality employee experience,

we cultivate an inclusive culture where colleagues

feel supported, respected and recognised for their

contributions. Welcoming diverse perspectives and

experiences enables deeper learning, continued

innovation, and helps attract talent to the firm.

Development focuses on intentionally developing

individuals and providing meaningful opportunities

for growth through targeted learning, stretch

opportunities, and building the confidence to step

into greater responsibility. By investing early in

potential and supporting progression over time,

weaim to build a sustainable pipeline of future

capability across the firm.

Alongside this, we continue to invest in our platform,

systems and processes to create an efficient,

data-driven and integrated ecosystem.

Performance

InclusionDevelopment

Our

purpose

A values-led high

performance culture

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Our people continued

Advancing our key people initiatives

Attract

– High level of personal

impact and business

building opportunities

– Early careers programme

expanding access and

developing future talent

– Inclusive culture at the core

of and throughout the firm

Retain

– Wide-ranging opportunities

for career development

– Competitive reward and

market-leading,

holistic benefits

– Engagement and

opportunity to contribute

across the firm

Develop

– Dedicated talent offers at

alllevels

– Access mentoring and

employee networks

– Development of teams and

individuals a core priority

for people managers

Employee development

We are committed to equipping our people with

theskills and inclusive behaviours needed to

strengthen teams and performance. Delivered

through a focused suite of blended development

offerings. This is augmented by specific individual

and team coaching as well as other bespoke

initiatives, including:

– Managing for Results, now deployed globally,

equips people managers to set clear performance

expectations and support career development,

embedding ICG’s values and leadership attributes

into everyday management practices.

– Leading for Impact, accelerates leadership

capability for senior leaders with significant

business or functional responsibility, helping them

lead others effectively, drive collaboration across

the firm, and create inclusive environments.

– The Successful Promotions Programme, now in

itssixth year, helps newly promoted colleagues

transition into their roles by strengthening

self-awareness and ownership of development.

Italso provides opportunities to build networks

across the firm and to explore how they can

contribute to individual, team and firm-wide

results in their new role.

– Access to digital learning resources aligned to

every career stage and a dedicated personal

development budget.

Employee engagement survey

participation rate and score

forJuly2025:

79% 7.3

(2024: 79%) (2024: 7.2)

Employee engagement driver includes questions on

Loyalty, Recommendation and Satisfaction.

– Equipped People Managers across the firm with

practical, actionable guidance on performance,

career development, effective communication

andinclusive leadership, empowering them to lead

with confidence and drive consistent, high-quality

outcomes across their teams.

– Enhanced the recruitment and onboarding

experience to create a high-impact, engaging

introduction to ICG and ensure new joiners feel

connected and supported from day one.

– Introduced a new global recognition platform,

offering a simple and consistent way for

employees to recognise one another for work

aligned to our core values. The platform brings

ourvalues to life across the firm and reinforces

astrong culture ofrecognition.

– Delivered over 70 events and initiatives through

our seven global employee networks, which are

sponsored by senior executives, run by employees,

and open toall. These networks span gender,

ethnicity, socio-economic backgrounds, LGBT+,

young professionals, family and carers, disability,

sports and wellbeing.

Engagement and voice

We intentionally engage employees through

multiple channels. Firm-wide town halls provide

updates on firm performance and business outlook.

The annual global engagement survey captures

employee feedback, and the People Forum brings

together senior leaders to exchange ideas and

recommend business priorities. Inclusion

Champions from ouremployee networks and

regional offices help amplify diverse perspectives

across the firm. Wealso gather targeted insights

through focusgroup discussions led by Andrew

Sykes, ourNon-Executive Director responsible for

employee engagement.

Recognising values-aligned behaviours that reflect

our core values is central to our approach. Each

quarter, our Values Awards celebrate colleagues

whose contributions bring ICG’s values to life.

Wellbeing and support

We remain committed to providing colleagues

withmeaningful benefits built around three core

pillars of wellbeing: physical, mental and financial.

Our strategic global goal is to ensure our benefits

are consistently best in class within our peer group.

Wecontinuously review the market for innovation

to ensure our offering evolves with the changing

needs of our people, while also benchmarking

locally across our global locations.

Guided by our values, we are committed to creating

ahigh-performing and inclusive environment where

colleagues are encouraged to contribute and

challenge others meaningfully across all levels of

thefirm.

Our investment in targeted programmes enhances

our capabilities, broadens opportunity, and supports

professional development. By grounding our

decisionsin robust data, insights, and reporting, we

ensure our talent strategies are forward-looking and

impactful. From early career pathways to leadership

development, we support our people at every stage,

empowering them to build exceptional careers at ICG.

We have:

– Launched ICG’s global mentoring programme –

creating access to cross-business connections, real-

time guidance and knowledge sharing that helps

colleagues navigate their careers with confidence.

Developing our employees

Inclusion at ICG

Inclusion is integral to ICG’s key values and our

commitment to an inclusive and resilient workplace for

all colleagues. By welcoming and respecting different

perspectives, we strengthen our performance, enrich

decision-making and contribute to better outcomes

forour clients, colleagues, and the markets we serve.

ICG’s inclusion strategy is integrated and holistic.

Itspans multiple dimensions across data, people,

investment decisions, and industry engagement,

aligned to business priorities. This approach is

focused on:

1. Culture: Building high-performance teams where

colleagues contribute with an entrepreneurial

mindset and a focus on excellence, and in which all

employees are treated with dignity and respect.

2. Employer of Choice: Attracting, developing, and

retaining top talent from a range of backgrounds by

investing in leadership development, career growth,

and providing access to opportunities for all

employees to reach their full potential.

3. Lifting our industry: Creating a fair investment

industry in collaboration with our partners.

We tailor this approach to reflect our global footprint,

ensuring it remains relevant and compliant with local

laws across all markets in which ICG operates.

Employee Networks

Our inclusive culture is supported by and reflected in

seven global employee networks, most recently

expanded to include a focus on socio-economic

diversity. Run by employees, open to all colleagues

and supported by executive management, these

networks bring colleagues together across the firm.

Collectively, networks delivered more than

70events and initiatives across the firm. This

included new dads’ lunches, menopause awareness

sessions and ‘In Conversation’ events spotlighting

senior women and their careers at ICG. Support

wasprovided to parents navigating the digital age,

disability awareness was raised in partnership with

the Business Disability Forum, and LGBT+ inclusion

was progressed through internal campaigns and

external engagement. Cultural observances were

also marked across the firm. Together, these

initiatives strengthened understanding, connectivity

and support across ICG.

Across the Industry

We work in close partnership with a range of

external organisations to strengthen our inclusion

efforts and contribute to positive change across our

industry. This includes sponsoring the UK Private

Capital Diversity Series, where we have hosted

sessions focused on Black History Month, LGBT+

inclusion and broader themes. We also collaborate

with partners such as 100 Women in Finance,

Inclusion in Finance, Level 20, LGBT+ Great, and

OutInvestors. Through these partnerships, we

support shared learning, advocacy and practical

action that advances inclusion for our colleagues

andacross the wider investment industry.

Initiatives

We continue to embed inclusive behaviours across

the firm through hiring and targeted development.

Conscious Inclusion training supports new joiners,

while annual compliance training keeps inclusion

front of mind for all colleagues. Our Women’s

Development Programme continues to support

women in mid to senior level roles. Alongside this, we

host our Insight Track programme, a forum that brings

senior women together to learn from one another,

share experiences and build trusted peer networks.

We were pleased to see ICG ranked #1 in the

Equality Group's Honordex Inclusive PE & VC Index

in 2026, following global #1 rankings in 2023 and

2024 and a #2 position in 2025, demonstrating

sustained performance over time. We were also

shortlisted at the Real Deals Private Equity Awards

in the Diversity & Inclusion Leader of the

Yearcategory.

ICG plc Annual Report and Accounts 2026

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Our people continued

Our strategy

Our people

Our industry

Data and insights

Responsible investing

Our People in action

Championing socio-economic diversity within

and beyond our firm

Elevate, our seventh employee network and the

first focused on socio-economic diversity, brings

colleagues together to widen access, support

career ambitions and raise awareness across the

firm. This builds on our long-term commitment

tosocial mobility, supported by a multi-year

investment of over £4 million in charities

supporting social mobility. Since 2022, more

than14,300 young people have benefited from

these programmes.

Find out more in our Impact report:

www.icgam.com/csr2026

Women in Investments

In January 2026, ICG hosted its inaugural

Womenin Investments global off-site, bringing

together almost 60 female investors from across

the firm’s teams.

Through direct engagement with ICG’s

distinguished faculty of leaders and respected

industry speakers, the event strengthened

professional networks, encouraged open

conversations about excellence and career

building in investments, and contributed to

creating a more connected and inclusive

investment community.

Seven Employee networks

c.70

events delivered globally

Rank (globally):

Equality Group’s Honordex Inclusive PE and

VC Index 2026

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Our people continued

Key people

metrics

All data, unless otherwise stated, is based on

permanent employees as at 31 March 2026.

GenderPay Gap data is prepared in line with

statutory requirements.

Our priorities are informed by data, insights and

aclear commitment to accountability. We track

andmonitor progress against key external ambitions

and commitments. This year, we continue to exceed

these ambitions:

– As a signatory to the Women in Finance Charter,

we continue to exceed our aspiration of achieving

30% women in UK senior management roles by

2027, with representation at 33%.

– In line with the aims of the Parker Review, and

based on ONS classifications, 14% of our UK

located Global Senior Management population

identify as coming from an ethnic minority

background, exceeding our aspiration of 10%,

byDecember 2027.

We are transparent in sharing our data and

participate in external benchmarking, enabling us

tomeasure our progress against industry standards

and continuously improve our practices.

General

Number of permanent

employees (total)

678

(2025: 686)

Number of permanent

employees (FTE)

676

(2025: 684)

Employee turnover

14.5%

(2025: 12.8%)

Ethnic minorities

Board

10%

(2025: 10%)

Senior Board

positions

(Chair, SID, CEO, CFO)

(2025: 0)

Executive

Committee

(2025: 0%)

UK Global Senior

Management

14%

(2025: 14%)

UK All Employees

29%

(2025: 29%)

of which 62% White,

21% Asian, 3% Black,

5% Other, 9% Prefer

Not to Say or

NoResponse

(2025: 29%, of which 62%

White, 20% Asian, 3% Black,

6% Other, 9% Prefer Not to

Say or No Response)

UK New Hires

30%

(2025: 42%)

of which 65% White,

21% Asian, 2% Black,

7% Other, 5% Prefer

Not to Say or

NoResponse

(2025: 42%, of which 55%

White, 32% Asian, 1% Black,

9% Other, 3% Prefer Not to

Say or No Response)

Age

(years)

13%

72%

15%

50+

30-50

-30

Board

42%

40%

58%

60%

Gender Representation

Executive

Committee

33%

67%

Global Senior

Management

32%

29%

68%

71%

UK Senior

Management

33%

36%

67%

64%

All Employees

Globally

37%

63%

1. For further information on the Company’s Directors, please see page 69.

2. Global Senior Management comprises Executive Directors and their direct reports, as reported to the FTSE Women Leaders Review. This includes relevant firm-wide leadership roles across Corporate

& Business Services (CBS), Client Solutions Group (CSG) and Investment (INV), including applicable Material Risk Takers (MRTs), in line with our Board-approved definition. With directors of subsidiary

undertakings included, this population comprises 9 (19%) women and 38 (81%) men.

3. UK Senior Management (for the purposes of the Women in Finance Charter) comprises Executive Directors and UK-based roles that are direct reports to an Executive Director, including relevant firm-

wide leadership roles and applicable MRTs.

4. The total number of employees globally is 678, of which 253 are women and 425 are men.

5. UK Global Senior Management (for the purposes of the Parker Review) comprises the UK-located subset of Global Senior Management.

Mean Hourly

Gender Pay Gap

22.9%

(2025: 29.6%)

Mean Gender

Bonus Gap

62.2%

(2025: 73.2%)

UK New

Hires (women)

33%

(2025: 44%)

Global New

Hires (women)

44%

(2025: 45%)

Women 2026

Men 2026

Women 2025

Men 2025

Senior Board

positions (Chair,

SID, CEO and CFO)

100%

Hiring rate

11.8%

(2025: 16.9%)

Find out more in our Governance report

onpage 66 and Non-financial and

sustainability information statement

onpage 65

Find out more on our website:

www.icgam.com//people

For more information in ICG’s approach to

Sustainability and Responsible Investing,

read our FY26 Sustainability and People

Report: www.icgam.com/spr

Our approach

The Board is accountable for the overall stewardship

of the Group’s Risk Management Framework (RMF),

internal control assurance, and for determining the

nature and extent of the risks it is willing to take in

achieving the Group’s strategic objectives. In doing so

the Board sets preferences for the risks undertaken

and within a strong control environment aims to

generate a return for investors and shareholders and

to protect their interests. The Board also promotes

aGroup-wide strong risk management culture by

encouraging acceptable behaviours, decisions, and

attitudes towards taking and managing risk. Please

refer to the Governance Report on page 66.

Managing risk

Taking on risk in a controlled manner enables the

organisation to capture opportunities, to innovate

and to further enhance our business, for example

new investment strategies or new approaches to

managing our client relationships. Therefore, the

Group maintains a risk culture that provides

flexibility for entrepreneurial leadership within

aprudent risk management and effective

controlframework.

Risk management is embedded across the Group

through the RMF to ensure current and emerging

risks are identified, assessed, monitored, controlled,

and appropriately governed based on a common risk

taxonomy and methodology. The Group’s RMF

operates under the principles of the ‘three lines

ofdefence’ model. The RMF is designed to protect

the interests of stakeholders and meet our

responsibilities as a UK-listed company, and the

parent company of a number of regulated entities.

The Board reviews the RMF regularly, and it forms

the basis on which the Board reaches its conclusions

on the effectiveness of the Group’s system of

internal controls and the Group’s risk profile.

The Board’s oversight of risk management is

proactive, ongoing and integrated into the Group’s

governance processes. The Board Risk Committee

receives regular reports on the RMF activities and

operating effectiveness of the internal control

system. These reports set out significant risks

(Principal Risks) as well as emerging risks faced by

the Group. The Board Risk Committee receives

regular management information and monitors

performance of defined metrics of the Principal Risks

against set thresholds and limits.

The Board also meets regularly with the internal

andexternal auditors to discuss their findings and

recommendations, which provides insight into

areasthat may require enhanced monitoring

orimprovement.

Risk Appetite

Risk appetite is defined as the level of risk which the

Group is prepared to accept in the conduct of its

activities. The risk appetite strategy is implemented

through the Group’s operational policies, procedures

and internal controls. It is monitored by defined

riskappetite metrics which provide early warning

indicators and control exposures and activities that

may have material risk implications. The currentrisk

profile is within our risk appetite and

tolerancerange.

Principal and emerging risks

The Group uses a Principal and Emerging risks

process to provide a current as well as forward-

looking view of the potential risks that can threaten

the execution of the Group’s strategy or operations

over the medium to long term.

The Group’s Principal Risks are individual risks,

oracombination of risks, of which materialisation

beyond tolerance limits could result in events or

circumstances that might threaten our business

model, future performance, solvency, liquidity

andreputation. The Group’s RMF identifies nine

Principal Risks which are accompanied by associated

responsibilities and expectations around risk

management and control. Each Principal Risk is

overseen by an accountable Executive Director,

whois responsible for the framework, policies and

detailed procedures and standards.

Emerging risks are developing risks that cannot

yetbe fully assessed nor quantified but that could, in

the future, affect the viability of the Group’s strategy

or materially impact our current principal risk

exposures. Emerging risks are identified through

regular interactions with stakeholders throughout

the business, attendance at industry events, review

of external publications, and horizon scanning

performed by the relevant functions, including Risk

and Compliance functions. Once emerging risks have

been identified, they can be tracked and monitored

to determine if they represent a key risk exposure

toICG and whether or not any management actions

need to be put in place to mitigate ICG’s exposure to

these risks. Emerging risks are continuously

monitored to ensure that they are appropriately

managed by the Group.

Reputational risk is an important consideration and

is actively managed and mitigated as part of

managing each Principal Risk and the wider RMF.

Similarly, sustainability risk is not defined as

aprincipal risk but is considered across the Group’s

activities as an embedded value. The Group has

determined that the most significant impact from

climate change relates to the underlying portfolio

investments. Climate-related risk for both the

Group’s own investment and fund management

activities are addressed in greater detail in note 1

ofthe financial statements (see page 129).

Directors’ Confirmations

The Board has continued to oversee the further

enhancement of the Group’s risk management

andinternal control processes in line with the

requirements of UK Corporate Governance

Code2024 (the ‘Code’). This involves continuous

monitoring and assessment of risk management

andinternal controls as well as expanded assurance

processes on internal controls, with a focus on

Provision 29 of the Code which applies to our

financial year beginning 1 April 2026.

The Directors confirm that they have reviewed

theeffectiveness of the Group’s risk management

and internal control system and confirm that no

significant failings or weaknesses have been

identified. This is supported by an annual Material

Controls assessment and Fraud Risk Assessment

(other than for Internal Controls over Financial

Reporting which are reported to the Audit

Committee (see page 78), facilitated by the Chief

Control Office, which provides the Directors with

adetailed assessment of related internal controls.

The Directors confirm that they have undertaken

arobust assessment of the principal and emerging

risks facing the business, in line with the

requirements of the Code.

ICG plc Annual Report and Accounts 2026

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Other information

Managing risk

Managing risk to protect

performance and resilience

Effective risk management is a core competence

underpinned by a strong control culture.

Risk Description

Geopolitical, macroeconomic concerns, and

globalevents (e.g. wars, tariffs, government debt)

beyond our control may impact our performance,

profitability, operating environment and that of our

fund portfolio companies. These events can lead to

financial market volatility, affecting fundraising,

investment performance, exit opportunities, and

theability to deploy capital.

Key Controls and Mitigation

Our business model is primarily based on long-term

illiquid fund investments, providing stability during

market downturns. Additionally, by nature, closed-

end funds are not subject to redemptions.

A range of complementary approaches are used to

inform strategic planning and risk prevention,

including active engagement and management of the

Group’s fund portfolios and, profitability. In addition,

balance sheet scenario planning and stress testing

isperformed to ensure resilience across a range

ofoutcomes.

The Board, the Risk Committee and the individual

functions regularly monitor emerging risks, and

changes in their likelihood and impact that may

translate to materialised external environment risks

to the Group.

Trend and Outlook

The investing environment remains uncertain and

potentially volatile, with geopolitical shifts, high

interest rates, and weak economic growth.

As noted in the Finance review on page 18, 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.

ICG plc Annual Report and Accounts 2026

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Other information

Managing risk continued

Risk Appetite Level

Low Medium High Very high Risk trend

Strategic

External Environment Risk

•

Fundraising Risk

•

Fund Performance Risk

•

Financial

Market and Liquidity Risk

•

Business Environment

Key Personnel Risk

•

Legal, Regulatory and Tax Risk

•

External Reporting Risk

•

Operational Resilience

Information Technology and Security Risk

•

Third-Party Provider Risk

•

Strategic alignment

Grow AUM Invest Manage and Realise

External Environment Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

High Benoît Durteste

Principal risks

Risk Description

The Group's long-term growth and profitability rely

on successfully raising third-party funds. Failure to

attract new investors, grow existing investments,

and launch new strategies could impact future

management fee income and restrict expansion into

new markets and asset classes, limiting economies of

scale and diversification opportunities. This risk has

significant strategic and financial implications,

including reduced profitability, loss of market share,

and challenges in attracting and retaining top talent.

Key Controls and Mitigation

The Group’s Client Solutions Group function is

dedicated to continually growing and diversifying

our client base and supporting the Group’s

fundraising efforts. The diverse product

offeringsprovide a range of solutions to match

clientrequirements.

Monitoring of new possible fund structures, new

strategic partnerships of distribution, client

investment appetite and investor bases is conducted

on a regular basis to assess and develop new

products and growth opportunities.

Trend and Outlook

Fundraising markets continue to consolidate, with

wider macroeconomic and geopolitical uncertainty

coupled with investor liquidity constraints fuelling

apersistently challenging fundraising market.

Despite this, the Group has continued to exceed our

fundraising targets, successfully scaling up flagship

strategies and building momentum in scaling

strategies. Europe IX, Infrastructure Europe II and

Metropolitan II were the major drivers of capital

raised. Notably Infrastructure Europe II final close

exceeded the extended hard cap, and we recorded

our best year on record for Real Estate fundraising.

Our diverse product offering and client base, coupled

with continued strong performance and strategic

hires to support the growth of our Client Solutions

Group, positions ICG for successful fundraising to

continue scaling AUM.

Risk Description

Current and potential clients continually assess

ourinvestment fund performance and track record.

There is a risk that our funds may not deliver

consistent performance against investment

objectives and ultimately erode our track record.

Poor fund performance may hinder our ability to

raise subsequent vintages or new strategies,

impacting competitiveness, profitability and

growthplans.

Key Controls and Mitigation

A robust and disciplined investment process is in

place where investments are selected and regularly

monitored by the Investment Committees for fund

performance, delivery of investment objectives, and

asset performance.

All proposed investments are subject to a thorough

due diligence and approval process during which all

key aspects of the transaction are discussed and

assessed. Subsequent monitoring of investment,

engagement with portfolio investments towards

value enhancement and assessment of divestment

pipelines is undertaken on an ongoing basis.

Monitoring of all portfolio investments is undertaken

on a quarterly basis focusing on the operating

performance and liquidity of the portfolio.

Material sustainability and climate-related risks are

assessed for each potential investment opportunity

and presented to, and considered by, the Investment

Committees of all investment strategies as part of

the investment approval process.

Trend and Outlook

Our platform is well-positioned and remains firmly

aligned with our investment thesis: namely, to

support performing companies that operate in non-

cyclical industries with good management teams.

The Group’s disciplined investment methodology, of

investing in less cyclical services sectors will provide

a constructive operating environment for the Group,

with our embedded relationships with founders and

deep underwriting and structuring expertise

mitigating this risk.

During this period, fund valuations have remained

stable, supported by the financial performance of our

portfolio companies and income from interest-

bearing investments. Our disciplined approach to

realisations has helped maintain the performance

ofkey vintages, despite the market's reduced

transaction activity.

More detail on the performance of the

Group’s funds can be found on pages 22 to 24.

ICG plc Annual Report and Accounts 2026

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Other information

Managing risk continued

Strategic alignment

Grow AUM Invest Manage and Realise

Fundraising Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Medium Benoît Durteste

Fund Performance Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Medium Benoît Durteste

Risk Description

The Group is exposed to market and liquidity risks.

Adverse market conditions could negatively impact

the carrying value of the Group's investments,

resulting in financial losses and constraining the

Group's ability to launch new funds or meet existing

co-investment obligations or invest in future co-

investment opportunities. This risk stems from the

Group's strategy of co-investing alongside clients

inits funds, seeding assets in preparation for fund

launches, and holding investment participation

inCollateralised Loan Obligations to meet

regulatoryrequirements.

Liquidity risk refers to the possibility that the Group

may not have sufficient liquidity resources to meet

its cash-flow obligations, including refinancing or

repaying debt and funding co-investment

commitments, as they fall due.

Key Controls and Mitigation

Debt funding for the Group is obtained from

diversified sources and the repayment profile is

managed to minimise material repayment events.

Theprofile of the debt facilities available to the Group

is reviewed frequently by the Treasury Committee.

Market and liquidity exposures are reported monthly

and reviewed by the Group’s Treasury Committee.

Liquidity projections and stress tests are prepared

toassess the Group’s future liquidity as well as

compliance with the regulatory capital and

liquidityrequirements.

Any Group’s co-investment commitments are

reviewed and approved by the CEO and the CFO

ona case-by-case basis following assessment of the

risks and return on capital.

Valuation of the balance sheet investment portfolio

isreviewed quarterly by the Group Valuation

Committee, which includes assessing the assumptions

used in valuations of underlying investments.

Trend and Outlook

Global markets remain susceptible to volatility from

a number of macroeconomic factors, specifically

related to global interest rates, and geopolitical

factors. We continue to implement measures to

mitigate the impact of market volatility, and

respondto the prevailing market environment

where appropriate.

Our balance sheet remains strong and well

capitalised, with net debt of £113.0m, and with

£1.46bn of available liquidity as of 31 March 2026.

Inaddition, the Group has significant headroom to

itsdebt covenants. All of the Group’s drawn debt is

fixed rate, with the only floating rate debt being the

Group’s committed £550m revolving credit facility,

which was undrawn as of 31 March 2026. This

facility is only intended to provide short to medium

term working capital for the Group.

The Group’s liquidity, net debt and headroom

are detailed in the Finance Review on page 27.

Risk Description

The Group depends upon the experience, skill and

reputation of our senior executives and investment

professionals, and their continued service is vital to

our success. Breaching the governing agreements

ofour funds in relation to ‘Key Person’ provisions

could disrupt deploying, value creation or realising

activities or hinder our ability to raise new funds,

ifnot resolved promptly.

As such, the departure of key personnel may have

asignificant adverse impact on our long-term

prospects, revenues, profitability, and cash flows.

Itcould also impede our ability to maintain or grow

assets under management in existing funds and

hinder our ability to raise new third-party funds.

Key Controls and Mitigation

We employ an active and comprehensive approach

toattract, retain, and develop talent. This includes

awell-defined recruitment process, succession

planning, competitive long-term compensation and

incentives, and advancement opportunities through

performance appraisals and dedicated talent

development programmes.

Regular reviews of resourcing and key person

exposures are undertaken as part of business line

reviews and the fund and portfolio company

reviewprocesses.

We maintain a focus on our organisational culture,

implementing initiatives to promote appropriate

behaviours that lead to optimal long-term outcomes

for our employees, clients, and shareholders.

The Remuneration Committee oversees the

Directors’ Remuneration Policy and its application

tosenior employees, and reviews and approves

incentive arrangements to ensure they are

appropriate and in line with market practice.

Trend and Outlook

Attracting, developing and retaining key personnel

remains a significant priority for the Group. We

continue to invest in emerging and high potential

talent through focused and individual tailored

development plans. After a successful pilot, we have

launched a firm-wide mentoring programme during

FY26 to foster connections across our business and

support innovation. Additionally, having developed

and piloted a new manager-focused programme in

FY25, we have deployed the programme globally

toinspire team vision, drive performance, ensure

effective communication, and promote

careerdevelopment.

We remain committed to strategically strengthening

and expanding our overall management capability.

We have already welcomed senior professionals to

the firm across our locations and across client-facing,

investment and operational roles. We have also

established a Management Committee at Group

level which supports the Executive Directors in

managing and implementing the strategy of

theGroup.

Read more about our people on page 30.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Managing risk continued

Strategic alignment

Grow AUM Invest Manage and Realise

Market and Liquidity Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Medium David Bicarregui

Key Personnel Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Low Antje Hensel-Roth

Risk Description

Regulations establish the framework for the

investment management operations and marketing

distribution of our strategies, along with supporting

our Group business operations. Non-compliance

with professional conduct rules and legal and

regulatory requirements in any of the Group’s

regulated subsidiaries could result in censure,

penalties, or legal action.

Additionally, the increase in demand for tax-related

transparency means that tax rules have evolved

andthere has been a significant increase inreporting

requirements. This raises a complex mix of tax

implications for the Group, in particular for transfer

pricing, permanent establishment and fund

structuring processes. The tax authorities now have

more visibility than ever before on the underlying

activities of the business and could challenge the

Group’s interpretation of tax rules, resulting in

additional tax liabilities.

Changes in the legal, regulatory, and tax framework

can disrupt the markets we operate in and impact

our business operations. This may result in increased

costs, reduced competitiveness, lower future

revenues and profitability, or require the Group

tohold more regulatory capital.

Key Controls and Mitigation

The Chief Control Office, consisting of Risk &

Controls, Financial Crime Prevention and Regulatory

Compliance functions, and the Legal function are

responsible for understanding, assessing and

meeting regulatory and legal requirements on

behalfof the Group. They provide guidance to, and

oversight of, the business in relation to its regulatory

and legal obligations. This involves routine

monitoring and in-depth assessments to evaluate

adherence to relevant regulations and legislation.

The Tax function has close involvement with significant

Group transactions, fund structuring and business

activities, both to proactively plan the most tax

efficient strategy and to manage the impact of business

transactions on previously taken tax positions.

Trend and Outlook

ICG operates within a continually evolving and

complex global regulatory environment. Against this

backdrop the Group consistently adapts to meet

regulatory obligations. Throughout the period, ICG

has focused on internal initiatives, including AIFM

Directive II adaptation, further expanding the EU

branch structure and other marketing and client

servicing locations, the establishment of a strategic

distribution partnership and development of the

global regulatory footprint, to maintain a stable

regulatory risk profile.

Legal risk continues to be impacted by the regulatory

focus on the sector, which may lead to an evolution

of the existing applicable legal framework for the

business. The Group remains subject to litigation

risk, which may increase as the Group’s business

expands and becomes morecomplex.

The Pillar One and Two Model rules apply to the

Group from 1 April 2024. The Group’s trading

activities are subject to tax at the relevant statutory

rates in the jurisdictions in which income is earned.

As expected, Pillar One did not apply to the Group

for the period and we do not anticipate it will apply

for the foreseeable future. The implementation of

Pillar Two was closely modelled by the Group and

wedo not expect material impact for the period

orbeyond, but we continue to monitorclosely.

TheGroup remains responsive to increasing scrutiny

around private markets and continues to invest in its

Compliance, Legal, and Tax teams to ensure

appropriate and relevant coverage.

Risk Description

External reporting risk refers to the potential

adverse consequences arising from inaccurate,

incomplete, or untimely reporting of the Group’s

financial and non-financial information to external

stakeholders, including existing and potential

investors, shareholders, regulators, and thepublic.

This risk encompasses the possibility of

misstatements, omissions, or misleading disclosures

in the Group’s financial statements, regulatory

filings, and other communications. Ineffective

management of external reporting risk can lead to

reputational damage, loss of investor confidence,

regulatory scrutiny, and potential legal liabilities.

Key Controls and Mitigation

The Group’s financial reporting practices are aligned

to external reporting and industry standards.

Financial reporting controls are in place and are

subject to rigorous internal reviews and subject

toassurance.

Developments in accounting standards are

continually monitored to ensure the impact of new

or changed standards are properly assessed.

Sustainability disclosures are benchmarked against

relevant standards from the Sustainability

Accounting Standards Board and the Global

Reporting Initiative.

The Group continuously evolves and enhances

investor reporting based on client relations

feedbackand demand, industry standards and

information availability.

Trend and Outlook

ICG continues to rigorously review changes to

regulatory and legislative requirements and client

expectations in respect to external reporting, to

ensure the Group meets stakeholder expectations

and provides confidence to investors.

Sustainability has seen sustained focus from

regulators. With anticipated changes to both UK

andEU regulations expected in the next 1-3 years,

ICG is preparing towards an increase in the volume

and complexity of the Group’s reporting obligations.

Updates to the UK Corporate Governance Code

have enhanced ICG’s reporting requirements in

relation to our internal controls framework. The

Group has continued to assess the updated Code

andimplemented measures to ensure continued

compliance with reporting standards.

The Group remains alert to developments in

reporting requirements and standards, across an

increasingly complex global business, and continues

to ensure appropriate resource are in place to keep

up with stakeholder expectations.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Managing risk continued

Strategic alignment

Grow AUM Invest Manage and Realise

Legal, Regulatory and Tax Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Low David Bicarregui

External Reporting Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Low David Bicarregui

Risk Description

The Group relies on information technology

systemsto conduct its operations and serve its

clients. A failure to maintain a secure, reliable,

andresilient IT environment could expose the

Groupto unauthorised access, breaches of data

confidentiality, and disruptions to system availability.

Cyber attacks, system failures, or other technology-

related incidents could compromise sensitive

information, hinder the Group's ability to make

investment decisions, disrupt operations, and

damage the Group's reputation.

Key Controls and Mitigation

Operational resilience, in particular cyber security,

isa key focus of the Group’s Board and Leadership

agenda. The adequacy of the Group’s resilience and

response is reviewed on an ongoing basis.

Business Continuity and Disaster Recovery plans are

reviewed and approved at least on an annual basis by

designated plan owners, and preparedness exercises

are complemented by an automated Business

Continuity Planning tool.

The Group’s technology environment is continually

maintained and subject to regular testing, such as

penetration testing, vulnerability scans and patch

management. Technology processes and controls are

also upgraded where appropriate to ensure ongoing

technology performance and resilience.

An externally managed security operations centre

supplies the Group with skilled security experts and

technology to proactively detect and prevent

potential threats and to recover from security

incidents, including cyber-attacks.

Trend and Outlook

To maintain pace with the ever-evolving threat

landscape, the Group continues to invest in our

platform and systems to support the increasing

breadth and scale of our business and to position

ICGfor future growth.

As part of the Group’s commitment to cyber and

information security, ICG certifies against the

ISO27001 framework. Up-to-date and maintained

cyber hygiene, vulnerability scanning, technical

surveillance countermeasures alongside user

education make up the core components of the

Group’s cyber security with external threat

intelligence used to inform investments in solutions

to ensure our data is protected and secure.

ICG is responsive to technological enhancements,

including the growing presence of Artificial

Intelligence, to ensure that we are properly equipped

to mitigate evolving cyber security risks, as well as

positioning the Group to utilise new tools to support

our continued growth.

Risk Description

As part of the Group’s business model, we rely on

third-party providers for certain functions, including

service provider arrangements for our funds. The

most significant relationships are with Third Party

Administrators (TPAs) for ICG funds.

There is a risk that TPAs may not fulfil their

contractual obligations, which could impact our

operations and hinder our ability to meet client and

stakeholder expectations.

Additionally, failure of the Group to maintain

sufficient knowledge, understanding and oversight

ofthe controls and processes in place to proactively

manage our TPAs could damage the quality and

reliability of these TPA service delivery

andrelationships.

Key Controls and Mitigation

The TPA oversight framework consists of policies,

procedures, and tools to govern the oversight of key

suppliers, including our approach to selection,

contracting and on-boarding, management and

monitoring, and termination and exit.

Ongoing monitoring of the services delivered by

ourTPAs is undertaken through regular oversight

interactions where service levels are compared

tothe expected standards documented in

serviceagreements.

Trend and Outlook

The Group operates within a defined TPA

Governance and Oversight Framework, whereby

providers are assessed against criteria to determine

the level of risk to the Group. The associated

monitoring activities are scaled accordingly.

Theoperational oversight teams are responsible

foroverseeing the day-to-day services with an

escalation process in place when required. Where

trends and themes are identified that impact service

levels, additional oversight activities could be

required. The teams work in partnership with our

TPAs to ensure consistent performance levels

aremaintained and issues are remediated on

atimelybasis.

The KPI reporting allows the Group to benchmark

the performance of our TPAs against each other,

which provided information to support the

rationalisation of the portfolio. The Group is going

through a programme to reduce the number of key

TPA relationships. Over time, we expect that the

programme will result in improved operational

efficiency and streamlined investor experience.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Managing risk continued

Strategic alignment

Grow AUM Invest Manage and Realise

Information Technology and Security Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Medium David Bicarregui

Third-Party Provider Risk

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

Medium David Bicarregui

In accordance with the UK

Corporate Governance Code,

theDirectors have carried out

acomprehensive and robust

assessment of the prospects

andviability of the Group.

The Group’s long-term prospects are primarily

assessed through the strategic and financial planning

process. The main output of this periodic process is

the Group’s strategic plan, supported by the annual

budget which is approved by the Board (see page 68).

This assessment also reflects the Group’s strategic

priorities (see page 14).

The Board’s oversight of the strategic plan is

underpinned by the regular briefings received by the

Board on macroeconomics, markets, new products

and strategies, people management and processes

(see page 68). New strategy reviews consider

boththe market opportunity for the Group and

theassociated risks, principally the ability to

raisethird-party funds, and deliver strong

investment performance.

Period for assessing viability

The period covered by the Group’s strategic plan,

regulatory capital reporting, shareholder fundraising

guidance and the deployment duration for some of

the larger strategies is three years. This, combined

with an assessment of the period over which

forecasting assumptions are most reliable, and taking

into account the recommendations of the Financial

Reporting Council in their 2021 thematic review

publication, has led the Directors to choose a period

of three years to May 2029 for their formal

assessment of viability. The Directors are satisfied

that a forward-looking assessment of the Group for

this period is sufficient to enable a reasonable

statement of viability.

Assessment of viability

The assessment of the Group’s viability requires the

Directors to consider the principal risks that could

affect the Group (see pages 35 to 39), with further

information in the Risk Committee Report on page 79.

The Group has good visibility on future management

fees due to the long-term nature of our funds

(seepage 20). This is underpinned by a well-

capitalised balance sheet coupled with a strong

liquidity position.

Stress testing is performed on the Group’s strategic

plan, which considers the impact of one or more of

the key risks crystallising over the assessment

period. The severe but plausible stress scenario

applied to the strategic plan is a material reduction

inAUM arising as a result of one or more of the

External environment and Fund performance

principal risks crystallising, with the scenario

applying a significant slowdown to fundraising,

deployment and realisation, combined with a

significant valuation write down of the Group’s

balance sheet investments.

Having reviewed the results of the stress tests, the

Directors have concluded that the Group would have

sufficient resources in the stressed scenario and that

the Group’s ongoing viability would be maintained.

The stress scenario assumptions include maintaining

the Group’s dividend policy but this and other

assumptions would be reassessed if necessary over

the longer term.

In addition, the Group undertakes a reverse stress

test to identify the circumstances under which the

business model becomes unviable. The most likely

scenario to cause the business model to be unviable

is investment write-downs causing a breach of debt

covenants. The reverse stress test determines the

level of investment write-downs required to breach

debt covenants and trigger a business model failure

point, in the absence of any management actions.

Analysis of this scenario concluded that write-downs

significantly in excess of those experienced during

the global financial crisis by the Group, without any

mitigating actions, would be required in order for

theGroup to breach its banking covenants. The

Directors consider this level of write-down to be

extremely remote.

Viability statement

Based on the results of the analysis, and in

accordance with the provisions of the UK Corporate

Governance Code, the Directors confirm that they

have a reasonable expectation that the Group will

continue to operate and meet its liabilities, as they

fall due, for the next three years. The Directors’

assessment has been made with reference to the

Group’s current position and prospects, the Group’s

strategy, the Board’s risk appetite, the Group’s

principal risks and the management of those risks,

asdetailed in the Strategic Report on pages 1 to 65.

Given the above, the Directors also considered it

appropriate to prepare the financial statements on the

going concern basis as set out on pages 122 and 179.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Viability statement

A comprehensive and robust assessment

Informing long-term

investment and

strategic decisions

Strong and collaborative relationships with our stakeholders

areessentialto the Group’s resilience and growth. We focus on

appropriate and meaningful engagement to maintain trust and

transparency; to help usanticipate opportunities and risks; and

toinform our strategy and long-term value creation by ensuring

wemake decisions with due consideration to a range of

stakeholderperspectives.

Our key stakeholder groups

The Company’s key stakeholders are listed below.

The Directors seek to understand the interests of

each stakeholder so that these may be properly

factored into the Board’s decisions.

The Board engages with stakeholders through

various methods including direct engagement by

Executive and Non-Executive Directors where

relevant; receiving reports and updates from

management; and seeking input from external

advisers as appropriate.

ICG plc Annual Report and Accounts 2026

Overview

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Auditor’s report and financial statements

Other information

Stakeholder engagement



Shareholders and

lenders

Why is it important to engage?

The providers of our debt and equity capital are critical

to our success – the longevity and resilience of our

shareholder and debtholder relationships helps us to

access the capital that underpins the Group’s strategy.

What were the key topics of engagement?

– Macroeconomic outlook and the impact on our

investments and clients, including global private

credit growth and stresses, fundraising progress and

discipline around our deployment and

realisationactivity

– Strategic positioning and platform diversification

– Our strategic partnership with Amundi and the

opportunities that brings

– October performance-fee recognition changes

– The Company triennial review of the Directors’

Remuneration Policy

How have the Board and management engaged?

The Group delivered a global, year-round engagement

programme through one-on-one meetings, roadshows

and conferences, totalling 470 engagements reaching

63.6% of equity holders and 228 non-equity holders.

Senior executives held meetings across the US, UK,

Europe and Asia, while the Chair met 22.8% of the

TheSenior Independent Director and Chair of

Remuneration Committee conducted a separate

engagement programme with certain shareholders

and other stakeholders in relation to the Group’s

triennial Remuneration Policy review. See page 101

for further information. Debt-holder engagement

continued in parallel through targeted IR trips.

Outcomes as a result of that engagement

– Changes to the Group’s financial presentation and

communications, notably around fee-related

earnings (FRE)

– Further understanding of the market’s views on

capital structure and allocation

– Expanded and diversified the shareholder base

– Actionable feedback on the Group’s remuneration

policy proposals

Clients

Why is it important to engage?

Clients entrust us with their capital to invest on their

behalf – ensuring that we understand and meet our

clients’ needs is fundamental to our success. The single

largest driver of our long-term growth is continuing

toattract increasing levels of capital from our clients

and growing our client base, while delivering

strongreturns.

What were the key topics of engagement?

– Designing funds to meet clients’ needs

– Strategy to grow our client base and increase

holdings by existing clients across our products

– Reporting of portfolio performance

– Industry best practice integration of sustainability

considerations into our investment approach

How have the Board and management engaged?

We are continually considering the position of our

clients, and how we can best engage with them. More

information on our clients can be found on page 12.

Our Client Solutions Group engages regularly with all

clients and potential clients, providing detailed updates

on fund performance, new funds and other business

developments, including sustainability matters.

We held regular client investor days and investor

conferences throughout the year, ensuring that our

clients have access to our senior management,

investment teams and Client Solutions Group.

Outcomes as a result of that engagement

– Continued to broaden our expertise and offering of

funds to meet client expectations

– Offered successor vintages of established funds to

meet client demand

– Enhanced our monitoring, target setting and

reporting for portfolio companies

– Further invest in our internal teams to continue to

improve our client experience

Read more on page 12

Employees

Why is it important to engage?

The success of the Group depends on collaboration

and expertise across teams.

Effective two-way communication with our employees

is essential to build and maintain engagement.

Our employee engagement informs us where we are

doing well and where further actions should be

considered and applied.

What were the key topics of engagement?

– Inclusion and culture aims and ambitions

– Growth and development of our employees

– Wellbeing of employees

– Enhancing employee experience aligned to ICG’s

purpose and values

How have the Board and management engaged?

We have a number of formal and informal channels

to achieve this, including our annual employee

engagement ‘Pulse’ survey held during the year;

regular whole company business briefings; our

quarterly People Forum and regular

team meetings.

Throughout the year, Andrew Sykes, appointed as

theNED responsible for employee engagement,

conducted six focus group sessions with employees,

spanning various business areas and geographies.

Outcomes as a result of that engagement

– Enhanced objectives for all people managers

supported with the launch of the ‘Managing for

Results’ programme for People Managers

– Investment in platforms further strengthening

connectivity across processes and systems

– Piloted global mentoring programme accessible

forall employees supporting career growth

For further details, please refer to

OurPeople pages from page 30.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Stakeholder engagement continued

For more details on the Amundi

partnership, please see page 16

Consideration of

StrategicPartnership

During the year, the Board devoted considerable

time to the consideration of a commercial

partnership with Amundi whereby the parties would

enter into an exclusive distribution relationship in

the Wealth channel and Amundi would acquire

astrategic shareholding in ICG, in a manner that

isnon-dilutive to the Company’s existing

shareholders. The Board had regard to a wide range

of stakeholder considerations, including the impacts

on shareholders, institutional clients, commercial

partners and employees. As a result, anumber of

contractual protections were agreedaspart of the

partnership to maintain orenhance stakeholder

interests as part of this exciting partnership.

Read more on page 6 and 101

Suppliers

Why is it important to engage?

We work hard to ensure that our suppliers are

engaged with, and have a sound understanding, of our

business needs – exercising appropriate oversight of

our supplier relationships to support our suppliers in

maximising their delivery and performance.

What were the key topics of engagement?

– Continued Improvement of onboarding activities

toensure that suppliers are effectively managed

inorder to enhance the overall client experience

– Rationalisation of the number of key third-party

suppliers across the business to help build

consistency and deliver value

– Reviewing pricing and terms of our agreements to

drive success and performance

– Requesting information on Supplier Sustainability

Practices and continuing to pursue high cyber

security standards

How have the Board and management engaged?

We ensure that senior management hold regular

relationship meetings with our key suppliers to ensure

that any issues in our interactions with them are fully

considered and addressed, and to review supplier

performance. The Board is kept updated on our

supplier optimisation projects and priorities, providing

valuable input on the approaches taken and the

desired outcomes.

Outcomes as a result of that engagement

– Continued focus on the consolidation of our third-

party administrators and other key suppliers

– More comprehensive understanding of supplier

sustainability practices

– Establishing a new Procurement function to help

drive value for the business

Community and

Environment

Why is it important to engage?

We are a people business, with offices in 22 locations.

We are very aware that our actions may have

meaningful and direct impacts on local communities

and the natural environment and, by seeking active

engagement, we help our local communities share

inour successes while delivering growth in

asustainable way.

What were the key topics of engagement?

– Identifying the most appropriate ways for the Group

to positively engage with the wider community

– Continued commitment of employee time to

charitable initiatives

– Charitable donations to carefully selected

organisations reflective of ICG’s values

– Engaging our global offices and respective facilities

teams to understand our global GHG emissions

How have the Board and management engaged?

The Board has continued to increase our charitable

donations and emphasised to management the

importance of continuing to fulfil our role as

aresponsible member of society. Board members have

also actively participated in volunteering opportunities

with key charitable partners and employee

competitions to nominate charities for ICG donations.

The Board has a keen interest in sustainability matters

and regularly receives updates from senior

management, including Board presentations from our

Global Head of Sustainability.

Outcomes as a result of that engagement

– Committed £3.13m this financial year to support

avariety of charitable causes

– Entered into additional major charity partnerships in

the US and Europe to seek to enhance social mobility

in education and the early years of employment

– Continued our charitable partnership in support of

charities tackling the cost-of-living crisis via the

fourth year of our ‘Million Meals Initiative’,

increasing the total number of meals donated to

overfive million

– Gave employees an opportunity to pitch to a panel

ofsenior management for corporate donations to be

made to charities close to the employees’ hearts –

asa result, over £140,000 was awarded to a range

ofcharities not previously supported by the firm

– Over 250 employees participated in corporate social

responsibility volunteering sessions over the course

of the year

– Commitment and progress towards our

decarbonisation targets (see page 61 in our Climate-

related financial disclosures as well as our

operational GHG emissions statement, page 63)

Regulators and

governments

Why is it important to engage?

Our continued compliance with standards and

expectations set by regulators is of paramount

importance to the Group’s standing as an asset

manager and to meeting the expectations of our

stakeholders. Therefore the Group has a vested

interest in ensuring regulation remains proportionate

and appropriate. We build practices and processes

which complement regulatory standards and mandate

all staff to comply with these standards.

What were the key topics of engagement?

– The Group contributes to industry bodies and

consultations, providing input to regulators and

governments. We also engage directly with

regulators and policy-makers on specific topics

where requested or appropriate.

– The Group engages on matters relating to EU and

UKasset management regulation, private markets

regulation, debt markets regulation and ESG

regulation, as well as relevant policy matters at the

corporate level

– ICG is currently participating in the Bank of

England’s System Wide Exploratory Scenario (SWES)

focused on private markets

How have the Board and management engaged?

We continue to actively engage with regulators and

policy makers both directly and through industry

bodies in order to inform and shape the development

of our industry. We complete required filings, surveys

and other submissions and acting responsively and

thoughtfully to any inbound queries. The Board

receives updates from the Global Head of Corporate

Affairs and Co-Chief Control Officers on the Group’s

engagement with regulators and government bodies.

ICG is a member of and sits on a number of committees

of industry bodies producing thought leadership and

policy maker engagement, including: ACC, UK Private

Capital, Invest Europe and LPEA.

Outcomes as a result of that engagement

– Through continued engagement, ICG continues with

peers to inform policymakers and influencers to

steer policy in an appropriate, responsible and

commercial manner

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Stakeholder engagement continued

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Stakeholder engagement continued

Section 172 statement

Section 172(1) limbs

A the likely consequences of any decision in the

longterm

B the interests of the Company’s employees

C the need to foster the Company’s business

relationships with suppliers, customers and

others

D the impact of the Company’s operations on the

community and the environment

E the desirability of the Company maintaining

areputation for high standards of business

conduct

F the need to act fairly as between members of

theCompany

Further information on how Section 172(1) has been applied by the Directors can be found throughout the

Annual Report

Section 172

duties

Consequences

of decisions in

the long term

Chair’s statement

Strategic priorities

Our approach to sustainability

Climate-related Financial

Disclosures

Stakeholder Engagement

Principal Risks and uncertainties

Viability statement

Board activities

Corporate Governance report —

Nominations and Governance

Committee

Directors’ Remuneration Report

Directors’ Report

109

Interests of

employees

Chair’s statement

CEO’s review

Our people

Stakeholder engagement —

Employees

Principal Risks and uncertainties

Engagement with our stakeholders

Board activities

How the Board monitors culture

Fostering

business

relationships

with suppliers,

customers

and others

Chair’s statement

CEO’s review

Business model

Strategic priorities

Our approach to sustainability

Non-financial and sustainability

information statement — Ethics

and governance

Stakeholder Engagement:

Principal Risks and uncertainties

Governance

Board activities

Section 172

duties

Impact of

operations

on the

community

and the

environment

Chair’s statement

CEO’s review

Our approach to sustainability

Climate-related Financial

Disclosures

Non-financial and sustainability

information statement — Ethics

and governance

Stakeholder engagement

— Community

Principal Risks and uncertainties

Board activities

Maintaining

high standards

of business

conduct

Chair’s statement

CEO’s review

Our people

Our approach to sustainability

Climate-related Financial

Disclosures

Non-financial and sustainability

information statement — Ethics

and governance

Stakeholder Engagement

Board activities

How the Board monitors culture

Board performance review

Audit and Risk Committees

75, 79

Acting fairly

between

members

and others

Stakeholder engagement —

Shareholders and lenders

Board activities

Directors’ Remuneration Report

Directors’ Report

109

As required by the Companies Act 2006, the

Directors have had regard to wider stakeholders’

needs when performing their duties under

section 172.

In particular, the Directors recognise the

importance of acting in a way that promotes the

long-term success of the Company to the benefit

of its members as a whole.

We set out on the pages how theDirectors

considered the interests of stakeholders.

Theclearest example of this is incapital

allocation and the use of our balance sheet

tosupport the long-term growth of our Fee

Related Earnings.

During the year, in their decision-making,

management and the Board weighed up

anumber of considerations including:

– The benefits of diversifying our business model

to seek greater investment from additional

channels, including private wealth, culminating

inour partnership with Amundi

– Alignment of the Group’s interests with its

clients, co-investing in our strategies alongside

our clients, while seeking to reduce the

Group’scommitments in the longer term

whereappropriate

– The longer-term prospects of new funds, what

quantity of third-party AUM such funds and

future vintages are likely to attract, and the

management fee generation of such new funds

– Maintaining robust capitalisation, with

strongliquidity and continuing to reduce our

netdebt

– The prevailing market conditions and

macroeconomic forecasts

– The importance of ensuring that our business

isconducted in accordance with applicable

standards and practices

Sustainability at ICG:

protecting and enhancing value

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Sustainability at a glance

For more information on

ICG’sapproach to Sustainability

andResponsible Investing, read

ourFY26 Sustainability and

PeopleReport:

www.icgam.com/spr

ICG has been a signatory to the UN PRI since 2013

and has been highly rated by third-party ratings

and assessments.

ICG integrates sustainability considerations within our

investment approach and our own operations. By supporting

responsible andsustainable business practices, we can manage

sustainability-related risks and capitalise on opportunities for

our clients and stakeholders.

ICG’s Sustainability

Ratings and Assessments

UN PRI 2023 Assessment

Policy, Governance and Strategy

Indirect – Private Equity

Direct – Private Equity

Fixed Income – Corporate

Fixed Income – Private Debt

Confidence Building Measures

S&P Global Corporate

Sustainability Assessment

Scored 63/100

Retained membership of the

DJSI Europe

(2024: 63/100; 2023: 60/100)

MSCI ESG Ratings

(on a scale of AAA-CCC)

Maintained Industry Leader rating of

AAA

(2024: AAA; 2023: AAA)

Sustainalytics ESG Risk Ratings

Maintained Low Risk rating – score of

15.8

Top sixth percentile among Asset Management

andCustody Services companies assessed

bySustainalytics

(2024: Low Risk – 13.0; 2022: Low risk – 15.8/100;

2021: Low risk – 18.6/100; 2020: Medium risk –

21.6/100)

CDP Climate Change

ICG retained CDP Climate Change

Leadership score of

A–

(2024: A-; 2023: A-; 2022: A-)

FTSE4Good Index

8th consecutive year

ICG retained membership

1. In line with PRI requirements, ICG completed a full PRI

assessment in 2023. The PRI re-designed their framework over

the course of 2024 and 2025 during which time ICG reported

against mandatory modules. ICG’s next complete assessment

will take place in2026.

Climate-related risks and

opportunities: implications

forinvestment performance

andlong-term value

This report provides an overview of how ICG manages

exposure to climate-related risks and builds processes

and capacity to capitalise on climate-related opportunities.

ICG plc Annual Report and Accounts 2026

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Auditor’s report and financial statements

Other information

Climate-related Financial Disclosures

In determining the relevance and materiality

of information presented, we consider:

A Our investments

Climate change may have a material impact

(both positive and negative) on investment

performance and returns over the short, medium

and long term. Even though the third-party

fundswe manage are generally not consolidated

into the Group from a financial perspective,

weconsider the climate-related risks and

opportunities surrounding these funds and

our fund management activities to be a key

part of our business.

B Our Group operations

As an alternative asset manager, our own

operations are considerably less material than

our investment activity. However, we believe

it is important to manage the climate impacts,

risks and opportunities in our operations.

This report is consistent with the

recommendations of the Task Force on

Climate-related Financial Disclosures

(TCFD). This report also takes into

consideration theTCFD’s Supplemental

Guidance for AssetManagers.

The following entities within the Group, which

are regulated by the Financial Conduct Authority

(FCA), are in scope of chapters 2.1 and 2.2 of the

FCA’s Environmental, Social and Governance

(ESG) Sourcebook, which requires firms to

publish a ‘TCFD entity report’ containing climate-

related disclosures consistent with the TCFD

recommendations: ICG Alternative Investment

Limited and ICG Managers Limited. These firms

rely on this report to fulfil their entity-level

disclosure requirements.

See our previous TCFD reports, within

AnnualReports, on our website:

www.icgam.com/ara

The report follows the four thematic areas of the TCFD recommendations: governance, strategy, risk

management andmetrics and targets.

Governance

Read about ICG’s governance of climate-related risks and opportunities on

pages 47-48 including:

– Our Group’s governance structure for oversight of climate-related risks and opportunities

– The role of the Board and management inoverseeing, managing and assessing climate-related

risks and opportunities

– How our remuneration approach considers climate-related matters

– Climate-related training and capacity building

Strategy

Read about actual and potential impacts ofclimate-related risks and opportunities

on ICG on page 49-57 including:

– The risks and opportunities we have identified over the short, medium and longterm

– The resilience of our strategy and business model to climate-related risks,

– Theclimate risk exposure of our investmentportfolio

– Our approach to decarbonising our investment portfolio

– How we consider climate-related risks and opportunities in the development of new

investmentstrategies

Risk Management

Read about the processes used by ICG toidentify, assess and manage climate-related risks

onpage 58-60 including:

– How climate risks and opportunities are embedded in our Group Risk Management

Framework(RMF)

– How climate risks and opportunities are incorporated into fund management and the

investmentprocess

Metrics and targets

Read about the metrics and targets used byICG to assess and manage relevant climate-related

risks and opportunities onpage 61-62 including:

– Our climate-related targets and commitments

– Other metrics we use to measure climate-related risks and opportunities

Group GHG emissions statement

Read our Group GHG emissions statement on page 63-64 including:

– Our Scope 1 and 2 operational emissions

– Selected Scope 3 categories including business travel, and purchased goods andservices

The Group’s governance structure and risk

management framework (RMF) incorporates the

oversight and management of climate-related risks

and opportunities .

The Board sets the Group’s strategic direction and

objectives, including reviewing annual business

plans, annual budgets, performance objectives and

determining the risk appetite of the Group. When

doing so, it considers material factors including, as

relevant, those related to climate change. The Board

receives reports on client considerations, client

experience, investment performance and

sustainability matters, including updates on climate-

related matters.

The Board has delegated oversight of climate-

relatedmatters, including progress towards

ICG’sdecarbonisation commitments and the

implementation of ICG’s Responsible Investing and

Climate Change Policies, to the Chief Executive

Officer (CEO), with support from the Chief Financial

Officer (CFO) and the Chief People and External

Affairs Officer (CPEAO). The CEO, who also serves

as Chief Investment Officer (CIO), has ultimate

accountability for and oversight of investment

processes within ICG’s funds and is therefore

responsible for climate-related issues across the

investment process and in our portfolios.

The CFO is responsible for ensuring climate-related

risks which might impact the Group’s own operations

are understood and mitigated. The Operations and IT

team assess and manage climate-related risks

associated with Group offices, IT infrastructure or

third-party vendors.

The diagram on page 48 provides an overview of the

Group’s governance structure for the oversight,

assessment and management of climate-related risks

and opportunities by the board and management

including Executive Directors.

Remuneration

Our remuneration approach encourages and reflects

sustained, long-term performance, which aligns our

executives with the interests of our stakeholders.

Asoutlined on page 93, Culture, Inclusion and

Sustainability is a KPI included in the balanced

scorecard of the Executive Director's single variable

pay award.

The Group also integrates sustainability (including,

where relevant climate change matters) into the

annual performance appraisals for all portfolio

managers viaan annual attestation. This practice

ensures alignment, accountability, and compliance

with regulatory requirements. It also requires

portfolio managers to lead by example, ensuring

their teams consider sustainability and climate-

related factors intheir investment approaches.

Training and capacity building

Training is essential for embedding climate-related

risk considerations across all areas of ICG. The

Sustainability team provides updates on emerging

topics, regulatory changes, and industry best

practices, making use of appropriate governance

structures and internal working groups. In FY26

topics included:

– The current state of the climate, recent scientific

developments and temperature changes, and the

implications of climate hazards, carbon pricing, and

climate-related regulation for the Responsible

Investing committee.

– Annual refresher training for all investment team

members on integrating sustainability across the

investment lifecycle, including implementation

ofResponsible Investment and Climate

Changepolicies.

– Market updates to various segments of ICG, such

as ICG’s Operations Team, Client Solutions Group,

and all-staff Global Town Hall,

ICG plc Annual Report and Accounts 2026

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Other information

Climate-related Financial Disclosures continued

ICG’s governance of climate-related

risksand opportunities

TCFD recommended disclosures:

A Describe the Board’s oversight of climate-

related risks and opportunities.

B Describe management’s role in assessing

andmanaging climate-related risks

andopportunities.

Key developments

As part of the rollout of ICG’s enhanced

approachto assessing climate-related risks and

opportunities across the portfolio in FY26, the

Sustainability team delivered tailored trainings to

investment teams.

These trainings outlined the enhanced approach,

in what contexts it should be applied, and how

touse the new assessment tools at individual

investment level (see page 60). It also provided

guidance on interpreting outputs and their

application inpractice.

Governance

ICG plc Annual Report and Accounts 2026

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Climate-related Financial Disclosures continued

Group’s governance structure for the oversight, management and assessment of climate-related risks and opportunities

ICG plc Board of Directors

Executive Directors

Remuneration Committee

Risk Committee

Audit Committee

Investment teams

Responsible

Investing (RI) Committee

Sustainability team

Investment Committees

Oversight and Control functions

Climate assessment and stewardship of investment portfolios

Oversight of Group strategy and risk, receiving regular updates on sustainability and climate-related matters at least twice annually

– Responsible for implementing the Group’s approved strategy, including driving our decarbonisation goals and various

climate-related programmes

– CEO has lead responsibility for sustainability and climate-related matters and reviews and guides any decisions made

regarding investment strategies, including the content and implementation of ICG’s Responsible Investing Policy and the

Climate Change Policy

– Receive regular updates on sustainability and climate-related matters

– Oversees the Directors’

Remuneration Policy and its

application to senior employees,

including the inclusions of

sustainability related KPIs, and

reviews and approves incentive

arrangements to ensure they

arecommensurate with

marketpractice

– Oversees the Group’s Risk

Management Framework (RMF),

compliance processes and

procedures, and controls

assurance to ensure that all risks,

including sustainability and

climate-related risks, are identified,

managed and monitored and that

the Group is compliant with all

applicable regulation

– Oversees the Group’s financial

reporting and related elements

ofits internal financial controls,

including TCFD disclosure

obligations of the Group and

otherclimate-related disclosure

requirements, such as the UK

Streamlined Energy and Carbon

Reporting (SECR) requirements

– Responsible for ensuring that climate-related issues are appropriately considered when taking an investment

decision and that the Sustainability team’s guidance is accounted for where climate-related issues are material

orunclear

– Responsible for day-to-

day implementation of

the Responsible

Investing Policy, Climate

Change Policy, and

integration of climate-

related matters in

investment processes,

guided by their

respective members of

the RI Committee and

the Sustainability team

– Promotes, supports, and

helps to integrate

responsible investing

practices across ICG’s

investment strategies

inline with ICG’s

Responsible Investing

(RI) and Climate Change

(CC) policies

– Provides subject-matter expertise to support the

assessment and management of climate-related risks

and opportunities across ICG’s fund management

activities, including assessment and engagement of

investments; setting strategic objectives and targets;

building capacity across the organisation; and

fostering collaboration within the industry

– Works closely with Risk, Oversight and Control

functions within the Group, to ensure adequate

governance frameworks and controls are in place

toassess and manage climate-related risks

1. Each fund has its own Investment Committee (IC). The ICs are comprised of senior investment professionals, including the

respective fund Portfolio Manager(s).

2. The Responsible Investing Committee is made up of the Head of Investment Office, Global Head of Sustainability, and senior

investment professionals from ICG’s investment strategies.

3. Chief Control Office, Legal and Internal Audit functions.

Governance continued

Climate-related risks and opportunities

When identifying climate-related risks and

opportunities that may affect our business, we

consider a range of factors. These include whether

impacts relate to ICG’s own operations or its

investments; the type, size and strategy of

investments and relevant asset class, including the

nature of fees earned by ICG; geographic exposure;

sector focus; and the external market environment.

For more information on identification, assessment

and management of climate-related risks see the

Risk Management section of our Climate-Related

Financial Disclosures on page 58.

At the Group level, we consider climate-related risks

and opportunities across three time horizons: short

term (0 to 5 years), medium term (5 to 10 years) and

long term (10+ years). These are broadly related to

the length of an individual investment (short term),

the length of afund’s life (medium term) and any time

horizon greater than 10 years (long term).

The table on page 50 outlines potential climate-

related risks and opportunities we have identified for

the Group and their potential impact on our business,

strategic objectives, and financial planning, as well

astheir link to the Group’s Principal Risks. Each of

these climate-related risks and opportunities may

contribute, in varying degrees, to the manifestation

of the principal risks they relate to. The Group has

implemented a range of mitigating controls for

theserisks.

A large portion of the risks and opportunities

identified (as outlined on page 50) are risks that

would arise indirectly via the manifestation of

climate related risks and opportunities in our

investment portfolio. The risks facing our investment

portfolio at an aggregate level are outlined on

pages51-55.

Resilience of our business and strategy toclimate-

related risks and opportunities

ICG’s business strategy ( ‘scaling up, scaling out,

andinvesting in our platform’ – see page 14)

includesthe appropriate inclusion of climate-related

matters in the development and enhancement of

ourinvestment strategies and funds, alongside

continued investment in our platform to meet clients’

sustainability and climate-related expectations.

Over the medium to long term, our strategy is well

aligned with meeting clients’ expectations related

toclimate-related risks and opportunities in our

investment portfolio. This approach also enables us

to respond to client expectations that may evolve

under different climate scenarios. For more detail

onhow we areincorporating climate-related matters

into the development of our investment strategies

see page 57.

ICG’s business model is based primarily on

management fee income, paid by our clients for

managing illiquid investment funds, and as such is

long term and visible in nature. Management fees are

predominantly charged on the basis of invested or

committed capital that is contractually locked in

(seefinance review on pages 20 to 21 and page 130

of our financial statements for more detail).

As a result, the short-term increases or decreases in

thevaluation of individual investments or funds

(including those resulting from climate-related

matters) would not immediately impact the Group’s

management fee revenue.

Climate-related matters could impact management

fees in the medium and long term, as the impact of

climate-related matters on the valuations of

individual investments may impact the performance

of funds, and thus our track record and ability to

raise further capital. However, the aggregate low risk

profile of ICG’s investment portfolio, across climate

scenarios and time horizons (see pages 51-55) means

the risk of material impact is low.

The impact of climate-change risks and opportunities

on ICG’s balance sheet investments, and on

performance fees linked to fund performance, would

be short to medium-term in nature were they to

materialise. As with the impact on management fees,

balance sheet and performance fee related risks

manifest via the portfolio wide impact of climate

change, and are thus, in aggregate – are low in nature.

ICG plc Annual Report and Accounts 2026

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Other information

Climate-related Financial Disclosures continued

The actual and potential impacts of

climate-related risks and opportunities

onICG’s businesses, strategy and

financialplanning.

TCFD recommended disclosures:

A Describe the climate-related risks and

opportunities the organisation has identified

over the short, medium and long term.

B Describe the impact of climate-related risks

and opportunities on the organisation’s

businesses, strategy, and financial planning.

C Describe the resilience of the organisation’s

strategy, taking into consideration different

climate-related scenarios, including a 2°C or

lower scenario.

Strategy

Risk/opportunity

category

Risk/opportunity description Potential impact on ICG Group Time

horizon

Link to

Principal Risk

Mitigating and supporting activities Ref

Transition Risk:

Market and

technology

1. Clients consider that ICG’s

approach to sustainability is not

sufficient, including that we are

notmanaging climate risks

oropportunities appropriately

Fundraising: Loss of AUM, market share and

relatedrevenues

Short to

Medium

term

External

Environment Risk

Fundraising risk

– Ongoing interactions with clients and the wider market to evolve our approach to climate as appropriate

– The Group’s New Product Approval process requires sustainability considerations, including climate-

related risks and opportunities, to be integrated into the design of new strategies or funds

51, 57

2. Climate change affects demand for

the products and/or services of

assets inour investment portfolio

Fund Performance: Reduced investment asset values,

may lead to lower fund returns, reduced performance

fees, and negative impact on Group balance sheet.

Impact on track record may eventually impact

fundraising, AUM, market share and related revenues.

Medium to

Long term

Fund Performance

Risk

– Implementation of our Responsible Investing and Climate Change Policy

– Climate transition and physical risk considerations embedded throughout investment process (see page

58)

– Investment portfolio engagement on decarbonisation where relevant (see pages 56)

– General portfolio risk management and diversification

51-58

–

Transition Risk:

Policy, regulatory

and legal

3. Regulatory breaches and legal

action related to climate change

forICG

Operational: Fines, litigation costs and

reputationaldamage to ICG

Short to

Medium

term

Legal, Regulatory

andTax Risk

External Reporting

Risk

– Global regulatory horizon scanning, including current and emerging sustainability and climate-related

regulations by ICG and our external legal counsel

– Participation in industry working groups focused on effective implementation of sustainability-related

regulations

48-49,

58-60

4. Regulatory compliance costs,

regulatory breaches and legal

actions related to companies and

assets in our investment portfolios

Fund Performance: Reduced investment asset

values, may lead to lower fund returns, reduced

performance fees, and negative impact on Group

balance sheet. Impact on track record may

eventually impact fundraising, AUM, market share

and related revenues.

Medium to

Long term

Fund Performance

Risk

– Implementation of our Responsible Investing and Climate Change Policy

– Climate risk embedded throughout investment process (see page 58)

– Engagement with companies on climate-related regulation

– Our investment portfolio decarbonisation approach (see page 56) and commitments (see page 61)

– Global regulatory horizon scanning, including current and emerging sustainability and climate-related

regulations

– Participation in industry working groups focused on effective implementation of sustainability-related regulations

56-61

Physical risk:

Acute&Chronic

5. Acute risk to investments: extreme

weather affects companies in our

investment portfolios and their

valuechains

Fund Performance: Reduced investment asset

values, may lead to lower fund returns, reduced

performance fees, and negative impact on Group

balance sheet. Impact on track record may

eventually impact fundraising, AUM, market share

and related revenues.

Medium to

Long term

Fund Performance

Risk

– Implementation of our Responsible Investing and Climate Change Policy

– Climate risk embedded throughout investment process (see page 58)

57-58

6. Chronic risk to investments: long-

term effects of climate change, like

temperature and sea-level rise,

affect companies in our investment

Medium to

Long term

Fund Performance

Risk

– Implementation of our Responsible Investing and Climate Change Policy

– Climate risk embedded throughout investment process (see page 58)

57-58

7. Acute & chronic risk to Group:

potential disruption caused to

ICGoperations and/or key third-

party providers

Operational: Impact on ICG’s ability to operate Long term External

Environment Risk

– IT infrastructure systems and data resides in the cloud and the Group leverages cloud services from

multiple providers, further reducing concentration risk

– The Group operates from leased offices and our employees have the ability to work remotely

57, 58

Transition &

Physical

Opportunity:

Products and

Services

8. Opportunity to evolve existing or

develop new investment strategies

related to climate to meet

clientdemands

Fundraising: Increased AUM, market share and

related revenue

Short to

Medium

term

N/A – opportunity – Ongoing interactions with clients and the wider market to evolve our approach as appropriate.

– The Group’s New Product Approval process requires sustainability considerations, including climate-

related risks and opportunities, to be integrated into the design of new strategies or funds where we

have influence to drive better sustainability outcomes

– The development and launch of investment strategies with a climate focus (see page 55 for more details)

Transition

Opportunity:

Market and

Reputation

9. Integrating climate considerations

in fund and investment decision-

making manages risks and

drivesopportunities

Fund Performance: Enhanced fund performance,

track record, and reputation, leading to further

fundraising, AUM, market share and

relatedrevenue

Short to

Medium

term

N/A – opportunity – Implementation of our Responsible Investing and Climate Change Policy

– Climate risks and opportunities embedded throughout investment process (see page 58)

– Our investment portfolio decarbonisation approach (see page 56) and commitments (see page 61 )

57-58

ICG plc Annual Report and Accounts 2026

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Other information

Climate-related Financial Disclosures continued

Strategy continued

Overview of the climate related risks and opportunities for ICG's group operations

Resilience of our investment portfolio to

climate-related risks and opportunities

An indication of the resilience of our investment

portfolio to climate-related risks comes from the

Group-wide assessments we perform each year

(seeKey developments box and following pages

formore details).

Overall results indicate that ICG’s portfolio is

relatively low-risk from a climate risk perspective,

with the portfolio weighted-average climate risk

being low to medium for physical risk, transition risk

and transition opportunity across all time periods

and climate scenarios. These results confirm

assessments performed in previous years under

differing methodologies.

This profile reflects the implementation of our

Climate Change Policy, as well as our Responsible

Investing Policy, which incorporates ICG’s Exclusion

List. The Exclusion List, which has been inforce in its

current form since February 2021, prohibits direct

investments in certain coal, oil and gas activities —

byreference to revenue thresholds and company

position in the value chain. Therefore it generally

limits portfolio exposure to investments with higher

climate-related risk (see our Responsible Investing

and Climate Change policies for more details).

For all investment opportunities permitted

undertheExclusion List, a climate risk and

opportunity assessment is undertaken as part

ofourpre-investment sustainability assessment.

Theresults may inform investment decision-making

(seepage 60). Since the climate risk exposure

assessment was introduced five years ago, we have

declined approximately 210 investment opportunities

where climate-related risk was a contributing

factor,around 42 of which were in FY26

Over time, this declined-deal metric has begun to

underrepresent the impact of ICG’s Responsible

Investing and Climate Change Policies, as investment

teams screen out higher-risk opportunities at an

earlier stage, before they are formally considered

and recorded as declined deals.

Our Responsible Investing Policy and Climate

Change Policy apply to 100% of AUM, including our

balance sheet investment portfolio. As such, these

policies help to ensure that Group capital is

protected against these risks in the same way that

we seek to protect our clients’ capital.

Portfolio company climate risks and

opportunity assessment

The results presented on pages 52-55 reflect

ourportfolio-level assessment of climate-related

physical and transition risks and opportunities,

ashighlighted in the Key developments box.

The top-down assessment presented is

designedto provide an indicative and strategic

understanding of how different types of climate

risk manifest across ICG’s whole investment

portfolio. While underpinned by granular climate

modelling and recognised frameworks, the

results do not fully capture company-specific

characteristics such as risks specific to sites of

operations. It also does not capture company

mitigation and adaptation measures, and thus

generally overstates the level of risk.

Notwithstanding these limitations, the approach

provides a consistent and framework-aligned

basis for portfolio-wide comparison, and

enhances our understanding of how different

climate-related risks and opportunities are

distributed across ICG’s investment portfolio

ICG plc Annual Report and Accounts 2026

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Other information

Climate-related Financial Disclosures continued

1. As at 31 March 2026 as tracked by investment teams

sinceFebruary 2021 when ICG's Enhanced Exclusion List

wasintroduced.

2. AXA Altitude by AXA Climate.

3. These are funds in the following asset classes: Structured Capital,

Private Equity Secondaries (excluding LP Secondaries, CPE and

ICG Enterprise Trust) and Private Debt. It also includes the

European Infrastructure and Asia-Pacific Infrastructure

Strategies. A separate assessment was undertaken for Real

Estateand Credit strategies which represent a further 24% of

theportfolio at 31 December 2025 (see page 55).

Strategy continued

Read more about our approach to

decarbonising our portfolio on page 56,

andmore about our approach to assessing

and managing climate risks as part of the

investment process on pages 59 to 60.

Find out more about our Responsible

Investing Policy and Climate Change

Policyincluding our Exclusion List:

www.icgam.com/ri

Key developments

In FY26, we began implementing a new approach

to climate risk assessment that uses a third-party

climate risk analysis tool,

supporting both

pre-investment assessment and post-investment

monitoring. Utilising this new capability, we

haveundertaken a top-down assessment of

climate-related risks and opportunities across

ICG strategies and funds representing 68% of

AUM

as at 31 December 2025

. The assessment

draws on sector and country-level data alongside

company-specific financial inputs. It provides

preliminary insights into portfolio-wide exposure

to different transition and physical risks.

This new approach introduces significant

methodological enhancements, including the ability

to assess climate-related risks and opportunities

across a wider range of time horizons and under

different climate scenarios. It also draws on

abroad range of research, models and

scientificinsights.

Transition risk and opportunities assessment

Climate transition risks and opportunities are

identified and assessed across TCFD transition

categories using the sector and country of each

portfolio company. Risks are evaluated using third-

party databases mapped to Network for Greening

the Financial System (NGFS) material climate-

related indicators for each sector, alongside the

carbon intensity of each sector by country. This

provides a broad indication of transition risk types

and levels across the sectors ICG is exposed to,

though it does not reflect company-specific business

models, operations, or mitigation measures.

The assessment also draws on NGFS-aligned

transition scenarios, reflecting varying assumptions

on the pace, timing and ambition of global climate

policy and economic transition — spanning orderly

through to delayed or disorderly scenarios. We

present results at 2030 and 2040 time horizons:

2030 aligns with key near-term policy milestones

and our short-term horizon, while 2040 captures

medium-term divergence between scenarios. We

have not extended analysis beyond this date given

policy unpredictability and the likelihood that few

currently held assets will remain in the portfolio.

Outcomes of climate transition assessment

The portfolio-wide results indicate a low overall

transition risk profile, with some variation across

asset classes. Our weighted-average methodology is

inherently conservative, classifying any company

with a risk score above 40% as “high” and above 70%

as “very high”

With regard to transition opportunities, ICG’s

assessed portfolio appears to have greater transition

opportunity than transition risk. This is due to the

fact that the majority of our assessed portfolio is in

sectors that are not hard to abate, do not rely

extensively on fossil fuels, have energy-intensive

operations, or highly emittive supply chains, which

limits their transition risk. Those same sectors do

have potential exposure to transition opportunities,

as outlined on page 53, which include: developing

renewable energy (e.g. expansion of low-emissions

goods and services), capitalising on shifting customer

preferences for new products and services and their

ability to promote more efficient operations. Indeed,

the scoring methodology inherent in the climate risk

analysis tool scores the majority of sectors across

ICG’s assessed portfolio as having higher

opportunity than risk.

In the case of Infrastructure that portfolio carries

amarginally elevated transition risk exposure

(Lowto Moderate) due to increasing global raw

material costs in supply chains — particularly in the

renewable energy sector — though it also holds high

transition opportunities.

At an individual transition risk level, as outlined on

page 53, the most common risk affecting portfolio

companies, by unrealised value, is higher GHG

emissions pricing, followed by increased raw

material costs. Other identified transition risks are

low or negligible. This reflects the tool’s focus on

material sector risks, which highlight only a small

number of key risks per company. Risks showing

alow portfolio-level exposure in our assessment are

not necessarily non-existent — rather, they do not

have a heightened impact on revenues, OpEx or

CapEx for more than 5% of assessed portfolio

companies by unrealised value. Compliance with

reporting regulations is one suchexample.

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The NGFS scenarios used for the climate transition

scenario analysis include:

1. Data and percentages by unrealised value of analysed

portfolio at 31 December 2025.

2. Asset class / strategy risk scores calculated by weighted

average unrealised value of each portfolio company risk

score. For ease of interpretation we convert scores to

a0–100 scale and apply the following categories:

Verylow (0–15), Low (15–25), Moderate (25–40),

High(40–70) and Very high (70–100).

3. A methodological limitation of the tool is that it disregards

transition risks immaterial to the company when

calculating the overall transition risk score. To correct this,

we conservatively assume that immaterial transition risks

are midpoint between low and medium risk.

4. See footnote 3 on page 51 for included strategies.

5. Weighted-average result of all portfolio companies

assessed.

6. Note: The results presented are designed to

provideanindicative and strategic insight of risks/

opportunities at ICG Group level based on sectors

andcountry of operations of portfolio companies

undertaken top-down. They do not represent a precise

risk assessment of each company in the portfolio and

should not be treated assuch. See page 51.

Weighted-average transition risk

2, 3

2030 2040

Asset class /

strategies

Structured Capital

Private Equity Secondaries

Infrastructure strategies

Private Debt

Portfolio-wide

Weighted-average transition opportunity

2, 3

2030 2040

Asset class /

strategies

Structured Capital

Private Equity Secondaries

Infrastructure strategies

Private Debt

Portfolio-wide

NDC (Nationally Determined

Contributions)

This scenario includes all pledged

policieseven if not yetimplemented. it is

referred inthe Analysis as the ‘Business

AsUsual’ scenario.

Delayed transition

This scenario assumes annual emissions do

not decrease until 2030. Strong policies

are needed to limit warming to below 2°C.

Net Zero 2050

Ambitious scenario that limits global

warming to 1.5 °C through stringent

climate policies and innovation, reaching

net zero CO₂emissions around 2050.

Very low

Low

Moderate

High

Very high

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Transition risks – portfolio exposure to specific transition risks

1,2

2030 2040

Category Risk

Policy & legal

Increased pricing of GHG emissions

Mandates on and regulation of existing products and services

Regulation on energy efficiency and certification

Exposure to litigation

Emerging regulation on reporting requirements

Technology

Cost to transition to lower-emissions alternatives

Increased cost of raw materials

Increased energy / electricity prices

Market

Shift in customer preferences

Reputation

Increased stakeholder concerns

Transition opportunities – portfolio exposure to specific transition opportunities

1,2

2030 2040

Category

Opportunity

Policy & legal

Favourable regulatory frameworks and publicincentives

Technology

Promote more efficient buildings and operations

Use of more efficient modes of transport

Use of more efficient production and distribution process production

Use of lower-emission sources of energy

Use of recycling

Resource substitution or diversification

Market

Access to new markets

Increased reliability of supply chain

Expansion of low-emission goods and services

Shift in customer preferences

Reputation

Increased stakeholder concerns

1. All data and percentages are calculated by unrealised value of

the total assessed portfolio as at 31 December 2025.

2. As outlined on page 51-52, the results presented are designed

to provide an indicative and strategic insight of risks at ICG

Group level based on sectors and country of operations of

portfolio companies. The assessment is undertaken top-down

and the results do not represent a precise risk assessment of

each company in the portfolio in aggregate and should not be

treated as such.

Portfolio exposure to specific climate transition

risks and opportunities:

Cross-cutting exposure

A variety of companies representing more than 20%

of ICG’s analysed portfolio (by % of unrealised value)

are exposed to potentially heightened risk/opportunity

Some exposure

Some companies, representing more than 5% of ICG’s

analysed portfolio (by%of unrealised value) are

exposed to potentially heightened risk / opportunity

Low Exposure

Companies representing less than 5% of ICG’s

analysed portfolio (by%unrealised value) are

exposed to potentially heightened risk / opportunity

Note: Results stay relatively stable across scenarios and time horizons due to the relatively stable nature of transition risk on the sectors to which the portfolio is exposed and due to the

manner in which the tool assigns material transition risks (as outlined on page 52). The exception is in 2030 the delayed transition scenario, where there is low exposure to Increased

Pricing of GHG emissions, consistent with the outlook of that scenario.

The NGFS scenarios used for the climate transition

scenario analysis include:

NDC (Nationally Determined Contributions)

This scenario includes all pledged policieseven if

not yetimplemented. it is referred inthe Analysis

as the ‘Business AsUsual’ scenario.

Delayed transition

This scenario assumes annual emissions do not

decrease until 2030. Strong policies are needed

to limit warming to below 2°C.

Net Zero 2050

Ambitious scenario that limits global warming to

1.5 °C through stringent climate policies and

innovation, reaching net zero CO₂emissions

around 2050.

Assessing physical climaterisks

Given the highly localised nature of physical climate

risks, individual hazards are modelled using detailed

geographic grid data determined by the nature of

therisk — for example, wildfire risk at 300m × 300m

resolution and flood risk at a finer 30m × 30m

resolution — drawing on robust and validated

sources including Met Office climate models.

Hazard-level outputs are aggregated to derive

country-level physical risk scores, applied to each

company based on its principal country of exposure

and asset type. The country-level results for each

company are inherently conservative; for example

companies operating in countries where more than

10% of the population and/or landmass is exposed

toheightened risk from a specific hazard are

themselves considered exposed – a limitation of the

methodology for the data available. Accordingly,

wehave chosen to delineate physical hazards with

potentially increased exposure across more than

40% of portfolio companies (by unrealised value)

ashaving cross-cutting exposure. This allows us to

focus on key cross-cutting risks.

We assess physical climate risk using IPCC Sixth

Assessment Report scenarios based on Shared

Socio-economic Pathways (SSPs), which enable us to

evaluate how the frequency and severity of physical

hazards may evolve under differing warming

outcomes. We applied three SSP-based scenarios,

aligning our physical risk assessment with the same

temperature outcome logic underpinning the

transition scenarios at 2030 and 2050, while

reflecting the longer time horizons relevant to

physical climate risk.

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Physical risk by individual hazards

1, 2, 3

2030 2050

Category

Physical hazard

Chronic

Changing air temperature

Changing wind patterns

Changing precipitation patterns

Water stress

Sea level rise

Soil erosion

Acute

Extreme heat

Extreme cold – frost

Wildfire

Tropical cyclone

Storm

Hailstorm

Drought

Extreme precipitation

Flood

Landslide

Earthquake

Subsidence

Avalanche

Weighted-average physical risk

1, 2, 3

2030 2050

Asset class / Strategy

Structured Capital

Private Equity Secondaries

Infrastructure strategies

Private Debt

Portfolio-wide

The scenarios used for the climate physical risk

scenario analysis include:

“Middle of the Road” scenario

(SSP2-4.5)

This realistic scenario is projected

to lead to a end-of-century

warming around 2.7°C.

Optimistic scenario

(SSP1-2.6)

The temperature increase

stabilises at around 1.8°C by

theend of the century.

“High-reference” scenario

(SSP5-8.5)

This pessimistic scenario is

projected to lead to an end-of-

century warming around 4.4°C.

Very low

Low

Moderate

High

Very high

Portfolio exposure to specific climate physical

riskhazards

Cross-cutting exposure

Companies representing more than 40% of the

portfolio (by % of unrealised value) have potentially

increased exposure to this risk

Some exposure

Companies representing more than 5% of portfolio

(by%of unrealised value) have potentially increased

exposure to this risk

Low Exposure

Companies representing less than 5% of portfolio

(by%unrealised value) have potentially increased

exposure to this risk

1. All data and percentages are calculated by unrealised value

ofthe total assessed portfolio as at 31 December 2025.

2. Footnotes 2, 4 and 5 on page 52 also apply to this table.

3. As outlined on page 51-52, the results presented are designed

to provide an indicative and strategic insight of risks at ICG

Group level based on sectors and country of operations of

portfolio companies. The assessment is undertaken top-down

and the results do not represent a precise risk assessment of

each company in the portfolio in aggregate and should not be

treated as such.

Outcomes of Physical Climate Risk Assessment

ICG's overall weighted-average physical risk profile

is low to medium (see table on page 54). As with

transition risk, we apply an inherently conservative

methodology to this portfolio-wide assessment

e.g.,we classify any company with a risk score above

40% as “high” and above 70% as “very high”. Our

delineation of categories is set at thresholds that

ensure we are focused on the most material risks for

our own decision-making purposes.

The marginally elevated risk in the Private Equity

Secondaries asset class reflects its exposure to a

specific countries with higher risks, reflecting the

limitations of this top-down assessment that does

not use precise geo-location of assets.

At the individual risk level, our analysis on page 54

identifies flood risk, changing air temperatures,

extreme heat, and water stress as hazards to which

more than 40% of ICG’s portfolio companies (by

unrealised value) may have heightened exposure.

Please see pages 58-60 for details of how we manage

climate risks for individual investments.

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Real estate

A comprehensive climate risk assessment is also

performed for all real estate assets, though the

nature of the assessment is different due to the

nature of the assets.

Based on feedback from investment teams,

thereal estate transition risk assessment was

revised from a RAG rating to focus explicitly on:

(i) energy performance ratings

, (ii) required

capex for regulatory compliance

and (iii)

additional capex for benchmarks like the CRREM

pathways

or green buildings certifications

Riskmitigation strategies include risk transfer

(tenant or sponsor obligations to improve assets

to required standards) or inclusion of sufficient

capex within business plans for assets.

For physical risks in our real estate investments,

a site-specific hazard exposure assessment is

conducted by an external third-party across

multiple potential hazards, using the IPCC SSP

8.5 scenario. Based on assessments performed

during the financial year, extreme heat was the

most common elevated or severe potential risk

hazard identified, alongside drought, wind,

andflood risk hazards. Where elevated risk is

identified, mitigation and resilience measures are

considered, alongside any additional measures

that may be required to reduce this risk to an

acceptable level.

Year 2025 2024 2023 2022

% of portfolio (by unrealised value) exposed to

potentially heightened climate-related risks

2.6 % 2.0 % 3.0 % 7.8 %

1. Where available and as relevant under local regulations, e.g.UKEnergy Performance Certificates (EPCs), Diagnostic de Performance Énergétique (DPE) in France, Energieausweis or Energiepass

inGermany.

2. For example Minimum Energy Efficiency Requirements (MEES) in the UK.

3. Carbon Risk Real Estate Monitor

4. For example BREEAM in-use certifications or DGNB (Germany).

5. Due to the number of individual companies in the portfolio and our ability – due to the nature of the investment strategy – to collect data for the assessment, we continue to apply our previous

approach to assessing climate-related risks and opportunities inour liquid credit and CLO portfolio.

6. For CLO’s 2025, 2024 and 2023 figures are based on unrealised value, whereas 2022 is based on invested cost. Liquid Credit figures are based on Market Value of investments for all years. All figures

are as at 31 December in the respective year; if not available as at that date we have used the latest available validated figures at the time of conducting the assessment. This assessment excludes third-

party CLOs and covers 96.3% of the portfolio.

Liquid Credit and CLOs

Our assessment of risk within the credit portfolio

reflects the distinct nature of the investment

strategy and the related availability of data.

Each

investment opportunity is assigned an overall

climate risk exposure designation on a 4-grade

scale from Low to Very High, combining transition

and physical risk exposure based on the company's

sector and country of headquarters.

This assessment carries inherent limitations —

including that it does not reflect companies’

specific business model or specific locations

(outside of the HQ); the range of scenarios it can

evaluate and the exclusion of any risk mitigation

measures implemented by the companies.

Consistent with prior years, the assessment

continues to indicate a low inherent climate risk

exposure across the Liquid Credit and CLO

portfolio, reflecting the implementation of our

Climate Change Policy.

On an inherent exposure basis, only 2.6% of the

portfolio by unrealised value is classed as exposed

to potentially heightened climate-related risks

(covering 96.3% of the portfolio), having fallen

steadily from 7.8% in 2022

. While driven by

arange of factors, many companies in this

categoryhave exposure of some form to the

agricultural sector.

Since 2024, new investments representing

37.8%of value have also undergone our

enhancedsustainability assessment, which

importantly includes the evaluation of climate

mitigation activities.

When these mitigation activities are incorporated,

the proportion of assets exposed to potentially

heightened climate-related risks falls to 1.7% —

suggesting that, were mitigation activities applied

across the full portfolio, such exposure could be

even lower.

Decarbonising our investment portfolios

Investment decision-making and engagement are

animportant aspect of our management of climate-

related risks and opportunities. Our approach to

driving decarbonisation outcomes in our investment

portfolio is largely dependent on the level of

influence we have with the investment. This can

varysignificantly across the range of our

investmentstrategies.

1. Direct investments in companies where ICG

has sufficient influence (Relevant Investments)

Key information

29.2%*

of AUM, as at 31 March 2026

* Includes AUM in strategies which may make Relevant

Investments: European Corporate, European Mid-market,

AsiaPacific Corporate, and Infrastructure Equity and certain

other assets.

Key Investment Strategies:

European Corporate, Mid-market and Asia Pacific Corporate

European Infrastructure

ICG has a portfolio coverage science-based target

(SBT) approved and validated by the Science Based

Targets initiative (SBTi) which requires that: 100% of

Relevant Investments (by invested capital) will have

SBTi-validated science-based targets by 2030, with

an interim target of 50% by 31 March 2026 (see page

61 for more details).

To date, most portfolio companies that qualify as

Relevant Investments are in the early stages of their

decarbonisation journeys when ICG makes its initial

investment. Indeed, only one Relevant Investment

had a pre-existing target that was either validated by

the SBTi or in the process of being validated at the

point of our initial investment.

Hence, we have an onboarding and engagement

programme to support portfolio companies where we

have sufficient influence with identifying and executing

critical steps to decarbonise their business model and

address climate-related risks and opportunities.

Example engagement measures include:

– Assigning senior-level responsibility for climate-

related matters;

– Supporting a carbon footprint assessment of the

business and the development of board-level

approved climate action and decarbonisation

planswith appropriate allocation of resources;

– Establishing company-specific decarbonisation

KPIs and targets, in line with the requirements

ofthe SBTi; and

– Monitoring progress annually on the

implementation of emission reductions initiatives

to deliver on set plans and targets.

Key developments

As at 31 March 2026:

– Engaged 100% of Relevant Investments

acrossfive investment strategies

, representing

approximately $10.7bn of invested capital.

– Approximately 80% of Relevant Investments

(by invested capital) have set SBTi-validated

targets or submitted for validation

– exceeding

our interim target of 50% by 2026.

For further details on our progress against

our portfolio coverage SBT, see our FY26

Sustainability and People Report

2. Direct or indirect Investments in companies

where we do not have sufficient influence

Key information

60.8%

of AUM, as at 31 March 2026

Key Investment Strategies:

Senior Debt Partners

North America Private Debt

Strategic Equity

ICG Enterprise Trust

Liquid Credit

CLOs

For other investments where we have limited or

noinfluence, our engagement with companies and/

ortheir private equity sponsors focuses on

understanding current practices and encouraging

improvement, where possible.

As comprehensive sustainability disclosures are

stillnascent among private companies, our focus of

engagement has been on improving transparency

onsustainability matters, including disclosure

ofGHG emissions and decarbonisation plans.

Improved coverage and quality of data is critical to

understanding the carbon footprint of our portfolios

and financed emissions attributable to ICG and its

funds. See page 61 ‘Climate data challenge in private

markets’ for further details.

3. Real estate investments

Key information

10.0%

of AUM, as at 31 March 2026

Key Investment Strategies:

European Real Estate Debt

Strategic Real Estate

Metropolitan

Despite falling emissions, buildings remain one of the

largest sources of energy-related greenhouse gas

emissions in the EU, accounting for around one-third

of the total.

As a result, there is a growing regulatory

focus and increasing ambition for emissions

reduction across the built environment. ICG

employsdifferent tools to drive decarbonisation

across its real estate portfolio, depending on the

investment strategy.

ICG’s active European Real Estate Debt funds have

loan frameworks designed to incentivise sponsors to

decarbonise assets, via issuance of sustainability-

linked financing. As at 31 March 2026, 17 loans have

been issued under the ICG’s Green or Sustainable

Loan Framework.

ICG’s Strategic Real Estate (SRE) funds have

aproportion of capital allocated towards making

sustainability improvements across the portfolio

(‘Sustainable Capital Allocation’), while the

Metropolitan platform strategically deploys capex

for sustainability initiatives. For example, lease re-

gears offer opportunity for targeted sustainability

upgrades, including measures such as solar PV

installation and LED lighting.

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1. Relevant investments are direct investments where ICG has sufficient influence defined by the Science based target initiative

(SBTi) as having at least 25% of fully diluted shares and a board seat.

2. Europe Corporate, Asia Pacific Corporate, Europe Mid-Market, European Infrastructure, and certain other assets including balance

sheet assets.

3. Measurement in line with the SBTi guidance for the private equity sector. A Relevant Investment must be relevant for at least

24months or have set an SBT already. SBTi currently does not validate SBTs for educational institutions, so three Relevant

Investments in this sector are excluded, as well as one investment due to the rights of other parties involved in the governance of

the portfolio company. Invested capital measured at 31 March 2026 FX rates.

4. European Environment Agency (2025), Greenhouse gas emissions from energy use in buildings in Europe. Greenhouse gas

emissions from energy use in buildings in Europe | Indicators | European Environment Agency (EEA).

Strategy continued

Tools and frameworks to measure attainmentof

decarbonisation progress acrossasset classes

To manage climate-related risks and opportunities

atscale requires greater transparency in private

markets, including reliable GHG emissions data and

industry-established tools and frameworks to

measure attainment of decarbonisation progress

across asset classes. Both areas have seen some

improvement in recent years but require expanded

focus and attention.

For this reason, in 2023, ICG joined forces with over

200 GPs and 40 LPs active in private markets to

determine a common language for asset managers

todescribe where their portfolios are on their

decarbonisation journey and the proportion that is

managed in alignment with a 1.5ºC pathway. The

result was the publication of the Private Markets

Decarbonisation Roadmap (PMDR). Through its

Alignment Scale, the PMDR proposes an industry-

consistent approach and criteria to classify portfolio

companies along the decarbonisation trajectory,

with the intent to incentivise real action across and

within assess classes. ICG has incorporated the

PMDR Alignment Scale in its pre-investment

assessment and post-investment monitoring tools,

and utilises it in fund-related disclosures to clients.

Our Sustainability and People Report contains

further information.

On page 61, we discuss in more detail the collection

of GHG emissions data in private markets.

To see the guide and further details on the

PMDR please visit the UN PRI website

Developing our investment strategies

Our strategic focus on enhancing existing

investment strategies and developing new ones,

future-proofs our business and helps us to

continually serve the needs of our clients.

As part of this, for some investment strategies, an

enhanced focus on sustainability can be a source of

competitive advantage. Where we have influence to

drive outcomes which might support risk mitigation

and/or value preservation, ICG seeks to integrate

sustainability considerations, including those

relatedto climate change mitigation and adaptation,

into the design of new investment strategies or

funds . For new strategies or funds where we

havesufficient influence, we might also consider

decarbonisation targets that support the goals

oftheParis Agreement.

We also seek opportunities which fit ICG’s

investment approach and ability to invest across

thecapital structure. For example, investments

inreal assets, such as commercial real estate,

housingdevelopments, renewable energy and

otherinfrastructure delivering core services,

canplay animportant role in supporting global

economic growth, enhancing social cohesion, and

delivering thetransition to a low-carbon economy.

To capitalise on this growing investment

opportunity, ICG has launched a number of

strategies investing in infrastructure and real estate

that have sustainability frameworks designed to

deliver tangible targeted improvements in the

performanceof assets as part of their asset

management plans that also contribute to the

transition to a low-carbon economy.

Key developments

– As at 31 March 2026, strategies with specific

sustainability frameworks targeting

improvements in the performance of assets

represent account for 85% of AUM in real

assets compared to 65% as at 31 March 2025,

and 61% as at 31 March 2024.

– As at 31 December 2025 companies in ICG’s

European Infrastructure have cumulatively

installed a total of 3.7 GW of net renewable

energy generating capacity since the strategy

was launched in 2020; compared to 3.4 GW

ayear earlier.

– ICG’s Asia-Pacific Infrastructure strategy

invests in scalable, mid-market energy

transition assets across Japan, South Korea and

India. As at 31 March 2026 it has made four

investments in renewable energy platforms.

Fund-level sustainable financing

At a fund level, we have also linked our climate

ambition to third-party financing. Since 2021, we

have raised a total of $3.2bn sustainability-linked

fund-level financing that has climate-related KPIs.

Group operations

We consider the Group’s direct operations as not

materially exposed to physical climate risks because,

among other factors, the Group primarily procures

professional and business services and does not have

a complex supply chain, nor does it make capital

investments in research and development. The

business is able to operate flexibly from a variety

oflocations.

From a real estate perspective, the Group operates

from leased offices, and our employees have the

ability to work remotely. The Group has assessed the

physical climate risk exposure of its office locations

using an established external physical climate risk

assessment tool. The results indicated that none of

our key offices (London, New York, Warsaw and

Paris) are likely to be materially exposed to physical

climate-related risks in the short and medium term.

We have also linked our climate ambition to our

Group-level third-party financing. We issued

a€500million sustainability-linked bond with

adjustments to the coupon rate linked to progress

against ICG’s approved and validated science-based

targets (seepage 61).

See page 63 for ICG’s GHG emissions

statement which outlines key initiatives

we have implemented to continue to

reduce our operational carbon footprint

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1. These include our European Infrastructure funds, and active

European Real Estate Debts funds and Strategic Real Estate

funds. See page 54 for more information on our approach to

decarbonising our Real Estate investments.

Principal risk most likely to be impacted

by climate change

Climate-related considerations

External Environment Risk Climate-related conditions and/or events outside the Group’s control, such as rapid

shifts in climate policy and/or clients’ climate requirements, volatility in energy

markets, and/or increased frequency and severity of extreme weather events may

adversely affect our business. This could include through reducing the value or

performance of the investments made by our funds, making it more difficult to find

opportunities for our funds to exit and realise value from existing investments, and

to find suitable investments for our funds to effectively deploy capital.

Fundraising Risk Clients may deem that our approach to climate risks and opportunities is not in line

with their expectations which could impact our ability to raise funds. Consequently

this could impact future management fee income, restrict expansion into new markets

and asset classes, and/or limit economies of scale.

Fund Performance Risk Climate-related issues, as described above, are a key external environment risk that

can impair our ability to deliver consistent and expected fund performance. This may

erode our track record and reputation, both of which are critical to maintaining

investor confidence. If performance is affected, it can become more difficult to raise

new capital or funds, ultimately creating a fundraising risk for the Group. This, in turn,

may impact our ability to grow and compete effectively.

Legal, Regulatory and Tax Risk Increasing regulatory enforcement and litigation risk for the Group and its fund

management entities reflects the growing complexity, fragmentation and volume of

sustainability and climate-related legal and regulatory requirements. The evolving

landscape places greater implementation and compliance burdens on the Group,

including adapting to new and changing disclosure, classification and reporting standards.

Failure to comply may result in regulatory sanctions, fines, or legal action, as well as

reputational damage.

External Reporting Risk There is an increasing risk to ICG that sustainability reporting may not be sufficiently

detailed, accurate, complete, or timely to meet the growing and evolving requirements

at the client, fund, and Group level. The volume and complexity of climate-related

regulations, combined with heightened expectations from clients and other

stakeholders for robust sustainability disclosures, create a challenging reporting

environment. Inaccurate or incomplete reporting — whether regulatory or in response

to client demand — could result in regulatory scrutiny, legal or financial penalties, loss of

client trust, and reputational damage.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Climate-related Financial Disclosures continued

The processes used by ICG to identify,

assessand manage climate-related risks

TCFD recommended disclosures:

A Describe the organisation’s processes

foridentifying and assessing climate-

relatedrisks.

B Describe the organisation’s processes for

managing climate-related risks.

C Describe how processes for identifying,

assessing and managing climate-related

risksare integrated into the organisation’s

overall risk management.

Group Risk Management Framework

Risk management is embedded across the

Groupthrough a dedicated Risk Management

Framework (RMF), which ensures current and

emerging risks are identified, assessed, monitored,

mitigated, and appropriately governed. This is

done within the risk appetite set by the Board,

i.e.the nature and extent of the risks it is willing to

take in achieving the Group’s strategic objectives.

The Group RMF is consistent with the principles

ofthe ‘three lines of defence’ model (see page 34

for more details) and this approach is applied to

climate-related risks and opportunities.

The Group adopts both a top-down and a bottom-

up approach to risk assessment.

At a Group level, climate-related risk is considered

broadly and has been incorporated into our

Group-wide RMF as a cross-cutting or embedded

risk. Thismeans that we recognise the potential

impact climate-related issues may have on other

material risks within our RMF, namely the Group

principal risks.

On page 50, we highlight how the

climate-related risks and opportunities we have

identified are linked to our Group Principal Risks.

Of the Group’s nine principal risks, we have

assessed the following as currently most likely to

be impacted by climate-related matters, to varying

degrees. On pages 34-39 we outline the key

controls and mitigation activities and trends for

these principal risks which apply equally to the

climate-related considerations.

1. The Group defines principal risks as individual risks,

or a combination of risks, materialisation of which could

result in events or circumstances that might threaten

our business model, future performance, solvency,

or liquidity and reputation.

Risk Management

Reputational risk, while not a principal risk, is an

important consideration for the Board and the

Executive Directors, in setting and implementing the

Group’s strategic objectives. Therefore we recognise

the potential impact to the Group if it is not seen

bystakeholders to be adequately responding to the

transition to a low-carbon economy and climate-

related physical hazard; addressing clients’

requirements on climate change; and demonstrating

progress towards our commitments (see page 61).

In addition to the top-down risk assessment, the

business undertakes a bottom-up review which

involves a comprehensive risk assessment process

designed to facilitate the identification and

assessment of key risks and controls related to

eachbusiness function’s most important objectives

and processes.

Incorporating climate considerations

intofund management

We recognise that climate change may have

amaterial impact on investment performance and

returns over the short, medium and long term.

Wetherefore have processes and procedures in

placeto account for climate-related risks and

opportunities in:

– the design of new products;

– the execution of our investment practices and

processes; and

– the focused engagement with and stewardship

overinvestments.

ICG’s Responsible Investing and Climate Change

Policy requires us to consider the implications of

climate-related risks and opportunities in our

investment research, valuation, and decision-

makingprocesses.

Group balance sheet investments

The Group’s exposure to climate risk arising from its

balance sheet investment portfolio (seed assets) is

managed in line with our standard fund management

activities, as outlined on page 60.

Identifying, assessing and managing climate-related risks throughout the

investmentlifecycle

Our approach and processes for identifying, assessing, prioritising, and managing climate-related risks for

active funds are summarised by key strategy in the table below:

Asset class Structured Capital and Secondaries Real Assets Debt

Structured

Capital

Private Equity

Secondaries

Real Assets Private Debt Credit

Key strategy European

Corporate,

Mid-Market

and

Asia Pacific

Corporate

Strategic

Equity

Secondaries,

Core Private

Equity, ICG

Enterprise

Trust

European

and Asia-

Pacific

Infra-

structure

Real

Estate

Debt

Real

Estate

Equity

Europe

Senior

Debt

Partners

North

America

Credit

Partners

Liquid

Credit,

CLOs and

Australian

Loans

Pre-investment

ICG Exclusion List screening

(including direct investments

in certain emissions intensive

activities by reference to

revenue thresholds)

Climate-related

considerations assessed

as part of sustainability

assessment where relevant

Climate–related

considerations included in

IC memos where material

Margin ratchets or other

incentives offered for

companies to decarbonise

where relevant

Post-investment

GHG emissions, climate risk

and decarbonisation targets

included in company and/or

asset monitoring

Engagement on climate-related

matters with portfolio company

management or sponsors

Decarbonisation plans

and/or targets developed

with portfolio companies

1. Including coal, oil and gas, with differences depending on whether this is upstream, midstream or downstream.

2. ICG's exclusion list only applies to direct investments. Therefore its direct applicability to ICG ET, LPS and Credit will depend on

the type of transaction that is undertaken.

3. Applies to ICG Enterprise Trust but not LP secondaries and CPE.

4. For certain investments in the European Real Estate Debt strategy as part of the strategy’s Green Or Sustainability Loan

Framework.

5. Typically focused on improved disclosures on climate risk and GHG emissions by investee companies.

6. For investments where we have sufficient influence.

ICG plc Annual Report and Accounts 2026

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Other information

Climate-related Financial Disclosures continued

Risk Management continued

Pre-Investment

Exclusion List screening

For direct investment, investment teams screen

against ICG’s Exclusion List which, among other

activities, prohibits us from knowingly making direct

investments in certain coal, oil, and gas activities by

reference to revenue thresholds and their position in

the value chain. This limits our funds exposure to

arange of assets which are inherently more prone

toclimate-related risk which could impact their

performance in the short, medium and/or long term.

For indirect investments, where feasible, ICG uses

best efforts to ensure that the Exclusion List is

applied. The exact nature of how the Exclusion list is

applied to indirect strategies depends on the nature

of the strategy and investment.

Climate risk assessment

For potential investment opportunities, we

incorporate a climate risk assessment within our pre-

investment sustainability assessment to identify and

evaluate material climate-related risk exposures.

Thescope of this assessment varies according to the

nature of the investment (i.e. company or real asset),

the investment strategy, and the type and quantity of

data available. We utilise established frameworks

and data sources to assess both climate physical and

transition risks.

Where ICG has sufficient influence, we may conduct

external ESG due diligence — including specific

analysis of climate-related risks and opportunities —

as appropriate. ICG consolidates assessment findings

and include them as standard in the investment

proposal submitted to the relevant Investment

Committee for most strategies. Where we identify

material climate-related issues, the Investment

Committee may decide not to proceed, request

further investigation prior to completion, or require

remedial actions following closing.

Key developments

In FY26, we rolled out a new climate risk and

opportunity assessment tool across a range of

investments and funds, leveraging a new third-

party platform. We now use this approach to

screen new investment opportunities, inform pre-

investment sustainability assessments, and

strengthen ongoing portfolio monitoring

andreporting.

In strategies where we have sufficient influence

tocollect the appropriate data, we have begun

conducting full bottom-up assessments of

climate-related risks and opportunities where

material and relevant, drawing on the precise

geo-location of an asset or company's key

operating sites.

This granular, site-specific assessment delivers

rich information on potential climate risks across

physical and transition risk types, categories, and

scenarios. Pre-investment, we can apply these

insights to inform investment decision-making;

post-investment, we can use them to engage

portfolio companies in implementing risk

mitigation measures and capturing opportunities.

We also applied this tool for the portfolio-wide

assessment outlined on page 51. However, that

assessment is intentionally limited to high-level

company information to ensure comparability and

consistency across strategies, reflecting the

varying levels of data access available to different

investment teams.

Post-investment

Following an investment, material climate-related

risks and opportunities are monitored and reviewed

as part of the portfolio monitoring process.

Depending on the nature of the issue and the level of

influence, ICG may seek to better understand how

climate-related matters are managed either through

ongoing dialogue with management teams and/or

our annual sustainability surveys. Our sustainability

surveys monitor governance and management of

climate change, as well as performance and

decarbonisation plans. We publish summary results

of our sustainability surveys in our annual

Sustainability and People report.

We also engage with investments on the

decarbonisation of their business models. The

exactnature of our engagement depends on the

relationship and influence we have with those

investments. Moredetail on our approach to

decarbonisation can be found on pages 56 and 57.

Read more about climate risk management in

our FY26 Sustainability and People Report.

Group operations – identifying and managing

climate-related risks

Transition risks

Enhanced GHG emissions reporting and climate-

related compliance requirements have been

identified as a potential climate-related risk to the

Group operations. The Sustainability, Legal, Risk and

Compliance, Operations and IT teams work closely

to ensure the identification of relevant emerging

regulatory requirements and the Group’s compliance

with climate-related regulation of relevance to its

operations, including the UK SECR and ESOS.

Physical risks

We do not consider the Physical Risks to our

operations to be material (see page 57).

Moreover, as 100% of our IT infrastructure systems

and data resides in the cloud and the Group

leverages cloud services from multiple providers

thisfurther reduces concentration risk.

ICG plc Annual Report and Accounts 2026

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Auditor’s report and financial statements

Other information

Climate-related Financial Disclosures continued

Risk Management continued

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Climate-related Financial Disclosures continued

The metrics and targets used by ICG to

assess and manage relevant climate-

related risks and opportunities

TCFD recommended disclosures:

A Disclose the metrics used by the organisation

to assess climate-related risks and

opportunities in line with its strategy and

riskmanagement process.

B Disclose Scope 1, Scope 2 and, if appropriate,

Scope 3 greenhouse gas (GHG) emissions and

the related risks.

C Describe the targets used by the organisation

to manage climate-related risks and

opportunities and performance

againsttargets.

The Group uses a variety of metrics and tools to assess

climate-related risks and opportunities in line with its

business strategy, decarbonisation goals and risk

management processes.

While a source of important insight, some of these

metrics and tools have inherent limitations (e.g. scope

of coverage, availability and/or quality of data as

wellas the uncertainty associated with some of the

underlying assumptions). We utilise internal data

andproprietary tools and methodologies, as well as

external data sources and providers, to produce

thesemetrics.

Climate data challenge in private markets

Disclosure of GHG data by private companies and for

real estate property is steadily improving but not yet

reliable. This year, we assessed and reported fund-level

financed emissions to clients, alongside other portfolio

metrics recommended by the TCFD, such as weighted

average carbon intensity and portfolio carbon footprint,

for funds representing 65% of total AUM

. At this stage,

in ICG’s view, the aggregation of such data into Group-

wide portfolio climate metrics would be misleading.

Thisis because of the relatively low percentage of AUM

covered and the fact that the emissions data makes use

of proxy estimates and excludes Scope 3 emissions,

dueto a lack of reliable data reported by investees.

Aggregating this data for Group-wide reporting requires

the establishment of a credible baseline across our

portfolios that is comparable with future years and not

subject to fluctuating coverage, inherent uncertainty

andextensive future revisions.

We recognise the importance of this data to our

shareholders, clients and other stakeholders, so we will

continue exploring ways to improve the coverage and

quality of climate data for our portfolios to allow us to

disclose such data in aggregate form in this report.

Wecontinue to encourage the collection and reporting

ofGHG emissions for companies in our portfolio, through

our monitoring and engagement activity, including our

Annual Portfolio Company survey (see page 60).

Our commitments

Our investments

ICG supports the global goal of net zero greenhouse gas emissions by 2050 or sooner, in line with global efforts to

limit warming to 1.5ºC above pre-industrial levels.

As a broadly diversified, global alternative asset manager our priority in addressing climate-related risks and

opportunities is the decarbonisation of our investment portfolios.

Investments where we have sufficient influence

(Relevant Investments)

Group operations

While the Group’s own operational emissions have negligible impact compared to those of our investments,

we do recognise our responsibility to ensure our own business operations are fully accounted for.

As well as our commitments we also measure and track a range of other climate-related metrics. Examples of

some of the metrics that we track can be found on the next page (page 62).

1. AUM in funds and mandates where we are reporting either fund or asset level climate-related metrics to clients for periods ending

between 1 April 2025 and 31 March 2026. Reported as a percentage of ICG’s total AUM. Includes ICG Enterprise Trust.

2. Relevant investments include all direct investments within ICG’s Structured Capital and Private Equity Secondaries asset class and

European Infrastructure Equity strategy, which currently comprise 29.2% of AUM (see page 56), where ICG has sufficient

influence. Sufficient influence is defined by SBTi as follows: at least 25% of fully diluted shares and at least a board seat.

3. All references are to ICG financial years running from 1 April to 31 March.

Metrics & Targets

Long-term goal

ICG has committed to reaching net zero GHG

emissions for Relevant Investments by 2040.

Medium-term goal

ICG has set a portfolio coverage decarbonisation

target validated by the Science Based Targets

Initiative (SBTi) to ensure 100% of Relevant

Investments

have targets validated by the SBTi

by 2030, with an interim target of 50% by 2026

Long-term goal

ICG has committed to reaching net zero GHG

emissions in our operations by 2040.

Medium-term goal

ICG has set a decarbonisation target validated

bythe SBTi to reduce ICG’s Scope 1 and 2

GHGemissions by 80% by 2030 from a 2020

base year

Select Climate Metrics

Target and/or current activity

Scope Use and measurement Ref

Remuneration linked to culture, inclusion

and sustainability considerations

(including climate).*

Sustainability and climate considerations incorporated into annual variable

component of Executive Directors and portfolio managers remuneration.

Executive Directors and Portfolio

Managers’ annual variable pay.

Assesses performance related to sustainability considerations, including

theimplementation of the ICG Climate Change Policy and links this

toremuneration.

Pre-investment climate risk assessment

across transition and physical risk.

We undertake a climate risk assessment for all investment opportunities for

inclusion in Investment Committee memos, we monitor the resulting outputs

and scores of this assessment both for individual assets and across a range of

funds and strategies.

Individual direct investments. Assesses the potential exposure to climate-related physical and transition risks

for individual investment opportunities and across funds and strategies, using

the Group’s climate risks exposure assessment methodology.

57-58

Weighted average climate risk score

across ICG portfolios.*

Annually conduct a Group-wide portfolio assessment of climate risk to get

aview of % of the portfolio weighted-average climate risk score across

transition risk, transition opportunities and physical risk across a range of

scenarios and time horizons.

Direct investments across all asset classes

except real estate and CFM.

Assesses the inherent climate risk exposure of the portfolio across different

risks, time horizons and scenarios. Allows insight into key risks and

portfoliohotspots.

Our climate-related commitments

including operational Scope 1, 2

GHGemissions.*

Progress against climate-related commitments covering investments where

wehave sufficient influence and our own operations (as outlined on page 59).

Relevant Investments and our

ownoperations.

See page 61 for details of our commitments, and pages 63-64 for progress

against our Scope 1 and 2 operational GHG emissions reduction target.

Fund-level climate metrics in line with

TCFD and the Partnership for Carbon

Accounting Financials (PCAF).

Measure and report climate-related metrics in line with the requirements

of the TCFD and PCAF for active funds

where relevant and feasible.

Given the significant gaps in available measured emissions data in private

markets, especially on Scope 3 GHG emissions, ICG’s focus is on improving the

data coverage and quality so we can establish a credible baseline for this metric

across our portfolios.

Active funds

making direct investments

across our Structured Capital and

Private Equity Secondaries, Private

Debt, Real Assets, and Credit asset

classes.

Assesses the absolute GHG emissions associated with and attributable to

aportfolio of investments, expressed in tCO

e (financed emissions);the financed

emissions per unit of invested capital, expressed in tCO

e per million invested in

fund currency (carbon footprint) and the financed emissions per unit of revenue,

expressed in in tCO

e per million revenue in fund currency (Weighted Average

Carbon Intensity (WACI)). Monitored internally and reported to investors in

certain active funds at least annually.

Investments in infrastructure and real estate

targeting sustainability improvements.*

ICG has several strategies investing in infrastructure and real estate

that have sustainability frameworks designed to deliver tangible,

targeted improvements in the sustainability performance of assets.

Real Asset strategies including European

Infrastructure, European Real Estate

Debt, and Sale and Leaseback.

Measures the proportion of Group’s investments in infrastructure and real

estate in strategies targeting tangible sustainability improvements, expressed

as % of AUM in Real Assets.

54, 55

Other metrics specific to individual

fundsor strategies. For example in

ICGInfrastructure equity fund we

measure “Installed Renewable Energy

Generating Capacity”.

Metrics specific to a fund strategy’s approach to managing climate risks

andopportunities. For example, ICG Infrastructure has made a number of

investments to support the growth and development of companies specialising

in renewable energy generation across North America, Europe and Asia Pacific

directly supporting the transition to a low-carbon economy. Only applies to

select funds.

European Infrastructure

strategy and other select funds.

Measures the specific management or outcomes of climate risks and

opportunities within a fund. For example, ICG European Infrastructure

measures the aggregate and annual change in installed renewable energy

generating capacity, expressed in GW. Monitored internally and where

relevantreported annually in client reporting.

54, 55

* Indicates a cross-industry climate-related metric as per the TCFD Guidance on Metrics, Targets, and Transition Plans, 2021.

1. A non-exhaustive list of climate-related metrics that we measure and consider. Key examples only.

2. All references are to ICG financial years running from 1 April to 31 March.

3. Active funds for this metric are those funds managed by ICG that principally focus on direct investments and that were either in fundraising or investing period or open-ended in nature, or were already measuring this metric at the start of FY22.

ICG plc Annual Report and Accounts 2026

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Other information

Climate-related Financial Disclosures continued

Metrics & Targets continued

Operational GHG emissions performance

During the period 1 April 2025 to 31 March 2026

(thereporting period), Scope 1 and 2 intensity

equated to 0.1 metric tCO

e/ FTE (FY25: 0.09; FY24:

0.04; FY20: 1.07) and 0.07 metric tCO

e/£m revenue

(FY25: 0.07; FY24: 0.04; FY20:1.32).

Inthe UK: we have no Scope 1 emissions or Scope 2

market-based emissions and 49 metric tCO

e (or 28%)

of Scope 2 location-based emissions.

Key developments

On track to deliver ICG’s science-based target

of80% reduction by 2030; this year ICG’s Scope

1and 2 GHG emissions were 68 tCO

representing 88% reduction compared to the

2020 base year.

Group Scope 1 and 2 (market-based) GHG

emissions (tCO

The chart below illustrates ICG’s emissions reduction

versus its Scope 1 and 2 SBT trajectory and a 1.5ºC

aligned trajectory. While this means the Group has

already achieved our Scope 1 and 2 science-based

target (SBT), we remain determined to sustain this

performance over time as the firm continues to grow

and expand its presence globally. ICG will continue to

expand the purchase of electricity from renewable

sources and explore energy efficiency measures in

our operations.

Scope 3 emissions performance

Total Scope 3 emissions have decreased this

reporting period compared to the prior period.

Ourmain Scope 3 emissions categories are

purchased goods and services (~70%) and business

travel (~30%). The decrease is largely due to

improving data quality, allowing for more precise

emissions estimations.

ICG plc Annual Report and Accounts 2026

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Other information

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1. All numbers in the table have been rounded up or down to the nearest metric tonne of CO

2. Comparative figures restated from prior year, please see basis of reporting for more detail.

3. The sum of Scope 1 and 2 emissions is based on the Scope 2 market-based data. For 2026 and 2025, this also includes purchased

heat from district heating.

4. The majority of emissions are calculated using spend categories mapped to DEFRA SIC codes, which are assigned on a best effort

basis. See Basis of Preparation on page 186 for more detail.

5. Scope 1 and 2 emissions intensity for the reporting period are based on FTE of 676 (FY25: 684), and Revenue of £1,036.0m

(FY25:£970.9m). Emissions intensity metrics not assured by EY.

* ICG plc engaged Ernst & Young LLP (EY) to provide limited assurance over GHG emission metrics as indicated by * in the annual

GHG emission statement for the year ended 31 March 2026. The assurance engagement was planned and performed in

accordance with International Standard on Assurance Engagements (UK) 3000 (July 2020), as promulgated by the Financial

Reporting Council (FRC). The assurance report is publicly available at www.icgam.com/spr. It includes details on the scope,

respective responsibilities, approach, restrictions, limitations and conclusions. EY also provided assurance for the year ended

31March 2025, 2024 and 2023. Data for previous years was verified to ISO14064 by alternative providers.

This statement has been prepared in accordance with our regulatory obligation to report GHG emissions

pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018 which implement the UK Government’s policy on Streamlined Energy and Carbon

Reporting (SECR). The Basis for Preparation for this report and the GHG emissions presented can be found

onpage 186.

Group Operational GHG emissions

12-month period ending 31 March:

GHG emissions

Activity

2026* 2025

2020

(baseline)

Direct emissions

(Scope 1)

Combustion of fuel and operation of facilities

5* 8 66

Indirect emissions

(Scope 2)

Purchased electricity (location-based)

177* 208 448

Purchased electricity (market-based)

34* 33 479

Purchased heat (district heating)

29* 21² N/A

Total Scope 1 and 2 (market-based)

68* 62² 545

Indirect emissions

(Scope 3)

Business travel (flights, rail, car rental, taxis, hotels)

3,683* 4,852

2,640

Waste generated in operations (incl. water)

15* 6² 8

Purchased goods and services (incl. capital

expenditures)

9,220* 11,081² 0

Fuel and energy-related activities

86* 62² 0

Total Scope 3

13,004* 16,130

2,648

Total Scope 1 and 2 GHG emissions (tCO2e)

ICG SBT linear trajectory

1.5ºC degree aligned trajectory

2017 2018

2019 2020

2021 2022

2023 2024

2025 2026

2027 2028

2029 2030

200

400

600

800

1,000

Group Scope 1 and 2 (market-based) GHG emissions (tCO

Annual Group GHG emissions statement

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278,641

291,129

910,966

446,752

433,420

557,211

284,378

29,452

22,224

31,778

Energy consumption and efficiency

During the year, fuel, district heating and electricity consumption in our operations totalled 912 MWh.

37%of electricity was consumed in the UK, while the remaining was consumed in offices outside the UK

which are predominantly serviced offices where ICG has limited control over energy provision. The UK has

no fuel or district heating energy use. The split between fuel and electricity consumption is displayed in the

table below. 88% of electricity purchased is from renewable sources either through green tariffs or backed

by renewable energy certification, compared with 95% in the prior period.

1. Natural gas and transportation fuels (petrol and diesel).

2. Comparative figures restated from prior year – please see basis of reporting for more information.

12-month period ended 31 March

Metrics (KWh)

2026 2025

2020

(baseline)

Electricity

725,393 724,549 1,468,177

of which, from renewable sources 638,045 664,995 —

District heating

96,659 75,049

N/A

Fuels

29,452 22,224

316,156

Total Electricity, District heating and Fuels

851,504 821,822

1,784,333

Electricity (KWh) Fuels (KWh)

2026:

725,393

2025:

724,549

2020:

1,468,177

2026:

29,452

2025:

22,224

2020:

316,156

UK RoW

Annual Group GHG emissions statement continued

ICG plc Annual Report and Accounts 2026

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Other information

Non-financial and sustainability information statement

The following table maps the

Group’s non-financial and

sustainability disclosures to the

specific reporting requirements of

sections 414CA and 414CB of the

Companies Act 2006, providing

cross-references to pages inthis

Annual Report as well as links

toexternal policies.

ICG plc has a suite of policies

inplace to support strong and

effective governance across the

Group, these policies have been

applied consistently throughout

the year and have operated

effectively to deliver their

intended outcomes.

Reporting requirement Relevant policies and approach Location in the Annual Report and ICG’s website

Business model Pages 9 to 15

Principal risks and risk management Risk Management Framework Pages 34 to 39

Environmental matters ICG’s Responsible Investing and Climate Change

Policies; SECR methodology

Pages 46 to 64 and page 186; Our Responsible Investing

Policy and Climate Change Policy is available on our

website at www.icgam.com/ri; SECR methodology: the

2026 Sustainability and People Report is available on

our website atwww.icgam.com/spr

Employees Diversity & Inclusion Policy Pages 30 to 33; Our Diversity and Inclusion policy, which

includes Anti-Discrimination, Bullying, Harassment, and

Victimisation, is available on our website at

www.icgam.com/di

Employee diversity Diversity & Inclusion Policy Pages 30 to 33 (including gender pay gap page 99)

Social matters Stakeholder Engagement; Section 172

considerations; and Supplier Code of Conduct

Pages 41 to 43; 44; the 2026 Sustainability and People

Report is available on our website at www.icgam.com/spr

Human rights Modern Slavery Statement Page 110; Modern Slavery Statement

atwww.icgam.com/ms. This policy is embedded across

ICG’s internal policies, including its Responsible

Investing Policy and Group Code of Conduct. As a UN

Principles for Responsible Investment signatory since

2013, ICG is committed to respecting human rights and

preventing child, slave or bonded labour, in line with

international standards (OECD, UN and ILO), including

freedom of association and collective bargaining.

Anti-bribery and corruption Anti-Bribery and Corruption Policy 2025; Group

Gifts & Entertainment Policy 2025; Complaints

Policy 2025; Speak-Up Policy

Page 74; Code of Conduct at www.icgam.com/conduct;

We are committed to ethical business across all our

operations and investments. Our policy is never to offer,

request or receive bribes, and to refuse any request to

pay them. We actively seek to reduce opportunities for

corruption. We do not invest incompanies or projects

that engage in corruption or appear to have a high risk

ofsuch behaviour and we investigate and deal with all

reported or identified cases of corruption in line with our

policy. The policy applies to all entities within the Group

wherever we do business.

Non-financial KPIs ICG’s Responsible Investing and Climate Change

Policies; Diversity & Inclusion Policy

Pages 92 to 94; Our Responsible Investing Policy and

Climate Change Policy is available on our website at

www.icgam.com/ri; See Employees above.

This Strategic Report is approved by the Board and

signed on its behalf by:

Andrew Lewis

Company Secretary

20 May 2026

How strong governance

supports our strategy

A resilient governance framework — rooted in transparency,

rigorous oversight and clear communication — ensures we

remain focused on our long-term strategic priorities and

well-positioned to respond to the external factors shaping

our markets.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Governance report

Governance supporting

disciplined, long-term growth

See more information on page 67 See more information on page 73

Board oversight

of execution

Transparency, integrity

and accountability

underpinning trust

Resilience, risk

oversight and sustaining

an investment-led culture

See more information on page 68 See more information on pages 74 and 79

High standards of

governance

enabling responsible,

long-term

performance

During the year, the Board undertook

itsresponsibilities through six formal

meetings, complemented by ongoing

informal dialogue with executive

management. These meetings covered

awide spectrum of strategic priorities

andoperational themes relevant to the

Company’s long-term success.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Governance at a glance

Our priorities for FY27

The Board has identified a number of

priority areas for the coming year and

willcontinue to keep these under review.

The Board recognises the potential for

growth in our markets and will seek to

ensure that our business will meet new

challenges and opportunities as they arise.

Our highlights in FY26

The Board continued to assess changing

market conditions and the associated

risksand opportunities for the Group’s

strategy, alongside its robust oversight

ofbalance-sheet utilisation.

Ensuring strategic delivery

Over a number of meetings, the Board considered the potential

to develop a private wealth offering and concluded it was in the

best interests of all stakeholders to enter into a strategic

partnership with Amundi.

The Board held a detailed strategy session, including a detailed

analysis of the potential for growth for our fund strategies.

Anumber of key themes were identified including the importance

of maintaining the Group’s strong track record and investment

quality, integrating AI appropriately into the Group’s processes

and practices, and considering sectors which may provide

investment opportunities for growth.

Enhancing our platform

During the year, the Board also maintained a strong focus on

anumber of initiatives to scale up and scale out the Group’s

platform, with presentations from management considering in

detail how to continue to invest in, and improve, our operating

platform with this view in mind.

Deepening and strengthening our talent

Oversight of the culture of the business included detailed

employee engagement sessions, considering the effectiveness

ofour talent development programmes and management’s

futureplans in the area of employee recruitment and retention.

The Board will continue to carefully consider the Group’s

strategic and geographic footprint in oversight of the

investments we make to ensure continued growth of our

business. Appropriate use of our capital will be key in

supportingthis.

We will continue our ‘scale up and scale out’ mentality, seeking

toensure that our strategies continue to grow and that we

continue to enhance our operating platform.

We will also continue to focus on our culture and ensuring that

we retain and develop our talented employees.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Governance at a glance continued

Allocation of balance

sheet capital

The Board:

– monitored the Group’s capital position, liquidity

and treasury governance, including liquidity

guardrails, near-term and 24-month cash flow

projections, and preparations for the February

2027 bond maturity;

– reviewed balance sheet deployment across

strategies, commitments to new fund vintages

and expected capital consumption from Life

Sciences and other emerging areas;

– assessed treasury and FX management,

including hedging activity, currency exposure,

bank account optimisation, facility renewals

and covenant adjustments; and

– ensured capital allocation remained prudent,

supported balance sheet strength and gearing

levels, and preserved flexibility for future

fundraising cycles and strategic opportunities.

Financial performance,

marketoutlook and strategy

The Board:

– considered market conditions, including

globalfundraising, M&A activity and shifting

investor preferences;

– monitored financial performance against

budget, including monitoring management fee

growth, operating cost discipline, Net

Investment Return, and FEAUM development;

– reviewed alternative distribution channels and

approved a strategic partnership with Amundi;

– oversaw execution of the Group’s priorities,

including scaling flagship strategies, expanding

evergreen and private wealth channels, and

broadening the platform; and

– discussed how best to present the Group’s

financial results, resulting in a decision to

giveenhanced disclosure in respect of fee-

related earnings.

Oversight of business

unitsandoperating

platformenhancements

The Board:

– received regular updates from business units

across the platform, reviewing portfolio

performance, deployment activity, realisation

pipelines and fundraising progress;

– oversaw ongoing investment in technology,

data and operating infrastructure, including

Workday Financials implementation,

automation initiatives, and improvements

toprocesses and controls;

– continued to monitor progress in strategic

locations such as Warsaw and Pune; and

– reviewed management’s work to align

operations and support teams more closely

with strategy verticals as the platform scales.

Employee development

andengagement, Inclusion

andCulture

The Board:

– reviewed the FY26 Pulse Survey results

andthe NED employee engagement

programme, noting improvements in

engagement, recognition, inclusion, and

management support;

– considered feedback on workload pressures,

resource levels and variations in employee

experience across teams and locations;

– monitored progress in talent development,

succession, promotion processes and women’s

representation in investment teams; and

– supported initiatives to strengthen people

management capability, including mentoring

programmes, learning and development

resources and leadership training.

Cyber and data

The Board:

– received and discussed the findings of an

external cyber review, including the increasing

use of AI and the implications for the Group’s

threat landscape;

– reviewed management’s plans to strengthen

controls, enhance monitoring and raise staff

awareness of emerging attack techniques; and

– considered improvements to data governance

and security processes and supported

initiatives to embed ‘cyber hygiene’ into

regulartraining and staff communications.

Stakeholder considerations,

sustainability and corporate

social responsibility

The Board:

– oversaw ongoing engagement with clients,

shareholders and other stakeholders, supported

by regular investor relations updates, AGM

feedback, and insights from global roadshows;

– considered matters relating to regulatory

developments, sustainability disclosures and

the expectations of clients and investors in

relation to ESG and responsible investment;

– received updates on broader corporate

responsibility initiatives; and

– recognised the importance of maintaining

strong stakeholder relationships as the Group

continues to grow.

How the Board spent its time

Financial performance, market outlook

andstrategy

30%

Oversight of business units and operating

platform enhancements

15%

Employee development and engagement,

Inclusion and Culture

10%

Allocation of balance sheet capital 10%

Stakeholder considerations, sustainability

andcorporate social responsibility

10%

Cyber and data 10%

Other 15%

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Board of Directors

Broad and diverse experience supporting effective oversight

0-3 years 33%

3-6 years 33%

6-9 years 25%

10 years+ 9%

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

Number in

executive

management

Percentage

of executive

management

Men

7 58 % 4 3 75 %

Women

5 42 % 0 1 25 %

Not specified/prefer not to say

N/A N/A N/A N/A N/A

Board tenure (as at 31 March 2026)

Gender representation Non-Executive Director area of expertise

Board independence (as at 31 March 2026)

Ethnicity representation

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

Number in

executive

management

Percentage

of executive

management

White British or other White

(including minority white groups)

11 92 % 4 4 100 %

Mixed/Multiple Ethnic Groups

1 8 % 0 0 0 %

Asian/Asian British

N/A N/A N/A N/A N/A

Black/African/Caribbean/Black British

N/A N/A N/A N/A N/A

Other ethnic group

N/A N/A N/A N/A N/A

Not specified/prefer not to say

N/A N/A N/A N/A N/A

Director

Independent

Chair

William Rucker

Yes

Executive

Benoît Durteste

David Bicarregui

Antje Hensel-Roth

Non-

Sonia Baxendale

Yes

Executive

Virginia Holmes

Yes

Robin Lawther

Yes

Rosemary Leith

Yes

Matthew Lester

Yes

Vincent Mortier

Andrew Sykes

Yes

Stephen Welton

Yes

1. Independent on appointment.

2. Joined the Board on 1 November 2025.

3. Joined the Board on 31 March 2026.

Name

Asset

Management Investment

UK Corporate

Governance International

Risk

Management Financial

William Rucker (Chair)

Virginia Holmes

Sonia Baxendale

Andrew Sykes (SID)

Stephen Welton

Rosemary Leith

Matthew Lester

Robin Lawther

Vincent Mortier

Director

Board Audit Risk Remuneration Nominations

William Rucker

6/6 – – 7/7 4/4

Benoît Durteste

6/6 – – – –

David Bicarregui

6/6 – – – –

Antje Hensel-Roth

6/6 – – – –

Sonia Baxendale

2/2 4/4 4/4 – –

Virginia Holmes

6/6 – 4/4 7/7 4/4

Robin Lawther

2/2 – – 3/3 1/1

Rosemary Leith

6/6 4/4 4/4 5/7 –

Matthew Lester

6/6 4/4 4/4 – 4/4

Vincent Mortier

N/A N/A N/A N/A N/A

Andrew Sykes

6/6 4/4 – 7/7 4/4

Stephen Welton

5/6 – – 4/4 3/4

Secretary

6/6 4/4 4/4 7/7 4/4

Board and Committee meeting attendance

(as at 31 March 2026)

1. Non-members attended some Committee meetings at the invitation of the Committee Chair.

2. Joined the Board on 1 November 2025.

3. Rosemary Leith was unable to attend two Remuneration Committee meetings during the year and provided comments on the

matters to be discussed.

4. Joined the Board on 31 March 2026.

5. Stephen Welton was unable to attend the Board meeting and Nominations Committee meeting in May 2025 due to being

called overseas at short notice.

1. Defined as Chair, Chief Executive Officer (CEO), Chief Financial Officer (CFO) or Senior Independent Director.

2. For the purposes of the UK Listing Rules, ‘executive management’ is defined as the executive committee or most senior executive

or managerial body below the board, including the company secretary. ‘Executive management’ therefore comprises the Executive

Committee and the Company Secretary (even though the Company Secretary is not a member of the Executive Committee).

Our approach to data collection for the purposes of collecting the data used in these tables can be found on page 84.

In line with UKLR 6.6.6R (10), as at the reference date of 31 March 2026, the composition of the Board and executive management was as follows:

Board

Committees

Audit

Nominations and

Governance

Remuneration

Risk

Chair of the Committee

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Board of Directors continued

William Rucker

Chair

Benoît Durteste

Chief Executive Officer and

Chief Investment Officer

David Bicarregui

Chief Financial Officer

Antje Hensel-Roth

Chief People and

External Affairs Officer

Sonia Baxendale

Independent Non-Executive

Director

Joined Board: 2023

William Rucker joined the

Board as Chair on 31 January

2023, following a successful

career as an executive

atLazard.

William formerly acted as

Chair of Lazard in the UK,

aninvestment bank focused

on asset management and

financial advisory businesses.

He joined Lazard in 1987 from

Arthur Andersen where he

qualified as a Chartered

Accountant and retired

fromthis position in

September 2023.

William has extensive

experience in the financial

services sector as well as

wide-ranging governance

experience having served on,

and been Chair of, the boards

of a number of significant

listed companies, charities

and other bodies.

Other appointments

Chair of British Land

Company PLC and UK

Dementia Research Institute

Joined Board: 2012

(Chief Executive Officer

since 2017)

Benoît Durteste has been

ICG’s Chief Executive

Officerand Chief Investment

Officer since 2017. He is an

experienced investor with

astrong understanding of the

markets in which the Group

operates. During his time

onthe Board he has been

astrong leader of the Group’s

strategic development,

significantly broadening

ourrange of investment

businesses. He contributes

athorough understanding

offinancial markets and

theGroup’s investment

portfolio to Board

proceedings. Benoîtjoined

ICG in September 2002 with

previous experience at Swiss

Re, GE Capital Private Equity

and BNP Paribas Levfin.

Other appointments

ICG entities and Chair

oftheUK Private Capital

Alternative

LendingCommittee

Joined Board: 2023

David Bicarregui has

significant experience in

finance and operational

leadership, transformation

and business growth.

Prior to joining ICG, David

spent 25 years with Goldman

Sachs where he held various

senior roles. Until 2022, he

was Chief Financial Officer of

Goldman Sachs International

Bank and prior to that, Global-

ex North America Treasurer.

During his tenure, David led

the growth of Goldman Sachs

International Bank to become

the largest of the firm’s banks

outside of North America.

David is responsible for the

operating platform and

corporate development with

aparticular focus on leading

and managing the Group’s

financial affairs on a day-to-

day basis and managing the

Group with regard to prudent

risk management measures.

Other appointments

ICG entities and Vice Chair

ofGoverning body of

StGeorge’s College

Joined Board: 2020

Antje Hensel-Roth has

awealth of experience in

human capital management.

Prior to joining ICG she was

Global Co-Head of the

Investment Management

Practice at Russell Reynolds

Associates, during which time

she acted as an adviser to the

global alternative investment

community. Since joining ICG

in 2018, she has been a strong

contributor to the strategic

direction of the Group and

hasled a comprehensive drive

for excellence in leadership,

talent management and

diversity and inclusion.

Antje is responsible for

leading strategic human

capital with a particular focus

on business diversification

strategies; she also leads

communications and

externalaffairs.

Other appointments

None

Joined Board: 2025

Sonia Baxendale has extensive

experience as an executive

and non-executive in the

financial services industry

inNorth America and the UK,

and brings to the Board

abroad knowledge of the

financial services industry.

Shespent most of her

executive career at CIBC,

andcurrently serves as the

President and CEO of the

Global Risk Institute in

Canada. Sonia is an

accomplished board director

and senior leader, who has

previously served on the

board of RSA Insurance Group

plc; her background and

expertise also enhances the

Board’s understanding of

North American markets.

Other appointments

President and CEO,

GlobalRisk Institute, Director

of Definity Financial

Corporation, and Director of

Laurentian Bank

Jonathon Bond

Independent Non-Executive

Director

Joined Board: 2026

Jonathon Bond joined the

Board as an Independent

Non-Executive Director

on1April 2026 and will be

seeking election at the

Company’s 2026 Annual

General Meeting.

Jonathon spent over 25 years

in the private equity industry,

with a particular focus on

raising standards of

sustainability and responsible

investment. He has previously

held several non-executive

director positions at UK listed

companies. He was also

previously the Executive

Chairman of Scandinavian

family office Skagen Group

and afterwards served as

Chief Investment Officer

atGrosvenor. Jonathon’s

significant global private

equity experience and strong

track record in responsible

investment and sustainability

means that he is well-placed

to contribute to the Board’s

discussions on matters of

strategy andsustainability.

Other appointments

Executive Chairman of

Grosvenor’s Financial

Investment Committee and

Board Member of Urban

Partners Group

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Board of Directors continued

Rosemary Leith

Independent Non-Executive

Director

Matthew Lester

Independent Non-Executive

Director

Andrew Sykes

Independent Non-Executive

Director

Stephen Welton CBE

Independent Non-Executive

Director

Virginia Holmes

Independent Non-Executive

Director

Joined Board: 2017

Virginia Holmes brings to the

Board an extensive

knowledge of the financial

services industry, including

both investment management

and banking. Her executive

experience includes serving

asChief Executive of AXA

Investment Managers in the

UK and more than a decade

with the Barclays Bank Group.

She is an experienced director

of a number of UK PLCs

(including serving on

remuneration committees),

who enhances the corporate

governance understanding

ofthe Board and aids it in

considering its relationships

with stakeholders, as well

asbringing an extensive

knowledge of the pensions

sector. She has served as

Chair of the Remuneration

Committee since April 2018.

Other appointments

Chair of Murray International

TrustPLC and Unilever UK

Pension Fund Trustees Ltd

Joined Board: 2021

Rosemary Leith brings to the

Board her deep expertise from

25 years in finance, principal

investment and start-up

creation in Europe and North

America. She was previously

SID, Remuneration Committee

Chair and a member of the

Audit Committee of YouGov

Plc, a Non-Executive Director

of HSBC (UK) with

responsibility for Digital and

member of the Risk Committee,

and a Trustee of the National

Gallery. Her executive career

spanned decades in Private

Equity at Pallas, a Bank Fund

created with the past Chairman

of Bank Paribas, followed by

Talisman a Bain backed PE firm.

Rosemary is a Fellow at

Harvard University’s Berkman

Klein Center for Internet &

Society. She has extensive

experience in the technology

and digital fields, including as a

co-founding Director of the

World Wide Web Foundation.

Rosemary will retire from the

Board in July 2026.

Other appointments

Non-Executive Director

ofProton AG, Senior Adviser

to SandboxAQ, Motive

Partners, Ellison Institute of

Technology and Trustee

ofBAFTA

Joined Board: 2021

Matthew Lester has been

Chair of the Audit Committee

since July 2022. He is a senior

finance leader with extensive

public company experience,

having previously served as

Group Chief Financial Officer

of both Royal Mail plc and

ICAP plc. He also previously

served as a Non-Executive

Director of a number of large

UK plcs, including Man Group

plc and Barclays Bank plc.

Hecontributes a keen

knowledge of finance

mattersto the Board and

isachartered accountant.

Other appointments

Chair of Kier Group PLC

andCzarnikow

Joined Board: 2018

(Senior Independent Director)

Andrew Sykes has a wealth

offinancial services and non-

executive experience. He was

previously Chair of Smith &

Williamson Holdings Ltd,

andChair of SVG Capital plc.

Andrew spent 26 years of his

executive career at Schroders

PLC. He is an experienced

director of UK-listed

companies with a deep

knowledge of the financial

services sector and of

corporate governance

requirements, which, together

with his background as

asenior executive in the asset

management sector, has

proven to be invaluable in

helping oversee the Group’s

continued growth. He served

as Interim Chair of the

Company from March 2022

to January 2023. Andrew

isthe Non-Executive

Directorresponsible for

Employee Engagement.

Other appointments

Director of Alder Investment

Management Limited,

Governor of Winchester

College and member of

Nuffield College

InvestmentCommittee

Joined Board: 2017

Stephen Welton has over

25years’ experience in the

development capital and

private equity industry as

wellas angel investing. He was

the Founder of the Business

Growth Fund (BGF), the

UK’slargest growth capital

investor, Chief Executive from

its launch in 2011 until July

2020 and Chair from that date

until July 2023. He became

chair of the British Business

Bank, the UK's economic

development bank in

2023,and also served as

chairof the BGF Foundation.

Hepreviously spent over

10years at CCMP Capital.

Hehas also worked as the

Chair and Chief Executive

Officer of various growth

companies. His senior

executive roles and deep

investment experience mean

that he is well placed to

contribute to the Board on

matters relating to strategy

and business development.

Stephen will retire from the

Board in July 2026.

Other appointments

Chair of British Business

Bankplc

Vincent Mortier

Non-Executive Director

Joined Board: 2026

Vincent Mortier joined the

Board as the Amundi nominee

director on 31March 2026

and will be seeking election at

the Company’s 2026 Annual

General Meeting.

Vincent is a member of the

Amundi Global Management

and Executive Committees.

He has been Group Chief

Investment Officer of Amundi

since 2022, before which he

was the Group Deputy CIO

from 2015. Prior to Amundi

he worked at Société

Générale, holding several

senior roles including Chief

Financial Officer of the

GlobalBanking and Investor

Solutions division. Vincent’s

extensive experience in the

global asset management and

finance sectors will further

broaden the expertise of

theBoard and makes him

avaluable contributor to the

Board’s growth strategy.

Other appointments

Member of the Amundi

GlobalManagement and

Executive Committees

Joined Board: 2025

Robin Lawther joined the

Board as an Independent

Non-Executive Director on

1November 2025 and will

beseeking election at the

Company’s 2026 Annual

General Meeting.

Robin has significant

executive and non-executive

experience. She was

previously a Non-Executive

Director of Nordea Bank Abp,

M&G PLC, Oras Investments

and UK Government

Investments. Robin spent

over20 years at JPMorgan in

a number of senior roles in

Investment Banking in both

North America and Europe,

including as the Head of

European Financial Institution

Merger and Acquisitions

Execution Team. In addition,

Robin works with her own

privately owned student

housing developments in the

US and UK. Robin received

aCBE for services to finance

and diversity in the Queen’s

Birthday Honours 2020.

Other appointments

Non-Executive Director of

Standard Chartered PLC and

Ashurst LLP, as well as a

member of the Aon Global

Advisory Board

Robin Lawther CBE

Independent Non-Executive

Director

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Corporate governance statement

Remuneration

Committee

Composed of NEDs

Determines the Group’s

Remuneration Policy

Reviews the remuneration

of senior management

Committee liaises with:

– CPEAO

– General Counsel and

Company Secretary

Executive Directors

– Day-to-day authority (delegated from the Board) for the management of the Group and its business

General responsibility for:

The Group’s resources / Executing the approved strategy / Financial and operational control / Managing the business worldwide

Board of Directors

– Comprises the Chairman, Executive and Non-Executive Directors (NEDs)

– Has the authority to conduct the business of the Company in accordance with the Company’s constitutional documents

– Runs the Group for the long-term benefit of shareholders and other stakeholders

Corporate governance framework

Our governance framework

is predicated on effective

decision-making and

appropriate accountability.

The Committees’ terms of reference are

approved and reviewed by the Board on

aregular basis, most recently in May 2026.

The terms of reference are available on the

Group’s website, www.icgam.com/board,

orby contacting the Company Secretary.

The operations of the Committees were

reviewed as part of the internal Board

performance review completed in March

2026; theCommittees were found to be

operatingeffectively.

Audit

Committee

Composed of NEDs

Oversees external and internal

audit and the Group’s financial

reporting and disclosure

Committee liaises with:

– CFO

– Head of Finance

– Head of Shareholder Relations

– Head of Internal Audit

Nominations and

Governance Committee

Composed of NEDs

Evaluates the Board’s

composition, performance

and succession planning

Oversees the Group’s

culture and diversity and inclusion

initiatives

Considers candidates for

Board positions

Committee liaises with:

– CPEAO

– General Counsel and Company

Secretary

Risk

Committee

Composed of NEDs

Oversees the Group’s risk

management framework and

system of internal controls

Committee liaises with:

– Global Head of Compliance

and Risk

– Head of Risk

– General Counsel and

Company Secretary

– Head of Internal Audit

Read more on page 75 Read more on page 79 Read more on page 85 Read more on page 82

Transparency and integrity through the UK Corporate Governance Code

Throughout the year ended 31 March 2026, the Company applied the principles and complied with the applicable provisions of the UK Corporate Governance Code issued by the Financial Reporting Council (‘FRC’)

inJanuary 2024 (the ‘Code’). In respect of Provision 29, the Company has continued to apply the equivalent provision of the 2018 edition of the Code, with Provision 29 of the 2024 Code applying from FY27. Acopy of the

Code is available on the FRC’s website: www.frc.org.uk. During the year, the Board and its Committees have continued to enhance the Company's risk management and internal control framework. This has also involved

theassurance processes on material controls which will enable the required declaration on internal control effectiveness under Provision 29 of the 2024 Code ahead of the effective date and to be reported in FY27.

The Governance section of this report (pages 66 to 113) sets out how the Company has applied the Principles of the Code throughout the year.

Section 1:

Board leadership and

Company purpose

A Effective and entrepreneurial

Boardto promote the long-term

sustainable success of the Company,

generating value for shareholders

and contributing to wider society

B Purpose, values and strategy with

alignment to culture

C Governance reporting focused on

board decisions and their outcomes,

demonstrating how these support

delivery of Company strategy

andobjectives

D Effective engagement with

shareholders and stakeholders

E Consistency of workforce policies

and practices to support long-term

sustainable success

– Chair’s letter, see page 6

– Board engagement with key

stakeholders, see page 41

– Audit Committee report,

seepage75

– Risk Committee report, see page 79

– Conflicts of interest, see page 109

Section 2:

Division of

responsibilities

F Leadership of Board by Chair

G Board composition and

responsibilities

H Role of Non-Executive Directors

I Company Secretary

– Board composition, see page 69

– Key roles and responsibilities,

seepage 72

– General qualifications required of

allDirectors, see page 69

– Information and training, see

page74

– Board appointments and succession

planning, see page 82

Section 3:

Composition, succession

and evaluation

J Board appointments and

successionplans for Board and

senior management and promotion

ofdiversity

K Skills, experience and knowledge of

Board and length of service of Board

as a whole

L Annual evaluation of Board and

Directors and demonstration of

whether each Director continues

tocontribute effectively

– Board composition, see page 69

– Diversity, tenure and experience,

see page 69

– Board, committee and Director

performance evaluation, see

page74

– Nominations and Governance

Committee report, see page 82

Section 4:

Audit, risk and

internal controls

M Independence and effectiveness of

internal and external audit functions

and integrity of financial and

narrative statements

N Fair, balanced and understandable

assessment of the Company’s

position and prospects

O Risk management and internal

control framework and principal

risks the Company is willing to take

to achieve its long-term objectives

– Audit Committee report, see

page75

– Risk Committee report, see page 79

– Strategic Report, Managing Risk, see

page 34

– Fair, balanced and understandable

Annual Report, see page 113

– Going concern basis of accounting,

see pages 110 and 130

– Viability statement, see page 40

Section 5:

Remuneration

P Remuneration policies and practices

to support strategy and promote

long-term sustainable success with

executive remuneration aligned to

Company purpose and values

Q Procedure for Executive Director

and senior management

remuneration

R Authorisation of remuneration

outcomes

– Remuneration Committee report,

see pages 85 to 108

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Corporate governance statement continued

Board development and performance review

Induction programme

A detailed and bespoke induction is conducted for

every new Board member in order to give them

awell-rounded view of the business and the markets

they operate in. This takes place via a series of

structured meetings over a two- to three-month

period when the relevant Director is new to the

Board, as well as the provision of detailed briefing

documents and background information.

Ongoing training and development

A regular programme has been established to ensure

that all Board members remain up to date on both

business specific and general industry matters.

Thisis primarily done through the delivery of formal

Board presentations from business unit heads –

there is a detailed dive into one investment team’s

area at each Board meeting, while either the Board

or its Committees receive detailed and operationally

focused reviews from other areas. The Group’s

control functions also provide training on risk

together with legislative and regulatory

developments, and the training programme is

supplemented by presentations from external

advisers on matters such as takeover defence,

Market Abuse Regulation matters, sustainability

considerations and external market perceptions of

the Company. In addition, the Group monitors other

external training undertaken by the NEDs, often

from leading global advisory companies.

The Executive Directors attend Board training and

have also undertaken courses on compliance and

operational matters such as anti-money laundering,

anti-bribery and corruption and information security.

Each also receives formal and ad hoc updates on

statutory and regulatory developments, and leads

presentations and other training sessions for

otheremployees.

Board performance review

The Board reviews its own performance annually,

making an assessment of the effectiveness and

performance of the Board as a whole, its Committees

and each Director. Once every three years, this

exercise is conducted as a formal external review

ledby independent experts.

In the prior year, an external review was conducted

by Raymond Dinkin of Consilium Board Review,

anindependent consultancy (neither Mr Dinklin

orConsilium have any other connections with the

Company or any individual director). The externally

facilitated review concluded that the Board was

performing well and identified three areas of focus:

people, succession and culture; strategic priorities

for long-term growth; and scaling the business

andprocesses.

During the year, the annual Board performance

review was facilitated internally and was led

bytheChair. The Chair’s performance review was

performed by the Senior Independent Director

inconsultation with the other Directors. The

performance review reports concluded that the

Board and its Committees are working effectively,

efficiently and collaboratively, responded

proactively to issues which arise, and that each

Director continues to contribute effectively. Some

areas for greater focus were noted, but the review

concluded that there were no concerns in terms of

the Board’s operations, oversight of the business and

composition. The performance review concluded

that the findings of reviews from prior years had

been wholly or partially addressed.

Board oversight of culture

The Board oversees culture and employee

engagement across the Group, recognising that

astrong, inclusive culture that nurtures diverse

perspectives is vital to delivering growth

andperformance.

Our culture is built on shared values that

underpinour strategy and guide decision-making:

performance for our clients, entrepreneurialism and

innovation, ambition and focus, taking responsibility

and managing risk, and working collaboratively,

inclusively and with integrity.

How the Board embeds a culture aligned to our

purpose and values

We embed our culture through recruitment,

development and engagement practices that help

colleagues understand how our values shape the

waywe work.

A range of talent development programmes and

frameworks at ICG are designed to reinforce

leadership attributes and inclusive behaviours.

Ourglobal induction programme, which introduces

new joiners to ICG’s history, purpose, values,

andstrategy, and provides direct exposure to

seniorleaders.

For further details please refer to the ‘Employee

Development’ section within Our People on page 31.

Our Diversity & Inclusion policy promotes

arespectful, safe environment where concerns

canbe raised without fear. Regular town halls and

interactive sessions keep colleagues connected to

our strategy and help them understand how their

contributions support the Group’s success.

How the Board assesses and monitors culture

The Board monitors culture through a mix of formal

and informal mechanisms to ensure our values are

consistently applied across the business. Employee

sentiment is assessed through our annual global

Pulse Survey, which in June 2025 maintained

a79%participation rate and overall engagement

score of 7.3/10. Survey insights were supplemented

by focus groups and manager-led discussions to

inform actions across the firm.

Our Designated Non-Executive Director for

employee engagement, Andrew Sykes, regularly

meets colleagues to gather qualitative insights and

reports these to the Board. Additional engagement

by NEDs with senior leaders provides a continuous

view of cultural alignment. Our Speak Up Policy and

EthicsPoint platform support a safe, confidential

route for raising concerns, reinforcing openness and

integrity. During the year, all concerns raised were

appropriately investigated, and action was taken

where matters were substantiated. The Board also

reviews culture indicators through investment

dashboards, risk metrics and structured reporting.

Cultural alignment is assessed as part of the

Boardeffectiveness review. The Nominations and

Governance Committee oversees D&I initiatives,

while the Remuneration Committee ensures that

payand reward remain aligned with our values.

Anti-bribery and corruption

We are committed to ethical business across all our

operations and investments. As set out in our Anti-

Bribery and Corruption Policy, it is our policy never

to offer, request or receive bribes, and to refuse any

request to pay them. We actively seek to reduce

opportunities for corruption. We do not invest in

companies or projects that engage in corruption or

appear to have a high risk of such behaviour and we

investigate and deal with all reported or identified

cases of corruption in line with our Policy. The Policy

applies to all entities within the Group wherever we

do business. No cases of corruption were reported or

identified during the year.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Director induction, development and culture

Dear shareholders

I am pleased to present the Committee’s report for

the year ended 31 March 2026. Separate sections on

Committee governance, Review of the year, External

Audit, Internal Controls and Internal Audit follow.

This Committee is responsible for ensuring the

Group has an appropriate and effective system of

internal controls over reporting, including financial

reporting (ICFR).

The Committee and management have continued to

work closely on developing information to support

the effectiveness assessment of the key ICFR.

TheCommittee received independent assurance

from Internal Audit on the design and operating

effectiveness of these key internal controls.

Assets under management (AUM) is a key

performance measure for the Group. Although it is

an unaudited metric, the controls supporting it are

included in the assessment of key ICFR. This year,

the Committee focused on ensuring these

controlsare fit for purpose, particularly for

externalreporting.

This Committee plays a key role in ensuring

thattheGroup’s reporting is fair, balanced and

understandable. We carefully consider the content

of the Annual Report and Accounts, and other

financial reports, to ensure that we are satisfied

thatall requirements are met.

In the current year, we reviewed the change in

estimate in respect of the recognition of performance

fee revenue, noting the removal of management

judgement on the commencement of recognition

ofrevenue. We also considered the impact of

including Fee-Related Earnings within our

financialdisclosures.

We assessed the various shareholder materials

published in respect of those changes to ensure that

these were fair, balanced and understandable.

A high-quality external audit is a key component in

supporting work of the Committee. The Committee

recognises the importance of effective engagement

between the auditor, management and those

charged with governance in achieving this.

Duringthe year the Committee has continued to

receive reports on ongoing engagement between

management and the external auditor. The

Committee has also further enhanced its procedures

to assess effectiveness.

The Audit Committee has continued to coordinate

with the Risk Committee and the Remuneration

Committee with the aim of effectively covering

pertinent topics in the most suitable forum.

The Committee plays an important role in assisting

the Board in its oversight responsibilities for the

integrity of financial reporting, the effectiveness of

internal controls over reporting, including financial

reporting, and assessment of quality of the assurance

functions. I would be pleased to discuss the

Committee’s work with any shareholder.

Matthew Lester

Chair of the Audit Committee

20 May 2026

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Audit Committee report

Supporting disciplined

growth through robust

financial reporting

Committee members

Matthew Lester (Chair)

Sonia Baxendale

Rosemary Leith

Andrew Sykes

How the Committee spent its time

Financial and management reporting, including

key management judgements

40%

Annual Report, including fair, balanced and

understandable assessment 10%

External audit 15%

Internal audit

25%

Other 10%

Committee roles and

responsibilities

The Committee members have a wide range

ofbusiness and financial experience, including

accounting and auditing, risk management, asset

management and investment, regulation and

compliance, M&A, tax and international business

practices. These skills ensure the Committee has

the relevant sector competence to enable it to

fulfilits terms of reference in a robust and

independent manner. In particular, Matthew Lester

has considerable experience as a CFO, Chair and

Audit and Risk Committee Chair. The Board

considers that he has recent and relevant

financialexperience.

Governance

– Committee governance

– Best practice developments

– People and business changes

Financial reporting

– Content and integrity of annual and other

periodic financial reporting

– Application of Alternative Performance

Measures and reconciliations to IFRS

reportedfinancials

– Annual Report presentation: fair, balanced

andunderstandable

Accounting policies

– Key accounting judgements and estimates

– Going concern and viability

External audit

– Appointment and remuneration of

externalauditors

– Independence and objectivity

– Audit scope, quality and effectiveness

– Audit firm and leadership rotation and

tenderprocess

Internal controls and internal audit

– Financial operations: leadership, effectiveness

– Framework of internal controls over

financialreporting

– Scope, planning, activities and resources

ofInternal Audit

Significant matters

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Audit Committee report continued

In addition to the significant matters detailed above the Committee maintained a rolling agenda of items for its review including auditor independence and external audit effectiveness, internal audit, capital strategy, risk and

treasury management capabilities, financial and management reporting (including any changes to the Group’s accounting policies), accounting developments, relevant people changes, the going concern concept of accounting

(see pages 110 and 130, the viability statement (see page 40), the Auditor’s Report (see page 114), the Auditor’s management letter and the fair, balanced and understandable assessment of the AnnualReport. No issues of

significance arose.

Objective and significance Progress Conclusion

Key Management

Judgement:

Alternative Performance

Measures

Alternative performance

measures (APM) can add insight

to theUK-adopted IAS reporting

and help to give shareholders

afuller understanding of the

performance of the business.

We discussed the use of alternative performance measures with the

Executive Directors and reviewed their continued appropriateness and

consistency with prior years.

We considered the impact of including Fee-Related Earnings as a key APM.

We received additional internal assurance over the processes and controls

implemented by management over AUM.

We were satisfied that APM, which are widely used in the asset

management industry, can provide insight into performance from

the perspective of our shareholders and other stakeholders.

A review of the APM was undertaken and we were satisfied that

they did not detract from UK-adopted IAS measures and were:

sufficiently defined; consistently applied; and, where relevant,

reconciled to UK-adopted IAS measures.

Key Accounting Judgements

and Estimates:

Consolidation of investment

structures

The Group holds investments in

anumber of structured entities

which it manages. Judgement is

required in assessing whether

these entities, and their

investments, are controlled by

theGroup and therefore need to

be consolidated into the Group’s

financial statements.

We challenged the information analysed by management to assess which

funds, carried interest partnerships, and portfolio companies are controlled

by the Group or over which the Group exercises significant influence.

We concluded that the Group controlled 18 seed investment-

related entities, 24 funds and two carried interest partnerships.

TheGroup exercised significant influence over seven other entities

during the financial year. Accordingly, the controlled entities have

been consolidated into the Group’s financial statements.

Based on our inquiries of the Executive Directors and external

auditors, we concluded our policies are being properly applied in

areas such as assessing control and significant influence.

We concluded that the areas of judgement (see page 129) are

properly explained.

Key Accounting Judgements

and Estimates:

Investment valuation

Investments are mainly

unquotedand illiquid, therefore

considerable professional

judgement is required in

determining their valuation.

The Committee reviewed the conclusions of the Group Valuation

Committee, carefully considering the impact of the current economic

environment on the judgement required.

The Committee inquired into the progress of ongoing asset realisations

after the year end as an indicator of the reliability of the valuation process.

In our review of the financial statements we were satisfied that

sufficient disclosures had been provided on the estimates and

judgements made in determining the value of the portfolio.

Key Accounting Judgements

and Estimates:

Revenue recognition

Revenue recognition involves

certain estimates and

judgements, particularly in

respect of the timing of

recognising performance

fees,which are subject to

performance conditions.

We reviewed the change in estimate in respect of the recognition of

performance fee revenue, noting the removal of management judgement

on the commencement of recognition of revenue.

We reviewed the revenue recognition of performance fees and investment

income to confirm that the treatments were consistent with the Group’s

accounting policies.

The Committee concluded that revenue has been properly

recognised in the financial statements.

See note 3 to the financial

statements and the

Auditor’s Report on

page114

See notes 5 and 9 to the

financial statements and

the Auditor’s Report on

page 114

See note 27 to the

financial statements

See KPIs on page 17 and

the Finance review on

page 18

External Audit

In accordance with the UK Corporate Governance

Code, this report sets out how the Committee has

applied the FRC Audit Committee Minimum

Standard during the year. In addition, we complied

with all aspects of the Competition and Markets

Authority Statutory Audit Services Order during

theyear.

Appointment and rotation

Under applicable legislation, listed companies are

required to submit their external audit to tender at

least every 10 years and to rotate the external audit

firm at least every 20 years. The Group’s policy is

tocomply with these maximum permitted periods,

reflecting a fair balance between the costs and

disruption of a tender and the benefits of apotential

fresh pair of eyes and challenge, and for the external

audit firm to be rotated at least every 20years. EY

were first appointed pursuant to atender process for

the financial year ended 31March 2021. The next

tender must be completed for the financial year

ended 31 March 2031.

Execution, quality and effectiveness

The Committee discusses and agrees the scope

ofthe audit prior to its commencement.

The Committee reviews with EY the risks of material

misstatement of the financial statements and

confirms a shared understanding of these risks.

While planning the audit, EY sets out the key tests

that they perform on the higher-risk areas, and the

Committee provides input on areas that it wants to

receive particular attention.

The Committee Chair meets the lead audit partner

toreview Group developments and audit progress.

The Committee also discusses with EY, prior to

recommendation of the financial statements to the

Board, the audit findings, including audit differences,

and observations on internal controls, operations

and resources. This includes discussions in private

sessions without the Executive Directors present.

In assessing the quality and effectiveness of the

external audit, the Committee considers the audit

team’s demonstrated competence, experience,

diligence, objectivity, professional scepticism,

current knowledge and its relationship with the

Executive Directors and senior management.

Inparticular, the Committee assesses the depth

ofreview and level of challenge provided by the

external auditors over the significant judgements

and estimates made by management.

The Committee observed healthy debate initiated by

EY, and received high-quality reports with detailed

information on the scope and results of their work,

including challenge to management judgements,

estimates and assumptions. The Committee gained

valuable insight from EY on the nature of operations

underlying the Group’s production of financial

information, and received a current assessment

ofinternal controls over financial reporting, to the

extent observed as a by-product of their audit of the

consolidated financial statements.

The overall assessment of audit quality includes

anannual evaluation of the independence and

objectivity of the external auditor and the

effectiveness of the audit process, taking into

consideration relevant professional and regulatory

requirements. This assessment is based in part on

results of observation, inquiry and challenge,

throughout the year, as well as periodic reflection

and input collected separately from Committee

members, Executive Directors and other relevant

senior management. The annual evaluation of EY was

undertaken by the Committee in September 2025.

In addition to the annual evaluation and regular

review of reports and the working practices of

theEYaudit team, the Committee undertakes an

ongoing assessment of external audit quality and

effectiveness including, but not limited to,

thefollowing:

– The content of EY’s annual Transparency Report

which sets out their commitment to audit quality

and governance

– Insights arising from the Audit Quality Review

team (AQRt) of the Financial Reporting Council’s

annual audit of a sample of EY’s audits. Following

discussion with EY, insofar as any issues might be

applicable, the Committee determines that EY

hasproper and adequate procedures in place

fortheaudit

– The formal terms of engagement with the auditor,

and the audit fee. The Committee determined

thatthe Group audit fee of £2.4m (2025: £2.3m)

appropriately reflected the scope and complexity

of the work undertaken by EY

On the basis of this review and our ongoing

interactions and observations, the Committee

remains confident in EY’s work and the Committee

are satisfied that the audit is probing, challenging and

effective and that the approach provides a reliable

audit opinion with a reasonable expectation of

detecting material errors, irregularities and fraud.

The Committee has therefore recommended to the

Board that EY be reappointed as auditor for the next

financial year and the Board has accepted this

recommendation. A resolution proposing EY’s

appointment will be put forward to shareholders

atthe 2026 AGM.

Non-audit services

The Board has an established policy setting out

whatnon-audit services can be purchased from

thefirm appointed as external auditors. A copy

ofthepolicy can be found on the Group’s website,

www.icgam.com/auditor-independence. The

Committee monitors non-audit services provided

tothe Group by EY to ensure there is no impairment

to their independence or objectivity.

During the year, the Group paid £0.4m (2025: £0.4m)

to EY for the provision of corporate non-audit

services. Of these fees, £0.2m (2025: £0.2m) is in

respect of services in their capacity as auditor. The

ratio of non-audit services to 70% of audit fees on

athree-year rolling basis was 0.14:1 (2025: 0.15:1).

Adetailed analysis of fees paid by the Group to EY is

shown in note 11 on page 148.

The Committee is satisfied that the services

provided do not impair the independence of the

external auditors.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Audit Committee report continued

Internal controls

Risk management and internal control matters are

the responsibility of the Group’s Risk Committee.

Itsreport is set out on page 79.

The Group has an established control framework,

designed to manage but not eliminate risks and

provide reasonable but not absolute assurance

against material losses or misstatements. Further

detail is provided in the Risk Committee report on

page 79.

Effectiveness of controls

The Committee reviews the effectiveness of the

financial control environment on behalf of the Board,

including controls over our financial reporting and

the preparation of financial information included in

the Annual Report, taking into consideration the

reports from internal audit, any areas where there

has been a reported breach of an internal control

andinput from external sources, in particular

theauditors.

The Committee works closely with the Risk

Committee to review the system of internal controls

through its review of the system of internal controls

over financial reporting (see page 79).

The Committee reviews the operation of the finance

function to ensure it is sufficiently resourced and has

the appropriate processes and controls over financial

reporting to fulfil its duties.

Internal Audit

The Group has an internal audit function led by an

experienced Head of Internal Audit, reporting to the

Chair of the Audit Committee. The Head of Internal

Audit has access to external service providers with

specialised skills, to augment internal resources

asneeded.

Approach

In conformity with the Financial Services Code

(Guidance on effective internal audit in the financial

services sector), a risk-based planning process is

performed annually. This includes consideration

ofbusiness objectives and a focus on those risks

identified as being most likely to impact delivery

ofthe Group’s strategy.

The resulting plan is reviewed and approved by the

Committee, with regular updates provided. This is

kept under constant review, with any significant

changes recommended to the Committee

forapproval.

The Group has a number of regulated entities

thathave specific requirements for internal audit

activities. These requirements are taken into account

in the planning process and, as appropriate, relevant

reports on audit scope and findings are shared with

the Boards of the regulated subsidiaries.

Execution

The Committee considered and approved the

updated internal audit strategy and plan for financial

years 2026 and 2027. Updates on delivery of this

plan, together with related status of remedial

actions, are reported at each meeting of

theCommittee.

During the year, in accordance with the plan, 25 risk-

based reviews were completed, responded to by

management and reviewed by the Committee. We

pay particular attention to identified themes across

the business, relative importance and relationship of

findings, recommended and agreed remedial actions,

and compliance with timescales for resolution and

follow-up.

The Committee is satisfied that delivery of the

approved internal audit strategy and plan is

providing timely and appropriate assurance on the

controls in place to feasibly manage the principal

risks to the Group.

Effectiveness and independence

The Committee monitors the effectiveness of

Internal Audit within the context of the function’s

charter and stakeholder expectations. The

Committee will periodically request an independent

party to perform an external quality assessment of

Internal Audit.

In the current period, the Committee concluded that

the Internal Audit function is operating effectively,

atthe present level of operations. We continue

tomonitor resourcing in view of regulatory

development and business growth.

The Committee also reviewed the independence

ofthe Internal Audit function and concluded that it

remained so.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Audit Committee report continued

Dear shareholders

I am pleased to present the Risk Committee’s report

for the year ended 31 March 2026.

The Committee’s primary focus is to oversee and

strategically challenge the Group’s risk management

framework, ensuring alignment with the expectations

of our shareholders, regulators and clients.

Throughout the year, the Committee has maintained

a proactive approach to monitoring the Group’s risk

profile, ensuring exposures remain within the Board-

approved risk appetite. This has been achieved

through comprehensive top-down and bottom-up

assessments, coupled with robust monitoring of

principal risk metrics and analysis of emerging risks.

Working closely with senior management, we have

continued to enhance our internal control

environment to support the Group’s growth.

The successful deployment and implementation

ofour global Governance, Risk & Compliance (GRC)

system provides a scalable platform for effective risk

management and control assessment and monitoring.

The consolidation of the second line into a global

Chief Control Office has strengthened

cross-functional synergies, improved information

flows, and enhanced the Committee’s ability to deliver

scalable consistent, independent risk oversight.

We have closely monitored the impact of

significantgeopolitical developments on our

strategic positioning and risk profile. While these

events have contributed to heightened market

uncertainty, our diversified business model and

disciplined investment management process and

riskmanagement practices have demonstrated

resilience. We remain vigilant in assessing potential

implications for our investment strategies, clients,

and portfolio companies. We are confident in the

Group’s ability to navigate this landscape effectively,

underpinned by our robust capital structure and

proactive investor engagement strategies.

Looking ahead, the Committee will continue to

prioritise the monitoring of emerging risks, with

aparticular focus on the regulatory change, the

velocity of impact of geopolitical change and

developments and change in sustainability related

matters and strengthening and expanding of

cyberrisk management framework .

As I step down from the role of Chair of the Risk

Committee, I would like to thank my fellow

Committee members and management for their

support during my tenure. I am delighted to welcome

Sonia Baxendale as Chair and look forward to seeing

the Committee continue its important work under

her leadership.

The Risk Committee remains committed to fostering

aproactive risk culture, ensuring the Group is well-

positioned to navigate the challenges and opportunities

that lie ahead. We will continue to work collaboratively

with the Audit Committee and the Remuneration

Committee to provide effective oversight and ensure

alignment of our strategic objectives. I would welcome

the opportunity to discuss the Committee’s work

with any shareholder.

Rosemary Leith

Chair of the Risk Committee

20 May 2026

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Risk Committee report

Protecting performance

and resilience through

proactive risk oversight

Committee members

Rosemary Leith (Chair)

Sonia Baxendale

Virginia Holmes

Matthew Lester

How the Committee spent its time

Principal and emerging risks identification

and management

40%

Internal Capital Adequacy and Risk Assessment 20%

Assessment of the Group’s control environment 20%

Oversight of Chief Control Office initiatives

15%

Other 5%

Committee roles and

responsibilities

The role of the Committee is to support the Board

in identifying and managing risk, complying with

regulations, and promoting good conduct.

Principal and emerging risks

– Identification and management of principal risks

– Risk appetite and tolerances

– Identification and monitoring of emerging risks

Governance

– Committee governance

– Oversight of risk and compliance policies

– Best practice and governance code

developments

Risk management framework

– Effectiveness of risk management systems

– Group operational resilience and control

environment assessment

– Risk function resourcing

Regulatory risks

– Impact assessment and implementation of

regulatory change

– Internal capital adequacy and risk assessment

(ICARA)

– Compliance and risk function resourcing

Significant matters

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Risk Committee report continued

Matter Considered Objective and significance Progress Conclusion

Chief Control Office To ensure effective oversight following the consolidation

ofthe second line of defence into a unified Chief Control

Office (CCO). This integration brought together the risk,

financial crime prevention and compliance verticals;

strengthening collaboration, improving information flows,

and creating synergies across control functions.

The Committee maintained a rolling agenda of items for its review, including

the adequacy of resourcing in the Compliance and Risk functions, updates

onkey policies and a review of the annual Compliance plan, annual policy

review and the Money Laundering Officer’s report. The CCO will continue

toenhance the insights presented to the Committee on a regular basis.

The Committee assessed that the unified

structure enhances the Group’s ability to

consistently identify, challenge, and monitor risks

while maintaining independence. The Committee

Chair meets privately with the Co-Chief Control

Officers on quarterly basis.

Principal and

emergingrisks

Identifying and monitoring principal and emerging

risksenables the organisation to maintain an accurate,

forward-looking view of its risk profile and to act promptly

when conditions change. Its purpose is to ensure risks

remain within the Board approved appetite and that

controls operate effectively. This oversight is essential to

fulfilling the UK Corporate Governance Code requirement

for Boards to monitor and review the effectiveness of their

risk management and internal control framework.

We automated the reporting of risk appetite metrics across all principal

risks, improving consistency, timeliness, and Board visibility. We also

enhanced emerging risk monitoring by introducing a more structured

assessment approach and formally linking emerging risks to the principal risk

framework, strengthening early warning capabilities and ensuring a more

coherent view of the Group’s evolving risk profile.

The Committee confirms that it has undertaken

arobust assessment of the emerging and

principal risks.

Risk Management

Framework

The objective of the risk management framework is to

ensure that the Group maintains a coherent, scalable, and

operationally effective structure for identifying, assessing,

and managing risks as the business grows in scale and

complexity. A well-designed framework enables risks to be

consistently evaluated against the Board-approved appetite

and ensures that controls, systems, and governance

processes remain fit for purpose across financial,

operational, reporting, and compliance domains.

An update on the continued enhancement of the global GRC system which

represents a strategic step forward in the Group’s approach to managing

risk, strengthening governance and drive value across multiple functions.

The Group’s 2025 ICARA, on which the Committee carried out a detailed

review and was satisfied that the operational risk and financial stress

scenarios were appropriately calibrated and also stressed the particular

vulnerabilities of the Group.

The results of an internal exercise conducted to test the Group’s strategic

resilience through a simulated crisis response. The exercise noted that there

were no material gaps in the crisis management of the Group, however

minor enhancements were recommended.

The annual Information Technology and Cyber update received from the

Group’s Cyber Security Lead, which covered the cyber security standards,

security protection tools, ongoing detection, and monitoring of threats, and

testing of cyber response and recovery procedures.

The Committee reviewed the effectiveness of

the Group’s Risk Management Framework and

internal control system and confirm that no

significant failings or weaknesses have

beenidentified.

Corporate

Governance Code

The Risk Committee is provided with several risk reports,

which it uses to review the Group’s risk management

framework on an ongoing basis and works closely with the

Audit Committee to review the system of internal controls.

The reports enable the Committees to develop a cumulative

assessment and understanding of the effectiveness with

which internal controls are being managed and risks are being

mitigated by management across the Group.

As part of their review, the Committees consider whether the processes in

place are sufficient to identify all material controls, defined as those critical

to the management of the principal risks of the business, including the risk

offraud. Additional reporting on the effectiveness of material controls is

provided to the Risk Committee and the Audit Committee on an annual basis

to support the review of the effectiveness the Group’s risk management and

internal control systems. An internal and external operating effectiveness

assurance programme is implemented throughout the financial year to

ensure coverage across material controls and fraud controls.

The Risk Committee will continue to receive

updates on the scope and assurance coverage

ofthe Group’s annual Material Controls

Assessment, and Fraud Risk Assessment to

ensure the ongoing improvement of the Group’s

control environment.

See Managing Risk

on page 34

See Managing Risk

on page 34

See Corporate

Governance

Framework on

page72

Governance of risk

The Committee is mandated by the Board to

encourage, and seek to safeguard, high standards

ofrisk management and effective internal control

across the Group.

Summary of meetings in the year

The Committee held four meetings during the year.

In the ordinary course of business, the Committee

receives a report from the Chief Control Office

providing an assessment of each principal risk vs

appetite metrics, key risk events, emerging risks

analysis, actions taken or being taken to manage

therisks, ongoing activity to enhance and develop

the Group’s RMF as well as the global compliance

assessment and implementation of relevant

regulatory developments.

Internal Audit and Chief Control

Officemonitoring

Internal Audit and Chief Control Office work closely

together to ensure appropriate coverage of the

Group’s activities.

The Committee supported the Audit Committee in

its oversight of the internal control effectiveness

assurance and for internal audit programme (see

page 78), which is risk-based. It is designed to permit

changes to the programme in the light of changed

circumstances. In conjunction with the Audit

Committee, the Committee reviews the proposed

compliance monitoring to be undertaken during the

following fiscal year and at each of its subsequent

meetings receives any relevant update.

Where there is a perceived overlap of

responsibilities between the Audit and Risk

Committees, the respective Committee Chairs will

have the discretion to agree the most appropriate

Committee to fulfil any obligation. During the year

the Committee ensured that appropriate monitoring

was undertaken. No significant matters of concern

were identified.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Risk Committee report continued

Dear shareholders

I am pleased to present the Nominations and

Governance Committee report for the financial year

ending 31 March 2026. Good governance requires

the appropriate balance of skills, diversity of thought

and experience, independence and knowledge on the

Board, making the work of the Nominations and

Governance Committee a key part of our oversight.

The Committee’s main focus during the year was

inrespect of the search for NEDs to be appointed.

The Committee continues to consider long-term

Board succession planning and to enhance the

diversity of the Board while expanding and

diversifying its current skill set. We were delighted

towelcome Robin Lawther as a NED on 1 November

2025. Her expertise and perspective across a range

of business areas and geographies will be of great

value to ICG as we continue to pursue our strategy.

Subsequently, we were also pleased to announce the

appointment of Jonathon Bond as a NED, joining the

Board on 1 April 2026. He brings extensive global

experience in the private equity industry, coupled

with a strong track record in advancing sustainability

and responsible investment – expertise that will be

invaluable as the Company continues to pursue its

growth ambitions. These appointments were made

with a view to longer term succession planning,

recognising that several directors will retire from

theBoard in 2026 and 2027 and ensuring that we

remain well set to meet future challenges. As well as

Stephen Welton and Rosemary Leith who will retire

this summer, Andrew Sykes will retire during the

year and we currently anticipate that Virginia

Holmes, having exceeded nine years’ tenure in FY27,

will remain on the Board in the interests of an orderly

handover of responsibilities to her successor as

Remuneration Committee Chair, and will step

downbefore or at the 2027 AGM. These retirements

have been factored in to our consideration of

recentappointments.

The Committee sought support from executive

search consultants, Russell Reynolds Associates, to

assist with the appointment of Robin Lawther and

Jonathon Bond. Russell Reynolds Associates have no

connection with the Company (other than assisting

with recruitment), nor with any individual director.

The Board was delighted to welcome Vincent

Mortier to the Board on 31 March 2026, as the

Amundi nominee director. His extensive experience

in the global asset management and finance sectors

will further broaden the expertise of the Board.

The Committee also monitors feedback from

employees gained through focus group sessions led

by the NEDresponsible for liaising with employees

inorder to gain insight into the culture of the

Company. Employee views remain key to our

Committee. During the year, the Committee also

heard from management on the results of a detailed

exercise onexecutive succession planning for key

individualsand ensuring development and training

opportunities for key talent. NEDs have worked

closely with the Chief People and External Affairs

Officer with a focus on developing our employees,

particular emphasis has been placed on enhancing

bench strength across theorganisation, including the

development of targeted development programmes

for leadership, newly promoted individuals and

emerging future leaders.

A range of talent development programmes and

frameworks at ICG are designed to reinforce

leadership attributes and inclusive behaviours and

the Committee takes a strong interest in the success

of these.

The output from the recent Board performance

reviewis always front of mind for the Committee as we

consider the composition our Board in the context of

our business and strategy. These results help to shape

our thinking as we consider succession for our Board.

I would be pleased to respond to any shareholder

questions about the Committee’s work .

William Rucker

Chair of the Nominations and Governance Committee

20 May 2026

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Nominations and Governance Committee report

Sustaining effective

governance through

strong succession

and oversight

Committee members

William Rucker (Chair)

Virginia Holmes

Matthew Lester

Robin Lawther

Andrew Sykes

Stephen Welton

Vincent Mortier

How the Committee spent its time

Assessing board/committee composition

20%

Search progress 60%

Consideration of directors for reappointment 10%

Employee engagement

10%

Committee roles and

responsibilities

The role of the Committee is to oversee the

membership of the Board to ensure a balance of

skills, diversity and experience among the Directors,

and to oversee senior management succession

planning and the governance practices and processes

of the Group. A sub-committee of the Committee

provides oversight of, and strategic views in respect

of, the making of carried interest investment by the

Group’s employees in funds managed by the Group.

Culture, diversity and inclusion

– Employee engagement and development

– Board and senior employee diversity

Succession planning

– NED, Executive and senior management

succession planning

– Talent development

Director skills and experience

– Director induction

– Director training

Appointments

– NED appointments

– Board composition

Significant Matters

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Nominations and Governance Committee report continued

Objective and significance Progress Conclusion

Appointing Jonathon Bond

as a new Independent Non-

Executive Director

To lead a rigorous and transparent

process for the appointment of an

independent Non-Executive Director,

in line with Principle J of the UK

Corporate Governance Code,

strengthening the succession of the

Remuneration Committee Chair and

promoting the Board’s long-term

sustainable success. The Committee

sought a candidate whose skills,

experience and values aligned with

theGroup’s strategic priorities.

Working with Russell Reynolds Associates as external search advisers,

theBoard evaluated a longlist and shortlist of candidates, supported by

structured interviews with the Chair and other Directors. Jonathon Bond

emerged as the preferred candidate, reflecting his over twenty-five years

of experience in the private equity industry across the UK, Europe and Asia,

and his strong track record in raising standards of sustainability and

responsible investment.

The Committee recommended the appointment of Jonathon Bond

as an Independent Non-Executive Director and Remuneration

Committee member, determining that he met the independence,

capability and diversity-aligned criteria under the Code. The Board

unanimously supported the appointment, in accordance with the

Board’s succession plan.

Assessing whether the

Board and its Committees

remain appropriately sized,

skilled and balanced

To assess whether the Board and its

Committees remain appropriately

sized, skilled and balanced to support

the Company’s long-term success,

consistent with the Code requirement

for Boards to maintain an effective

combination of skills, experience,

knowledge and diversity, and to ensure

orderly succession planning and annual

re-election assessments.

The Committee reviewed the overall size and composition of the Board

andits Committees, noting a broad and balanced skill set. The Committee

recognised that the recent appointments of Robin Lawther and Jonathon

Bond supported long-term succession planning, including in terms of

Committee leadership, particularly in view of the anticipated retirement

oflonger-serving Directors.

The Committee concluded that the Board and its Committees

currently possess an appropriate size, skills and composition,

witheffective succession planning underway. It further concluded

thateach Director considered meets the requirements to be

recommended for re-election or election at the forthcoming AGM.

The Committee therefore agreed to recommend that the Board

approve the inclusion of the relevant resolutions in the Notice

ofAGM.

Reviewing NED Skills,

Independence and AGM

Election and Re-Election

Recommendations

To confirm that all Independent

Non-Executive Directors remain

effective, independent and

appropriately skilled, and to determine

whether each Director should be

recommended for re-election at the

forthcoming AGM, ensuring continuity,

strong governance and sustained

Board effectiveness.

The Committee noted that all Directors continue to maintain up-to-date

skills and knowledge through ongoing training and development, and

confirmed that the external positions held by each NED raised no concerns

regarding independence or time commitments. In forming its AGM

re-election recommendations, the Committee considered the outcomes

ofprior Board and Committee performance reviews, Executive Directors’

performance appraisals, Directors’ ongoing CPD, time commitments and

the overall balance of skills and experience on the Board, all of which

indicated that each Director continues to contribute effectively.

The Committee concluded that all Directors continue to perform

effectively, are appropriately skilled and experienced and continue

to allocate sufficient time to discharge their responsibilities

effectively. As part of its deliberations, the Committee gave

particular consideration to Virginia Holmes, who was appointed

tothe Board in March 2017 and will therefore have served on

theBoard for over nine years by the time of the 2026 AGM.

TheCommittee noted that, notwithstanding her length of tenure,

Virginia continues to demonstrate clear independence of character

and judgement. Having given careful consideration to the matter,

the Board considers that Virginia continues to be independent and

that her continued membership of the Board is in the best interests

of the Company The Board therefore concluded that all Directors

meet the requirements to be recommended for election and

re-election at the upcoming AGM.

See Director Induction

and Development on

page 74

See Board of Directors on

pages 70-71

Summary of meetings in the year

The Committee considered and discussed the

following significant matters:

– Whether it may be appropriate to appoint further

NEDs to the Board to supplement the existing skill

sets and diversity of experience of the Board to

assist with long-term succession planning. It was

concluded that an appointment should be made,

and a search was launched.

– A detailed review of succession planning in respect

of senior positions, including each Executive

Director and other key leadership personnel.

– The employee engagement NED, Andrew Sykes,

provided insights on the culture of the Group and

other feedback from the ongoing informal

engagement programme. This was based on his

engagement during the year with several groups

and included the views of a wide range of

employees drawn from a number of the different

geographies in which the Group is active. He has

regularly met employees virtually or in person in

groups of 10-12 and sought their views on a range

of issues; more details are provided on page 31.

Diversity

The Company’s firm principle is that each member

ofthe Board and each Committee must have the

skills, experience, knowledge and overall suitability

that will enable each Director to contribute

individually, and as part of the Board, to the

effectiveness of the body on which they sit. ICG

believes that diversity of experience and approach,

including background, gender, age and geographic

provenance among Board members is of great value.

ICG’s priority is to ensure that the Board continues

to have strong leadership and the right mix of skills

todeliver the business strategy. Within this context,

the composition of the Board and its Committees will

necessarily vary from time to time.

The Board updated its Board Diversity policy in

March 2025 (which applies to the Board and its key

committees) and this can be found on our website at

www.icgam.com/policies. This emphasises the

importance of diversity of all types at Board level.

Through its succession planning, the Committee

gives due consideration to the diversity of the Board

and its Committees. Prior to any appointment to the

Board, the Committee considers the combination of

skills, experience, independence and knowledge

appropriate to the role as well as demographics

including gender, ethnicity, age, disability, sexual

orientation, geographical provenance, educational,

professional and socio-economic background.

Appointments are made on merit against

objectivecriteria, while recognising the value

ofdiverse perspectives.

The Board has established measurable objectives,

including aspiring to meet targets set out in the UK

Listing Rules, along with the recommendations of the

FTSE Women Leaders Review for gender diversity

and the Parker Review for ethnic diversity (see page

93 for further details). Atthe Company’s chosen

reference date, 31 March 2026, and in line with

UKListing Rule 6.6.6(9), ICG confirms that it has

metthe targets of having at least 40% female

membership onthe Board and at least one individual

on the Boardfrom a minority ethnic background.

Since the appointment of Jonathon Bond to the

Board on 1April 2026, the percentage of women on

the Board is 38.5%. We are aware that we do not

currently meet the target of the UK Listing Rules in

respect ofhaving at least one of the positions of

Chair, ChiefExecutive Officer, Senior Independent

Director (“SID”) orChief Financial Officer being held

by a woman. TheBoard is committed to promoting

diversity and inclusion in the boardroom when

vacancies arise, including through the appointment

of a successor to Andrew Sykes as SID. In this

context, the Board intends to appoint a female SID,

subject to the appointment of a suitably qualified

candidate under the Board’s merit-based selection

criteria. We aim to meet industry targets and

recommendations where possible and appropriate.

Initiatives to promote the gender balance of

employees in senior management positions are

setout on page 32.

Gender and ethnicity data relating to the Board

andexecutive management was collected using

astandardised process managed by the Company

Secretary. Each Board member was requested to

disclose information on a confidential and voluntary

basis, through which the individual self-reports their

ethnicity and gender identity (if they wishto).

Board member roles

The Chair is responsible for: organising the business

of the Board; ensuring its effectiveness and setting

its agenda; and effective communication with the

Group’s shareholders and other stakeholders.

In accordance with the Code, the Board has adopted

a formal division of responsibilities between the

Chair and the CEO, so as to establish a clear division

of responsibilities between the running of the Board

and the executive responsibility for the running of

the Company’s business.

The Chair, William Rucker, was considered

independent at the date of his appointment as

Chairand continues to be considered as such.

The Board has delegated the following

responsibilities to the Executive Directors:

– The development and recommendation of

strategic plans for consideration by the Board

– Delivery of objectives and priorities determined

bythe Board

– Implementation of the strategies and policies

ofthe Group as determined by the Board

– Monitoring of operating and financial results

against plans and budgets

– Monitoring the quality of the investment process

– Developing and maintaining risk management

systems

Chief Executive Officer and Chief

InvestmentOfficer

Oversees the Group and is accountable to the Board

for the Group’s overall performance.

Chief Financial Officer

Leads and manages the Group’s financial affairs,

corporate development and the operating platform

of the Group.

Chief People and External Affairs Officer

Has responsibility for strategic human capital

management, communications and external affairs.

Senior Independent Director

Acts as a sounding board for the Chair and, where

necessary, acts as an intermediary for shareholders

or other Directors if they feel issues raised have not

been appropriately dealt with by the Chair.

Other matters considered

The Committee conducted a review of the size and

composition of the Board and its Committees, the

skill set of all Directors, their ongoing training and

development and the independence of NEDs.

Subject to implementing the Board succession plan,

no concerns were raised.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Nominations and Governance Committee report continued

Dear shareholders

I am pleased to present the Committee’s Report

(the Report) for the year ended 31 March 2026.

The Report comprises three parts:

– this introductory statement, which explains the key

decisions made by the Committee during, and in

respect of, FY26;

– the annual report on remuneration for FY26.

Thisdetails the performance and remuneration

outcomes, and the governance process.

Togetherwith my introductory statement and the

‘at a glance’ section, it is subject to the usual

advisory vote at the AGM; and

– the proposed Directors’ remuneration policy

(thePolicy) for the FY27-FY29 period, which will

besubmitted for approval by shareholders at the

July 2026 AGM.

Directors’ Remuneration Policy and

shareholdersupport

The current Policy for the FY24-FY26 period

wassupported by the overwhelming majority of

shareholders, receiving 90.06% of votes in favour.

Ourimplementation of the Policy in FY24 and FY25

also received very strong support, with 97.19% and

92.61% of votes cast in favour at the AGMs in 2024

and2025 respectively. We are pleased that these

results indicate continued support from our

shareholders for the Policy and its implementation.

In preparation for the usual triennial vote at the

AGM in July 2026, the Committee has undertaken

athorough review of the Policy. The findings from

this review were that the current remuneration

architecture in the Policy continues to meet business

requirements and supports our strategy. The

remuneration structure is simple, clear, and aligned

to performance and shareholder interests.

However, the Policy review also identified that the

maximum variable remuneration payable under the

Policy is not competitive relative to our peers in the

alternative asset management sector, despite ICG’s

sustained growth and strong performance (see chart

overleaf). This was an issue the Committee had

already identified at the last Policy review in FY23

and on which it had consulted with shareholders

atthe time. In my introductory statement for

theRemuneration Report for FY23, Inotified

shareholders that the Committee would likely

needto address this issue at the next Policy review,

ifnotbefore.

Committee roles and

responsibilities

The role of the Committee is to support the Board

in developing and implementing the remuneration

policy, ensuring alignment with shareholders and

company strategy, identifying and managing risk,

complying with regulations, and promoting

goodconduct.

Remuneration policy

– Review of the effectiveness of the Group’s

remuneration policy

– Consultation and consideration of shareholder

and representative shareholder bodies’ feedback

– Consideration of business requirements and

competitive landscape

Key performance indicators

– Setting of KPIs for the Executive Directors

– Monitoring performance against those KPIs

Governance, stakeholders and shareholders

– Consideration of feedback from shareholders

– Adherence to regulatory requirements

Executive remuneration

– Determination of Executive Directors’ awards

– Review of awards payable to all Material Risk Takers

Oversight of awards

– Determination of variable pay awards from the

Annual Award Pool (AAP) and Business Growth

Pool (BGP)

– Review of market data on award levels

Advisers to the committee

– Alvarez and Marsal (remuneration advice)

– Allen & Overy and Slaughter & May (legal advice)

– Vialto and Deloitte (taxation and other

mattersadvice)

Contents

Letter from the Committee Chair

Remuneration at a glance

Annual report on remuneration

101

Directors’ remuneration policy

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Remuneration Committee report

Committee members

Virginia Holmes (Chair)

Robin Lawther

Rosemary Leith

William Rucker

Andrew Sykes

Stephen Welton

How the committee spent its time

Employee Compensation

20%

Regulatory Compliance

10%

DRR and Policy

40%

Executive Remuneration

30%

Aligning performance,

incentives and long-term

shareholder value

Since the last review, the business has continued

togrow, develop and diversify rapidly, especially

inthe US market. The scale and breadth of our

investment strategies, client AUM and international

presence have increased dramatically. Yet during

this period of growth, the gap to the remuneration

levels amongst peers in our sector has become even

more striking. Since our CEO/CIO, Benoît Durteste,

was appointed eight years ago, ICG has more

thanquadrupled its management fee income and

morethan tripled its fee-earning AUM, but ICG’s

maximum remuneration payable for this role has

increased byonly 6% in total over those eight years

(see chart above).

ICG competes for talent in the international

alternative asset management sector, which is

amarket niche in which more than three-quarters of

the sector firms are US listed or US head-quartered.

These firms drive the benchmarks for remuneration

in the sector. We are competing with these same US

firms for clients and for talent both in North America

and Europe. ICG’s direct participation in the North

American market also continues to grow: New York

is our largest office after London; ICG’s fundraising

from clients based in the Americas has grown by

nearly 50% over the last five years; and our global

Head of Sales & Marketing is located in the US. Our

remuneration Policy needs to evolve to allow us to

compete for talent internationally from amongst

thebest in our sector. The limits on maximum

remuneration in the current Policy also create a risk

of ‘pay compression’ relative to our internal talent

below the Board level. This could reduce the scope

for future development and promotion of our

internal high-potential talent to leadership positions

on ICG’s Board.

Therefore, in November and December 2025,

weconsulted major shareholders on proposals

toincrease the maximum remuneration levels in

thenew Policy. We conducted sixteen individual

meetings with our largest shareholders and received

written correspondence from six others. We also

consulted the three major voting agencies.

Shareholders agreed that ICG has grown and

developed substantially, with an increasingly large

client base in the US, competing principally against

US-based alternative asset managers. They also

recognised that ICG has delivered strong

performance. The majority of shareholders who

provided feedback supported our proposals to raise

the quantum of remuneration to a more competitive

level, better aligned to ICG’s position in the global

asset management sector.

Some shareholders asked us to consider

modifications to the proposals; we listened carefully

to this feedback and made changes as a result.

Theoriginal proposals had included a 14.7% base

salary increase for the CEO/CIO in FY27, together

with an increase in maximum variable pay. Some

shareholders said they would prefer the increase to

be in only one element of the remuneration package.

Having considered the consultation feedback, the

Committee decided to remove the 14.7% increase in

base salary from the proposals, and to confine the

increase to variable pay only. The increase in the

CEO/CIO’s base salary in FY27 has instead been set

below the workforce average percentage. The final

proposals increase the maximum total variable

remuneration for the CEO/CIO by 25% (increasing

from 8x to 10x base salary), and increase the

maximum total variable pay for the CFO and

CPEAOto 5.5x and 4.5x base salary respectively

(from 4x and 3.5x base salary currently).

Taking account of the consultation feedback,

theCommittee is also proposing to substantially

increase the Executive Directors’ Minimum

Shareholding Requirements to 5x base salary for the

CEO/CIO and 3x base salary for the other Executive

Directors, which applies whilst in post and for two

years after cessation.

Some shareholders also highlighted the importance

of continuing to set robust and stretching

performance targets for variable pay, especially

inlight of the proposed increase in the maximum

quantum. We have committed to set scorecard

targets at a demanding level, taking account of

performance in our sector and expectations of our

shareholders. The stretch level of performance

required in the financial metrics will normally be set

above the guidance the Board gives to the market on

expected performance, to ensure that the maximum

incentive award is only payable for outstanding

results. In line with the Group’s strategic emphasis on

continuing to grow fee income and profits, a fee-

related earnings metric is also being added to

thescorecard.

Note that we will also continue to defer at least 70%

of the total variable pay into ICG shares, vesting over

5 years.

Further details of the peer group benchmarking that

supports the proposals is provided in the Policy

section of this Remuneration Report.

Corporate Governance Code remuneration

requirements

Our remuneration policies and practices comply with

the remuneration requirements of the Corporate

Governance Code, including in the following areas:

Strategic rationale and remuneration levels

Remuneration policy and practice within ICG are

designed to support the strategy of the business with

a clear emphasis on sustainable profitable growth.

The variable pay structure for Executive Directors

issimple, with a single performance scorecard

containing clear financial and non-financial KPIs. The

scorecard drives a single variable pay award of which

at least 70% is deferred into ICG shares vesting over

a five-year period to promote long-term alignment.

Variable pay for all employees, including Executive

Directors is funded from our capped Group variable

pay pool (the Annual Award Pool – ‘AAP’). The AAP

isfunded from the cash profits that the Group has

already realised from its fund management business

and its investments.

Executive Directors also have in-service and post-

exit shareholding requirements. The policy aligns to

our company culture of recognising and rewarding

performance and delivering outstanding annual and

long-term value for stakeholders.

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Remuneration Committee report continued

Index

Fee-Earning AUM

($bn)

Management Fees

(£’m)

Group PBT

(£’m)

Spot Market Cap

(£’m)

CEO Max Rem

(£’000)

100

150

200

250

300

350

400

450

500

550

ICG growth from 31 March 2018 to 31 March 2026 compared to CEO/CIO maximum remuneration

25.8

86.5

144.0

684.8

2,851.0

4,474.9

6,455.0 6,868.0168.3

586.2

+235%

+376%

+248%

+57%

+6%

(FY18 data has been rebased to 100 for consistent comparison)

FY18

FY26

Each Executive Director has a target and maximum

variable pay level, providing clear remuneration

levels based on performance. The quantum of total

remuneration at ‘threshold’, ‘target’ and ‘out-

performance’ levels is set appropriately and

proportionately to ensure that the quantum of

totalremuneration at each level corresponds

withperformance.

Payment of variable pay is also subject to

maintaining robust risk and compliance controls,

reinforced by malus and clawback provisions,

withkey ‘triggers’ as set out in the Directors’

Remuneration Policy. The Committee also considers,

prior to each year’s award, whether discretion should

be exercised to take into account wider performance

or other relevant factors.

Engagement with shareholders and the workforce

The Committee closely monitors shareholder

guidance and feedback on remuneration.

Shareholder voting on AGM remuneration

resolutions is reviewed annually, and major

shareholders are directly consulted each year if

theyhave indicated any disagreement with ICG’s

remuneration policy or practices. As explained

above, the Committee conducted a detailed and

extensive consultation on the proposed new Policy.

There are a number of existing channels of

communication with employees regarding

ICG’sremuneration policies, including executive

remuneration and its alignment with wider

companypay policy. Our company-wide employee

engagement survey, which during this financial year

was conducted in June, enables colleagues, on

aconfidential basis, to provide feedback on a full

range of employment issues. The NED responsible

for the Board’s monitoring of employee engagement

also holds a number of formal and informal sessions

with employees during the year in individual and

group forums across various locations. During these

sessions, employees are invited to provide feedback

and comments on any issues of importance to them,

including remuneration policies.

The Committee also receives regular feedback on

how employees perceive the Group’s remuneration

policies and practices, and how these have

influenced recruitment, retention and motivation

ofcolleagues. This information is used by the

Committee in its monitoring and development

ofremuneration policies.

Variable pay: a focus on long-term performance

Our remuneration approach encourages and reflects

sustained, long-term performance, which aligns our

executives with the interests of our shareholders.

We make a single variable pay award each year to

Executive Directors, based on a balanced scorecard

of key performance indicators (KPIs) and funded

from our capped Group variable pay pool (the Annual

Award Pool – ‘AAP’).

The total AAP for all employees is capped at 30% of

realised profits, annualised over a five-year period.

Furthermore, for Executive Directors, at least 70%

ofthe variable pay award is deferred over five years

into shares, with vesting in three equal tranches after

the third, fourth and fifth anniversaries of award.

Prior to setting targets for FY26, the Committee

again completed a review of the quantitative KPIs

and refined the deliverables for the qualitative KPIs

to ensure both were appropriately stretching and

linked to strategic priorities. The KPIs were tested

robustly and continue to be fully aligned with

shareholders’ goals and our Group’s Strategic

Objectives of growing AUM, investing selectively,

and managing portfolios to maximise value.

The KPIs reflect the Group’s long-term strategic

goals and near-term operational priorities against

the backdrop of the Group’s continued evolution and

the excellent progress in scale and diversification,

aswell as leadership on Culture, Inclusion and

Sustainability. They also reflect our position in the

alternative investment industry as a leader in

sustainable, inclusive business practices.

Each Executive Director has a target variable pay

level and a maximum cap, the latter payable for

outstanding performance only, relative to the annual

targets set in the context of the evolution of the

firmand its market environment. The Committee

also liaises closely with both the Audit and Risk

Committees to ensure that risk and audit matters are

taken into account in determining the remuneration

levels for the Executive Directors.

Business performance and remuneration for FY26

Against the backdrop of a complex and dynamic

economic landscape and continuing geopolitical and

economic uncertainty, we are proud that business

performance in the year ended 31 March 2026

continues to be very strong. ICG raised a record

$17.8bn annualised over three years in new funds,

following one of the highest fundraising years in the

history of the firm. The FMC (Fund Management

Company) operating margin was above 65.2%,

anexceptional result given the investments the

Group continues to make in its platform as it delivers

on its growth strategy. Despite the pressures on

deployment and exits across our industry, in

particular during the recent market conditions,

realised portfolio returns were 15.7%, strengthening

our relationship with clients and laying the

foundation for continued fundraising success.

We have a long-standing policy of awarding variable

pay across the workforce of not more than 30% of

PICP (pre-incentive cash profits), measured on a five-

year rolling basis. The Committee determined that

£137.5m should be awarded to eligible employees

under the AAP for the year ended 31 March 2026,

compared with £154.3m in the prior year. This is the

result of continued strong individual and corporate

performance and also takes into account a decrease

in bonus-eligible staff of 1.26% year-on-year. Awards

are made in the form of cash bonuses, deferred ICG

share awards and Deal Vintage Bonus (DVB) awards.

DVB awards are a long-term incentive rewarding

certain investment staff, excluding Executive

Directors, for intra-year capital deployment.

The Committee has allocated 18.7% of PICP to the

AAP on a five-year cumulative rolling percentage

basis, which is 11.3 percentage points below the

maximum 30% permitted under the Policy. This

Policy provides a focus on long-term performance

and only takes account of cash profits, thus aligning

with shareholders’ interests fully. It also allows

ustoeven out some of the potential volatility in

remuneration, where appropriate, and this, as well as

the use of our Business Growth Pool (BGP) for new

investment strategies, provides capacity to continue

to develop the business through market cycles.

In addition to the AAP, and in accordance with the

Policy, the Committee allocated £1.85m to the BGP

to fund incentive awards during the year for teams

developing new investment strategies which have

not yet completed a first fundraise. These include our

Life Sciences and Asia-Pacific Infrastructure Equity

strategies. This pool excludes Executive Directors.

This year’s BGP award compares with £2.6m

awarded in the prior year.

ICG plc Annual Report and Accounts 2026

Overview

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Auditor’s report and financial statements

Other information

Remuneration Committee report continued

Executive Director variable remuneration

forFY26

The total remuneration for the year for each

Executive Director is shown in the table on page 95.

The variable pay awards are indicative of the

exceptional and sustained performance across the

Executive Director KPIs, as detailed comprehensively

in this Report. The target and out-performance levels

for each KPI were established at a rigorous level,

particularly within the challenging fundraising and

investment environment of FY26. The KPIs were

weighted with 65% on financial performance and

35% on non-financial criteria.

The total variable remuneration awards for each

Executive Director reflect their strong performance

against the financial and non-financial KPIs that were

set. The Committee allocated total variable pay

awards of £5,685,000, £2,368,750, and £1,707,869

respectively to the CEO/CIO, CFO, and CPEAO for

FY26. These represent 94.75% of the maximum

variable pay. The Committee considered that these

outcomes were a good reflection of the overall

performance achieved.

Executive Director salaries for FY27

Following a comprehensive competitive review,

thesalaries for the CEO/CIO, CFO and CPEAO have

been adjusted from £750,000 to £770,000, from

£625,000 to £640,000 and from £515,000 to

£530,000, respectively. These adjustments are

below the average percentage increase for the

broaderworkforce.

Committee changes

Robin Lawther joined the Board on 1 November

2025 as a member of both the Remuneration and the

Nomination Committees. Full details of the Board

Chair and Non-Executive Director fee rates are

included in the report.

NED and Board Chair fees

The Committee approved an increase to the Board

Chair fee from £425,000 to £435,000 from FY27

taking into consideration benchmark data for

financial services companies with median market

capitalisation broadly in line with ICG.

The Board has undertaken a review of the

feesassociated with NED roles. Following this

assessment, the Board has approved an increase

inthe base fee for Non-Executive Directors from

£80,000 to £82,000, and in the supplemental fee

forcommittee chairs from £30,000 to £32,000.

Thisdecision is based on a thorough analysis of

benchmark data relevant to financial services

companies comparable to ICG.

ICG’s current practice is to pay NED fees entirely

incash, consistent with most UK companies. The

proposed new Policy explicitly includes the facility

topay fees in the form of shares if considered

appropriate; the Board is monitoring how market

practice develops in this area.

Total Shareholder Return (TSR)

ICG has delivered outstanding TSR performance.

Forthe ten years to 31 March 2026, TSR was 264%

versus 141% for the FTSE 100.

Conclusion

Our Policy provides a clear, simple and predictable

remuneration model, which helps drive and sustain

the achievement of our corporate strategy as well as

a prudent approach to risk. The implementation of

that Policy in FY26 demonstrates a clear link to the

performance of the Company, and alignment to the

interests of our shareholders.

Our proposed changes to variable remuneration in

the Policy for FY27-29, accompanied by increases in

shareholding requirements, recognise that maximum

remuneration for our Executive Directors has not

kept pace with the development of ICG. It is also

behind the mid-market levels paid by the companies

we compete with both for clients and talent. The

proposed Policy will help us to retain and, when

necessary, appoint leadership talent from amongst

the best in our sector.

I hope you will provide your support for the

Directors’ Remuneration Report for FY26 and the

Director’ Remuneration Policy for FY27-29. On

behalf of the Remuneration Committee, I would

liketo thank all of our shareholders for their

continuedsupport.

I would be pleased to respond to any shareholder

questions about the Committee’s work either at the

AGM or otherwise.

Virginia Holmes

Chair of the Remuneration Committee

20 May 2026

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Remuneration Committee report continued

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Remuneration at a glance

Executive Remuneration Framework and Policy Summary for FY26

Purpose and link to strategy Operation Maximum opportunity Outcomes for FY26

Base Salary Appropriate to recruit and retain Executive

Directors to deliver the strategic objectives

of the Group

Normally reviewed annually with any changes

generally applying from the start of the

financialyear

In considering increases, the Committee assesses

the range of salary increases applying across the

Group, and local market levels

For FY26, the CEO’s salary was increased by 21.95%

to £750,000 as agreed by shareholders in the policy

approved for FY24-FY26. The CFO’s salary was

increased by 4% to £625,000. CPEAO’s salary was

increased by 3% to £515,000.

Benefits Appropriate to recruit and retain Executive

Directors to deliver the strategic objectives

of the Group

Benefits currently include life assurance, private

medical insurance and income protection

Provision and level of benefits are competitive

and appropriate in the context of the local

market

There have been no changes to the Executive

Directors’ benefits provision this year

Pension Appropriate to recruit and retain Executive

Directors to deliver the strategic objectives

of the Group

Executive Directors are entitled to a pension

allowance payable each month at the same time

as their salary

A pension allowance of no more than the level

available to the majority of the Group’s

workforce in the relevant location is provided

The Executive Directors’ pension allowances have

not changed this year and are set no higher than the

majority of the Group’s workforce at 12.5% in the

relevant location

Total variable

pay award

Appropriate to recruit and retain Executive

Directors to deliver the strategic objectives

of the Group

Rewards achievement of business KPIs, cash

profits and employing sound risk and

business management

The total variable pay award consists of the

CashBonus Award and ICG PLC Equity Award

(see below)

Maximum variable pay awards to Executive

Directors are £6m for the CEO/CIO, 4 x base

salary for the CFO and 3.5 x base salary for

theCPEAO

Variable pay awards for the CEO, CFO and CPEAO

were £5.69m, £2.37m and £1.71m respectively. 80%

of the CEO’s award and 70% of the awards for the

CFO and CPEAO were deferred into shares, vesting

over five years

ICG PLC

Equity award

Aligns the interests of Executive Directors

with those of shareholders

At least 70% of an Executive Director’s total

variable pay award shall be delivered in ICG PLC

Equity Shares that normally vest by one third in

each of the third, fourth and fifth years following

the year of grant

See details above in relation to the overall annual

variable award

80% of the CEO’s variable pay award and 70% of the

CFO’s and CPEAO’s variable pay awards were

deferred into ICG PLC shares

Business performance

Profit Before Tax

£586m

(2025: £532m)

Assets under Management

$126bn

(2025: $112bn)

Ordinary Dividend per Share

87p

(2025: 83p)

10-year Total Shareholder Returns

+264%



ICG plc Annual Report and Accounts 2026

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Other information

Remuneration at a glance continued

4,468

6,868

6,553

868

720

1,200

1,137

2,880

4,800

4,548

1,988

3,238

3,107

738

375

750

711

875

1,750

1,658

1,499

2,400

2,305

598

270

540

512

631

1,262

1,195

Five-year AAP overview

We have a long-standing policy of awarding variable pay across the workforce of not more than 30% of PICP measured on a five-year cumulative rolling basis. The Committee has determined that £137.5m should be

awarded to eligible employees under the AAP for the year ended 31 March 2026, compared with £154.3m in the prior year. This brings the five year-rolling total to 18.7% of PICP, significantly below the 30% limit.

FY22 FY23 FY24 FY25 FY26 Cumulative

Percentage of PICP over five years rolling

24.4 22.6 22.6 21.7 18.7 18,8

Spend on incentives (£m)

115.9 109.9 118.8 154.3 137.5 636.4

Number of employees

525 582 637 686 678

FY26 Total remuneration (actual vs target) £k

KPI performance outcomes

Quantitative KPIs

Benoît Durteste

David Bicarregui

Antje Hensel-Roth

Fixed pay only

Target

Maximum

Award

Fixed pay only

Target

Maximum

Award

Fixed pay only

Target

Maximum

Award

•

Fixed pay

•

Cash Bonus Award

•

ICG PLC Equity

Grow AUM

Invest

Manage and Realise

$17.8bn

$13.7bn

$14.0bn

$15.0bn

FY26 Outcome

Threshold

On-target

Out performance

Fundraising (three-year annualised)

Realised Portfolio Returns

15.7%

FY26 Outcome

65.2%

49.0%

50.0%

53.0%

FY26 Outcome

Threshold

On-target

Out performance

FMC Operating Margin

Qualitative KPIs (% of max)

85%

FY26 Outcome

Strategic Development

Operating Platform & Risk Management

85%

FY26 Outcome

85%

FY26 Outcome

Culture, Inclusion and Sustainability

Threshold

On-target

Out performance

Deal-weighted average hurdle rate

5% above deal-weighted average hurdle rate

15% above deal-weighted average hurdle rate

Executive Director performance and KPIs

At the outset of FY26, the Committee set stretching targets across all KPIs, commensurate with the continued growth and success of ICG. Market conditions continue to be challenging across both fundraising and

dealmaking and results amongst the competitor group of listed and unlisted peers have been mixed as a result. Against this backdrop, ICG has had another excellent year relative to market expectations and relative to many

peers – solidifying further its position as a leader in fundraising and deal excellence as well as running a disciplined platform with high margins. Stretch targets for the financial KPIs have been exceeded and performance

against quantitative KPIs, which we note are set to be both challenging and measurable, has been similarly strong.

Financial KPIs:

1. Fundraising (three-year annualised) 2. Realised Portfolio Returns

How performance is measured

Given the enhanced guidance given to the market in

2025 of US$55bn over four years, increased Fundraising

KPIs were in place over the past two financial years,

withareduction in FY25 due to FY22, which was an

exceptional fundraising year, rolling off the three-year

annualised target:

– Threshold: target was annualised $12.3bn in FY24

and$9.5bn in FY25 to $13.7bn in FY26;

– On-target was annualised $13.1bn in FY24 and

$10.8bn in FY25 to $14bn in FY26; and

– Out-performance target was annualised $14bn in

FY24 and $11.8bn FY25 to $15bn in FY26.

Commentary

ICG delivered exceptional fundraising results, materially

surpassing the annualised outperformance target of

$15bn and achieving a record $17.8bn over three years

(and $16.6bn intra-year).

Strong fundraising momentum across strategies

including: European Fund IX raising €4.7bn in

FY26(reaching €8.7bn in aggregate), European Infra

Fund II closed at a record €3.15bn, and Real Estate

Metropolitan II surpassed its €1bn target at final close

of€1.4bn.

Over the past 24 months, ICG has closed six funds at or

above their hard caps, against a global private markets

fundraising backdrop that declined for four consecutive

years through 2025.

How performance is measured

Realised Portfolio Returns measure the realised

weighted investment returns in aggregate relative to

theweighted average performance hurdle, which differs

depending on the underlying investment strategy.

Asthere is no recognised benchmark for the full suite of

ICG’s investment strategies, the Committee has opted

for this measure as a clear expression of performance

relative to the targets we agree with our clients for each

investment strategy.

– Threshold: realised returns at deal-weighted average

hurdle rate;

– On-target: realised returns 5% above deal-weighted

average hurdle rate; and

– Out-performance: realised returns 15% above deal-

weighted average hurdle rate.

Commentary

Investment performance, which forms the basis of

future fundraising, growth of fee income and therefore

profitability, continues to be very competitive. At 15.7%,

Realised Portfolio Returns were slightly below last

year’s 16.0%, yet continued to demonstrate very

substantial outperformance, surpassing the

deal-weighted average hurdle rate of 6.5% for FY26.

Although these results are marginally lower than those

of the previous year, they represent very significant

outperformance and underscore ICG's capability to

achieve strong relative and absolute performance under

challenging conditions.

This performance, delivered in volatile market

conditions, reinforces ICG’s ability to generate

attractive absolute and relative returns and to maintain

industry-leading DPI levels. The latter remains a key

differentiator, particularly as peers continue to struggle

with exits and DPI. These outcomes have contributed to

the bottom-line, further strengthened ICG’s reputation

among LPs and laid a strong foundation for

futurefundraising.

ICG plc Annual Report and Accounts 2026

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Annual report on remuneration

Grow AUM Invest Manage and realise

Strategic objective:

Targets and outcomes 2026:

Outcome

15.7%

Award weighting:

CEO CFO CPEAO

weighting weighting weighting

15% 10% 10%

Strategic objective:

Targets and outcomes 2026:

Out-

Threshold On-target performance Outcome

$13.7bn $14.0bn $15.0bn $17.8bn

Award weighting:

CEO CFO CPEAO

weighting weighting weighting

30% 27.5% 30%

Executive Director performance and KPIs continued

Financial KPIs: Non-Financial KPIs:

3. FMC Operating Margin

How performance is measured

The Committee increased the FY26 FMC Operating

Margin KPI thresholds as follows:

– Threshold: increased from 47% to 49%;

– On-target: increased from 49% to 50%; and

– Out-performance: increased from 52% to 53%.

Commentary

We consider these to be highly stretching, both relative

to the wider UK market and our global competitors

witha similar asset and fee base as well as given the

continued need to invest in what is a high-growth

business. Based on strong fundraising, significant

revenue growth and a disciplined approach to cost

management, the outperformance target was

significantly exceeded with an FMC operating

marginof65.2%.

4. Strategic Development

How performance is measured

Key elements of ICG’s strategic evolution as a market-

leading alternative investment firm include the

refinement of our positioning through selective

diversification and growth; enhancing our presence

inkey geographies and distribution channels; and

furthering our bench strength capabilities across all

areas of the firm. This year, the Committee has set an

additional focus on managing deteriorating market

conditions and future-proofing fundraising capabilities.

Commentary

Business Resilience

In continuously challenging markets, ICG has excelled

infundraising, consistently meeting, even exceeding

hard caps and shareholder guidance. Our investment

performance, ability to retain, develop and attract top

talent, and operational resilience have all contributed to

a clear acceleration year, sending a strong signal to

markets, LPs, and competitors.

Focus on Excellence in Key Areas

We continued to diversify our product offering through

the organic expansion of our real asset capabilities,

rather than relying on acquisition-driven growth.

Thisstrategy was validated by strong fundraising

outcomes, including a record final close of €3.15bn

forour European Infrastructure strategy.

In a challenging market environment, our real asset

strategies demonstrated exceptional strength across

both fundraising and deployment. This organic

momentum reflects the depth of our in-house

capabilities and disciplined execution, and provides

arobust foundation for sustained growth across

awell-diversified and resilient product platform.

Through our strategic partnership with Amundi,

wehave established a disciplined and cost-efficient

means of accessing international wealth markets. This

approach allows us to mitigate a number of structural

costs and risks that have affected parts of our peer

group and which are becoming more pronounced amid

current market conditions. While near-term outcomes

will depend on evolving market dynamics, this

partnership positions ICG well to capture potential

upside, while maintaining a prudent risk profile.

Bench Strength

Bench strength continues to be a critical component of

strategic planning. Succession planning has continued

tomake headway, with significant progress made on

external hires who are settling well into their new roles,

as well as, increasingly, internal step-up candidates

coming into their own and assuming broader roles.

Enhanced strategic succession planning processes have

been successfully implemented.

ICG plc Annual Report and Accounts 2026

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Other information

Annual report on remuneration continued

Strategic objective:

Targets and outcomes 2026:

Out-

Threshold On-target performance Outcome

49.0% 50.0% 53.0% 65.2%

Award weighting:

CEO CFO CPEAO

weighting weighting weighting

20% 27.5% 25%

Strategic objective:

Outcomes 2026:

Outcome

85%

0% 25% 75% 100%

Award weighting:

CEO CFO CPEAO

weighting weighting weighting

12.5% 12.5% 12.5%

Grow AUM Invest Manage and realise

Executive Director performance and KPIs continued

Non-Financial KPIs:

5. Culture, Inclusion and Sustainability

How performance is measured

ICG's culture, inclusive environment, and commitment

to sustainability continue to serve as the foundational

pillars of our success. The Committee has established

several objectives across Culture, Inclusion and

Sustainability with progress assessed on an annual basis.

Commentary

Inclusion & Culture

As part of our UK Women in Finance pledge, we

continue to exceed our target of at least 30% women in

UK senior management by 2027, reporting 33% as of

31March 2026. ICG has once again been ranked #1 for

global private equity firms in the Honordex Diversity &

Inclusion index, compared to second place last year and

first place the year before.

ICG supports the aims of the Parker Review to enhance

ethnic diversity within UK business. Based on ONS

classifications, 14% of UK located Global Senior

Management identify as being from an ethnic minority

background, exceeding our aspiration of 10% by

December 2027. We also continue to meet the Parker

Review aim of having at least one ethnic minority

director on the Board.

Inclusive hiring remains an important area of focus. 44%

of new hires globally were female, with 33% of UK new

hires being female. In the UK, 16% of new hires

identified as being from an ethnic minority background,

of which 23% were female, supporting the continued

development of a balanced talent pipeline.

Employee engagement remained strong during the year,

with 79% participation in the annual engagement survey

and an increase in the overall engagement score to

7.3/10.

Executive Directors continued to support the delivery

ofa strong and connected culture through sustained

investment in employee led activity, with over 70

employee and regional network events delivered,

Progress on Inclusion was further supported through

the launch of Elevate, ICG’s seventh employee network,

focused on socio-economic mobility.

Please refer to Our People (page 30) for detailed metrics

andcommentary.

Sustainability

Continued progress delivered in embedding

sustainability across ICG’s asset classes, with a focus

onenhancing our approach in a bespoke manner suited

to each investment strategy.

Progress towards Science-based Targets:

As at 31 March 2026, ICG has engaged 100% of

Relevant Investments across five investment strategies,

representing nearly $10.7bn of invested capital.

Approximately 80% of Relevant Investments by

invested capital have set SBTi-validated targets or have

submitted their targets for validation, exceeding our

interim target of 50% by 2026. For more details on our

climate-related targets, pleasesee 61.

Thought leadership:

ICG maintained its leadership role in industry initiatives

including the global Steering Committee of the iCI and

the Private Debt Advisory Committee to the PRI. We

received sustainability leadership awards for individual

team members as well as the firm.

Transparency and disclosures:

ICG has retained top ratings by third-party agencies

andframeworks. It maintained its MSCI industry leader

rating of AAA; CDP Climate Change Leadership score

ofA-; FTSE4Good Index membership for the 8th

consecutive year; and signatory status to the UK

Stewardship Code. ICG’s approach to sustainability

reporting follows leading market practice and industry

frameworks , with afocus onregulatory compliance as

well as decision-useful information for our clients.

Investments and financing:

Building on the integration of ICG’s bespoke materiality

tool which enables investment teams to focus on the

most material sustainability factors for a given company,

this year we have enhanced our climate risk assessment

capabilities in both pre-investment assessment and

post-investment monitoring, through the introduction

ofa new third-party platform. This new tool will further

strengthen the teams’ ability to identify and mitigate

potential risks as well as opportunities for value

preservation and enhancement, in partnership with

theSustainability team.

Charity

ICG continues to make a significant charitable

contribution, with a focus on improving social mobility

and access to the alternative investment industry

forunder-represented groups. The Committee was

especially pleased to see considerable impact continue

in FY26, and our charity programme remains a key pillar

of employee engagement, run both top-down and

bottom-up. In total, ICG donated over £3.1m globally

inthe year.

This included our first commitments under four new

three-year partnerships to deploy £4m on strategic

initiatives to tackle social mobility in the UK, Europe and

North America, as well as our first partnership in Poland

recognising our large and engaged workforce there.

Over 16,000 young people have benefited directly from

our efforts and we have published an updated Impact

Report, showing excellent progress in the difference

weare making.

In FY26, ICG expanded its Million Meals initiative,

providing £670,000 in funding to seven charities

working across 13 countries. This support enabled the

delivery of 1.51 million meals, reaching 336,588 people

worldwide. Over the last four years ICG has directly

supported the provision of more than 5 million meals

globally, helping to combat food insecurity worldwide.

Our charity initiatives have been supported by nearly

300 staff volunteers who gave their time.

ICG plc Annual Report and Accounts 2026

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Strategic objective:

Outcomes 2026:

Outcome

85%

0% 25% 75% 100%

Award weighting:

CEO CFO CPEAO

weighting weighting weighting

12.5% 12.5% 12.5%

Grow AUM Invest Manage and realise

Executive Director performance and KPIs continued Executive Director remuneration

Non-Financial KPIs:

How performance is measured

One of the critical performance indicators for our

successful growth is continuously refining our operating

platform as a driver for scale and excellence while

ensuring that we maintain very high standards for our

risk management and control environment.

Commentary

Efficiency and Scalability

During FY26, enhancing client experience was a core

priority underpinning the Group’s scaling strategy,

supported by several targeted initiatives. Enhancements

to KYC and onboarding processes simplified and

standardised refresh cycles, expanded high-touch

coverage for priority clients, and introduced new

dashboards to improve transparency, monitoring

andoperational oversight.

The implementation of Salesforce as the global client

relationship management system further strengthened

client engagement and internal connectivity, with

additional functionality and enhancements planned for

FY27. In parallel, a renewed focus on client reporting

delivered material efficiency gains, including a 40%

reduction in quarterly processing time and the

automation of bespoke reports.

Ongoing consolidation of third-party administrators,

third-party accountants and legacy systems continued

to rationalise the operating environment, contributing

to a more efficient, integrated and scalable platform.

Within Operations, the alignment of teams along the

five strategic verticals enhanced the effectiveness of

thefront-to-back operating model, strengthened

connectivity with the business and supported broader

career development opportunities across the function.

The Group also continued to invest in its operating hubs

during FY26, expanding its outsourcing partnership in

India and further developing strategic in-house teams

inWarsaw. As a result, approximately 40% of CBS

teammembers are now based in these two locations.

This footprint has delivered meaningful efficiency

improvements across Finance and Operations and

increased capacity for data, analytics and reporting.

Risk Management

The control functions continue to evolve in line with

thefirm’s growth strategy, while focusing on reducing

complexity and improving efficiency. The Governance,

Risk and Compliance (GRC) system has now been

embedded into business-as-usual operations, providing

a consistent and scalable platform for risk management

activities across the Group.

Second- and third-line processes operate within the

Resolver environment, with further processes

scheduled to be integrated as the Internal Control

Framework (ICF) continues to mature. Risk and Control

Self-Assessments (RCSAs) remain fully embedded,

supporting the proactive identification, assessment and

management of key risks.

The risk management framework is designed to provide

reasonable assurance that material risks are identified

and appropriately mitigated. During the year and in line

with the UK Corporate Governance Code – Provision 29

requirements, Risk, Compliance Chief Control Office

and Internal Audit will continue to work in close

coordination to monitor the effectiveness of controls

and to support the ongoing strengthening of the control

environment.

In considering the awards to be made to the Executive

Directors, the Committee took into account overall

performance as a leadership team as well as their

individual contributions to the overall performance in

relation to the quantitative and qualitative objectives.

Having considered his delivery across the range of KPIs,

the Committee made a total variable pay award to

Benoît Durteste of £5,685,000 , comprising an annual

Cash Bonus Award of £1,137,000 and a deferred PLC

Equity Award of £4,548,000 reflecting his performance

relative to the KPIs and targets set in his dual role as

CEO and CIO of the Group.

For David Bicarregui, the Committee made a total

variable pay award of £2,368,750. This comprises an

annual Cash Bonus Award of £710,625 and a deferred

PLC Equity Award of £1,658,125.

For Antje Hensel-Roth, the Committee made a total

variable pay award of £1,707,869, comprising an annual

Cash Bonus Award of £512,361 and a deferred PLC

Equity Award of £1,195,508 .

ICG plc Annual Report and Accounts 2026

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Other information

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Strategic objective:

Outcomes 2026:

Outcome

85%

0% 25% 75% 100%

Award weighting:

CEO CFO CPEAO

weighting weighting weighting

10% 10% 10%

6. Operating Platform and Risk Management

Grow AUM Invest Manage and realise

Single total figure of remuneration table (audited)

The following table shows a single total figure of remuneration in respect of qualifying services for the financial year ended 31 March 2026 for each Executive Director who served during the year, together with comparative

figures for the previous financial year:

Executive Directors

Salaries

£000

Benefits

£000

Pension

allowance

£000

Fixed

remuneration

£000

Short-term

incentives,

available

as cash

£000

Total

emoluments

£000

Short-term

incentives,

deferred

£000

Total variable

remuneration

£000

Total

remuneration

£000

Long-term

Incentives

vested

from prior years

(legacy awards)

£000

Single total

figure of

remuneration

£000

Benoît Durteste

2026

750.0 35.0 82.8 867.8 1,137.0 2,004.8 4,548.0 5,685.0 6,552.8 0.0 6,552.8

2025

615.0 27.4 68.8 711.2 1,030.5 1,741.7 4,122.0 5,152.5 5,863.7 24.5 5,888.2

David Bicarregui

2026

625.0 43.9 69.2 738.1 710.6 1,448.7 1,658.1 2,368.8 3,106.9 0.0 3,106.9

2025

600.0 39.2 67.1 706.4 690.3 1,396.7 1,610.7 2,301.0 3,007.4 0.0 3,007.4

Antje Hensel-Roth

2026

515.0 25.2 57.3 597.5 512.4 1,109.9 1,195.5 1,707.9 2,305.4 0.0 2,305.4

2025

500.0 27.5 56.1 583.6 477.1 1,060.7 1,113.2 1,590.3 2,173.9 0.0 2,173.9

See page 98 for details of payments to NEDs.

1. Each Executive Director’s benefits include medical insurance, life insurance, income protection and other taxable benefits and expenses for the year ended 31 March 2026.

2. This represents the Cash Bonus Award element of the variable remuneration.

3. This represents the ICG PLC Equity Awards made for the year ended 31 March 2026 and deferred over five years vesting in years three, four and five following award.

4. The long-term incentive amounts are legacy award payments received during the year in respect of Deal Vintage Bonus and shadow carry. These awards were made in prior years and are no longer available to Executive Directors. No Deal Vintage Bonus awards were

distributed in FY26.

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Performance graph of Total Shareholder Return (ten years)

The graph below shows a comparison between the Group’s total shareholder return (TSR) performance and

the TSR for the FTSE All Share index. The graph compares the value at 31 March 2016 of £100 invested in

ICG plc with the FTSE All Share Index over the subsequent ten years. This index has been chosen to give

acomparison with the average returns that shareholders could have received by investing in a range of other

UK-listed companies. The TSR for the Company during this period has been 264%, compared to 141% for

theIndex.

Total shareholder return

Total remuneration of the Chief Executive Officer

The table below details the total remuneration of the CEO for the past ten years. The amounts are presented

on the basis of the Single Total Figure of Remuneration Table (see page 95) and include some deferred

compensation awarded in previous years but reported in the year received.

CEO

Financial year

Total

remuneration

(£000)

Percentage of maximum

opportunity of short-term

incentives awarded

Percentage of maximum

opportunity of long-term

incentives awarded

1. Benoît Durteste

2026

6,553 94.8% N/A

2025

5,888 85.9% N/A

2024

6,608 97.6% N/A

2023

7,268 97.5% N/A

2022

7,851 98.0% N/A

2021

7,530 95.0% N/A

2020

5,886 84.0% N/A

2019

9,526 87.0% N/A

2018

3,412 77.0% N/A

2. Christophe Evain

2018

183 0 N/A

2017

6,888 102.0% 160.0%

1. The amounts above have been pro-rated to reflect the transition of the CEO role from Christophe Evain to Benoît Durteste on

25 July 2017.

A comparison of the change of pay of the CEO and the other Directors to that of all employees of the Group is

shown on page 97.

Relative importance of spend on pay

The table below illustrates the relative importance of spend on pay compared with other disbursements

fromprofit (namely distributions to shareholders) for the financial year under review and the previous

financial year.

Year ended

31 March 2025

Year ended

31 March 2026

Percentage

change

Ordinary dividend paid (£m)

228.9 242.3 5.9 %

Permanent headcount at year end

686 678 (1) %

Employee costs (£m)

297.4 305.9 3 %

Directors’ interests in shares (audited)

The Directors and their connected persons held the following interests in shares of the Company:

As at 31 March 2026

Directors

Shares held

outright as at

31 March 2025

Shares held

outright as at

31 March 2026

Unvested ICG PLC

Equity Award/

DSA

Unvested or

unexercised SAYE

options

Shareholding

requirement

met?

Benoît Durteste

1,663,688 1,840,555 1,182,337 Nil Yes

David Bicarregui

12,500 42,500 158,660 1,057 Yes

Antje Hensel-Roth

17,067 38,165 262,412 1,719 Yes

William Rucker

7,000 7,000 N/A N/A N/A

Sonia Baxendale

N/A 5,000 N/A N/A N/A

Virginia Holmes

10,000 10,000 N/A N/A N/A

Robin Lawther

0 0 N/A N/A N/A

Rosemary Leith

1,705 1,705 N/A N/A N/A

Matthew Lester

4,863 6,391 N/A N/A N/A

Vincent Mortier

N/A 0 N/A N/A N/A

Andrew Sykes

20,000 20,000 N/A N/A N/A

Stephen Welton

60,000 60,000 N/A N/A N/A

Under the Directors’ Remuneration policy, the CEO is required to hold shares amounting to 300% of his

annual salary and the other Executive Directors are each required to hold shares amounting to 200% of

theirannual salary, at the share price prevailing on 31 March 2026 with a build-up period for new Executive

Directors. There are no set shareholding requirements forNEDs, although all are encouraged to purchase

aholding to align themselves with shareholders.

As at 20 May 2026, there were no changes in the Directors’ share interests from the figures set out in the

tables above.

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+550

+450

+350

+250

+150

+50

-50

Mar-16

l ICG l FTSE 100

+264%

+141%

Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Mar26

Total pension entitlements (audited)

No Executive Director had a prospective entitlement to a defined benefit pension by reason of qualifying

services.

Executive Directors’ co-investment in third-party funds

Fund investors expect the CEO/CIO to co-invest in funds to demonstrate their alignment, and as such he

hasmade significant personal commitments from his own resources to 46 investment vehicles of the Group’s

strategies. Attimes, other Executive Directors may also make co-investments from their own resources

todemonstratealignment.

Carried interest on third-party funds

Certain professionals (including Executive Directors) are expected to invest in carried interest arrangements

under which a portion of the carried interest in respect of certain managed funds is available for allocation

tothose providing services to the funds. Individuals who participate in such arrangements typically payfull

market value for the interests at the time of acquisition. Carried interest on third-party funds is an investment

required by third-party fund clients to drive alignment and is not remuneration for services provided to

theGroup.

The current standard framework with third-party fund investors, which reflects industry standards in the UK

and globally, means that Executive Director carried interest commitments in the year ended 31 March 2026

have ranged between 0% and 15% per relevant fund. Further details of the funds managed by the Group

(including an indication of those funds which have carried interest arrangements required by fund investors)

can be found in the Data pack.

Scheme interests awarded during the financial year (audited)

The following table provides the details of scheme interests awarded to the Executive Directors during the

year ended 31 March 2026:

Director

Award Award date

Face value

at grant

(£000)

Number of

shares awarded

Benoît Durteste

ICG PLC Equity Awards 28 May 2025 4,122.0 201,584

David Bicarregui

ICG PLC Equity Awards 28 May 2025 1,610.7 78,770

Antje Hensel-Roth

ICG PLC Equity Awards 28 May 2025 1,113.2 54,441

On 21 May 2025, ICG PLC Equity awards were granted to Executive Directors who had served in the year

ended 31 March 2025 in relation to their performance in that year. 80% of the variable pay awarded to Benoît

Durteste and 70% of the variable pay awarded to Antje Hensel-Roth and David Bicarregui in respect of that

year was granted in the form of ICG PLC Equity. Awards vest in tranches of one-third at the end of the third,

fourth and fifth years following the year of grant. As awards are made on the basis of PICP generated and

performance achieved, there are no further performance conditions. The share price on the date of award of

ICG PLC Equity Awards was £20.448. This was the middle market quotation for the five dealing days prior

to21May 2025.

CEO pay ratio

The table below compares the CEO’s single total remuneration figure for FY26 to the remuneration of the

Group’s UK workforce as at 31 March 2026. Our ratio is lower than many FTSE companies due to a consistent

remuneration approach. The median pay ratio has increased from 26:1 to 29:1.

Director

Method

25th percentile

pay ratio Median pay ratio

75th percentile

pay ratio

2026

Option A 41:1 29:1 17:1

2025

Option A 40:1 26:1 15:1

2024

Option A 48:1 29:1 18:1

2023

Option A 56:1 34:1 20:1

2022

Option A 66:1 42:1 21:1

2021

Option A 74:1 46:1 24:1

2020

Option A 58:1 37:1 18:1

Consistent with our calculation methodology in prior years, employee pay is calculated on the basis of the

CEO single figure, which is ‘Option A’ under the reporting requirements. Of the three possible methodologies

which companies can adopt (Options A, B or C) we have chosen Option A which we consider the most robust.

Option A requires the Group to calculate the pay and benefits of all its UK employees for the relevant financial

year in order to identify the total remuneration at the 25th percentile, at the median and at the 75th

percentile. Employee pay data are based on full-time equivalent pay for UK employees as at 31 March 2026,

in line with the CEO single figure methodology. In calculating these ratios, we have annualised any part-time

employees or new joiners to a full-time equivalent (where relevant).

Director

Employee at 25th

percentile Median Employee

Employee at 75th

percentile

Salary (£)

97,000 125,000 180,000

Total pay and benefits (£)

160,099 229,919 382,471

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Percentage change in remuneration of Directors

The table below details how changes to the pay compare with the change in the average pay across all employees of the Group. Each figure is a percentage change of the values between the previous financial year and the

financial year under review. The total permanent workforce has been selected as the comparator for salaries and fees and short-term incentives. The comparison of the increase in taxable benefits has been made for UK

permanent employees only as their remuneration packages are most directly comparable to that of the Chief Executive.

Percentage change

FY22 FY23 FY24 FY25 FY26

Salaries/

fees

Taxable

benefits

Short-term

incentives

Salaries/

fees

Taxable

benefits

Short-term

incentives

Salaries/

fees

Taxable

benefits

Short-term

incentives

Salaries/

fees

Taxable

benefits

Short-term

incentives

Salaries/

fees

Taxable

benefits

Short-term

incentives

Benoît Durteste

0.0% -9.5% 3.2% 4.1% 20.4% -0.5% 22.0% 0.5% 0.1% 23.0% 73.4% -12.0% 22.0% 8.3% 10.3%

David Bicarregui

N/A N/A N/A N/A N/A N/A N/A N/A N/A 43.6% 278.2% 41.4% 4.2% -6.2% 2.9%

Antje Hensel-Roth

0.0% 26.7% 22.7% 4.0% 6.3% 5.6% 5.8% 0.8% 12.1% 7.0% -1.7% -0.4% 3.0% -0.3% 7.4%

William Rucker

N/A N/A N/A N/A N/A N/A 486.9% N/A N/A 6.67% N/A N/A 6% N/A N/A

Andrew Sykes

0.0% N/A N/A 119.6% N/A N/A -58.7% N/A N/A 16.5% N/A N/A 11% N/A N/A

Sonia Baxendale

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 337% N/A N/A

Virginia Holmes

4.1% N/A N/A 5.9% N/A N/A 0% N/A N/A 0% N/A N/A 5% N/A N/A

Robin Lawther

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Rosemary Leith

N/A N/A N/A 12.7% N/A N/A 18.1% N/A N/A 0% N/A N/A 7% N/A N/A

Matthew Lester

N/A N/A N/A 15.2% N/A N/A 3.4% N/A N/A 0% N/A N/A 5% N/A N/A

Stephen Welton

0.0% N/A N/A 1.9% N/A N/A 0% N/A N/A 0.0% N/A N/A 7% N/A N/A

All employees

4.3% 5.6% 18.8% 6.5% 12.5% 3.9% 4.5% -1.2% -5% 4.5% 4.0% 7.9% 4.3% 1.0% -5.5%

1. The year-on-year changes in fees for the NEDs reflects the movements in roles, in addition to any increase in underlying fee rates. and pro-rations for joiners/leavers during the financial year. Further details can be found in the Fees paid to NEDs table below.

2. The compensation reported for the CFO for FY24 is for the period of the FY24 performance year subsequent to the CFO’s election to the Board at the July 2023 AGM.

3. Excludes taxable business expenses for the Directors and all employees.

Fees paid to NEDs (audited)

In the financial year under review, NEDs’ fees were as shown below. The NEDs did not receive any other remuneration:

Non Executive Directors

Date appointed

Annual NED Base Fee

£000

Annual

Committee Chair fees

£000

Annual Senior

Independent Director fee

£000

Annual Audit

Committee Fee

£000

Annual Remuneration

Committee Fee

£000

Annual Risk

Committee Fee

£000

Actual total fees for year

ended 2025

£000

Actual total fees for year

ended 2026

£000

William Rucker

January 2023 425.0 400.0 425.0

Andrew Sykes

March 2018 80.0 ‘20.5 20.0 17.0 17.0 139.8 154.5

Sonia Baxendale

January 2025 80.0 17.0 17.0 26.1 114.0

Virginia Holmes

March 2017 80.0 30.0 17.0 120.5 127.0

Robin Lawther

November 2025 33.3 7.1 0.0 40.4

Rosemary Leith

February 2021 80.0 30.0 17.0 17.0 134.5 144.0

Matthew Lester

April 2021 80.0 30.0 17.0 120.5 127.0

Stephen Welton

September 2017 80.0 17.0 90.5 97.0

1. Total fees earned during the year, pro-rated based on start/leave date.

2. The Board Chair does not receive a fee in respect of his membership of the Remuneration Committee.

3. Fees for Robin Lawther from 1 November 2025

4. For the year ended 31 March 2026, there were £6,268 of taxable expenses paid to the NEDs.

5. NEDs do not have contracts of service and are not eligible to join the designated Group pension plan or receive payment for loss of office. All NEDs have a three-month notice period, are re-elected annually and were last re-elected in July 2025.

6. Vincent Mortier was appointed as NED during FY26 and does not receive any fees or remuneration.

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Benchmarking

Remuneration awards are benchmarked against the following peers in the major jurisdictions where the

Group operates:

– Listed and unlisted alternative asset managers;

– Listed and unlisted asset managers;

– Investment banks;

– Listed financial services companies;

– Other organisations as appropriate for the individual role.

The Group carries out an extensive annual exercise to benchmark proposed salaries, bonuses and deferred

awards for all employees globally.

Our Executive Directors are benchmarked against equivalent individuals at a range of relevant public and

private companies globally. While it is very challenging to obtain data on many private companies, we are able

to gain insight into this area by commissioning bespoke research by leading external compensation and

recruitment consultants and other independent providers of compensation data.

Due to the unique nature of the Group’s business as a UK-listed alternative asset manager, which competes

for talent against other alternative asset managers which are not listed in the UK or indeed at all, it is

imperative to obtain a wide range of benchmark data.

Hence, while we do consider other UK-listed financial services companies in our benchmarking, they can be

aless relevant comparator.

Gender pay

We are required by law to publish data on the following:

– Gender pay gap (mean and median);

– Gender bonus gap (mean and median);

– Proportion of men and women in each quartile of the Group’s pay structure;

– Proportion of men and women receiving bonuses.

The gender pay gap is a UK comparison across the pay of all men and all women regardless of their level or

role. This is different from an equal pay gap, an individual measure comparing the pay of a man and a woman

inthe same or a similar role. Both the pay gap and the bonus gap have decreased during the financial year.

Themean pay gap is now 22.9% and the mean bonus gap is 62.2%.

There has been a change in distribution of males and females across the Group, however, given our relatively

small headcount, small year-on-year changes in headcount at senior levels can have a significant impact on our

gender pay gap.

We note that the vast majority of high-paying awards are highly deferred in the form of DSA, PLC Equity

Awards and especially DVB. Therefore, our year-on-year gender pay and bonus gap comparison can change

significantly as a function of long-term incentives granted several years ago and only being paid out now.

Asaresult, while the underlying make-up of the firm continues to evolve towards greater balance, this is not

necessarily reflected in the gender pay gap.

2022 2023 2024 2025 2026

Mean pay gap 35.7% 34.4% 30.3% 29.6% 22.9%

Mean bonus gap 77.2% 74.3% 70.2% 73.2% 62.2%

The Group is pleased with the overall progress made and remains committed to addressing our gender

balance with a number of initiatives which are now well established. It continues to increase talent diversity

and foster a culture of inclusivity:

– The Group remains focused on building a high-performance, inclusive and values-led firm, recognising that

adiverse workforce and inclusive culture underpin sustainable long-term performance. Progress on gender

balance and broader inclusion continues to be driven through well-established and embedded initiatives

across attraction, development, and retention.

– The Group’s approach is grounded in robust data, clear insight, and accountability, enabling ongoing

monitoring of progress against externally stated commitments. As a signatory to the Women in Finance

Charter, the Group continues to perform ahead of its stated ambition, with women representing 33% of

UKsenior management roles, exceeding the 30% target set for 2027. This progress is reflected in continued

external recognition in 2026, with ICG achieving a #1 ranking in the Equality Group’s Honordex Inclusive

PE& VC Index and demonstrating consistent top-tier performance over multiple years.

– Development remains a core focus of the people strategy, supporting performance and progression across

the firm. This includes structured leadership and development programmes, access to mentoring, and

blended learning opportunities designed to build capability and support.

– Retention is supported through a holistic approach to career progression and engagement. This includes the

continued development of market-leading family-building and care benefits, active employee networks

sponsored by senior leaders, and regular engagement and feedback mechanisms. Together, these initiatives

help embed an inclusive environment where colleagues feel supported and valued. Find out more in Our

People (pages 30).

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Payments made to past directors (audited)

No payments were made in the financial year ended 31 March 2026 to former directors.

Statement of implementation of Remuneration Policy in following financial year

The NEDs’ fees have been benchmarked against comparable companies of similar size and nature. The Board

Chair's fee has been increased to £435,000 with effect from 1 April 2026, which takes account of market

benchmarks for companies of ICG's size and scope. The NED base fee, along with the supplemental

Committee Chair fees, have been increased to £82,000 and £32,000 respectively. These adjustments aim

tobetter align with the prevailing market standards within the financial services sector.

The salaries for the Executive Directors and fees for the NEDs for the coming year are set out below.

Annual salaries and fees £000

Role

Year ended

31 March 2026

Year ending

31 March 2027

CEO

750.0 770.0

CFO

625.0 640.0

CPEAO

515.0 530.0

Board Chair

425.0 435.0

Non-Executive Director base fee (other than Board Chair)

80.0 82.0

Senior Independent Director

20.0 20.0

Remuneration Committee Chair

30.0 32.0

Audit Committee Chair

30.0 32.0

Risk Committee Chair

30.0 32.0

Member of the Audit, Risk or Remuneration Committees

17.0 17.0

Board Director for Employee Engagement

20.5 20.5

Committee composition is set out on page 69 and in the relevant Committee reports on pages 75 to 88.

For the coming year, the AAP will continue to be calculated as described in the Directors’ Remuneration

Policy. All incentives for qualifying services payable to Executive Directors and other employees of the Group

will be funded out of the AAP. The Executive Directors’ annual bonus and other incentives will be guided by

their achievement of specific objectives.

The Executive Directors’ annual variable pay awards will be based on a scorecard of KPIs, with an expected

weighting of at least 65% on financial KPIs as for FY26. These KPIs take account of the key business priorities

including, for example: fundraising, realised returns on investments and fee-related profitability. Part of the

variable pay awards will be based on strategic and operational KPIs, such as Strategic Development, Culture,

Inclusion andSustainability.

Statement of voting at Annual General Meeting

The table below sets out the votes cast on the Directors’ Remuneration Report at the 2025 Annual General

Meeting, as well as the votes pertaining to the Directors' Remuneration Policy at the preceding Annual

General Meeting in 2023.

Votes for Votes against Abstentions

Directors’ Remuneration Report

92.61% 7.39% 1,248,192

Remuneration Policy

90.06% 9.94% 15,903

Payments for loss of office (audited)

There were no payments for loss of office during FY26.

Summary of meetings in the year

The Committee meets at least three times a year and more frequently if necessary. Executive Directors

attend the meetings by invitation. The Committee consults the Executive Directors regarding its proposals

and also has access to professional advice from outside the Group. The Head of Reward also attends meetings,

and the Company Secretary attends as Secretary. No Director is involved in any decisions as to their

ownremuneration.

Advisers to the Committee

Advisers are selected on the basis of their expertise in the area and with a view to ensuring independence

from other advisers to the Group. Therefore, the Committee is confident that independent and objective

advice is received from its advisers.

The fees charged for advice to the Committee were £191,151 payable to Alvarez and Marsal. Fees are

charged on the basis of time spent.

This Annual Report on Remuneration is approved by the Board and signed on its behalf by

Virginia Holmes

Chair of the Remuneration Committee

20 May 2026

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Annual report on remuneration continued

This section details the proposed new Directors’ remuneration policy (the Policy) for the the period

FY27 to FY29. This will be submitted for the normal, triennial AGM vote in July 2026.

A copy of the previous Directors’ remuneration policy approved by shareholders at the 2023 AGM is available

in the Remuneration Committee section of the ICG website at www.icgam.com/board.

Background

The Committee undertook a thorough review of the Policy in preparation for this triennial vote, which

included detailed consultations with our major shareholders. The review identified that the structure of

Executive remuneration under the Policy for the FY24-FY26 period has proved successful in supporting

ourbusiness strategy and the growth of ICG over the last six years. This structure of remuneration received

the support of over 90% of shareholders at the last vote. The remuneration structure is simple and

straightforward, with a single scorecard of performance criteria and a single award of variable pay, of which

atleast 70% is deferred into ICG shares that vest over 5 years.

The review also highlighted that ICG has grown and diversified substantially over the last two Policy periods,

and greatly extended its international scope. However, the maximum remuneration opportunity has not kept

pace with this significant growth, and is materially behind the median levels of our major listed competitors.

ICG operates in the international alternative asset management sector, which has a high concentration of

North American companies operating throughout the regions in which ICG is active. These companies set

thebenchmarks in the industry. ICG competes with these companies for institutional investment clients and

for talent. Although listed in London, less than 13% of ICG’s clients are located in the UK. ICG’s share of

fundraising from clients based in the Americas has risen to nearly 40% in FY26. ICG also has asignificant

andgrowing operation located in North America; ICG’ New York office is its largest after London.

Benchmarking

The bar chart shows a comparison of ICG’s remuneration with its listed competitors. The peer group has

beenselected following a review of available information and recommendation by our independent advisers,

Alvarez & Marsal. Most of these companies do not have a stated target or maximum level of remuneration, so

the comparison has been made with the actual disclosed total remuneration for the most recently reported

financial year. This analysis includes all elements of remuneration, and excludes any distributions from carried

interest that executives may participate in. As some of the US companies are significantly larger than ICG,

wehave compared ICG’s CEO /CIO role with the level below CEO (labelled as CEO-1) in the these larger

companies, to ensure a more like-for-like comparison. The CEO-1 roles are mainly heads of divisions within

these companies.

Feedback from the shareholder consultation

The shareholders that responded to the consultation acknowledged the substantial growth and development

of the ICG business since the current remuneration maximums were established. A majority of shareholders

that gave a clear opinion on the proposals were strongly supportive of the need for ICG’s maximum

remuneration to be increased.

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Directors’ remuneration policy

£0m

£5m

£10m £15m

£20m £25m

£30m

£35m

Carlyle Group Inc

Ares Management Corp Inc

Apollo Global Mgt Inc

Blue Owl Inc

Blackstone Inc

Onex Corp

3i Group PLC

BlackRock Inc

Brookfield Corp Inc

Partners Group Holding AG

Schroders PLC

ICG

Wendel

TPG Inc

M&G plc

CVC Capital Partners PLC

Bridgepoint Group PLC

CEO/CEO–1 Total remuneration (£m) (disclosed)

Note: Total remuneration includes all elements of remuneration (excluding any carried interest individuals may participate

in).LTIP is included at the value disclosed in the summary compensation table / single figure table; in cases where LTIP is not

included in the summary compensation table / single figure table, the approximate fair value of grant has been included instead.

CEO-1

Some shareholders asked the Committee to consider increasing Minimum Shareholding Requirements

(MSRs) for Executive Directors, and some also asked us to give additional reassurance regarding the degree

ofstretch in the financial performance targets in the scorecards over the next three years. We have addressed

both of these points in our proposals: the MSRs have been substantially increased in tandem with the increase

in maximum variable remuneration. The Committee will also ensure that the performance targets in the

scorecard are challenging relative to norms in our sector; the ‘stretch’ performance requirement will normally

be set above the level in the guidance the Board gives to shareholders.

The original proposals had included a significant salary increase for the CEO/CIO in FY27. Having taken

feedback from major shareholders, we removed this element of the proposals; the proposed increase in

remuneration is focused on variable remuneration.

Summary of proposed changes to the Directors’ remuneration policy

Change in maximum total variable

remuneration, for excellent performance Change in MSR

CEO/CIO Increases from current 8x base salary

to 10x base salary

Increases from current 3x base salary

to 5x base salary

CFO Increases from current 4x base salary

to 5.5x base salary

Increases from current 2x base salary

to 3x base salary

CPEAO Increases from current 3.5x base salary

to 4.5x base salary

Increases from current 2x base salary

to 3x base salary.

Proposed Directors’ remuneration policy for the the period FY27 to FY29

Annual Award Pool (AAP) and Business Growth Pool (BGP)

A central feature of the Group’s overall remuneration policy is the AAP. All incentives awarded across the

Group are governed by an overall limit of 30% of Pre-Incentive Cash Profit (PICP) over a five-year period.

This percentage may be exceeded in any single year but must not be exceeded on an average basis over

fiveyears. Managing the AAP by reference to a five-year rolling average ensures that variable awards to

employees are made in a considered way with a long-term perspective rather than as a reaction to a single

year’s exceptional performance.

The AAP is funded by PICP, so that:

– Interest income and capital gains are only recognised on a cash basis

– Impairments on investment principal are included

– Fair value movement of derivatives is excluded

The holding period for investments is typically four to eight years and a significant portion of the Group’s fund

management fees arise from committed closed-end funds and are payable over the life of the fund which can

be up to 12 years. This means that the AAP is long-term in nature as it includes realisations from a number of

investment vintages. By generating the award pool in this way, we ensure that employees are only rewarded

once returns have crystallised.

Allocation of the award pool

The AAP is based on cash profits the Group has already realised from its fund management business and its

investments, and it is capped at 30% annualised over a five-year period. The Committee exercises discretion

over the actual amount to be awarded in variable compensation each year, based on an assessment of market

levels of pay, Group KPIs, and individual performance (subject to the overall cap on the AAP).

In a strong year that has generated high PICP, the Committee may choose not to distribute the full AAP but

can instead retain some of it for potential use in future years. In years where PICP is low, the Committee may

distribute some of the retained AAP from previous years, if appropriate. The Committee applies a prudent

approach to setting the actual size of variable pay pool, within the overall limits described above.

The ongoing appropriateness of the 30% limit for the existing business is kept under review.

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Business Growth Pool (BGP)

The BGP, which does not apply to Executive Directors, is capped at 3% of the five-year rolling average PICP

and is designed to support the establishment of new investment strategies, commensurate with the overall

business strategy. The BGP is used to fund the incentives of relevant teams involved in developing such new

strategies, and is ring-fenced and limited in duration to the period when the new investment strategy is being

developed. Any awards made from the BGP are overseen by the Committee, and Executive Directors do not

participate in any such awards.

Awards falling within the AAP

All cash and share awards are distributed from the AAP. Historically, there have been two different award

types to be made over ICG shares: Deferred Share Awards and ICG PLC Equity Awards which are satisfied

using shares purchased in the market by our Employee Benefit Trust. Deferred Share Awards are not made to

Executive Directors.

Certain performance fees (funded by third-party investors) and other fund performance incentives funded by

ICG are also included in the overall limits set for the AAP.

Carried interest on third-party funds and similar arrangements in respect of ICG direct investment funds or

business acquisitions that do not give rise to a cost or liability to the Group are not remuneration and are

outside the AAP.

Awards to the Executive Directors

Awards to the Executive Directors are funded from the AAP, but are subject to specific KPIs, with detailed

targets set by the Committee. They are paid as a mix of cash and ICG PLC shares. A significant proportion of

the variable pay is made in the form of deferred shares, with at least 70% of the total variable pay for each

Executive Director awarded in the form of ICG PLC shares deferred over three, four and five years.

Malus and Clawback

The Company has Malus (forfeiture of unvested awards) and Clawback (recoupment of vested or paid

awards) in place for its variable pay plans for Executive Directors. Malus and Clawback provisions also apply

to other roles (‘Material Risk Takers’) as required by financial services regulations. Under the Malus and

Clawback requirements, variable pay may be recouped in part or in full, if the Remuneration Committee

determines that one or more specified events has occurred (‘Triggers’). For Executive Directors, these

Triggers include amongst other things: variable compensation was awarded based on erroneous or misleading

information; a material misstatement of the Group accounts has occurred; gross misconduct or failure to meet

appropriate standards of fitness or propriety; a material regulatory breach; severe negligence; a material

failure of risk management; substantial reputational damage to the Company; or corporate failure.

Inconsidering whether and to what extent to apply Malus or Clawback, the Remuneration Committee would

consider the seriousness of the Trigger event and the degree of responsibility of the Executive Director for

the event through their actions or failure to act.

The Recovery Period during which Malus and Clawback may be applied to a variable compensation award

varies depending on the award type but is a minimum of three years from the award date. For Executive

Directors, the deferred equity portion of variable compensation awards (ICG PLC Equity Awards) is subject

toMalus until vesting and Clawback which normally applies for up to five years from award, extendable

(forexample to seven years) to allow an investigation into a potential Trigger event to be concluded. The cash

portion of variable compensation awards for Executive Directors is subject to Clawback which applies for

three years from the award date. The Remuneration Committee considers these Recovery Periods to be

appropriate taking account of the nature of ICG’s business and to allow a reasonable maximum period for

anyinformation regarding a Trigger event to become known.

The Committee has not used the Malus or Clawback provisions to recoup any variable compensation from

Executive Directors during FY26, or in prior years.

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Directors’ remuneration policy continued

The following charts show the key elements of our proposed Remuneration Policy which apply for FY27.

Fulldetails of the proposed Remuneration Policy are provided in the next section.

Illustration of application of Directors’ remuneration policy

The total remuneration which could be awarded to each Executive Director under the remuneration policy

for the year ended 31 March 2027 is shown in the charts under three different performance scenarios.

The annual variable award is split between the following elements:

– Cash Bonus Award

– ICG PLC Equity Award

The value of on-target variable remuneration for each Executive Director is based on the level which the

Committee has agreed should be receivable to the extent to which the Group achieves its targets.

It remains possible that remuneration earned over more than one financial year will be disclosed in future

years’ single figure tables , emanating from previous awards of Deal Vintage Bonus (DVB), (formerly known

asBalance Sheet Carry (BSC)) or Shadow Carry. Since the adoption of the Remuneration Policy in 2017,

Executive Directors have not been eligible to participate in these plans.

The charts on the left incorporate the following assumptions:

– Fixed pay – Includes base salary (for the financial year ended 31 March 2027), benefits and a pension allowance of 12.5% for the

Executive Directors. The benefits figure is based on the 2026 single figure total for all Executive Directors (excluding any future

grant of SAYE options) and assuming a similar level of coverage for all Executive Directors in future years.

– Target – Fixed pay plus the value that would arise from the incentives for achieving on-target performance (with an assumed

deferral of 80% for Benoît Durteste and 70% for the other Executive Directors). The Target level of total variable pay for Benoît

Durteste is set at 6x base salary. The Target total variable pay for David Bicarregui is 2.75x base salary and the Target total variable

pay for Antje Hensel-Roth is 2.25x base salary.

– Maximum – Fixed pay plus the value that would arise from the incentives for achieving maximum performance with an assumed

deferral of 80% for Benoît Durteste and 70% for the other Executive Directors). The Maximum level of total variable pay for Benoît

Durteste is set at 10x salary from FY27 onwards. The Maximum total variable pay for David Bicarregui is 5.5x base salary and the

Maximum total variable pay for Antje Hensel-Roth is 4.5x base salary.

– Maximum with 50% share price growth – Maximum remuneration increased for the assumption that the share components of the

package (ICG PLC Equity Award) increase in value by 50% from the share price at grant.

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£901k

£5,521k

£8,601k

£11,681k

Benoît Durteste

Fixed pay only

Target

Maximum

Maximum with

50% share price

growth

100%

16%

10%

17%

18%

13%

67%

0 2,000 4,000 6,000 8,000 10,000

£764k

£2,524k

£4,284k

£5,516k

David Bicarregui

Fixed pay only

Target

Maximum

Maximum with

50% share price

growth

25%

19%

49%

57%

67%

£621k

£1,814k

£3,006k

£3,841k

Antje Hensel-Roth

Fixed pay only

Target

Maximum

Maximum with

50% share price

growth

100%

Cash Bonus Award ICG PLC Equity Award

1,000 2,000 4,000

1,000 2,000 3,000 4,000

72%

79%

100%

14%

18%

21%30%

5,000

24%

19%

46%

55%

65%

16%

21%

20%34%

Fixed pay

3,000

12,000

6,000

Directors’ remuneration policy table

The table below outlines each element of the remuneration policy for the Directors of the Company.

1. Base salary

– Appropriate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

– Designed to be sufficient to ensure

that Executive Directors do not

become dependent on their

variableremuneration

– Reflects local competitive

marketlevels

– Paid monthly

– Typically reviewed annually with any changes generally applying

from the start of the financial year

– In considering increases, the Committee considers the range of salary

increases applying across the Group, and local market levels

– Any increase in salary for an Executive Director will not normally exceed

the average salary increase across the Group unless there are

exceptional reasons such as, but not limited to, a change in the role or

responsibilities of the Executive Director

– None

2. Benefits

– Appropriate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

– Reflects local competitive

marketlevels

– Benefits currently receivable by Executive Directors include

lifeassurance, private medical insurance and income protection

– Additional benefits may be offered in line with market practice

ifconsidered appropriate by the Committee

– Provision and level of benefits are competitive and appropriate in the

context of the local market

– The maximum opportunity will depend on the type of benefit and

costofits provision, which will vary according to the market and

individual circumstances

– None

3. Pension

– Appropriate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

– All Executive Directors are entitled to a pension allowance

payable each month at the same time as their salary

– A pension allowance of no more than the level available to the majority

of the Group’s workforce in the relevant location is provided. The

current level for majority of the UK workforce is up to12.5% of

basesalary

– None

4. Total Variable Pay Award

– The Total Variable Pay Award is split

between Cash Bonus Award (4a)

and ICG PLC Equity Award (4b)

(seebelow)

– The total variable pay award consists of the Cash Bonus Award

and ICG PLC Equity Award

– An Executive Director’s annual variable award is drawn from the AAP

which is determined as described on page 102

– Total variable pay awards to Executive Directors are subject to a cap,

payable for outstanding performance only. This is 10x base salary for

theCEO/CIO), 5.5x base salary for the CFO and 4.5x base salary for

theCPEAO

– Target variable awards to Executive Directors are 6x base salary for the

CEO/CIO, 2.75x base salary for the CFO and 2.25x base salary for

theCPEAO

– An Executive Director’s

annual variable award is

drawn from the AAP, and so is

directly funded by reference

to the Group’s cash profit for

the relevant financial year

– Executive Director’s annual

variable award entitlement

isdetermined by reference

toperformance against

performance objectives,

whichare derived from the

Group’s KPIs

4a. Cash Bonus Award

– Rewards achievement of business

KPIs, cash profits and employing

sound risk and business

management

– Awards are made in cash after the end of the financial year

– The maximum amount of an Executive Director’s Total Variable

Pay Award that can be paid as a Cash Bonus Award is 30%

– Cash Bonus Awards are subject to clawback which applies for

three years post award. Forfeiture of compensation may be

triggered by, among other things, a misstatement of the accounts,

regulatory breaches and serious breaches of contract

– See details above in relation to the overall annual variable award – See details above in relation

tothe overall annual

variableaward

Purpose and link to strategy

Operation

Maximum opportunity

Performance conditions

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4b. ICG PLC Equity Award

– Rewards achievement of business

KPIs, cash profits and employing

sound risk and business

management

– Aligns the interests of Executive

Directors with those of shareholders

– Awards are made over shares in the Company after the end of the

financial year

– At least 70% of an Executive Director’s Total Variable Pay Award

shall be delivered in ICG PLC Equity

– Shares normally vest by one-third in each of the third, fourth and

fifth years following the year of grant unless the Executive leaves

forcause or to join a competitor, in which case the awards lapse.

TheCommittee has discretion to vary the date of vesting if

necessary or desirable for regulatory or legislative reasons

– In the event of a change in control (other than an internal

reorganisation) shares vest in full

– Dividend equivalents accrue to participants during the vesting period

– PLC Equity Awards made are subject to both malus, until vesting,

and clawback which may apply for up to seven years post grant.

Forfeiture of compensation may be triggered by, among other

things, a misstatement of the accounts, regulatory breaches and

serious breaches of contract

– See details above in relation to the overall annual variable award – See details above in relation

tothe overall annual

variableaward

5. Shareholding requirement

– To align the interests of the Group’s

Executive Directors with those

ofshareholders

– To further enhance long-term

alignment with shareholders, a post-

cessation shareholding requirement

also applies.

– Executive Directors are required to build ownership of a number

of ordinary shares in the Group, normally over five years from

appointment, with a market value equal to a multiple of the

Director’s annual base salary. This multiple is 5x for theCEO and

3x for the other Executive Directors

– Executive Directors are normally required to maintain this level

(or the level so far accrued at cessation, if lower) of holding for two

years after cessation of role.

– N/A – N/A

6. The ICG PLC SAYE Plan

– Provides an opportunity for all UK

employees to participate in the

success of the Group. Executive

Directors may also participate on

the same terms as other employees

in any other general employee share

plan that ICG may operate.

– All UK employees are offered the opportunity to save a regular

amount each month over 36 months and may receive an uplift at

the end of the saving contract (subject to HMRC legislation)

– At maturity, employees can exercise their option to acquire and

purchase shares in ICG PLC at the discounted price set at the

award date or receive the accumulated cash.

– Employees may save the maximum permitted by legislation

eachmonth

– The Plan is not subject to any

performance conditions, as

this is not permitted by the

relevant legislation

7. Fees paid to Non-Executive

Directors

– To facilitate the recruitment of Non-

Executive Directors who will

oversee the development of strategy

and monitor the Executive

Directors’ stewardship of

thebusiness

– Fees are payable to Non-Executive Directors for their services

inpositions upon the Board and various Committees. Fees may be

paid in cash or ICG plc shares.

– Fees for the Board Chair are determined and reviewed annually

by the Committee and fees for Non-Executive Directors are

determined by the Board Chair and the Executive Directors

– The Committee refers to objective research on up-to-date,

relevant benchmark information for similar companies

– Non-Executive Directors are reimbursed for expenses, such as

travel and subsistence costs, incurred in connection with their

duties. Any tax costs associated with these benefits are paid by

the Group

– Non-Executive Directors cannot participate in any of the Group’s

variable pay plans or share schemes and are not eligible to join the

designated Group pension plan

– Fees are set and reviewed in line with market rates. Supplementary

fees may be paid to reflect additional time commitments required of

Non-Executive Directors. Aggregate annual fees do not exceed the

limit set out in the Articles of Association

– Any benefits receivable by Non-Executive Directors will be in line with

market practice

– None of the Non-Executive

Directors’ remuneration is

subject to performance

conditions

Purpose and link to strategy

Operation

Maximum opportunity

Performance conditions

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Performance measures and targets

The AAP is determined based on the Group’s financial performance. The Group’s PICP provides a link

between income generation for shareholders and employee compensation (see page 102).

Once the AAP has been calculated, it is then allocated based on business performance and an individual’s

performance as determined by the annual appraisal process.

Executive Directors have performance objectives set and KPIs are set by the Committee. Details of these

KPIs are set out on page 91. Further management information is provided to the Committee on performance

to ensure that financial results are put into the context of wider performance factors, compliance and

riskappetite.

Co-investment and carried interest in third-party funds

Executive Directors and certain professionals in the Group are expected to invest in third-party funds through

co-investment and carried interest. Where this applies, the relevant employee pays full market value for these

interests at the time of acquisition, and takes the investment risk. These are personal investments that are

expected by third-party fund clients, to drive financial alignment with third-party fund performance, rather

than remuneration provided by ICG for services to the Group.

Committee discretion

The Committee, consistent with market practice, retains discretion over a number of areas relating to the

operation of the Policy. These include, but are not limited to, the following:

– the timing of awards or payments

– the size of awards (within the limits set out in the Policy table)

– the choice of weighting and assessment of performance metrics

– in exceptional circumstances, determining that a share-based award shall be settled (in full or in part)

incashthe treatment of awards in the event of a change of control or restructuring

– determination of good leaver status, and treatment of awards for such leavers

– whether, and to what extent, malus and/or clawback should apply

– adjustments required in exceptional circumstances such as rights issues, corporate restructuring,

or special dividends

– adjustments to performance criteria where there are exceptional events

– the size of annual salary increases, subject to the principles set out in the Policy table.

Service contracts and policy on payments for loss of office

Executive Directors

The Group’s policy is for Executive Directors to have ongoing contracts which are deemed appropriate for

thenature of the Group’s business. Service contracts are held, and are available for inspection, at the Group’s

registered office. The details of the service contracts for Executive Directors serving during the year and the

treatment of deferred share awards to Executive Directors are shown below.

Executive Director

Date of service

contract

Last re-

elected

Re-election

frequency

Notice

period

Non-

compete

provisions

Compensation on

termination by the

Company without notice or

cause

Benoît Durteste

21 May 2012 July 2025 Annual 12 months Restraint

period of

months

The salary for any

unexpired period of

notice plus the cost to

the Group (excluding

National Insurance

contributions) of

providing benefits (and

pension if applicable)

for the same period.

The Group may also

make payments,

where necessary, to

mitigate any potential

claims, and to

compensate for legal

fees or outplacement

costs incurred

David Bicarregui

02 April 2023 July 2025 Annual 12 months Restraint

period of

9 months

Antje Hensel-Roth

16 April 2020 July 2025 Annual 12 months Restraint

period of

9 months

Deferred

share award

Status

Death, disability,

long-term ill health Redundancy Cause or competing Any other reason

PLC Equity

Award

Unvested Retain with early vesting Retain Forfeit, subject

to discretion

Retain, subject to

discretion

Deferred

Share Award

Unvested Retain with early vesting Retain Forfeit, subject

to discretion

Retain, subject to

discretion

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Exercise of discretion

The discretion available to the Committee under the variable pay plans is intended to provide the Committee

with flexibility to deal fairly with every eventuality. In exercising its discretion, the Committee will take into

account the circumstances in which the individual has left the Group, their performance and the impact that

this has had on the Group’s overall performance. The Committee reserves discretion to make a variable pay

award to an Executive Director in respect of the final year of service, taking into account the circumstances

ofthe individual’s termination of office, the portion of the year served, and performance for the financial

yearconcerned.

Approach to recruitment remuneration

The Group operates in a highly specialised and competitive market, and hence competition for talent is

intense. The Committee’s approach to recruitment remuneration is to pay what is appropriate to attract

candidates to a role.

New Executive Directors are offered a remuneration package similar to that of existing employees in the

same role. All Executive Directors are offered an appropriate annual salary, benefits and pension allowance

and all participate in the Annual Award Pool and are subject to an overall cap on variable reward.

However, it may be necessary to offer a new Executive Director a remuneration package that differs from

that currently provided to the Executive Directors in order to attract the best recruit. This could include

ahigher base salary and relocation and/or housing benefits and higher total variable pay, but not more than

the CEO/CIO base salary multiple level set out in the policy table, unless there are exceptional circumstances.

Replacement of forfeited compensation such as deferred bonuses and long-term incentives is permitted.

Thisis subject to, as far as possible, the timing, delivery mechanism (i.e. shares or cash) and amounts paid out

being set to reflect any former arrangement. As far as possible, the value of any replacement awards will

reflect the expected value of the forfeited awards.

In the event of an internal promotion to the Board, the Committee reserves the right to allow any pre-existing

awards or arrangements to be retained until their normal maturity date, notwithstanding that these may not

be consistent with the approved policy.

Statement of consideration of shareholder views

The Committee is responsible for the overall remuneration policy for all the Group’s employees and ensures

that the remuneration arrangements should take into account the long-term interests of shareholders, clients

and other stakeholders.

The Group recognises the importance of communication with its shareholders, particularly through interim

and annual reports and the AGM.

The CEO, CFO and the Chairmen of the Board and each of its Committees will be available to answer

shareholders’ questions at the AGM. The CEO and the CFO meet institutional shareholders on a regular basis,

and the Board Chair periodically contacts the Group’s major shareholders and offers to meet with them.

TheBoard is kept fully informed of the views and concerns of the major shareholders and relevant NEDs

attend meetings with major shareholders and shareholder advisory groups when requested to do so.

Statement of consideration of employment conditions elsewhere in the Group and employee views

The Committee considers the employment conditions and the remuneration structures in place for all

employees of the Group when setting the Directors’ Remuneration Policy.

The Committee also reviews the remuneration arrangements of senior investment and marketing employees

and senior management and control function employees and oversees the remuneration structure and

market positioning for other roles. The overall and average salary increase across the Group is approved by

the Committee each year. The Board has established a process which is used to seek the opinions of

employees when setting the Directors’ Remuneration Policy by seeking feedback through a designated NED.

In addition employees’ views are represented at Committee meetings through the Chief People and External

Affairs Officer, who is also an Executive Director, and the Head of Reward.

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Other information

Directors’ remuneration policy continued

The Directors present their Report and the audited

financial statements for the financial year ended

31March 2026. The risks to which the Group is

subject and the policies in respect of such risks, are

set out on pages 34 to 39 and are incorporated into

this report by reference. The Corporate Governance

section, set out on pages 66 to 113, explains how

theGroup has applied the Code’s principles and

provisions throughout the year and is incorporated

into this report by reference.

The Directors’ Report and Strategic Report together

constitute the Management Report for the year

ended 31March 2026 for the purpose of Disclosure

and Guidance Transparency Rule 4.1.8R.

Significant shareholdings

As at 31 March 2026, the Company had been

notified or otherwise become aware of the following

interests pursuant to the Disclosure Guidance and

Transparency Rules representing 3% or more of the

issued share capital of the Company.

Institution

Number of

Percentage of

voting rights

BlackRock Inc

19,179,996 6.59%

The Capital Group

Companies, Inc

15,102,065 5.20%

Wellington Management

Company

14,402,469 4.95%

Amundi SA

13,492,663 4.64%

Vanguard Group Inc

13,243,727 4.56%

In the period from 31 March 2026 to 19 May 2026,

the Company received further notifications of

achange in shareholding, as follows:

Institution

Number of

Percentage of

voting rights

Societe Generale

15,532,290 5.46%

Amundi SA

14,342,460 5.01%

The above reflects what has been notified to the

Company and includes both proprietary positions

and interests managed on behalf of related funds.

Directors’ interests

The interests of Directors who held office at 31

March 2026 and their connected persons, as defined

by the Companies Act 2006, are disclosed in the

report of the Remuneration Committee on page 85.

During the financial year ended 31 March 2026,

theDirectors had no options over or other interests

in the shares of any subsidiary company.

Directors

The profiles of the Directors currently serving

areshown on pages 70 to 71; those details are

incorporated into this report by reference. All of

theDirectors served throughout the year, with

theexception of Robin Lawther, appointed as

aDirector on 1 November 2025, and Vincent

Mortier, appointed as a Director on 31 March 2026,

and Jonathon Bond who was appointed subsequent

tothe end of the financial year on 1 April 2026.

Documents for public inspection

The terms of reference of each of the Board

Committees, together with the Directors’

serviceagreements, the terms and conditions

ofappointment of NEDs and Directors’ deeds

ofindemnity, are available for inspection at the

Company’s registered office during normal

businesshours.

Committee proceedings

Each Committee has access to such external

adviceas it may consider appropriate. The terms

ofreference of each Committee are considered

regularly by the respective Committee and referred

to the Board for approval.

Board process

Each Board member receives a comprehensive

Board pack at least five days prior to each meeting

which incorporates a formal agenda together with

supporting papers for items to be discussed at the

meeting. Further information is obtained by the

Board from the Executive Directors and other

relevant members of senior management, as the

Board, particularly its NEDs, consider appropriate.

Asimilar process is followed for each Committee.

Company Secretary

– Responsible for advising on legal, governance and

listing matters at Board level and across the Group

– Provides advice and support to the Board and

itsCommittees

– Manages the Group’s relationships with

shareholder bodies

Advice for Directors

All Directors have access to the advice and

servicesof the Company Secretary and may take

independent professional advice at the Group’s

expense in the furtherance of their duties. The

appointment or removal of the Company Secretary

would be a matter for the Board.

Meetings with the Chair

Time is allocated at the end of each Board meeting

for the NEDs to hold meetings in the absence of

Executive Directors. As appropriate, the NEDs will

also hold sessions in the absence of the Chair.

In accordance with the Code, any shareholder

concerns not resolved through the usual

mechanisms for investor communication can be

conveyed to the SID. The SID acts as a sounding

board for the Chair and also leads the annual

appraisal of the Chair.

Directors’ indemnity

Qualifying third-party indemnity provisions

(asdefined by Section 234 of the Companies Act

2006) were in force during the course of the financial

year ended 31 March 2026 for the benefit of the

Directors of the Company and the Directors of

certain of the Company’s subsidiaries in relation

tocertain losses and liabilities which they may incur

in connection with their duties, powers or office.

TheGroup also maintains Directors’ and Officers’

insurance which gives appropriate cover for legal

action brought against its Directors.

Conflicts of interest

Directors have a statutory duty to avoid conflicts of

interest with the Group. The Company’s Articles of

Association allow the Directors to authorise conflicts

of interest and the Board has adopted a policy and

effective procedures for managing and, where

appropriate, approving potential conflicts of interest.

No material conflicts of interest exist.

Internal control

The Board has overall responsibility for the Group’s

internal control system and monitoring of risk

management, the effectiveness of which is reviewed

at least annually. Internal controls include giving

reasonable, but not absolute, assurance that assets

are safeguarded, transactions are authorised and

recorded properly, and that material errors and

irregularities are prevented or detected within

atimely period.

Through the regular meetings of the Board and the

schedule of matters reserved to the Board or its duly

authorised Committees, the Board aims to maintain

full and effective control over appropriate strategic,

financial, operational and compliance issues. For

further details of the Group’s Committees, please

see pages 75 to 88 and for further details of the

Board, page 69.

The Board has put in place an organisational

structure with clearly defined lines of responsibility

and delegation of authority. The Board annually

considers and approves astrategic plan and budget.

In addition, there are established procedures and

processes in place for the making and monitoring

ofinvestments and the planning and controlling

ofexpenditure.

The Board also receives regular reports from the

Executive Directors and other members of senior

management on the Group’s operational and

financial performance, measured against the

annualbudget, as well as regulatory and compliance

matters. For further details of the Group’s Executive

Directors, please see page 70.

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The Group has in place arrangements whereby

individuals may raise matters of concern in

confidence about possible improprieties in matters

of financial reporting or other matters.

The rationale for the system of internal control

istomaximise effectiveness for the commercial

management of the business and to provide the

Board with regular and effective reporting on the

identified significant risk factors. The Board is

responsible for determining strategies and policies

for risk control, and management is responsible for

implementing such strategies and policies.

The Board confirms that an ongoing process for

identifying, evaluating and managing the Group’s

significant risks has operated throughout the year

and up to the date of the approval of the Directors’

Report and financial statements. For further details

of the risks relating to the Group, please see page 34

and the report of the Risk Committee on page 79.

Going concern statement

The Group’s business activities, together with the

factors likely to affect its future development,

performance and position, are set out in the Strategic

Report on pages 6 to 65. The financial position of the

Group, its cash flows, liquidity position, and

borrowing facilities are described in the Finance

Review on page 18. In addition, the Directors have

taken account of the Group’s risk management

process described on page 34. The Directors have

made an assessment of going concern, taking into

account both the Group’s current performance and

the Group’s outlook, using the information available

up to the date of issue of these financial statements.

The Directors have acknowledged their

responsibilities in relation to the financial statements

for the year to 31 March 2026 and considered it

appropriate to prepare the financial statements on

agoing concern basis as detailed in Note 1 Basis of

Preparation (page 130).

Accordingly, the Directors have a reasonable

expectation the Group has resources to continue

asagoing concern to 30 November 2027, an 18-

month period from the date of approval of the

financial statements.

In preparing the Group financial statements, the

Directors are required to:

– assess the Group’s ability to continue as a going

concern, disclosing, as applicable, matters related

to going concern

– use the going concern basis of accounting unless

they either intend to liquidate the Group or to

cease operations, or have no realistic alternative

but to do so.

Change of control agreements

There are no significant agreements to which the

Group is a party that take effect, alter or terminate

upon a change of control of the Group, other than:

1.The Private Placement arrangements of $54m and

€30m dated 29 September 2016, and $100m and

$125m dated 26March 2019, where a change of

control of the Company gives rise to a prepayment

offer, whereby the Company must make an offer

to allholders of the Private Placement notes to

prepay theentire unpaid principal amount of the

Private Placement notes, together with accrued

interest thereon.

2. The £550m committed syndicated Revolving Credit

Facility agreement entered into on 22 October 2024

contains a change of control provision which provides,

upon the occurrence of a change of control of the

Company, for a 30-day negotiation period with the

syndicate lenders to agree terms and conditions which

are acceptable to syndicate lenders and the Company

for continuing the facilities. If, at the end of the

negotiation period, no such agreement is reached, the

facilities agreement gives each lender the right, but not

the obligation, upon applicable notice, to cancel their

commitments under the facilities agreement and

declare their participation in the loans then outstanding

repayable immediately, together with accrued interest

and all other amounts payable thereon.

3.The employee share schemes, details of which can

be found in note 24 of the financial statements, and

the ICG Sharesave Plan 2025, become exercisable

for alimited period following a change of control.

Awards and options under the Omnibus Plan and

the Deal Vintage Bonus Plan vest immediately on

achange of control.

4.Carried interest arrangements in respect of

anumber of funds vest fully in favour of the

Company and certain of the Group’s employees

following a change of control event.

There are no agreements between the Group and its

Directors or employees providing for compensation

for loss of office or employment that occurs because

of a takeover bid apart from those described above

and the usual payment in lieu of notice.

Information included in the Strategic Report

In accordance with section 414 C (11) of the

Companies Act 2006, the following information

otherwise required to be set out in the Directors’

Report can be located as follows: likely future

developments in the Group’s business (page 7); risk

management objectives and policies (page 34); hedging

policies and exposures (page 157); engagement with

employees (page 31); and engagement with suppliers

and other stakeholders (pages 41).

Dividend

The Directors recommend a final dividend payment

in respect of the ordinary and ordinary non-voting

shares of the Company at a rate of 59.3 pence per

share (2025: 56.7 pence per share), which when

added to the interim net dividend of 27.7 pence per

share (2025: 26.3 pence per share) gives a total net

dividend for the year of 87.0 pence per share (2025:

83.0 pence per share). The recommendation is

subject to the approval of shareholders at the

Company’s AGM in July 2026. The amount of

ordinary dividend paid in the year was £242.3m

(2025: £228.9m).

Streamlined energy and carbon reporting

Disclosures on our greenhouse gas emissions and

energy consumption are set out on pages 63 to 64.

Political contributions

No donations, expenditure or contributions were

made during the current and prior year for political

purposes by the Company or any of its subsidiaries.

Research and development activities

Details of the research and development activities

undertaken are set out in note 16.

Disclosures required under UK Listing Rule 6.6.1

The Group’s Employee Benefit Trust (EBT) has

lodged standing instructions to waive dividends on

shares held by it. Dividend waivers have also been

issued for shares held as treasury shares. The total

amount of dividends waived during the year ended

31 March 2026 was £3.2m. During the year the

Company issued 1,680,934 ordinary non-voting

shares with an aggregate nominal value of £441,245

to Amundi for total consideration of £27,027,177, in

accordance with the terms of a strategic partnership

agreement entered into in November 2025. See page

16 for further details. Other than this, there are no

disclosures required to be made under UK Listing

Rule 6.6.4.

Compliance with climate-related

financial disclosures

The Group considers that it has included climate-

related financial disclosures that are consistent with

the TCFD recommendations and recommended

disclosures, and that comply with the requirements

under section 414CB(2A) of the Companies Act 2006.

Modern slavery and human trafficking

We are opposed to any form of modern slavery and

human trafficking. We seek to ensure there are no

such practices in our business and supply chain.

During the year, we have carried out employee

training and awareness raising and continued to

include anti-slavery considerations in supplier

selection and due diligence. We conduct due

diligence on our own business, portfolio companies,

and material suppliers. No concerns were raised in

any of our due diligence over the course of the last

year. The Group’s full policy on Modern Slavery can

be found at www.icgam.com/ms.

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Non-UK branches

Group subsidiary companies have branches in France,

Netherlands, Italy, Germany, Denmark and the

Republic of Korea.

Auditor

EY were the auditor for the financial year ended

31March 2026. A resolution for the appointment of EY

as the auditor was passed at the AGM held on 16 July

2025. Details of auditor’s remuneration for audit and

non-audit work are disclosed in note 11 to the accounts.

Further details are set out in the

Audit Committee report on page 75

Disclosure of information to the auditor

Each of the persons who is a Director at the date

of approval of this report confirms that:

– So far as the Director is aware, there is no relevant

audit information of which the Company’s auditor

is unaware

– The Director has taken all reasonable steps that

they ought to have taken as a Director in order to

make themselves aware of any relevant audit

information and to establish that the Company’s

auditor is aware of that information

This confirmation is given and should be interpreted

in accordance with the provisions of section 418 of

the Companies Act 2006.

Post-balance sheet events

Material events since the balance sheet date are

described in note 32 and form part of the Directors’

Report disclosures.

Inclusion

We are committed to creating an inclusive

environment where our people are treated with

dignity and respect. We do not tolerate unlawful

discrimination, bullying or harassment on any

grounds. All employees and third parties working

with us must comply with our policies preventing

discrimination, victimisation, harassment, or bullying.

Such conduct is harmful to both our employees and

our business and any complaints received are

thoroughly investigated.

We aim to:

– Ensure that all job applicants are treated fairly and

judged on criteria relevant to a vacant position

– Ensure that all employees are treated in a fair and

equitable manner which allows each individual to

reach their full potential

– Ensure that decisions on recruitment, selection,

training, promotion, career management, transfer,

terms and conditions of employment and every

other aspect of employment are based solely on

objective and job-related criteria

– Provide the Group with a workforce of the highest

ability which reflects the population as a whole

– Avoid any type of unlawful discrimination

– Ensure all managers actively promote equal

opportunities within the Group

The employment and retention of people with

adisability is included in this commitment, and

wewill provide reasonable adjustments to

enablethis. Arrangements are also made as

necessary to ensure support to and full and fair

consideration ofjob applicants who happen to

bedisabled. OurDiversity and Inclusion policy,

whichincludes Anti-Discrimination, Bullying,

Harassment, andVictimisation, is available

onourwebsite at www.icgam.com/di.

Seepage32for further details on our approach to

Inclusion including representation data. Additionally,

the FY26 Sustainability and People Report provides

a comprehensive overview.

Investing in our workforce

Please see page 30 for details of our approach to

investing in and rewarding our workforce and note

24 to the financial statements on page 161 for details

of our employee share schemes.

Acquisition of shares by EBT

Acquisitions of shares by the ICG Employee

BenefitTrust 2015 purchased during the year are

asdescribed in note 23 to the financial statements.

Thetrustees of the EBT have waived their right to

receive dividends on these shares and do not

exercise any voting rights while the ordinary shares

are held in the EBT.

Issued share capital

During the year, 2,785,365 ordinary shares of

26¼pence each (representing 0.9% of issued

sharecapital) were bought back, for an aggregate

consideration of £44.0m, in connection with

thestrategic partnership with Amundi, as announced

on 18 November 2025. Theauthority to effect

purchases of the Company’s shares is renewed

annually and approval will be sought at the

forthcoming AGM for its renewal. As at 31 March

2026 the issued share capital of the Company was

294,373,624 ordinary shares (including 6,518,698

shares held by the Company as treasuryshares).

Theissued share capital of the Company at the

dateof the 2025 Annual General Meeting was

294,370,225 ordinary shares of 26¼ pence each

(including 3,733,333 treasury shares held by

theCompany).

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Compliance with climate-related disclosure requirements

The Group has complied with the requirements of UKLR 6.6.6R and sections 414CA and 414CB of the

Companies Act 2006 by including climate-related financial disclosures consistent with the TCFD

recommendations and recommended disclosures. Disclosures can be found on the following pages:

Pillar

Disclosure Page

Governance

a. Describe the Board’s oversight of climate-related risks and opportunities

b.Describe management’s role in assessing and managing climate-related risks

and opportunities

Strategy

a. Describe the climate-related risks and opportunities the organisation has

identified over the short, medium, and long term

b.Describe the impact of climate-related risks and opportunities on the

organisation’s businesses, strategy, and financial planning climate-related risks

c. Describe the resilience of the organisation’s strategy, taking into consideration

different climate-related scenarios, including a 2°C or lower scenario

Risk management

a. Describe the organisation’s processes for identifying and assessing climate-

related risks

b.Describe the organisation’s processes for managing climate-related risks

c. Describe how processes for identifying, assessing, and managing climate-

related risks are integrated into the organisation’s overall risk management

Metrics and

targets

a. Disclose the metrics used by the organisation to assess climate-related risks and

opportunities in line with its strategy and risk management process

b.Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions and the

related risks

c. Describe the targets used by the organisation to manage climate-related risks

and opportunities and performance against targets

Read more on our TCFD disclosures on pages 46 to 62

Rights attaching to the Company’s shares

Certain key matters regarding the Company’s share

capital are noted below:

– Under the Company’s Articles of Association,

anyshare in the Company may be issued with

suchrights or restrictions, whether in regard to

dividend, voting, transfer, return of capital or

otherwise as the Company may from time to time

by ordinary resolution determine or, in the absence

of any such determination, as the Board may

determine. The shares currently in issue are

ordinary shares of 26¼ pence each carrying equal

rights and ordinary non-voting shares, which

rankequally with the ordinary shares as regards

participation in dividends and returns of capital,

but do not have voting rights. The Articles of

Association of the Company cannot be amended

without shareholder approval

– At a General Meeting of the Company every

member present in person or by a duly appointed

proxy has one vote on a show of hands and on

apollone vote for each share held.

– The notice of any general meeting specifies

deadlines for exercising voting rights either

byproxy or present in person in relation to

resolutions to be passed at a general meeting

– No shareholder is, unless the Board decides

otherwise, entitled to attend or vote either

personally or by proxy at a general meeting or

toexercise any other right conferred by being

ashareholder if:

– They or any person with an interest in shares

havebeen sent a notice under section 793 of

theCompanies Act 2006 (section 793 notice)

(which confers upon public companies the power

torequire information with respect to interests

intheir voting shares)

– They or any interested person have failed to supply

the Company with the information requested

within 14 days where the shares subject to the

notice (the ‘default shares’) represent at least 0.25%

of their class or in any other case 28 days after

delivery of the notice. Where the default shares

represent 0.25% of their class, unless the Board

decides otherwise, no dividend is payable in respect

of those default shares and no transfer of any

default shares shall be registered. These restrictions

end seven days after receipt by the Company of

anotice of an approved transfer of the shares or

allthe information required by the relevant

section793 notice, whichever is the earlier

– The Directors may refuse to register any transfer

ofany share which is not a fully paid share,

although such discretion may not be exercised

inaway which the Financial Conduct Authority

regards as preventing dealings in the shares of the

relevant class or classes from taking place on an

open and proper basis. The Directors may likewise

refuse to register any transfer of a share in favour

of more than four persons jointly

– The Company is not aware of any other restrictions

on the transfer of ordinary shares in the Company

other than:

– Certain restrictions that may from time to time

beimposed by laws and regulations (for example,

insider trading laws or the UK Takeover Code)

– Pursuant to the UK Listing Rules of the Financial

Conduct Authority whereby certain employees

ofthe Company require approval of the Company

to deal in the Company’s shares

– The Company is not aware of any agreements

between shareholders that may result in restrictions

on the transfer of securities or voting rights

– An ordinary non-voting share shall be redesignated

as an ordinary share upon a valid transfer (being

atransfer to a transferee that is not an affiliate

ofAmundi Asset Management S.A.S.) to the

Company, in a widespread public distribution, in

which no transferee would acquire 2% or more of

any class of voting securities of the Company, or

involving a transfer in which the transferee would

control more than 50% of any class of voting

securities of the Company without regard to the

transfer from the person, in accordance with

applicable law

At the 2025 AGM the Directors were given the

power to allot shares and grant rights to subscribe

for, or convert any security into, shares: up to an

aggregate nominal amount of £25,430,728 and,

inthe case of a fully pre-emptive rights issue only,

upto a total amount of £50,861,456.

A resolution will be proposed to renew the

Company’s authority to allot further new shares at

the forthcoming AGM. In accordance with applicable

institutional guidelines, the proposed new authority

will allow the Directors to allot ordinary shares equal

to an amount of up to one-third of the Company’s

issued ordinary share capital as at 19 May 2026 plus,

in the case of a fully pre-emptive rights issue only,

afurther amount of up to an additional one-third

ofthe Company’s issued share capital as at 19 May

2026. The authority for Directors to allot the

Company’s shares is renewed annually and

approvalwill be sought at the forthcoming

AGMforits renewal.

The Directors’ authority to effect purchases of

theCompany’s shares on the Company’s behalf is

conferred by resolution of shareholders. At the

2025AGM the Company was granted authority to

purchase its own shares up to an aggregate value

ofapproximately 10% of the issued ordinary share

capital of the Company as at 19 May 2025.

Powers and appointment of Directors

Subject to its Articles of Association and relevant

statutory law and to such direction as may be given

by the Company by special resolution, the business

of the Company is managed by the Board, who may

exercise all powers of the Company whether relating

to the management of the business or not.

The Company’s Articles of Association give power

tothe Board to appoint Directors. The Articles also

require any Directors appointed by the Board to

submit themselves for election at the first AGM

following their appointment and for one-third of

theCompany’s Directors to retire by rotation at

eachAGM. Directors may resign or be removed

byan ordinary resolution of shareholders.

Notwithstanding the above, the Company has

elected, in accordance with the UK Corporate

Governance Code, to have all Directors reappointed

on an annual basis (other than any who have decided

to retire at the relevant AGM).

All Directors are standing for re-election at the

upcoming AGM on 15 July 2026. The Chair is

satisfied that, following the conclusion of the internal

Board performance review described on page 74,

each of the other Directors continues to be effective

and demonstrates commitment to their role. In the

case of the Chair, the NEDs are satisfied that he

continues to carry out the role effectively and

demonstrates commitment to his role.

2026 Annual General Meeting

The AGM of the Company is scheduled to take place

at the Procession House Office of the Company on

15July 2026 at 10:00am. Details will be contained

inthe Notice of Meeting, and shareholders will be

updated if arrangements change. Any shareholder

who wishes to vote by proxy or raise a question to

beanswered in writing should refer to the Notice of

Meeting for instructions on how to do so. Details of

the resolutions to be proposed at the AGM along with

explanatory notes are set out in the circular to be

posted to shareholders in June 2026 convening the

meeting. In line with the UK Corporate Governance

Code, if votes of more than 20% of those voting are

cast against a resolution, the Company will make

astatement when announcing the results of the vote

to explain any actions it intends to take to understand

the reasons behind the vote result.

This Directors’ Report is approved by the Board and

signed on its behalf by:

Andrew Lewis

Company Secretary

20 May 2026

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The Directors are

responsible for preparing

theAnnual Report and

Accounts in accordance

withapplicable law

andregulations.

Company law requires the Directors to prepare

financial statements for each financial year. Under

that law the Directors are required to prepare the

Group and Parent Company financial statements

inaccordance with UK-adopted international

accounting standards (UK-adopted IAS) and,

asregards the Parent Company financial statements,

as applied in accordance with section 408 of the

Companies Act 2006. Under company law the

Directors must not approve the accounts unless they

are satisfied that they give a true and fair view of the

state of affairs of the Company and of the profit or

loss of the Company for that period.

In preparing these financial statements, the

Directors are required to:

– Select suitable accounting policies in accordance

with IAS 8 Accounting Policies, Changes in

Accounting Estimates and Errors and then apply

them consistently

– Make judgements and accounting estimates that

are reasonable and prudent

– Present information, including accounting policies,

in a manner that provides relevant, reliable,

comparable and understandable information

– Provide additional disclosures when compliance

with the specific requirements of UK-adopted IAS

are insufficient to enable users to understand the

impact of particular transactions, other events and

conditions on the Group and Company financial

position and financial performance

– In respect of the Group and Parent financial

statements, state whether UK-adopted IAS have

been followed and, as regards the Parent Company

financial statements, applied in accordance with

the provisions of the Companies Act 2006, subject

to any material departures disclosed and explained

in the financial statements

– Prepare the financial statements on a going

concern basis unless it is appropriate to presume

that the Company and/or the Group will not

continue in business

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and

explain the Company’s transactions and disclose

with reasonable accuracy at any time the financial

position of the Company and enable them to ensure

that the financial statements comply with the

Companies Act 2006. They are also responsible for

safeguarding the assets of the Company and hence

for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

Under applicable law and regulations, the Directors

are also responsible for preparing a Strategic Report,

Directors’ Report, Directors’ Remuneration Policy

and Corporate Governance statement that comply

with that law and those regulations. The Directors

are responsible for the maintenance and integrity of

the corporate and financial information included on

the Group’s website.

The Directors confirm, to the best of their

knowledge:

– That the consolidated financial statements,

prepared in accordance with UK-adopted IAS,

givea true and fair view of the assets, liabilities,

financial position and profit or loss of the Company

and the undertakings included in the consolidation

taken as a whole

– That the Annual Report and Accounts, including

the Strategic Report and the Directors’ Report,

which together constitute the management report,

include a fair review of the development and

performance of the business and the position of

the Company and the undertakings included in the

consolidation taken as a whole, together with

adescription of the principal risks and

uncertainties that they face

– That they consider that this Annual Report and

Accounts, taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Company’s and the Group’s position, performance,

business model and strategy.

Benoît Durteste

Chief Executive Officer and Chief Investment Officer

David Bicarregui

Chief Financial Officer

20 May 2026

113

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Directors’ responsibilities statement

Opinion

In our opinion:

– ICG plc’s consolidated financial statements and Parent Company financial statements (together the

‘financial statements’) give a true and fair view of the state of the Group’s and of the Parent Company’s

affairs as at 31 March 2026 and of the Group’s profit for the year then ended;

– the consolidated financial statements have been properly prepared in accordance with UK-adopted

international accounting standards;

– the Parent Company financial statements have been properly prepared in accordance with UK-adopted

international accounting standards as applied in accordance with section 408 of the Companies Act 2006; and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of ICG plc (the ‘Parent Company’) and its subsidiaries (together the

‘Group’) for the year ended 31 March 2026 which comprise:

Group

Parent Company

Consolidated income statement for the year ended

31March 2026

Parent Company statement of financial position as at

31 March 2026

Consolidated statement of comprehensive income

forthe year ended 31 March 2026

Parent Company statement of cash flows for the year

ended 31 March 2026

Consolidated statement of financial position as at

31March 2026

Parent Company statement of changes in equity for

the year ended 31 March 2026

Consolidated statement of cash flows for the year

ended 31 March 2026

Consolidated statement of changes in equity for the

year ended 31 March 2026

Related notes 1 to 32 to the financial statements,

including material accounting policy information

The financial reporting framework that has been applied in their preparation is applicable law and UK-

adopted international accounting standards and as regards the Parent Company financial statements,

asapplied in accordance with section 408 of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’)

andapplicable law. Our responsibilities under those standards are further described in the Auditor’s

responsibilities for the audit of the financial statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group and Parent Company in accordance with the ethical requirements that

arerelevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied

to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with

these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the

Parent Company and we remain independent of the Group and the Parent Company in conducting the audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis

ofaccounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’

assessment of the Group and Parent Company’s ability to continue to adopt the going concern basis of

accounting included:

– obtaining an understanding of management and the Directors’ processes for determining the

appropriateness of the use of the going concern basis. This included discussions with management,

corroborating our understanding with the Audit Committee and obtaining management’s going concern

assessment covering the period to 30 November 2027, which is eighteen months from the date these

financial statements were authorised for issue;

– reviewing the Group’s cash flow forecasts, considering if the assumptions used in the models are

appropriate to enable the Directors to make an assessment in respect of going concern, including the

availability of existing and forecast cash resources and undrawn facilities;

– evaluating the regulatory capital and liquidity position of the Group, including reviewing the Internal Capital

Adequacy and Risk Assessment (‘ICARA’). This included verifying credit facilities available to the Group by

obtaining third-party confirmations;

– reviewing the appropriateness of the stress and reverse stress test scenarios, including assessing the

completeness of the severe scenarios that consider the key risks identified by the Group, our understanding

of the business and the external market environment. We also evaluated the analysis by testing the clerical

accuracy and assessed the conclusions reached in the stress and reverse stress test scenarios;

– assessing the plausibility of available options to mitigate the impact of the key risks by comparing them

toour understanding of the Group;

– performing enquiries of management and those charged with governance to identify risks or events that

may impact the Group’s ability to continue as a going concern. We also reviewed management’s going

concern paper approved by the Board, minutes of meetings of the Board and the Audit Committee and

made enquiries of management and the Board; and

– assessing the appropriateness of the going concern disclosures by comparing them with management’s

assessment for consistency and for compliance with the relevant reporting requirements.

Based on the work we have performed, we have not identified any material uncertainties relating to events

orconditions that, individually or collectively, may cast significant doubt on the Group and Parent Company’s

ability to continue as a going concern for the period to 30 November 2027.

In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate

Governance Code, we have nothing material to add or draw attention to in relation to the Directors’

statement in the financial statements about whether the Directors considered it appropriate to adopt

thegoing concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in

the relevant sections of this report. However, because not all future events or conditions can be predicted,

this statement is not a guarantee as to the Group’s ability to continue as a going concern.

114

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Independent auditor’s report to the members of ICG plc

Overview of our audit approach

Audit scope – The Group is managed principally from one location, with core business functions, including

finance and operations, located in London. All key accounting records are maintained in the UK.

The Group operates international offices in Europe, Asia and North America, which are primarily

responsible for deal origination, marketing and investment portfolio monitoring.

– The Group comprises 222 consolidated subsidiaries, including 23 consolidated structured entities.

– The Group audit team based in London performed audit procedures on all balances which are

material to the Group and Parent Company financial statements.

Key audit

matters

– Valuation of investments in portfolio companies, including investments valued with reference to

net asset value (‘NAV’), and real estate assets (including seed assets and those held via fund

structures).

– Valuation of investments in Collateralised Loan Obligations (‘CLOs’), including debt (senior) and

equity (subordinated) tranches.

– Calculation and recognition of management and performance fees.

Materiality – Overall Group materiality of £31.2m which represents 5% of normalised profit before tax.

Normalised profit before tax is calculated as the sum of the 2025 Fund Management Company’s

(‘FMC’) profit before tax (adjusted for the one-off impact ofchange in accounting estimate relating

to performance fees) and an average of the Investment Company (‘IC’) profit/loss before tax for the

past five financial years up to 31 March 2026. Our basis for calculating materiality reflects

stakeholder focus on the Group as a fund management business and the year-on-year fluctuations

within the IC’s profit/loss before tax resulting from movements in investment valuation gains/losses.

An overview of the scope of the Parent Company and Group audits

Tailoring the scope

We have followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit

evidence on which to base our audit opinion. We performed risk assessment procedures to identify and assess risks

of material misstatement of the consolidated financial statements and identified significant accounts and disclosures.

To respond to the identified risks of material misstatement of the consolidated financial statements, we considered

our understanding of the Group and its business environment, the potential impact of climate change, the applicable

financial framework, the group’s system of internal control at the entity level, the existence of centralised processes,

IT applications and any relevant internal audit results.

Monitoring and control over the financial reporting process for the Group is performed centrally in London, and

assuch is audited wholly by the UK based Group audit team. Monitoring and control over the operations of the

subsidiaries within the Group are also centralised in the UK. Therefore, the Group audit team in the UK performed

testing centrally for all relevant accounts to obtain sufficient appropriate evidence to issue the Group and Parent

Company audit opinion, including undertaking all the audit work on the risks of material misstatement identified

above. All audit work performed for the purposes of the audit was undertaken by the Group audit team; there were

no component audit teams.

We determined that centralised audit procedures can be performed on all material balances of the financial statements.

Our assessment of audit risk and our evaluation of materiality and our allocation of performance materiality

determine our audit scope for the Group and Parent Company. Taken together, this enables us to form an opinion

onthe consolidated financial statements.

In assessing the risk of material misstatement to the financial statements, and to ensure we had adequate

quantitative coverage of significant accounts, we performed direct audit procedures on all Key Audit Matters

anditems material to the financial statements. Our Group testing covered account balances material to the

Groupincluding balances of entities within Europe, Asia and North America.

As part of our Group audit procedures, we also perform analytical review procedures, testing of consolidation

journals and intercompany eliminations, and foreign currency translation recalculations to respond to any

potentialrisks of material misstatement to the consolidated financial statements.

Involvement with component teams

All audit work performed for the purposes of the Group audit was undertaken by the Group audit team.

Climate change

The Group has determined that the most significant future impacts from climate change on its operations will be from

the adverse effects of the underlying portfolio investments. These are explained on pages 46-64 in the Task Force On

Climate Related Financial Disclosures and on pages 34-39 in the Managing Risk section. They also explained their

climate commitments on page 61. All of these disclosures form part of the ‘Other information’, rather than the audited

financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering

whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of

theaudit or otherwise appear to be materially misstated, in line with our responsibilities on“Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business

and any consequential material impact on its financial statements.

The Group has explained in the General Information and basis of preparation section in Note 1 in the financial

statements, on pages 129-130, articulation of how climate change has been reflected in the financial statements.

Significant judgements and estimates relating to climate change are included in note 1.

Our audit effort in considering the impact of climate change on the financial statements was focused on assessing

whether the effects of climate risks have been appropriately reflected by management in reaching their judgements

in relation to the assessment of the fair value of investments and the consequential impact on management and

performance fees. As part of this evaluation, we performed our own risk assessment, supported by our climate

change internal specialists, to determine the risks of material misstatement in the financial statements from climate

change which needed to be considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern

andviability and associated disclosures. Where considerations of climate change were relevant to our assessment

ofgoing concern, these are described above.

Based on our work we have not identified the impact of climate change on the financial statements to be a key auditmatter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement

(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the

overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion

thereon, and we do not provide a separate opinion on these matters.

115

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Independent auditor’s report to the members of ICG plc continued

Risk

Our response to the risk

Valuation of investments in portfolio companies, including investments valued

withreference to NAV and real estate assets (including seed assets and those held

via fund structures)

In the consolidated and Parent Company statements of financial position, the Group's investments in

portfolio companies (co-investments or alongside funds managed by ICG) of £1,528.3m (2025:

£1,904.8m), investments valued with reference to NAV of £578.4m (2025: £521.5m), and investments in

real estate assets of £175.1m (2025: £205.9m) are included in Financial assets at fair value, and £131.4m

(2025:£122.3m) in Investment Property.

Refer to the Audit Committee Report (pages 75-78): Accounting policies (page 137): and Note 5 and 18

ofthe Financial Statements (pages 137 and 155).

The Group’s investment portfolio contains unquoted debt and equity securities that are held either

directly or through funds. These investments are held at fair value through profit and loss.

For portfolio companies and investments valued with reference to NAV, the Group adopts

avaluation methodology based on the International Private Equity and Venture Capital Valuation

Guidelines 2022 (‘IPEV guidelines’), and in conformity with IFRS 13 — Fair Value Measurements

(‘IFRS 13’). TheGroup applies predominantly either an earnings-based valuation technique or

discounted cashflow model (‘DCF’) to value portfolio companies.

For investments valued with reference to NAV, the Group uses the most recently available NAV

statement from the general partner/third party administrator, adjusted for cash flows where the

statement is non-coterminous with the Group’s reporting dates. In some cases, the Group overrides

the valuations provided by the general partner where specific circumstances warrant this.

For real estate assets, the Group adopts a valuation methodology based on the Royal Institution

ofChartered Surveyors (‘RICS’), in conformity with IFRS 13 and IAS 40 — Investment Property

(‘IAS40)’. The Group values real estate assets using various techniques, including but not limited

to,capitalisation rate to current net rent, hardcore, direct capitalisation, and income approach.

Forcertain real estate assets, the Group engages external valuers to perform valuations.

Owing to the unquoted and illiquid nature of these investments, the assessment of fair valuation is

subjective and requires several significant and complex judgements made by management. The exit

value will be determined by the market at the time of realisation, therefore, despite the valuation

policy adopted and judgements made by management over the course of holding the investment,

thefinal sales value may differ materially from the valuation as at balance sheet date.

There is the risk that inaccurate judgements made in the assessment of fair value could lead to the

incorrect valuation of investments in portfolio companies, investments valued with reference to

NAV and real estate assets. In turn, this could materially misstate the financial assets at fair value and

investment property in the Consolidated and Parent Company statements of financial position and

Net gains on investments in the Consolidated income statement.

There is also a risk that management may influence the judgements and estimations of inputs used

within the valuation calculations of these investments in order to meet market expectations of

theGroup.

We have:

Obtained an understanding of management’s processes and controls for the valuation of investments in portfolio companies, investments valued

withreference to NAV, and real estate assets (including co-investments or alongside funds managed by ICG) by performing walkthrough procedures,

in which we evaluated the design effectiveness and implementation of controls. This included discussing with management the valuation governance

structure and protocols around their oversight of the valuation process, including the Group Valuation Committee, as well as reviewing the Group

Valuation Committee papers and minutes.

Compared management’s valuation methodologies to IFRS and the relevant IPEV and RICS guidelines. We sought explanations from management

where there were judgements applied in their application of the guidelines and assessed their appropriateness.

With the assistance of our valuation specialists, we formed an independent view on the appropriateness of the key assumptions and inputs used

invaluation of a sample portfolio companies, investments valued with reference to NAV, and real estate assets, with reference to relevant industry

and market valuation considerations and data points. Through our analysis, including taking into account other qualitative risk factors, such as

company-specific risk factors, we have derived a range of acceptable fair values. We compared these ranges to management’s fair values and

discussed our results with both management and the Audit Committee.

For a sample of investments in portfolio companies, we:

– Checked the mathematical accuracy of the valuation models.

– Agreed key inputs in the valuation models to source data, including portfolio company financial information and performed procedures on key

judgements made by management in the calculation of fair value. This included:

– Performing calculations to assess the appropriateness of discount rates used in DCF valuations, with reference to relevant industry and market data;

– Assessing the suitability of the comparable companies used in the calculation of the earnings multiples;

– Challenging management on the applicability and completeness of adjustments made to earnings multiples by obtaining rationale and supporting

evidence for adjustments made; and

– Assessing the appropriateness of the portfolio company financial information, including business plans, used in the valuation and any relevant

adjustments made by obtaining rationale and supporting evidence.

For a sample of investments valued with reference to NAV, we:

– Obtained the most recently available NAV statements from the general partner/administrator and compared the NAV of the investment

attributable to the Group to the valuation per the accounting records;

– Where the most recently available NAV statements are non-coterminous with the reporting date, obtained details of any adjustments for cash

flows and fair value made by management and corroborated these to call and distribution notices and bank statements;

– Where the general partner valuations as set out in the NAV statements have been overridden by management, engage our valuation specialists

toreview the valuations of the relevant underlying investments;

– Obtained the underlying fund trial balances for each of the investments in our sample and tested those balances material to the Group and Parent

Company in accordance with the relevant testing thresholds (i.e., the underlying investment valuations and other material balances, e.g., cash);

– Obtained the most recent audited financial statements of the underlying fund and reviewed the Auditor’s opinion to confirm that the underlying

investments were held at fair value in a manner consistent with IFRS 13 and that there are no audit opinion modifications which will affect the fair

value of the investments;

– Inquired of management regarding any potential fair value adjustments required as a result of updated financial information received or market

movements observed post year-end but prior to signing of the financial statements. Where identified, we obtained evidence to confirm these

movements are immaterial to the Group’s financial statements.

For a sample of real estate assets, obtained the external valuation reports, where an external valuer is engaged, and assessed their competence

andobjectivity. Agreed key inputs in the valuation models to source data, including rental income and occupancy rates.

Considered the impact of climate change throughout our procedures on the valuation of portfolio companies, investments valued with reference

toNAV and real estate assets, by challenging whether the valuation methodologies and assumptions used are appropriate.

Challenged management to understand the rationale for any material differences between the exit prices of investments realised during the year

andthe prior year fair value, to further verify the reasonableness of the current year valuation models and methodology adopted by management.

Recalculated the unrealised gains/losses on revaluation of investments impacting the Net gains on investments in the Consolidated income statement.

In order to address the residual risk of management override we have performed journal entry testing.

Key observations communicated to the Audit Committee

The valuation of investments was found to be materially correct in accordance with UK-adopted international accounting standards and the IPEV or RICS guidelines. We performed audit procedures over this risk covering 96.9% of the value of investments in

portfolio companies and 97.2% of the value of investments in real estate assets, including investments valued by reference to NAV.

Based on our procedures performed, we had no material matters to report to the Audit Committee.

116

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Independent auditor’s report to the members of ICG plc continued

Risk

Our response to the risk

Valuation of investments in Collateralised Loan Obligations (‘CLOs’), including debt

(senior) and equity (subordinated) tranches

In the Consolidated and Parent Company statements of financial position, investments in CLO debt

(senior) of £79.9m (2025: £86.1m) and equity (subordinated) tranches of £4.4m (2025: £7.7m) are

included in Financial assets at fair value.

Refer to the Audit Committee Report (pages 75-78): Accounting policies (pages 137 and 145): and Note 5

ofthe Financial Statements (page 137).

The Group holds investments in CLOs in both the debt and equity tranches. These investments are

accounted for at fair value through profit or loss.

Owing to the unquoted and illiquid nature of these investments, the assessment of fair valuation

issubjective. The Group engages an external valuer to perform valuations of investments in CLOs.

There is the risk that inaccurate judgements made in the assessment of fair value could lead to the

incorrect valuation of investments in CLOs which could materially misstate the Financial assets at fair

value in the Consolidated and Parent Company statements of financial position. In turn, this could

materially misstate the Net gains on investments in the Consolidated income statement.

There is also a risk that management may influence the judgements and estimations of the

investments in CLO tranches in order to meet market expectations of the Group.

We have:

– Obtained an understanding of management’s processes and controls for the valuation of CLOs by performing walkthrough procedures, in which

weevaluated the design effectiveness and implementation of controls.

– Obtained the external valuation reports from the external valuer engaged, and assessed their competence and objectivity.

– Agreed total CLO tranche size to observable market data (Refinitiv/Fitch) to validate the overall capital structure of each CLO.

– Confirmed the existence of ICG’s CLO debt and equity holdings at 31 March 2026 by agreeing balances to third-party custodian statements.

– Obtained the available observable market prices (Markit) and compared it to management’s fair valuations for investment grade debt tranches;

– Formed an independent range of fair values for a sample of the sub-investment grade debt and equity tranches with the assistance of our valuation

specialists. We compared these ranges to management’s fair values and discussed our results with both management and the Audit Committee.

This included:

– Projecting cash flows using a cash flow model and market-based assumptions such as default rates;

– Estimating a range of yields based on either recent trade data or comparable CLO securities;

– Performing independent comparative calculations using the cash flows and yields; and

– Recalculating the unrealised gain/loss on revaluation of investments impacting the Net gains on investments in the Consolidated income

statement.

– Performed journal entry testing in order to address the residual risk of management override.

Key observations communicated to the Audit Committee

The valuation of investments in CLOs was found to be materially correct in accordance with UK-adopted international accounting standards. We performed audit procedures over this risk which covered 95.3% of the value of investments in CLOs,

100%ofthe value of collateral assets held and 100% of the debt and equity tranches issued by consolidated CLOs.

Based on our procedures performed we had no material matters to report to the Audit Committee.

117

ICG plc Annual Report and Accounts 2026

Overview

Strategic report

Governance report

Auditor’s report and financial statements

Other information

Independent auditor’s report to the members of ICG plc continued

Risk

Our response to the risk

Calculation and recognition of management and

performance fees

In the consolidated income statement, non-performance related

management fees of £664.7m (2025:£580.6m) and performance fees of

£133.5m (2025: £87.4m), are included in Fee and otheroperating income

Refer to the Audit Committee Report (pages 75-78): Accounting policies (pages

130 and 131): and Note 3 ofthe Financial Statements (pages 130 and 131).

The Group manages funds across numerous domiciles and investment

strategies. The Group receives management fees from its performance of

investment management services for third-party money itmanages.

Management fees are mainly calculated based on an agreed percentage

ofeither committed capital, invested capital or net asset value (NAV),

depending on the contractual agreement of the underlying fund. The

calculations are prepared by third-party administrators, however for

CLOs,the management fees are calculated by ICG, using the aggregate

collateral balances reported by third-party administrators. Due to the

manual nature of the process, there is a risk that management fees

areincorrectly calculated.

Performance fees are calculated as a contractual percentage of a fund's

return, accrued over the expected 12-year life of the fund. These amounts

are specified in the underlying contract between the fund and the Group in

its capacity as investment manager. Performance fees are only received in

cash when a triggering event, such as a realisation or refinancing, occurs.

In respect of performance fees, management must apply judgement in

accordance with IFRS 15 – Revenue from contracts with customers ('IFRS

15’) to determine whether it is highly probable that asignificant reversal

will not occur in the future. The following are identified as the key risks or

judgements in respect of the recognition of performance fees:

– inappropriate judgement is made by management in the process,

including whether a constraint isapplied;

– errors are made in performing complex manual calculations within the

model; and

– inappropriate inputs are used by management in the calculations.

The accuracy and recognition of revenue is important to the Group’s

financial statements. Stakeholder expectations may place pressure on

management to influence the recognition of revenue. This may result in

overstatement or deferral of revenue to assist in meeting current or future

revenue targets orexpectations. There is also a risk of manual override as

processing of journal entries for management fees and performance fees is

performed by ICG.

We have obtained an understanding of management’s processes and controls for the calculation and recognition of management fees and performance fees by performing

walkthrough procedures, in which we evaluated the design effectiveness and implementation of controls. We have reviewed management’s internal accounting policy paper to

determine the appropriateness of management’s application of IFRS 15 Revenue from Contracts withCustomers (‘IFRS 15’).

Management fees

For a sample of funds, we have:

– agreed the fee terms used in the calculation, to the terms as specified in the relevant legal agreements, for example the investment management agreement or limited

partnership agreement;

– validated key inputs, such as committed capital, invested capital or NAV, to supporting evidence;

– tested the arithmetical accuracy of the calculations prepared by ICG or the third-party administrators by performing independent recalculations;

– traced the management fees received during the year to bank statements;

– reconciled the closing management fee debtor in the Statement of Financial Position; and

– traced the year end debtor balance to post year-end bank statements, where received within one month of the year-end, to assess recoverability.

Where possible, we obtained all support directly from the third-party administrators.

We also performed journal entry testing in order to address the residual risk of management override.

Performance fees

We have performed analytical review procedures to understand the significant movements in the performance fee revenue in comparison to performance fee revenue recognised

in prior year, taking into account the impact of the change in performance fee estimate. This included corroborating underlying portfolio company performance to procedures

performed over the valuation of investments at 31 March 2026.

For a sample of funds, we have:

– agreed the contractual terms such as percentage receivable to underlying legal agreements;

– verified that the standard constraint applied to performance fee revenue to be recognised has been appropriately applied in accordance with management’s IFRS 15 policy;

– tested the arithmetical accuracy of the calculations by performing independent recalculations;

– where management judgement has been applied, particularly in instances where the level of constraint materially deviates from the standard expectations over a fund’s life,

wehave challenged management with respect to underlying asset performance and the macro-economic environment;

– assessed whether each payment of performance fees was as a result of a triggering event, such as a realisation or refinancing and verified cash flows to bank statements; and

– for funds sitting outside of the performance fee model, which fell within our sample, we have reconciled the performance fee revenue to the 31December 2025 audited fund

financial statements and recalculated any performance fee revenue recognised in the period from 1 January to31March 2026

We have obtained the breakdown of the performance fees received in cash in the 12 months to 31 March 2026. For the samples selected, we agreed the cash receipts to the bank

statements and distribution notices.

We have obtained ICG's assessment for material movements between the liquidation NAV date per the model and March 2026. We recalculated the change between the dates for

performance fees to confirm the accrual used is still appropriate given the time lag of available information from the funds. For those funds with material movements, obtained the

quarterly investor report and agree the percentage in movement applied.

We have traced the year end debtor balance to post year-end bank statements, where received within 1 month of the balance sheet date.

We have reconciled the closing performance fee debtor in both the Parent Company and Consolidated statements of financial position, and evaluated the classification of

performance fees as either current or non-current;

We compared the performance of the underlying funds used in the performance fee calculations to our understanding of the performance of the relevant funds’ underlying

investments gained through our valuation work.

We reviewed reversals of revenue made in the period to determine whether these were material and made enquiries of management as to how the reversals arose.

We challenged management to understand the rationale for any differences between the performance fee payments received during the year and the prior year estimates, to

further assess the reasonableness of the current year performance fee models and methodology adopted by management.

We have recalculated the one-off impact of the change in performance fee estimate, comparing performance fees accrued under the old and newmethodology. We have

considered if the change in performance fee estimate is reasonable based on the procedures performed.

We have considered the impact of climate change on performance fees by challenging the impact on the valuations as outlined in the key audit mattersabove.

In order to address the residual risk of management override we have performed journal entry testing.

Key observations communicated to the Audit Committee

Our procedures covered 93.0% of management fees and 97.9% of performance fees. Our audit procedures did not identify any material matters regarding the calculation and recognition of management fees and performance fees. Revenue has been recorded

in accordance with UK-adopted international accounting standards.

Based on our procedures performed we had no material matters to report to the Audit Committee.

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Other information

Independent auditor’s report to the members of ICG plc continued

Key audit matters continued

In the prior year, our auditor’s report included a key audit matter in relation to ‘Valuation of investments in Collateralised

Loan Obligations (‘CLOs’), including debt (senior) and equity (subordinated) tranches and collateral assets held and debt

and equity tranches issued by consolidated CLOs’. In the current year, this was updated to ‘Valuation of investments in

Collateralised Loan Obligations (‘CLOs’), including debt (senior) and equity (subordinated) tranches’. The key audit matter

has been refined to reflect the focus on those valuations that impact profit before tax, and therefore carry a greater risk of

resulting in a material misstatement.

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified

misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected

toinfluence the economic decisions of the users of the financial statements. Materiality provides a basis for determining

the nature and extent of our audit procedures.

We determined materiality for the Group to be £31.2 million (2025: £31.4 million), which is 5% (2025: 5%)

ofnormalised profit before tax. Normalised profit before tax is calculated as the sum of the FY26 FMC profit

before tax, adjusted for the one-off impact of the change in accounting estimate relating to performance fees

during the year ended 31 March 2026, and an average of the IC profit/loss before tax for the past five financial

years up to 31 March 2026. Our basis for calculating materiality reflects stakeholder focus on the Group as

afund management business and the year-on-year fluctuations within the IC’s profit/loss before tax resulting

from movements in investment valuation gains/losses. We believe that normalised profit before tax provides

us with an appropriate basis for materiality due to stakeholder focus on the FMC and its contribution to

business performance.

We determined materiality for the Parent Company to be £16.2 million (2025: £15.7 million), which is 1%

(2025:1%) of net assets.

During the course of our audit, we reassessed initial materiality based on normalised profit before tax for

theyear ended 31 March 2026 for the Group, and net assets for the Parent Company and adjusted our audit

procedures accordingly.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to

anappropriately low level the probability that the aggregate of uncorrected and undetected misstatements

exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control

environment, our judgement was that performance materiality was 50% (2025: 50%) of our planning

materiality, namely £15.6m (2025: £15.7m). We have set performance materiality at this percentage due to

observations of the control environment and the misstatements identified in the prior year. In determining

performance materiality we considered our risk assessments, together with our assessment of the Group’s

overall control environment.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in

excess of £1.6m (2025: £1.6m), which is set at 5% of planning materiality, as well as differences below that

threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed

above and in light of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the Annual Report and Accounts other than the

financial statements and our auditor’s report thereon. The Directors are responsible for the other information

contained within the Annual Report and Accounts.

Our opinion on the financial statements does not cover the other information and, except to the extent

otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information

ismaterially inconsistent with the financial statements, or our knowledge obtained in the course of the audit,

or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent

material misstatements, we are required to determine whether this gives rise to a material misstatement

inthe financial statements themselves. If, based on the work we have performed, we conclude that there

isamaterial misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared

inaccordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

– the information given in the Strategic Report and the Directors’ Report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

– the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment

obtained in the course of the audit, we have not identified material misstatements in the Strategic Report

orthe Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit

have not been received from branches not visited by us; or

– the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited

are not in agreement with the accounting records and returns; or

– certain disclosures of Directors’ remuneration specified by law are not made; or

– we have not received all the information and explanations we require for our audit.

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Corporate Governance Statement

We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part

ofthe Corporate Governance Statement relating to the Group and Parent Company’s compliance with the

provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of

the Corporate Governance Statement is materially consistent with the financial statements or our knowledge

obtained during the audit:

– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting

and any material uncertainties identified set out on page 110;

– Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers

andwhy the period is appropriate set out on page 40;

– Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue

inoperation and meets its liabilities set out on page 110;

– Directors’ statement on fair, balanced and understandable set out on page 113;

– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set

outon page 34;

– The section of the Annual Report that describes the review of effectiveness of risk management and

internal control systems set out on page 78;

– The section describing the work of the Audit Committee set out on pages 75-78.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 113, the Directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and

fairview, and for such internal control as the Directors determine is necessary to enable the preparation

offinancial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group and Parent

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the Directors either intend to liquidate the Group

orthe Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of

not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from

error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,

or through collusion. The extent to which our procedures are capable of detecting irregularities, including

fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged

with governance of the Parent Company and Management.

– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group

anddetermined that the most significant are those that relate to the reporting framework (UK-adopted

international accounting standards, the Companies Act 2006 and UK Corporate Governance Code) and

relevant tax compliance regulations. In addition, we concluded that there are certain significant laws and

regulations which may have an effect on the determination of the amounts and disclosures in the financial

statements, being the Listing Rules of the UK Listing Authority and relevant Financial Conduct Authority

(‘FCA’) rules and regulations.

– We understood how ICG plc is complying with those frameworks by making enquiries of senior

management, including the Chief Financial Officer, General Counsel and Company Secretary, Global Head

of Compliance and Risk, Head of Internal Audit and the Chairman of the Audit Committee. We corroborated

our understanding through our review of Board and Audit Committee meeting minutes, papers provided

tothe Audit Committee, and correspondence with regulatory bodies.

– We assessed the susceptibility of the Group’s financial statements to material misstatement, including

howfraud might occur by discussing with the Audit Committee and management to understand where

theyconsidered there was susceptibility to fraud. We considered performance targets and their

potentialinfluence on efforts made by management to manage or influence the perceptions of analysts.

Weconsidered the controls that the Group has established to address risks identified, or that otherwise

prevent, deter and detect fraud, including in a hybrid working environment; and how senior management

and those charged with governance monitor these controls. Where the risk was considered to be higher,

weperformed audit procedures to address each identified fraud risk.

– Based on this understanding we designed our audit procedures to identify non-compliance with such laws

and regulations. Our procedures involved: inquiries of management, Internal Audit and those responsible

for legal and compliance matters, as well as inquiries with the Board and Audit Committee. In addition,

weperformed journal entry testing, with a focus on manual journals and journals indicating large or unusual

transactions based on our understanding of the business; enquiries of senior management and focused

testing, as referred to in the Key Audit Matters section above.

A further description of our responsibilities for the audit of the financial statements is located on the

FinancialReporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditor’s report.

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Other matters we are required to address

– Following the recommendation from the Audit Committee, we were appointed by the Parent Company

on21 July 2020 to audit the financial statements for itself and on behalf of the Group for the year ending

31March 2021 and subsequent financial periods. Our appointment as auditor was approved by

shareholders at the Annual General Meeting on 21 July 2020.

– The period of total uninterrupted engagement including previous renewals and reappointments is 6 years,

covering the years ended 31 March 2021 to 31 March 2026.

– The audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of

Part16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent

Company’s members those matters we are required to state to them in an auditor’s report and for no other

purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report,

orfor the opinions we have formed.

Mike Gaylor (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

May 2026

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		Year ended	Year ended
		31 March 2026	31 March 2025
	Notes	£m	£m
Fee and other operating income	3	804.1	67 6.0
Finance income	5	22.4	10 .2
Net gains on investments	9	209.5	28 4.7
Total Revenue		1,036.0	970 .9
Other income	8	29.9	19 .5
Finance costs	10	(39.6)	(4 3. 7)
Administrative expenses	11	(438.1)	(4 16. 2)
Profit before tax		588.2	53 0. 5
Tax charge	13	(109.5)	(7 9.3)
Profit for the year		478.7	45 1. 2
Attributable to:
Equity holders of the parent		478.4	45 1. 2
Non-controlling interests		0.3	—
		478.7	45 1. 2
Earnings per share attributable to ordinary equity
holders of the parent
Basic (pence)	15	166.8p	15 7. 1p
Diluted (pence)	15	163.9p	15 3. 8p

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

	Year ended	Year ended
	31 March 2026	31 March 2025
Group	£m	£m
Profit for the year	478.7	451.2
Items that may be subsequently reclassified to profit or loss if specific conditions are met
Exchange differences on translation of foreign operations	2.2	(11.6)
Deferred tax on equity investments translation	—	1.5
Total comprehensive income for the year	480.9	441 .1
Attributable to:
Equity holders of the parent	480.6	441.1
Non-controlling interests	0.3	—
	480.9	441 .1

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Other information

Consolidated income statement Consolidated statement of comprehensive income

for the year ended 31 March 2026 for the year ended 31 March 2026

		31 March 2026	31 March 2025
		Group	Group
	Notes	£m	£m
Non-current assets
Intangible assets	16	17.7	15.6
Property, plant and equipment	17	61.5	70.7
Investment property	18	131.4	122.3
Trade and other receivables	19	105.1	29.3
Financial assets at fair value	5	7,741.4	7,679.9
Deferred tax asset	13	33.1	35.6
		8,090.2	7,953.4
Current assets
Trade and other receivables	19	347.3	442.8
Current tax debtor		10.6	10.1
Financial assets at fair value	5	43.8	49.8
Derivative financial assets	5	4.9	26.3
Cash and cash equivalents	6	1,415.4	860.2
		1,822.0	1,389.2
Total assets		9,912.2	9,342.6

		31 March 2026	31 March 2025
		Group	Group
	Notes	£m	£m
Non-current liabilities
Trade and other payables	20	50.7	50.3
Financial liabilities at fair value	5, 7	5,303.8	4,858.2
Financial liabilities at amortised cost 1	7	528.2	996.6
Other financial liabilities 1	7	181.5	131.1
Deferred tax liabilities	13	26.2	6.7
		6,090.4	6,042.9
Current liabilities
Trade and other payables	20	516.0	559.3
Current tax creditor		45.5	52.1
Financial liabilities at amortised cost 1	7	505.6	179.3
Other financial liabilities 1	7	37.6	9.8
Derivative financial liabilities	5, 7	16.1	8.3
		1,120.8	808.8
Total liabilities		7,211.2	6,851.7
Equity and reserves
Called up share capital	22	77.7	77.3
Share premium account	22	208.0	181.3
Other reserves	22, 23	(10.9)	29.4
Retained earnings		2,426.0	2,203.0
Equity attributable to owners of the Company		2,700.8	2,491.0
Non-controlling interest		0.2	(0.1)
Total equity		2,701.0	2,490.9
Total equity and liabilities		9,912.2	9,342.6

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

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

The financial statements of ICG plc (Company Registration Number: 02234775) were approved and

authorised for issue by the Board of Directors on 20 May 2026 and were signed on its behalf by:

Benoît Durteste David Bicarregui

Chief Executive Officer Chief Financial Officer

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Consolidated statement of financial position

as at 31 March 2026

		31 March 2026	31 March 2025
		Group	Group
	Notes	£m	£m
Profit before tax from continuing operations		588.2	530.5
Adjustments for non-cash items:
Fee and other operating income	3	(804.1)	(676.0)
Net investment returns	9	(209.5)	(284.7)
Interest income	8	(29.9)	(1 9. 5)
Net fair value loss/(gain) on derivatives		7.8	(38 .4)
Impact of movement in foreign exchange rates		(30.2)	28. 1
Interest expense	10	39.6	43. 7
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets	16, 17	17.2	1 7. 8
Share-based payment expense		45.0	45. 6
Working capital changes:
Decrease/(increase) in trade and other receivables		110.3	(87.6)
(Decrease)/increase in trade and other payables		(181.1)	12 .3
		(446.7)	(428.2)
Proceeds from sale of seed investments		186.3	2 85 .6
Purchase of seed investments		(156.4)	(165.9)
Purchase of investments		(2,368.7)	(2,960.6)
Proceeds from sales and maturities of investments		3,211.4	3 ,1 17. 4
Proceeds from borrowing related to seed investments		87.2	47. 4
Issuance of CLO notes		724.8	5 77 .0
Redemption of CLO notes		(1,244.1)	(1 ,08 5. 0)
Interest received		497.6	5 20 .0
Dividends received		59.2	44. 4
Fee and other operating income received		748.7	663.3
Interest paid		(358.2)	(410 .9)
Cash flows generated from operations		941.1	204.5
Taxes paid		(95.0)	(6 8. 4)
Net cash flows from operating activities		846.1	136.1

In the current period, net cash flows from operating activities previously disclosed in Note 30 have been presented within the

consolidated statement of cash flows. Comparative information has not been restated.

		31 March 2026	31 March 2025
		Group	Group
	Notes	£m	£m
Net cash flows from operating activities		846.1	136.1
Investing activities
Purchase of intangible assets	16	(6.6)	(5.9)
Purchase of property, plant and equipment	17	(0.7)	(0.7)
Net cash flow from derivative financial instruments		21.9	22.4
Cash flow as a result of change in control of subsidiary	30	167.6	260.3
Net cash flows from investing activities		182.2	276.1
Financing activities
Purchase of own shares	23	(78.0)	(42.4)
Proceeds from shares issued		27.1	—
Payment of principal portion of lease liabilities	7	(12.5)	(12.2)
Repayment of borrowings		(172.4)	(241.1)
Dividends paid to equity holders of the parent	14	(242.3)	(228.9)
Net cash flows used in financing activities		(478.1)	(524.6)
Net increase/(decrease) in cash and cash equivalents		550.2	(112.4)
Effects of exchange rate differences on cash and cash equivalents		5.0	(17.4)
Cash and cash equivalents at 1 April	6	860.2	990.0
Cash and cash equivalents at 31 March	6	1,415.4	860.2

The Group’s cash and cash equivalents include £4 34. 0m (2025: £255 .4m) of restricted cash held principally by

structured entities controlled by the Group (see note 6).

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

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Other information

Consolidated statement of cash flows

for the year ended 31 March 2026

				Other reserves
				Share-based		Foreign
	Share	Share	Capital	payments	Own	currency			Non-
	capital	premium	redemption	reserve	shares	translation	Retained		controlling	Total
	(note 22)	(note 22)	reserve	(note 24)	(note 23)	reserve 2	earnings	Total	interests	equity
Group	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 April 2025	77.3	181.3	5.0	99.1	(103.9)	29.2	2,203.0	2,491.0	(0.1)	2,490.9
Profit after tax	—	—	—	—	—	—	478.4	478.4	0.3	478.7
Exchange differences on translation of foreign operations	—	—	—	—	—	2.2	—	2.2	—	2.2
Total comprehensive income for the year	—	—	—	—	—	2.2	478.4	480.6	0.3	480.9
Issue of share capital	0.4	26.6	—	—	—	—	—	27.0	—	27.0
Own shares acquired in the year - share scheme	—	—	—	—	(34.0)	—	—	(34.0)	—	(34.0)
Own shares acquired in the year - share buyback 3	—	—	—	—	(44.0)	—	—	(44.0)	—	(44.0)
Options/awards exercised 1	0.0	0.1		(44.3)	35.8	—	(13.1)	(21.5)	—	(21.5)
Tax on options/awards exercised	—	—	—	(1.0)	—	—	—	(1.0)	—	(1.0)
Credit for equity settled share schemes	—	—	—	45.0	—	—	—	45.0	—	45.0
Dividends paid (note 14)	—	—	—	—	—	—	(242.3)	(242.3)	—	(242.3)
Balance at 31 March 2026	77.7	208.0	5.0	98.8	(146.1)	31.4	2,426.0	2,700.8	0.2	2,701.0

				Other reserves
				Share-based		Foreign
	Share	Share	Capital	payments	Own	currency			Non-
	capital	premium	redemption	reserve	shares	translation	Retained		controlling	Total
	(note 22)	(note 22)	reserve	(note 24)	(note 23)	reserve 2	earnings	Total	interests	equity
Group	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 April 2024	77.3	181.3	5.0	90.7	(79.2)	39.3	1,987.5	2,301.9	(2.2)	2,299.7
Profit after tax	—	—	—	—	—	—	451.2	451.2	—	451.2
Exchange differences on translation of foreign operations	—	—	—	—	—	(11.6)	—	(11.6)	—	(11.6)
Deferred tax on equity investments translation	—	—	—	—	—	1.5	—	1.5	—	1.5
Total comprehensive income/(expense) for the year	—	—	—	—	—	(10.1)	451.2	441.1	—	441.1
Adjustment of non-controlling interest on disposal of subsidiary	—	—	—	—	—	—	(2.1)	(2.1)	2.1	—
Issue of share capital	0.0	—	—	—	—	—	—	0.0	—	0.0
Own shares acquired in the year - share scheme	—	—	—	—	(42.4)	—	—	(42.4)	—	(42.4)
Options/awards exercised 1	—	—	—	(39.0)	17.7	—	(4.7)	(26.0)	—	(26.0)
Tax on options/awards exercised	—	—	—	1.8	—	—	—	1.8	—	1.8
Credit for equity settled share schemes	—	—	—	45.6	—	—	—	45.6	—	45.6
Dividends paid (note 14)	—	—	—	—	—	—	(228.9)	(228.9)	—	(228.9)
Balance at 31 March 2025	77 .3	181. 3	5. 0	99. 1	(103 .9)	29.2	2, 203 .0	2,49 1.0	(0. 1)	2,49 0.9

1. The movement in the Group Own shares reserve in respect of Options/awards exercised, represents the employee shares vesting net of personal taxes and social security. The associated personal taxes and social security liabilities are settled by the Group with the

equivalent value of shares retained in the Own shares reserve.

2. Other comprehensive income/(expense) reported in the foreign currency translation reserve represents foreign exchange gains and losses on the translation of subsidiaries reporting in currencies other than sterling.

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

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

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Other information

Consolidated statement of changes in equity

for the year ended 31 March 2026

Non-current assets

Intangible assets

16 13.3 10.6

Property, plant and equipment

17 29.0 34.0

Investment in subsidiaries

27 2,015.8 1,959.6

Trade and other receivables

19 867.1 870.5

Financial assets at fair value

5 116.3 185.0

3,041.5 3,059.7

Current assets

Trade and other receivables

19 78.8 79.9

Current tax debtor

13 36.4 36.6

Derivative financial assets

5 4.9 26.3

Cash and cash equivalents

6 832.5 433.1

952.6 575.9

Total assets

3,994.1 3,635.6

31 March 2026

Company

31 March 2025

Company

Notes £m £m

Non-current liabilities

Trade and other payables

20 0.4 0.2

Financial liabilities at amortised cost

7 528.2 996.6

Other financial liabilities

7 25.7 30.2

Deferred tax liabilities

13 4.2 3.7

558.5 1,030.7

Current liabilities

Trade and other payables

20 1,283.3 820.8

Financial liabilities at amortised cost

7 505.6 179.3

Other financial liabilities

7 4.7 4.5

Derivative financial liabilities

5, 7 18.0 10.6

1,811.6 1,015.2

Total liabilities

2,370.1 2,045.9

Equity and reserves

Called up share capital

22 77.7 77.3

Share premium account

22 208.0 181.3

Other reserves

18.0 61.3

Retained earnings

1,320.3 1,269.8

Total equity fully attributable to owners of the

Company

1,624.0 1,589.7

Total equity and liabilities

3,994.1 3,635.6

31 March 2026

Company

31 March 2025

Company

Notes £m £m

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

The Parent Company’s total profit for the year was £29 2.8m (2025: Profit of £915.5m). The accompanying

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

The financial statements of ICG plc (Company Registration Number: 02234775) were approved and

authorised for issue by the Board of Directors on 20 May 2026 and were signed on its behalf by:

Benoît Durteste

David Bicarregui

Chief Executive Officer

Chief Financial Officer

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Parent company statement of financial position

as at 31 March 2025

31 March 2026

Company

31 March 2025

Company

Notes

£m

Profit before tax from continuing operations

260.6 912.1

Adjustments for non-cash items:

Fee and other operating income

3 (21.8) (4.7)

Dividend income

(408.3) (909.4)

Interest income

(107.8) (73.7)

Net investment returns

1.3 (7.8)

Net fair value gain on derivatives

9.2 (37.9)

Impact of movement in foreign exchange rates

77.5 (65.6)

Interest expense

139.5 138.9

Depreciation, amortisation and impairment of property,

equipment and intangible assets

16, 17 9.8 9.6

Write-down of intercompany loan balance

24.5 —

Intragroup reallocation of incurred costs

(22.9) (97.9)

Working capital changes:

Decrease in trade and other receivables

7.4 14.3

Decrease in trade and other payables

(1.9) (21.8)

(32.9)

(143.9)

Purchase of investments

(7.6) (25.2)

Proceeds from sales and maturities of investments

74.4 70.9

Interest received

34.0 27.7

Fee and other operating income received

22.8 17.6

Interest paid

(34.3) (41.2)

Cash flows used in operations

56.4 (94.1)

Tax refund

— 3.6

Net cash flows used in operating activities

56.4

(90.5)

31 March 2026

Company

31 March 2025

Company

Notes £m £m

Net cash flows used in operating activities

56.4

(90.5)

Investing activities

Purchase of intangible assets

16 (5.9)

(5.3)

Purchase of property, plant and equipment

17 —

(0.2)

Net cash flow from derivative financial instruments

20.6 22.4

Cash paid in respect of Group investing activities (acquisition of

long-term assets)

(276.0) (312.2)

Cash received in respect of Group investing activities (proceeds

from long-term assets)

339.0 433.4

Net cash flows from investing activities

77.7

138.1

Financing activities

Purchase of own shares

(44.0)

—

Proceeds from shares issued

27.1

—

Payment of principal portion of lease liabilities

7 (5.6)

(6.0)

Repayment of borrowings

(172.4)

(241.1)

Dividends paid to equity holders of the parent

14 (242.3)

(228.9)

Advances received from subsidiaries

757.7

651.8

Repayment of amounts owed to subsidiaries

(647.6)

(626.7)

Advances received from subsidiaries (receipts of proceeds from

long-term assets)

590.7 376.5

Net cash flows from/(used in) financing activities

263.6

(74.4)

Net (decrease)/increase in cash and cash equivalents

397.7

(26.8)

Effects of exchange rate differences on cash and cash equivalents

1.7 (4.5)

Cash and cash equivalents at 1 April

6 433.1 464.4

Cash and cash equivalents at 31 March

6 832.5 433.1

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

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Parent company statement of cash flows

for the year ended 31 March 2026

Other reserves

capital

(note 22)

premium

(note 22)

Capital

redemption

reserve

Share-based

payments reserve

(note 24)

Own

(note 23)

Retained

earnings

Total

equity

Company

£m £m £m £m £m £m £m

Balance at 1 April 2025

77.3 181.3 5.0 77.6 (21.3) 1,269.8 1,589.7

Profit after tax

— — — — — 292.8 292.8

Total comprehensive income for the year

292.8 292.8

Issue of share capital

0.4 26.7 — — — — 27.1

Own shares acquired in the year – share buyback

— — — — (44.0) — (44.0)

Options/awards exercised

— 0.0 — (44.3) — — (44.3)

Credit for equity settled share schemes

— — — 45.0 — — 45.0

Dividends paid (note 14)

— — — — — (242.3) (242.3)

Balance at 31 March 2026

77.7 208.0 5.0 78.3 (65.3) 1,320.3 1,624.0

Other reserves

capital

(note 22)

premium

(note 22)

Capital

redemption

reserve

Share-based

payments reserve

(note 24)

Own

(note 23)

Retained

earnings

Total

equity

Company

£m £m £m £m £m £m £m

Balance at 1 April 2024

77.3 181.3 5.0 71.0 (21.3) 583.2 896.5

Profit after tax

— — — — — 915.5 915.5

Total comprehensive income for the year

— — — — — 915.5 915.5

Issue of share capital

0.0 — — — — — —

Options/awards exercised

— 0.0 — (39.0) — — (39.0)

Credit for equity settled share schemes

— — — 45.6 — — 45.6

Dividends paid (note 14)

— — — — — (228.9) (228.9)

Balance at 31 March 2025

77.3 181.3 5.0 77.6 (21.3) 1,269.8 1,589.7

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

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

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Parent company statement of changes in equity

for the year ended 31 March 2026

1. General information and basis of preparation

General information

ICG plc, formerly known as Intermediate Capital Group plc, (the ‘Parent Company’, ‘Company’ or ‘ICG plc’) is

a public company limited by shares, incorporated, domiciled and registered in England and Wales under the

Companies Act, with the company registration number 02234775. The registered office is Procession House,

55 Ludgate Hill, London EC4M 7JW.

The consolidated financial statements for the year to 31 March 2026 comprise the financial statements of the

Parent Company and its consolidated subsidiaries (collectively, the ‘Group’). The nature of the Group’s

operations and its principal activities are detailed in the Strategic Report.

Basis of preparation

The consolidated financial statements of the Group and Company are prepared in accordance with UK-adopted

international accounting standards (‘UK-adopted IAS’) and, as regards the Parent Company financial statements,

as applied in accordance with the provisions of the Companies Act 2006. The Company has taken advantage of

section 408 of the Companies Act 2006 not to present the Parent Company profit and loss account.

In preparing the financial statements, the Directors have considered the impact of potential climate-related

risks on a number of key estimates within the financial statements, including:

– the valuation of financial assets; and

– the application of the Group’s revenue recognition policy, primarily the impact on the net asset value

(‘NAV’) of funds on which performance-related fees are generated.

Overall, the Directors concluded that climate-related risks do not have a material impact on the financial

reporting judgements and estimates in the current year. This reflects the conclusion that climate change is not

expected to have a significant impact on the Group’s short-term cash flows including those considered in the

going concern and viability assessments.

Basis of consolidation

The Group’s financial statements consolidate the results of ICG plc and entities controlled by the Company

for the period to 31 March each year. Control is achieved when the Company has power over the relevant

activities of the investee, exposure to variable returns from the investee, and the ability to affect those

returns through its power over the investee.

The assessment of control is based on all relevant facts and circumstances and the Group reassesses its

conclusion if there is an indication that there are changes in facts and circumstances. Subsidiaries are included

in the consolidated financial statements from the date that control commences, until the date that control

ceases. See note 27 which lists the Group’s subsidiaries and controlled structured entities.

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

the Company and non-controlling interests.

Adjustments are made where required to the financial statements of subsidiaries for consistency with the

accounting policies of the Group. All intra-group transactions, balances, unrealised income and expenses are

eliminated on consolidation.

Key accounting judgements and estimates in the application of accounting policies

In the application of the Group’s accounting policies, the Directors are required to make judgements,

estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent

from other sources. The estimates and associated assumptions are based on historical experience and other

factors that are considered to be relevant. Actual results may differ from these estimates.

The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision affects

only that period, or in the period of the revision and future periods if the revision affects both current and

future periods.

Key accounting judgements

In preparing the financial statements, two key accounting judgements have been made by the Directors in

the application of the Group’s accounting policies which have the most significant effect on the amounts

recognised in the consolidated financial statements:

i. The Group’s assessment as to whether it controls certain investee entities, including third-party funds and

carried interest partnerships, and is therefore required to consolidate the investee, as detailed above.

The Group’s assessment of this critical judgement is discussed further in note 27.

ii. The application of the Group’s revenue recognition policy in respect of the performance-related

management fees. Judgement is primarily applied in considering whether a fund will meet its expected

performance conditions. The Group’s assessment of this key accounting judgement, which was revised

during the year is discussed further in note 3.

Key sources of estimation uncertainty

The key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing

a material adjustment to the carrying amounts of assets and liabilities within the next financial year, results

from a) the Group’s assessment of fair value of its financial assets and liabilities (discussed further in note 5

and note 7) and the impact of this assessment of fair value on the measurement of trade and other payables

related to the Deal Vintage Bonus (‘DVB’) – see notes 12 and 20, and b) the Group’s assessment of the

performance-related management fees receivable – see note 3.

Key accounting judgements and the Group’s assessment of fair value of its financial assets and liabilities are

reviewed by the Audit Committee during the year and its involvement in the process is included in its report

on page 75.

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Notes to the financial statements

1. General information and basis of preparation continued

Foreign currencies

The functional currency of the Company is sterling as the Company’s shares are denominated in sterling and

the Company’s costs are primarily incurred in sterling. The Group has determined the presentational currency

of the Group is the functional currency of the Company. Information is presented to the nearest million (£m).

Transactions denominated in foreign currencies are translated using the exchange rates prevailing at the

date of the transactions. At each reporting date, any monetary assets, non-monetary assets measured at fair

value, monetary liabilities and non-monetary liabilities measured at fair value denominated in a foreign

currency are retranslated at the rates prevailing at the reporting date. Non-monetary items that are

measured at historical cost are translated using rates prevailing at the date of the transaction.

The assets and liabilities of the Group’s foreign operations are translated using the exchange rates prevailing

at the reporting date. Income and expense items are translated using the average exchange rates during the

year. Exchange differences arising from the translation of foreign operations are taken directly to the foreign

currency translation reserve. On disposal of a foreign operation, exchange differences previously recognised

in other comprehensive income are reclassified to the income statement.

Going concern

The financial statements are prepared on a going concern basis, as the Board is satisfied that the Group has the

resources to continue in business for a period of at least 18 months from approval of the financial statements.

In assessing the Group’s ability to continue in its capacity as a going concern, the Board considered a wide

range of information relating to present and future projections of profitability and liquidity. The assessment

also incorporates internally-generated stress tests, including reverse stress testing, on key areas including

fund performance risk and external environmental risk. The stress tests used were based upon an assessment

of reasonably possible downside economic scenarios that the Group could be exposed to. Further information

can be found in the Viability Statement on page 40.

The review showed the Group has sufficient liquidity in place to support its business operations for the foreseeable

future. Accordingly, the Directors have a reasonable expectation the Group has resources to continue as a going

concern to 30 November 2027, an 18-month period from the date of approval of the financial statements.

2. Changes in accounting policies and disclosures

New and amended standards and interpretations

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of

issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards,

if applicable, when they become effective. These new standards are not expected to have a material impact on

the Group. The implementation of IFRS 18 is not expected to have a material impact on the results or net assets

of the Group and the impact on the presentation of the consolidated financial statements is still being assessed.

No new standard implemented during the year had a material impact on the Group financial statements .

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

Changes in material accounting policy information

No changes to material accounting policies were implemented. The accounting policies as set out in the

notes to the accounts have been applied consistently to all periods presented in these consolidated

financial statements.

3. Revenue

Revenue and its related cash flows, within the scope of IFRS 15 ‘Revenue from Contracts with Customers’,

are derived from the Group’s fund management company activities and are presented net of any consideration

payable to a customer in the form of rebates. The significant components of the Group’s fund management

revenues are as follows:

	Year ended	Year ended
	31 March 2026	31 March 2025
Type of contract/service	£m	£m
Management fees	664.7	580.6
Performance-related management fees	133.5	87.4
Other income	5.9	8.0
Fee and other operating income	804.1	676.0

Management fees

The Group earns management fees from its investment management services. Management fees are charged

on third-party capital managed by the Group and are based on an agreed percentage of either committed

capital, invested capital or NAV, dependent on the fund. Management fees comprise both non-performance

and performance-related fee elements related to one contract obligation. Non-performance-related

management fees for the year of £664.7m (2025: £580.6m) and are recognised in the period services

are performed.

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Notes to the financial statements continued

3. Revenue continued

Performance fees

Performance-related management fees (‘performance fees’) are recognised only to the extent it is highly

probable that there will not be a significant reversal of the revenue recognised in the future. In determining

the amount of performance fee revenue to be recognised, if any, the Group is required to make judgments in

respect of the timing and the measurement of such amounts.

Performance fees reported within Revenue will only be crystallised and received in cash when the relevant

fund performance hurdle is met.

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

Key accounting judgement – change in estimate

A key judgement for the Group is whether a fund will meet its expected performance conditions and generate

performance fees. The Group bases its assessment on the best available information pertaining to the fund,

including the performance of predecessor funds with the same strategy.

The value of performance fees is determined by the proceeds received by the fund in respect of the realisation

of its assets. The valuation of the underlying assets within a fund will be subject to fluctuations in the future,

including the impact of macroeconomic factors outside the Group’s control. The valuation information on

which this judgement is based is the liquidation NAV of the relevant funds.

A constraint is applied to the performance fee receivable calculated with respect to the liquidation NAV of the

fund, to reflect the uncertainty of future fund performance. This constraint is set by reference to the maturity

of the fund and its portfolio of assets, assuming a standard fund life of 12 years (2025: 10 years). Management

judgement will be applied to define the level of constraint for funds that materially deviate from the standard

expectations of a fund's life. The level of constraints applied are reassessed at each reporting date.

During the year, the Directors reviewed the track record of the portfolio of funds and revised their judgement

regarding the timing of recognition of performance fees for closed-end fund structures, removing the 24-

month forward-looking assessment to identify funds expected to reach the hurdle rate and the associated

constraint applied to those funds. Based on their experience of the performance of the funds they have

managed previously, the Directors determined that future performance fee income was highly probable

earlier in the life of the fund than 24 months before the hurdle rate forecast is to be achieved. Consequently,

this constraint has been removed and recognition of performance fees in respect of a fund now commences

when the successor fund has its first fundraising close and the investment period for the existing fund has

ended as this has been judged to be a more reliable measure of when it is highly probable that performance

fees can be recognised without significant reversal.

Performance fees of £133.5m include £71.6m in respect of the one-off net effect of the changes in estimate

for closed-end fund structures. There has been no change in estimates for other fund structures, where the

estimate of performance fees is made with reference to specific requirements.

The weighted-average constraint at the reporting date is 47% (2025: 53%). If the constraints were to increase

by 10 percentage points for each fund, this would increase weighted average constraint to 52% (2025: 58%)

and result in a reduction in revenue of £17.9m (2025: £3.3). Conversely, a 10% decrease in constraint for each

fund would result decrease in the weighted average constraint to 43% (2025: 48%) and result in an increase in

revenue of £17.9m (2025: £3.3m). In certain limited circumstances performance fees received may be subject

to clawback provisions if the performance of the fund deteriorates materially following the receipt of

performance fees.

4. Segmental reporting

For management purposes, the Group is organised into two operating segments, the Fund Management

Company (‘FMC’) and the Investment Company (‘IC’) which are also reportable segments. In identifying the

Group’s reportable segments, management considered the basis of organisation of the Group’s activities, the

economic characteristics of the operating segments, and the type of products and services from which each

reportable segment derives its revenues. Total reportable segment figures are alternative performance

measures (‘APM’).

The Executive Directors, the chief operating decision makers, monitor the operating results of the FMC and

the IC for the purpose of making decisions about resource allocation and performance assessment. The Group

does not aggregate the FMC and IC as those segments do not have similar economic characteristics.

Information about these segments is presented below.

The FMC earns fee income for the provision of investment management services and incurs the majority

of the Group’s costs in delivering these services, including the cost of the investment teams and the cost of

support functions, primarily marketing, operations, information technology and human resources.

The IC is charged a management fee of 1% of the carrying value of the average balance sheet portfolio by the

FMC and this is shown below as the Inter-segmental fee. It also recognises the fair value movement on any

hedging derivatives. The costs of finance, treasury and legal teams, and other Group costs primarily related to

being a listed entity, are allocated to the IC. The remuneration of the Executive Directors is allocated equally

to the FMC and the IC.

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

reported amounts on the following pages.

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4. Segmental reporting continued

		Year ended 31 March 2026			Year ended 31 March 2025
			Reportable			Reportable
	FMC	IC	segments	FMC	IC	segments
	£m	£m	£m	£m	£m	£m
External fee income	811.8	—	811.8	690.0	—	690.0
Inter-segmental fee	23.3	(23.3)	—	24.6	(24.6)	—
Other operating income	2.9	0.7	3.6	2.8	1.7	4.5
Fund management fee income	838.0	(22.6)	815.4	717.4	(22.9)	694.5
Net investment returns	—	98.2	98.2	—	192.5	192.5
Dividend income	62.0	—	62.0	48.3	—	48.3
Finance gain	—	20.4	20.4	—	8.3	8.3
Total revenue	900.0	96.0	996.0	765.7	177.9	943.6
Interest income	0.1	27.5	27.6	0.3	19.2	19.5
Interest expense	(2.3)	(33.1)	(35.4)	(2.5)	(39.6)	(42.1)
Staff costs	(117.5)	(30.7)	(148.2)	(109.2)	(30.0)	(139.2)
Incentive scheme costs	(129.4)	(28.3)	(157.7)	(128.8)	(29.5)	(158.3)
Other administrative expenses	(64.1)	(32.0)	(96.1)	(64.1)	(27.2)	(91.3)
Profit before tax	586.8	(0.6)	586.2	461.4	70.8	532.2

—

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

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

– All income generated from the balance sheet portfolio is presented as net investment returns for Reportable segments purposes, under UK-adopted IAS it is presented within gains on investments and other

operating income.

– 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.

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Notes to the financial statements continued

4. Segmental reporting continued

Consolidated income statement

	Year ended 31 March 2026			Year ended 31 March 2025
	Reportable	Consolidated	Financial	Reportable	Consolidated	Financial
	segments	entities	statements	segments	entities	statements
	£m	£m	£m	£m	£m	£m
Fund management fee income	811.8	(13.6)	798.2	690.0	(22.0)	668.0
Other operating income	3.6	2.3	5.9	4.5	3.5	8.0
Fee and other income	815.4	(11.3)	804.1	694.5	(18.5)	676.0
Dividend income	62.0	(62.0)	—	48.3	(48.3)	—
Finance gain	20.4	2.0	22.4	8.3	1.9	10.2
Finance income/(loss)	82.4	(60.0)	22.4	56.6	(46.4)	10.2
Net investment returns/gains on investments	98.2	111.3	209.5	192.5	92.2	284.7
Total revenue	996.0	40.0	1,036.0	943.6	27.3	970.9
Other income	27.6	2.3	29.9	19.5	—	19.5
Finance costs	(35.4)	(4.2)	(39.6)	(42.1)	(1.6)	(43.7)
Staff costs	(148.2)	—	(148.2)	(139.2)	—	(139.2)
Incentive scheme costs	(157.7)	—	(157.7)	(158.3)	—	(158.3)
Other administrative expenses	(96.1)	(36.1)	(132.2)	(91.3)	(27.4)	(118.7)
Administrative expenses	(402.0)	(36.1)	(438.1)	(388.8)	(27.4)	(416.2)
Profit before tax	586.2	2.0	588.2	532.2	(1.7)	530.5
Tax charge	(108.2)	(1.3)	(109.5)	(79.8)	0.5	(79.3)
Profit after tax	478.0	0.7	478.7	452.4	(1.2)	451.2

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Notes to the financial statements continued

4. Segmental reporting continued

Consolidated statement of financial position

		2026			2025
	Reportable	Consolidated	Financial	Reportable	Consolidated	Financial
	segments	entities	statements	segments	entities	statements
Year ended 31 March 2026	£m	£m	£m	£m	£m	£m
Non-current financial assets	2,555.7	5,185.7	7,741.4	2,806.2	4,873.7	7,679.9
Other non-current assets	217.4	131.4	348.8	150.0	123.5	273.5
Cash	981.4	434.0	1,415.4	604.8	255.4	860.2
Current financial assets	112.8	(64.1)	48.7	248.7	(172.6)	76.1
Other current assets	264.4	93.5	357.9	270.2	182.7	452.9
Total assets	4,131.7	5,780.5	9,912.2	4,079.9	5,262.7	9,342.6
Non-current financial liabilities 1	582.2	5,431.3	6,013.5	1,058.7	4,927.2	5,985.9
Other non-current liabilities	76.9	—	76.9	54.2	2.8	57.0
Current financial liabilities 1	534.2	25.1	559.3	199.8	(2.4)	197.4
Other current liabilities	234.1	327.4	561.5	271.2	340.2	611.4
Total liabilities	1,427.4	5,783.8	7,211.2	1,583.9	5,267.8	6,851.7
Equity	2,704.3	(3.3)	2,701.0	2,496.0	(5.1)	2,490.9
Total equity and liabilities	4,131.7	5,780.5	9,912.2	4,079.9	5,262.7	9,342.6

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

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Notes to the financial statements continued

4. Segmental reporting continued

Consolidated statement of cash flows

		2026
	Reportable	Consolidated	Financial
	segments	entities	Statements
	£m	£m	£m
Profit before tax from continuing operations	586.2	2.0	588.2
Adjustments for non-cash items:
Fee and other operating (income)/expense	(815.4)	11.3	(804.1)
Net investment returns	(98.2)	(111.3)	(209.5)
Net fair value (loss)/gain on derivatives	9.2	(1.4)	7.8
Impact of movement in foreign exchange rates	(29.6)	(0.6)	(30.2)
Dividend income	(62.0)	62.0	—
Interest income	(27.6)	(2.3)	(29.9)
Interest expense	35.5	4.1	39.6
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets	17.2	—	17.2
Share-based payment expense	45.0	—	45.0
Working capital changes:
(Increase)/decrease in trade receivables	(0.2)	110.5	110.3
Decrease in trade and other payables	(47.8)	(133.3)	(181.1)
	(387.7)	(59.0)	(446.7)
Proceeds from sale of seed investments	186.3	—	186.3
Purchase of seed investments	(156.4)	—	(156.4)
Purchase of investments	(259.5)	(2,109.2)	(2,368.7)
Proceeds from sales and maturities of investments	636.2	2,575.2	3,211.4
Proceeds from borrowing related to seed investments	—	87.2	87.2
Issuance of CLO notes	—	724.8	724.8
Redemption of CLO notes	—	(1,244.1)	(1,244.1)
Interest and dividend income received	195.2	361.6	556.8
Fee and other operating income received	754.5	(5.8)	748.7
Interest paid	(34.3)	(323.9)	(358.2)
Cash flow generated from operations	934.3	6.8	941.1
Taxes paid	(95.0)	—	(95.0)
Net cash flows from operating activities	839.3	6.8	846.1

		2026
	Reportable	Consolidated	Financial
	segments	entities	Statements
	£m	£m	£m
Net cash flows from operating activities	839.3	6.8	846.1
Investing activities
Purchase of intangible assets	(6.6)	—	(6.6)
Purchase of property, plant and equipment	(0.7)	—	(0.7)
Net cash flow from derivative financial instruments	20.6	1.3	21.9
Cash flow as a result of change in control of subsidiary	—	167.6	167.6
Net cash flows from investing activities	13.3	168.9	182.2
Financing activities
Purchase of Own Shares	(78.0)	—	(78.0)
Proceeds from shares issued	27.1	—	27.1
Payment of principal portion of lease liabilities	(12.5)	—	(12.5)
Repayment of borrowings	(172.4)	—	(172.4)
Dividends paid to equity holders of the parent	(242.3)	—	(242.3)
Net cash flows used in financing activities	(478.1)	—	(478.1)
Net increase in cash and cash equivalents	374.5	175.7	550.2
Effects of exchange rate differences on cash and cash equivalents	2.1	2.9	5.0
Cash and cash equivalents at 1 April	604.8	255.4	860.2
Cash and cash equivalents at 31 March	981.4	434.0	1,415.4

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

		2025
	Reportable	Consolidated	Financial
	segments	entities	Statements
	£m	£m	£m
Net cash flows from/(used in) operating activities	496.2	(360.1)	136.1
Investing activities
Purchase of intangible assets	(5.9)	—	(5.9)
Purchase of property, plant and equipment	(0.7)	—	(0.7)
Net cash flow from derivative financial instruments	22.4	—	22.4
Cash flow as a result of change in control of subsidiary	—	260.3	260.3
Net cash flows from investing activities	15.8	260.3	276.1
Financing activities
Purchase of Own Shares	(42.4)	—	(42.4)
Payment of principal portion of lease liabilities	(12.2)	—	(12.2)
Repayment of borrowings	(241.1)	—	(241.1)
Dividends paid to equity holders of the parent	(228.9)	—	(228.9)
Net cash flows used in financing activities	(524.6)	—	(524.6)
Net decrease in cash and cash equivalents	(12.6)	(99.8)	(112.4)
Effects of exchange rate differences on cash and cash equivalents	(9.8)	(7.6)	(17.4)
Cash and cash equivalents at 1 April	627.2	362.8	990.0
Cash and cash equivalents at 31 March	604.8	255.4	860.2

Geographical analysis of non-current non-financial assets

	2026	2025*
Asset Analysis by Geography	£m	£m
Europe (including UK)	150.4	117.5
Asia Pacific	134.6	127.1
North America	63.8	28.9
Total	348.8	273.5

Geographical analysis of Group revenue

	2026	2025*
Income Analysis by Geography	£m	£m
Europe (including UK)	765.2	746.3
Asia Pacific	5.2	4.4
North America	265.6	220.2
Total	1,036.0	970.9

* The prior period balances have been re-presented to align the geographical analysis of non-current non-financial

assets and Group revenue with the domicile of the underlying funds.

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5. Financial assets and liabilities

Accounting policy

Financial assets

Financial assets can be classified into the following categories: Amortised Cost, Fair Value Through Profit

and Loss (‘FVTPL’) and Fair Value Through Other Comprehensive Income (‘FVOCI’). The Group has

classified all invested financial assets as FVTPL.

Financial assets at FVTPL are initially recognised and subsequently measured at fair value and transaction

costs are recognised in the consolidated income statement immediately. A valuation assessment is

performed on a recurring basis with gains or losses arising from changes in fair value recognised through net

gains on investments in the consolidated income statement. Dividends or interest earned on the financial

assets are also included in the net gains on investments. Exchange differences are included within finance

income/(loss).

Where the Group holds investments in a number of financial instruments such as debt and equity in

a portfolio company, the Group views their entire investment as a unit of account for valuation purposes.

Industry standard valuation guidelines such as the International Private Equity and Venture Capital (‘IPEV’)

Valuation Guidelines – December 2025, allow for a level of aggregation where there are a number of

financial instruments held within a portfolio company.

Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset

expire, or when substantially all the risks and rewards of ownership of the asset are transferred to another

party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying value

amount and the sum of the consideration received and receivable, is recognised in profit or loss.

Key sources of estimation uncertainty on financial assets

Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable,

willing parties in an arm’s length transaction at the reporting date. The fair value of investments is based on

quoted prices, where available. Where quoted prices are not available, the fair value is estimated in line with

UK-adopted IAS and industry standard valuation guidelines such as IPEV for direct investments in portfolio

companies, and the Royal Institute of Chartered Surveyors Valuation – Global Standards 2024 for

investment property. These valuation techniques can be subjective and include assumptions which are not

supportable by observable data. Details of the valuation techniques and the associated sensitivities are

further disclosed in this note on page 143.

Given the subjectivity of valuing investments in private companies, senior and subordinated notes of

Collateralised Loan Obligation vehicles and investments in investment property, these are key sources

of estimation uncertainty, and as such the valuations are approved by the relevant Fund Investment

Committees and Group Valuation Committee (‘GVC’). The unobservable inputs relative to these

investments are further detailed below.

Valuations

Valuation process

The GVC is responsible for reviewing and concluding on the fair value of the Group’s balance sheet

investment positions in accordance with the Group’s Valuation Policy. This includes consideration of the

valuations received from the underlying funds. The GVC reviews the fair values on a quarterly basis and

reports to the Audit Committee semi-annually. The GVC is independent of the boards of directors of the

funds, and no member of the GVC is a member of either the Group’s investment teams or fund Investment

Committees (‘ICs’).

The ICs are responsible for the review, challenge, and approval of the underlying funds’ valuations of their

assets. Sources of the valuation reviewed by the ICs include the ICG investment team, third-party valuation

services and third-party fund administrators as appropriate. The IC’s provide those valuations to the Group,

as an investor in the fund assets. The IC’s are also responsible for escalating significant events regarding the

valuation to the Group, for example change in valuation methodologies, potential impairment events, or

material judgements.

The table on page 143 outlines in more detail the range of valuation techniques, as well as the key

unobservable inputs for each category of Level 3 assets and liabilities.

Investment in or alongside managed funds

When fair values of publicly traded closed-ended funds and open-ended funds are based on quoted market

prices in an active market for identical assets without any adjustments, the instruments are included within

Level 1 of the hierarchy. The Group values these investments at bid price for long positions.

The Group also co-invests with funds, including credit and private equity secondary funds, which are not quoted

in an active market. The Group assesses the valuation techniques and inputs used by these funds to ensure they

are reasonable, appropriate and consistent with the principles of fair value. The latest available NAV of these

funds are generally used as an input into measuring their fair value. The NAV of the funds are adjusted, as

necessary, to reflect restrictions on redemptions, and other specific factors relevant to the funds. In measuring

fair value, consideration is also given to any transactions in the interests of the funds. The Group classifies these

funds as Level 3.

Investment in private companies

The Group takes debt and equity stakes in companies that are, other than on very rare occasions, not quoted

in an active market and uses either a market-based valuation technique or a discounted cash flow technique

to value these positions.

The Group’s investments in private companies are held at fair value using the most appropriate valuation

technique based on the nature, facts and circumstances of the private company. The first of two principal

valuation techniques is a market comparable companies technique. The enterprise value (‘EV’) of the portfolio

company is determined by applying an earnings multiple, taken from comparable companies, to the profits of

the portfolio company. The Group determines comparable private and public companies, based on industry,

size, location, leverage and strategy, and calculates an appropriate multiple for each comparable company

identified. The second principal valuation technique is a discounted cash flow (‘DCF’) approach. Fair value is

determined by discounting the expected future cash flows of the portfolio company to the present value.

Various assumptions are utilised as inputs, such as terminal value and the appropriate discount rate to apply.

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Typically, the DCF is then calibrated alongside a market comparable companies approach. Alternate valuation

techniques may be used where there is a recent offer or a recent comparable market transaction, which may

provide an observable market price and an approximation to fair value of the private company. The Group

classified these assets as Level 3.

Investment in public companies

Quoted investments are held at the last traded bid price on the reporting date. When a purchase or sale is

made under contract, the terms of which require delivery within the timeframe of the relevant market, the

contract is recognised on the trade date.

Investment in loans held in consolidated structured entities

The loan asset portfolios of the consolidated structured entities are valued using observable inputs where

possible such as recently executed transaction prices in securities of the issuer or comparable issuers and

from independent loan pricing sources. To the extent that the significant inputs are observable the Group

classifies these assets as Level 2 and assets with unobservable inputs are classified as Level 3. Level 3 assets

are valued using a discounted cash flow technique and the key inputs under this approach are detailed on

page 143.

Derivative assets and liabilities

The Group uses market-standard valuation models for determining fair values of over-the-counter interest

rate swaps, currency swaps and forward foreign exchange contracts. The most frequently applied valuation

techniques include forward pricing and swap models, using present value calculations. The models

incorporate various inputs including both credit and debit valuation adjustments for counterparty and own

credit risk, foreign exchange spot and forward rates and interest rate curves. For these financial instruments,

significant inputs into models are market observable and are included within Level 2.

Senior and subordinated notes of CLO vehicles

The Group holds investments in the senior and subordinated notes of the CLOs it manages, predominately

driven by European Union risk-retention requirements. The Group employs DCF analysis to fair value these

investments, using several inputs including constant annual default rates, prepayments rates, reinvestment

rates, recovery rates and discount rates. The DCF analysis at the reporting date shows that the senior notes

are typically expected to recover all contractual cash flows, including under stressed scenarios, over the life of

the CLOs. Observable inputs are used in determining the fair value of senior notes and these instruments are

therefore classified as Level 2. Unobservable inputs are used in determining the fair value of subordinated

notes, which are therefore classified as Level 3 instruments.

Liabilities of consolidated CLO vehicles

Rated debt liabilities of consolidated CLOs are generally valued at par plus accrued interest, which we assess

as fair value. This is supported by an assessment of the valuation of the CLO loan asset portfolio. As a result

we deem these liabilities as Level 2.

Unrated/subordinated debt liabilities of consolidated CLOs are valued directly in line with the fair value of

the CLO loan asset portfolios. These underlying assets mostly comprise observable loan securities traded in

active markets. The underlying assets are reported in both Level 2 and Level 3. As a result of this methodology

of deriving the valuation of unrated/subordinated debt liabilities from a combination of Level 2 and Level 3

asset values, we deem these liabilities to be Level 3.

Real assets

To the extent that the Group invests in real estate assets, whether through an investment in a managed fund

or an investment in a private company, the assets may be classified as either a financial asset (investment in

a managed fund) or investment property (investment in a controlled private company) in accordance with

IAS 40 ‘Investment Property’. The fair values of the directly held material investment properties have been

recorded based on independent valuations prepared by third-party real estate valuation specialists in line

with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2024. At the end of each

reporting period, the Group reviews its assessment of the fair value of each property, taking into account the

most recent independent valuations. The Directors determine a property value within a range of reasonable

fair value estimates, based on information provided.

All resulting fair value estimates for investment properties are included in Level 3.

Fair value measurements recognised in the statement of financial position

The information set out below provides information about how the Group and Company determines fair

values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree to

which the fair value is observable.

– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for

identical assets or liabilities

– Level 2 fair value measurements are those derived from inputs other than quoted prices included within

Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived

from prices)

– Level 3 fair value measurements are those derived from valuation techniques that include inputs for the

asset or liability that are not based on observable market data (i.e. unobservable inputs)

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

		As at 31 March 2026				As at 31 March 2025
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Group	£m	£m	£m	£m	£m	£m	£m	£m
Financial assets
Investment in or alongside managed funds 1	3.7	0.3	2,152.3	2,156.3	3.7	2.3	2,417.4	2,423.4
Collateral assets held in consolidated CLOs	—	4,826.7	542.4	5,369.1	—	4,533.1	443.2	4,976.3
Derivative assets	—	4.9	—	4.9	—	26.3	—	26.3
Investment in private companies 2	—	—	150.1	150.1	—	—	210.8	210.8
Investment in public companies	11.9	—	—	11.9	4.3	—	—	4.3
Investments in unconsolidated CLOs	—	79.7	18.1	97.8	—	86.1	28.8	114.9
Total financial assets 3	15.6	4,911.6	2,862.9	7,790.1	8.0	4,647.8	3,100.2	7,756.0
Financial liabilities
Liabilities of consolidated CLOs	—	(5,298.1)	(5.7)	(5,303.8)	—	(4,560.3)	(297.9)	(4,858.2)
Derivative liabilities	—	(16.1)	—	(16.1)	—	(8.3)	—	(8.3)
Total financial liabilities 4	—	(5,314.2)	(5.7)	(5,319.9)	—	(4,568.6)	(297.9)	(4,866.5)

1. Level 3 investments in or alongside managed funds includes £1,044.0m Corporate Investments (2025: £1,325.5m), £592.4m Strategic Equity, LP Secondaries, Recovery Fund and CPE (2025: £508.0m), £41.2m Senior Debt Partners (2025: £42.3m), £58.0m North

America Credit Partners (2025: £64.4m), £356.6m real asset funds (2025: £384.8m), £30.3m Seed (2025:£60.8m) and £29.8m credit funds (2025: £31.4m).

2. Level 3 Investment in private companies includes £150.1m Structured Capital and Secondaries (2025: £172.0m) and nil real estate funds (2025: £38.8m).

3. Total financial assets correspond to the sum of non-current and current financial assets at fair value and the sum of current derivative assets on the face of the balance sheet.

4. Total financial liabilities correspond to the sum of non-current financial liabilities at fair value and current derivative liabilities on the face of the balance sheet.

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Fair value hierarchy

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

		As at 31 March 2026				As at 31 March 2025
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Company	£m	£m	£m	£m	£m	£m	£m	£m
Financial Assets
Investment in or alongside managed funds	3.7	—	69.4	73.1	3.6	—	102.0	105.6
Derivative assets	—	4.9	—	4.9	—	26.3	—	26.3
Investment in private & public companies	1.3	—	22.1	23.4	2.3	—	77.1	79.4
Investments in unconsolidated CLOs and credit funds	—	—	19.8	19.8	—	—	—	—
Total assets	5.0	4.9	111.3	121.2	5.9	26.3	179.1	211.3
Financial Liabilities
Derivative liabilities	—	18.0	—	18.0	—	10.6	—	10.6
Total liabilities	—	18.0	—	18.0	—	10.6	—	10.6

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Reconciliation of Level 3 fair value measurement of financial assets

The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement. Within the income statement, realised gains and fair value movements are included within gains on

investments, and foreign exchange gains/(losses) are included within finance income/(loss). Transfers between levels take place when there are changes to the observability of inputs used in the valuation of these assets.

This is determined based on the year-end valuation and transfers therefore take place at the end of the reporting period.

		Investment in
	Investment in or	loans held in	Investment in	Investments in
	alongside	consolidated	private	unconsolidated
	managed funds	entities	companies	CLOs	Total
Group	£m	£m	£m	£m	£m
At 1 April 2025	2,417.4	443.2	210.8	28.8	3,100.2
Total gains or losses in the income statement
– Net investment return 2	164.3	(17.5)	(10.2)	1.9	138.5
– Foreign exchange	49.0	(4.2)	(5.4)	0.8	40.2
Purchases	280.5	331.4	36.4	65.3	713.6
Exit proceeds	(722.4)	(215.3)	(118.0)	(78.7)	(1,134.4)
Transfers in 1	—	118.8	—	—	118.8
Transfers out 1	—	(114.0)	—	—	(114.0)
Reclassification 3	(36.5)	—	36.5	—	—
At 31 March 2026	2,152.3	542.4	150.1	18.1	2,862.9

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

2. Included within Net investment return are £72.1m of unrealised gains /(losses), including accrued interest, and consisting of: £149.6m Investment in or alongside managed funds, £(75.4)m Investment in loans held in consolidated entities, £1.4m Investment in private

companies, £(3.5)m Investments in unconsolidated CLOs.

3. During the year the Group reclassified certain investments into or alongside managed funds into investments in private companies.

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

2. Included within Net investment returns are £183.6m of unrealised gains/(losses),including accrued interest, consisting of: £176.7m Investment in or along managed funds, £(34.2m) Investment in loans held in consolidated entities, £36.2m Investment in private

companies, £4.9m Investments in unconsolidated CLOs.

3. During the year the Group reclassified certain investments in private companies into investments in or alongside managed funds.

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		2026				2025
	Investment in or	Investment in	Subordinated		Investment in or	Investment in	Subordinated
	alongside	private	notes of CLO		alongside	private	notes of CLO
	managed funds	companies	vehicles	Total	managed funds	companies	vehicles	Total
Company	£m	£m	£m	£m	£m	£m	£m	£m
At 1 April	102.0	77.1	—	179.1	128.4	87.1	21.8	237.3
Total gains or losses in the income statement
– Net investment return	(0.5)	(0.1)	(0.6)	(1.2)	5.3	(2.9)	1.3	3.7
– Foreign exchange	(9.4)	(1.0)	0.2	(10.2)	(2.1)	(2.9)	(0.6)	(5.6)
Purchases	7.3	0.3	20.2	27.8	20.8	3.7	—	24.5
Exit proceeds	(30.0)	(54.2)	—	(84.2)	(50.4)	(7.9)	(22.5)	(80.8)
At 31 March	69.4	22.1	19.8	111.3	102.0	77.1	—	179.1

Reconciliation of Level 3 fair value measurements of financial liabilities

The following tables sets out the movements in reoccurring financial liabilities valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included

within gains on investments, and foreign exchange gains/(losses) are included within finance income/(loss). Transfers in and out of Level 3 financial liabilities were due to changes to the observability of inputs used in the

valuation of these liabilities. During the year ended 31 March 2026, changes in the fair value of the assets of consolidated credit funds resulted in a reduction in the fair value of the financial liabilities of those consolidated

credit funds, reported as a ‘fair value gain’ in the table below.

	2026	2025
	Financial	Financial
	liabilities	liabilities
	designated as	designated as
	FVTPL	FVTPL
Group	£m	£m
At 1 April	297.9	186.7
Total gains or losses in the income statement
– Fair value (gains)/losses	(332.0)	10.6
– Foreign exchange (gains)/losses	4.7	(3.9)
Purchases	96.1	68.9
Transfer between levels	(61.0)	35.6
At 31 March	5.7	297.9

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Valuation inputs and sensitivity analysis

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

	Fair Value	Fair Value				31 March 2026		Effect on Fair		31 March 2025	Effect on Fair
Group assets	As at	As at				Weighted		Value		Weighted	Value
	31 March 2026	31 March 2025		Key Unobservable		Average/ Fair	Sensitivity/	31 March 2026		Average/ Fair	31 March 2025
			Primary Valuation Techniques 1	Inputs	Range	Value Inputs	Scenarios		Range	Value Inputs
	£m	£m						£m			£m
Structured Capital & Secondaries:	1,098.8	1,466.9	Market comparable companies	Earnings multiple	8.0x - 25.0x	14.4x	+10% Earnings multiple³	116.7	7.5x – 27.5x	14.0x	135.2
Corporate Investments			Discounted cash flow	Discount rate	7.6% - 20.7%	10.2%	-10% Earnings multiple³	(116.7)	7.6% - 20.9%	10.6 %	(138.8)
			calibrated to market
			comparable companies 2	Earnings multiple	9.2x - 20.4x	13.6x			4.9x – 23.1x	13.3x
Structured Capital & Secondaries:	687.6	537.4	Third-party valuation / funding	N/A	N/A	N/A	+10% valuation	68.8	N/A	N/A	53.7
Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences, CPE			round value				-10% valuation	(68.8)	N/A	N/A	(53.7)
Seed Investments	44.1	120.8	Various				+10% valuation	4.4			12.1
							-10% valuation	(4.4)			(12.1)
Debt: Private Debt: North	58.0	65.7	Market comparable companies	Earnings multiple	7.5x - 17.8x	14.1x	+10% Earnings multiple³	4.7	9.5x – 21.0x	14.3x	5.9
American Credit Partners							-10% Earnings multiple³	(4.4)			(5.9)
Debt: Private Debt: Senior Debt	41.2	42.3		Probability of default	0.7%-1.9%	0.9%	Upside case	—	0.8%-2.1%	1.0 %	—
Partners			Amortised Cost with ECL	Loss given default	35.6 %	35.6%	Downside case	(0.2)	36.0 %	36.0 %	(0.3)
			Impairment assessment	Maturity of loan	3 years	3 years			3 years	3 years
				Effective interest rate	10.1%-10.3%	10.2%			9.7%-9.8%	9.8 %
Debt: Credit: Non-consolidated	4.4	7.7		Discount rate	7.5%-59.0%	17.0%			10.5% - 38.5%	20.0 %
CLOs and credit funds			Third-party valuation:	Default rate	2.0%	2.0%	Upside case 4	29.6	2.0 %	2.0 %	21.6
			Discounted cash flow	Prepayment rate %	18.7%-20.0%	19.7%	Downside case 4	(31.2)	15.0%-25.0%	21.0 %	(19.9)
				Recovery rate %	65.0%	65.0%			65.0 %	65.0 %
				Reinvestment price	99.4%-99.5%	99.5%			99.0%-99.5%	99.4 %
Debt: Credit: Consolidated CLOs	542.4	443.2	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	54.2	N/A	N/A	44.3
							-10% Third-party valuation	(54.2)			(44.3)
Debt: Credit: Liquid Funds	29.8	31.4	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	3.0	N/A	N/A	3.1
							-10% Third-party valuation	(3.0)			(3.1)
Real Assets	356.6	384.8	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	35.7	N/A	N/A	38.5
			LTV-based impairment model	N/A	N/A	N/A	-10% Third-party valuation	(35.7)	N/A	N/A	(38.5)
Total financial assets	2,862.9	3,100.2					Total Upside sensitivity	248.3			314.4
							Total Downside sensitivity	(249.8)			(316.6)
Liabilities of Consolidated CLOs	(5.7)	(297.9)	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	(0.6)	N/A	N/A	(29.8)
and credit funds							-10% Third-party valuation	0.6	N/A	N/A	29.8
Total financial liabilities	(5.7)	(297.9)

1. Where the Group has co-invested with its managed funds, it is the type of the underlying investment, and the valuation techniques used for these underlying investments, that is set out here.

2. Where both discounted cash flow (“DCF”) and market comparable companies’ valuation techniques are performed, the valuation models are calibrated, and an earnings multiple is implied by the DCF valuation. Where this methodology is applied, the sensitivity has been

applied to the implied earnings multiple, using the market comparable companies’ valuation technique.

3. Investments in the following strategies are sensitised using the actual or implied earnings multiple to provide a consistent and comparable basis for this analysis: Corporate Investments, US Mid-Market, North America Credit Partners.

4. The sensitivity analysis is performed on the entire portfolio of subordinated notes of CLO vehicles that the Group has invested in with total value of £221.4m (2025: £214.9m). This value includes investments in CLOs that are not consolidated £4.4m (2025: £7.7m) and

investments in CLOs which are consolidated £217.0m (2025: £207.2m). The default rate applied was set at 2.0% until maturity, across the entire portfolio. The upside case is based on the default rate being lowered to 1.0% to maturity, keeping all other parameters

consistent .The downside case is based on the default rate being increased to 3.0% to maturity, keeping all other parameters consistent.

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5. Financial assets and liabilities continued

Derivative financial instruments

Accounting policy

Derivative financial instruments for economic hedging

The Group holds derivative financial instruments to hedge foreign currency exposures. Derivatives are recognised at fair value determined using independent third-party valuations or quoted market prices. Changes in fair

values of derivatives are recognised immediately in Finance income / (loss) in the Income Statement.

A derivative with a positive fair value is recognised as a financial asset while a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or non-current liability

if the remaining maturity of the instrument is more than 12 months from the reporting date, otherwise a derivative will be presented as a current asset or current liability.

		2026			2025
	Contract or	Fair values		Contract or	Fair values
	underlying			underlying
	principal amount	Asset	Liability	principal amount	Asset	Liability
Group	£m	£m	£m	£m	£m	£m
Cross currency swaps	—	—	—	100.6	3.9	(6.1)
Foreign exchange forward contracts and swaps	1,715.4	4.9	(16.1)	1,592.4	22.4	(2.2)
Total	1,715.4	4.9	(16.1)	1,693.0	26.3	(8.3)

		2026			2025
	Contract or			Contract or
	underlying	Fair values		underlying	Fair values
	principal amount	Asset	Liability	principal amount	Asset	Liability
Company	£m	£m	£m	£m	£m	£m
Cross currency swaps	—	—	—	100.6	3.9	(6.1)
Foreign exchange forward contracts and swaps	1,766.5	4.9	(18.0)	1,552.0	22.4	(4.5)
Total	1,766.5	4.9	(18.0)	1,652.6	26.3	(10.6)

The Group holds £1.7m of cash pledged as collateral by its counterparties as at 31 March 2026 (31 March 2025: £6.1m). All of the Credit Support Annexes that have been agreed with our counterparties are fully compliant

with European Market Infrastructure Regulation ‘EMIR’.

The foreign exchange movements net of fair value gains/(losses) in derivatives during the year is £22.4m (2025: £10.2m). There was no change in fair value related to credit risk in relation to derivatives as at 31 March 2026

(31 March 2025: £nil).

Within the International Swaps and Derivatives Association (‘ISDA’) Master Agreements in place with our counterparties, in the event of a default, the close-out netting provision would result in all obligations under

a contract being terminated with a subsequent combining of positive and negative replacement values into a single net payable or receivable.

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6. Cash and cash equivalents

Accounting policy

Cash and cash equivalents comprise cash and short-term 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.

	Group		Company
	2026	2025	2026	2025
	£m	£m	£m	£m
Cash and cash equivalents
Cash at bank and in hand	1,415.4	860.2	832.5	433.1

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

structured entities controlled by the Group. The Group does not have legal recourse to these balances as

their sole purpose is to service the interests of the investors in these structured entities.

7. Financial liabilities

Accounting policy

Financial liabilities, which include borrowings and listed notes and bonds (with the exception of financial

liabilities designated as FVTPL), are initially recognised at fair value net of transaction costs and

subsequently measured at amortised cost using the effective interest rate method. Arrangement and

commitment fees related to the issued liabilities are included within the carrying value.

Lease liabilities are initially measured at the present value of all the future lease payments. The present

value at the inception of the lease is determined by discounting all future lease payments at the Group’s

centrally determined incremental borrowing rate at the date of inception of the lease. In calculating the

present value of lease payments, the Group uses its incremental borrowing rate because the interest

rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease

liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the

lease term, a change in the lease payments or a change in the assessment of an option to purchase the

underlying asset.

Financial liabilities designated at fair value are initially recognised and subsequently measured at fair value

on a recurring basis. Gains or losses arising from changes in fair value of derivative financial liabilities are

recognised in Finance income in the income statement. Gains or losses arising from changes in fair value of

liabilities of Structured entities controlled by the Group are recognised through gains on investments in the

income statement. The Group has designated financial liabilities relating to consolidated structured entities

at fair value to eliminate or significantly reduce an accounting mismatch.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,

cancelled or expire.

The fair value of the Listed notes and bonds, being the market price of the outstanding bonds is £837.2m

(2025: £802.7m). Listed notes and bonds at amortised cost would be classified as Level 2 and are valued using

observable market prices sourced from broker quotes, inter-dealer prices or other reliable pricing sources.

Details of the cash outflows related to leases are in the Consolidated statement of cash flows, interest

expenses associated with lease liabilities are in note 10, the Right of Use (‘ROU’) assets and the income from

subleasing ROU assets are in note 17 and the maturity analysis of the lease liabilities are in note 21.

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7. Financial liabilities continued

			2026		2025 (restated) 1
	Interest rate		Current	Non-current	Current	Non-current
Group	%	Maturity	£m	£m	£m	£m
Liabilities held at amortised cost
– Private placement	3.04% - 5.35%	2026 - 2029	66.8	94.4	177.4	163.2
– Listed notes and bonds	1.63% - 2.50%	2027 - 2030	439.0	434.7	2.3	834.4
– Unsecured bank debt 2	SONIA +1.05%	2028	(0.2)	(0.9)	(0.4)	(1.0)
Total Liabilities held at amortised cost			505.6	528.2	179.3	996.6
Lease liabilities	2.80% - 7.09%	2026 - 2034	10.6	54.1	9.8	62.1
Borrowings related to seed investments	1.72% - 6.20%	2026 - 2029	27.0	127.4	—	69.0
Liabilities held at FVTPL:
– Derivative financial liabilities			16.1	—	8.3	—
– Structured entities controlled by the Group 3	0.65% - 9.58%	2030 - 2039	—	5,303.8	—	4,858.2
			559.3	6,013.5	197.4	5,985.9

1. In the prior year, £77.4m of Current Private placement liabilities were reported as non-current in error. The Current and Non-current amounts have been restated.

2. Unsecured bank debt represents the upfront fees on an RCF facility, amortised over its expected life.

3. The fair value of financial liabilities relating to Structured entities controlled by the Group includes amounts expected to be settled within 12 months, see note 21 Liquidity risk.

			2026		2025 (restated) 1
	Interest rate		Current	Non-current	Current	Non-current
Company	%	Maturity	£m	£m	£m	£m
Liabilities held at amortised cost
– Private placement	3.04% - 5.35%	2026 - 2029	66.8	94.4	177.4	163.2
– Listed notes and bonds	1.63% - 2.50%	2027 - 2030	439.0	434.7	2.3	834.4
– Unsecured bank debt 2	SONIA +1.05%	2028	(0.2)	(0.9)	(0.4)	(1.0)
Total Liabilities held at amortised cost			505.6	528.2	179.3	996.6
Lease liabilities	3.60%	2026 - 2031	4.7	25.7	4.5	30.2
Liabilities held at FVTPL
– Derivative financial liabilities			18.0	—	10.6	—
			528.3	553.9	194.4	1,026.8

1. In the prior year, £77.4m of Current Private placement liabilities were reported as non-current in error. The Current and Non-current amounts have been restated

2. Unsecured bank debt represents the upfront fees on an RCF facility, amortised over its expected life.

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Notes to the financial statements continued

7. Financial liabilities continued

Movement in financial liabilities arising from financing activities

The following table sets out the movements in total liabilities held at amortised cost arising from financing

activities undertaken during the year.

	Group		Company
	2026	2025	2026	2025
	£m	£m	£m	£m
At 1 April	1,247.8	1,525.6	1,210.6	1,486.7
Repayment of long term borrowings	(172.4)	(241.1)	(172.4)	(241.1)
Payment of principal portion of lease liabilities	(12.5)	(12.2)	(5.7)	(6.0)
Establishment of lease liability	3.5	4.6	0.1	—
Net interest movement	1.1	(0.1)	1.2	(1.6)
Foreign exchange movement	31.0	(29.0)	30.4	(27.4)
At 31 March	1,098.5	1,247.8	1,064.2	1,210.6

8. Other income

Accounting policy

The Group earns interest on its unrestricted cash balances (see note 6). These amounts are recognised as

income in the period in which it is earned.

	2026	2025
	£m	£m
Interest income on cash deposits	29.9	19.5
	29.9	19.5

9. Net gains on investments

Accounting policy

The Group recognises net gains and losses on investments comprising realised and unrealised gains and

losses from disposals and revaluations of financial assets and financial liabilities measured at fair value.

Dividends or interest earned on the financial assets are also included in the net gains on investments.

	2026	2025
	£m	£m
Financial assets
Change in fair value of financial instruments mandatorily at FVTPL	189.1	644.6
Financial liabilities
Change in fair value of financial instruments designated at FVTPL	20.4	(359.9)
Net gains arising on investments	209.5	284.7

10. Finance costs

Accounting policy

Interest expense on the Group’s debt, excluding financial liabilities within structured entities controlled by

the Group, is recognised using the effective interest rate method based on the expected future cash flows of

the liabilities over their expected life. Financial liabilities within structured entities controlled by the Group

are accounted for within Net gains and losses arising on investment (see note 9).

Interest expense associated with lease obligations represents the unwinding of the lease liability discount,

are accounted for in accordance with IFRS 16 (see note 17).

	2026	2025
Finance costs	£m	£m
Interest expense recognised on financial liabilities held at amortised cost	33.9	36.5
Arrangement and commitment fees	3.5	4.7
Interest expense associated with lease obligations	2.2	2.5
	39.6	43.7

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11. Administrative expenses

Further detail in respect of material administrative expenses reported on the income statement is set

out below:

	2026	2025
	£m	£m
Staff costs	305.9	297.4
Amortisation and depreciation	17.1	17.8
Operating lease expenses	2.6	3.7
Auditor's remuneration	2.8	2.7

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.

	2026	2025
	£m	£m
ICG Group
Audit fees
Group audit of the annual accounts	1.8	1.8
Audit of subsidiaries' annual accounts	0.4	0.4
Audit of controlled CLOs	0.2	0.1
Total audit fees	2.4	2.3
Non-audit fees
Audit-related assurance services	0.2	0.2
Other assurance services	0.2	0.2
Total non-audit fees	0.4	0.4
Total auditor's remuneration incurred by the Group	2.8	2.7

12. Employees and Directors

Accounting policy

The Deal Vintage Bonus (‘DVB’) scheme forms part of the Group’s Remuneration Policy for investment

executives. DVB is reported within Wages and salaries.

Payments of DVB are made in respect of plan years, which are aligned to the Group’s financial year.

Payments of DVB are made only when the performance threshold for the plan year has been achieved on

a cash basis and proceeds are received by the Group. An estimate of the DVB liability for a plan year is

developed based on the following inputs: valuation of underlying investments and allocations of DVB to

qualifying investment professionals. The Group accrues the estimated DVB cost associated with that plan

year evenly over five years, reflecting the average holding period for the underlying investments and

therefore the period over which services are provided by the scheme participants .

	2026	2025
	£m	£m
Directors’ emoluments	5.6	5.2
Employee costs during the year including Directors:
Wages and salaries	262.4	256.2
Social security costs	32.9	31.1
Pension costs	10.6	10.1
Total employee costs (note 11)	305.9	297.4
The monthly average number of employees (including Executive Directors) was:
Investment Executives	314	317
Marketing and support functions	395	375
Executive Directors	3	3
	712	695

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

ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees

of subsidiary companies (see note 27).

Contributions to the Group’s defined contribution pension schemes are charged to the consolidated income

statement as incurred.

The performance-related element included in employee costs is £157.7m (2025: £158.3m) which represents

the annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme and the DVB Scheme. Please refer

to the report of the Remuneration Committee on page 85.

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

£184.1m (2025: £115.7m) to current employees, including Executive Directors, relating to carried interest

distributions from investments in funds made by these employees in prior periods. Such amounts become due

over time if, and when, specified performance targets are ultimately realised in cash by the funds and paid by

the funds (see note 27). As these funds and CIPs are not consolidated, these amounts are not included in the

Group’s consolidated income statement.

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13. Tax expense

Accounting policy

The tax expense comprises current and deferred tax.

Current tax assets and liabilities comprise those obligations to, or claims from, tax authorities relating to the

current or prior reporting periods, that are unpaid at the reporting date.

Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and

liabilities and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be

available against which the deferred tax assets can be utilised.

Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or

from the initial recognition of other assets and liabilities in a transaction, other than a business combination,

that affects neither the tax nor the accounting profit.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their

respective period of realisation, provided they are enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset when there is a legally enforceable right of set off, when they

relate to income taxes levied by the same tax authority and the Group intends to settle on a net basis.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income

statement, except where they relate to items that are charged or credited directly to equity, in which case

the related deferred tax is also charged or credited directly to equity.

	2026	2025
	£m	£m
Current tax:
Current year	83.0	108.0
Foreign tax suffered	0.5	—
Prior year adjustment	7.2	(12.7)
	90.7	95.3
Deferred tax:
Current year	17.5	(21.6)
Prior year adjustment	1.3	5.6
	18.8	(16.0)
Tax on profit on ordinary activities	109.5	79.3

The Group is an international business and operates across many different tax jurisdictions. Income and

expenses are allocated to these jurisdictions based on transfer pricing methodologies set out both (i) in the

laws of the jurisdictions in which the Group operates, and (ii) under guidelines set out by the Organisation for

Economic Co-operation and Development (‘OECD’).

The effective tax rate reported by the Group for the period ended 31 March 2026 of 18.6% (2025: 14.9%) is

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

The FMC activities are subject to tax at the relevant statutory rates ruling in the jurisdictions in which the

income is earned. The lower effective tax rate compared to the statutory UK rate is largely driven by the IC

activities. The IC benefits from statutory UK tax exemptions on certain forms of income arising from both

foreign dividend receipts and gains from assets qualifying for the substantial shareholdings exemption. The

effect of these exemptions means that the effective tax rate of the Group is highly sensitive to the relative mix

of IC income, and composition of such income, in any one period.

Due to the application of tax law requiring a degree of judgement, the accounting thereon involves a level of

estimation uncertainty which tax authorities may ultimately dispute. Tax liabilities are recognised based on

the best estimates of probable outcomes and with regard to external advice where appropriate. The principal

factors which may influence the Group’s future tax rate are changes in tax legislation in the territories in

which the Group operates, the relative mix of FMC and IC income, the mix of income and expenses earned

and incurred by jurisdiction and the timing of recognition of available deferred tax assets and liabilities.

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.

	2026	2025
	£m	£m
Profit on ordinary activities before tax	588.2	530.5
Tax at 25% (2025:25%)	147.1	132.6
Effects of Prior year adjustment to current tax	7.2	(12.7)
Prior year adjustment to deferred tax	1.3	5.6
	155.6	125.5
Non-taxable and non-deductible items	4.3	3.1
Non-taxable investment company income	(54.0)	(38.1)
Trading income generated by overseas subsidiaries subject to different tax rates	4.1	(11.1)
Effect of change in statutory tax rate	(1.3)	—
FX adjustment	0.8	(0.1)
Tax charge for the period	109.5	79.3

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13. Tax expense continued

Deferred tax

		Share-based
		payments and
		compensation	Tax losses	Other
		deductible as	carried	temporary
Deferred tax (asset)/liability	Investments	paid	forward	differences	Total
Group	£m	£m	£m	£m	£m
As at 31 March 2024	47.2	(51.5)	(7.3)	(2.4)	(14.0)
Prior year adjustment	2.1	—	1.7	1.9	5.7
Charge/(credit) to equity	(1.1)	2.3	—	—	1.3
Charge/(credit) to income	(14.7)	2.0	(3.1)	(5.7)	(21.6)
Movement in foreign exchange on retranslation	(0.8)	—	0.2	0.3	(0.3)
As at 31 March 2025	32.7	(47.1)	(8.5)	(5.9)	(28.9)
Prior year adjustment	2.6	—	—	(1.3)	1.3
Charge/(credit) to equity	—	3.4	—	—	3.4
Charge/(credit) to income	6.4	7.3	(3.0)	6.8	17.5
Movement in foreign exchange on retranslation	(0.5)	0.1	0.1	0.1	(0.2)
As at 31 March 2026	41.2	(36.3)	(11.4)	(0.3)	(6.9)

After offsetting deferred tax assets and liabilities where appropriate within territories, the net deferred tax

asset of £6.9m (FY25: £28.9m) comprises of deferred tax assets totalling £33.1m (FY25: £35.6m) and

deferred tax liabilities totalling £26.2m (FY25: £6.7m).

		Share based
		payments and
		compensation		Other
		deductible as		temporary
Deferred tax (asset)/liability	Investments	paid	Derivatives	differences	Total
Company	£m	£m	£m	£m	£m
As at 31 March 2024	6.3	—	0.9	0.5	7.7
Prior year adjustment	(0.9)	0.0	—	(0.3)	(1.2)
Charge/(credit) to income	(1.7)	—	(0.7)	(0.4)	(2.7)
As at 31 March 2025	3.7	—	0.2	(0.2)	3.7
Prior year adjustment	—	—	—	—	—
Charge/(credit) to income	(2.4)	—	(0.2)	3.1	0.5
As at 31 March 2026	1.3	—	—	2.9	4.2

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, and during the period, the deferred tax liability

increased as a result of the increase in investment valuations. 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 2021, the OECD issued model rules for a new global minimum tax framework (Pillar Two), and this

was followed by legislation from various Governments around the world. These rules introduced a global

minimum tax rate of 15%, ensuring fair taxation for entities which are part of a multinational group

of enterprises.

From FY25 onwards, the Group has been subject to the global minimum top-up tax rate under Pillar Two

legislation. However, there is no material amount of top-up tax recognised in respect of the Group’s

operations for the period. The Group has applied the mandatory IAS 12 temporary exemption from the

recognition and disclosure of deferred taxes arising from implementation of the OECD’s Pillar Two

model rules.

14. Dividends

Accounting policy

Dividends are distributions of profit to holders of ICG plc’s share capital and as a result are recognised

as a deduction in equity. Final dividends are announced with the Annual Report and Accounts and are

recognised when they have been approved by shareholders. Interim dividends are announced with the

Half Year Results and are recognised when they are paid.

	2026		2025
	Per share		Per share
	pence	£m	pence	£m
Ordinary dividends paid
Final	56.7	162.8	53.2	153.3
Interim	27.7	79.5	26.3	75.6
	84.4	242.3	79.5	228.9
Proposed final dividend	59.3	169.1	56.7	162.8
Total dividend for the financial year ended 31 March	87.0	248.6	83.0	238.4

Of the £242.3m (2025: £228.9m) of ordinary dividends paid during the year, £2.2m (2025: £1.5m) were

reinvested under the dividend reinvestment plan offered to shareholders.

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15. Earnings per share

	Year ended	Year ended
	31 March 2026	31 March 2025
Earnings	£m	£m
Earnings for the purposes of basic and diluted earnings per share being net	478.4	451.2
profit attributable to equity holders of the Parent
Number of shares
Weighted average number of ordinary shares for the purposes of basic	286,779,584	287,221,959
earnings per share
Effect of dilutive potential ordinary share options	5,086,405	6,176,750
Weighted average number of ordinary shares for the purposes of diluted	291,865,989	293,398,709
earnings per share
Earnings per share
Basic, profit attributable to equity holders of the parent (pence)	166.8p	157.1p
Diluted, profit attributable to equity holders of the parent (pence)	163.9p	153.8p

16. Intangible assets

Accounting policy

Business combinations

Business combinations are accounted for using the acquisition method. The acquisition method involves the

recognition of all assets, liabilities and contingent liabilities of the acquired business at their fair value at the

acquisition date.

The excess of the fair value at the date of acquisition of the cost of investments in subsidiaries over the fair

value of the net assets acquired which is not allocated to individual assets and liabilities is determined to be

goodwill. Goodwill is reviewed at least annually for impairment.

Computer software

Research costs associated with computer software are expensed as they are incurred.

Other expenditure incurred in developing computer software is capitalised only if all of the following criteria

are demonstrated:

– An asset is created that can be separately identified;

– It is probable that the asset created will generate future economic benefits; and

– The development cost of the asset can be measured reliably.

Following the initial recognition of development expenditure, the cost is amortised over the estimated

useful life of the asset created, which is determined as three years. Amortisation commences on the date

that the asset is brought into use. Work-in-progress assets are not amortised until they are brought into use

and transferred to the appropriate category of intangible assets. Amortisation of intangible assets is

included in administrative expenses in the income statement and detailed in note 11.

Impairment of non-financial assets and goodwill

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired.

If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the

asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of

disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset

does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and

is written down to its recoverable amount.

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16. Intangible assets continued

	Computer software		Goodwill 1			Investment management contracts	Total
	2026	2025	2026	2025	2026	2025	2026	2025
Group	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 April	23.2	17.9	4.3	4.3	1.1	1.1	28.6	23.3
Reclassified 2	—	(0.6)	—	—	—	—	—	(0.6)
Additions	6.6	5.9	—	—	—	—	6.6	5.9
At 31 March	29.8	23.2	4.3	4.3	1.1	1.1	35.2	28.6
Amortisation
At 1 April	11.9	7.3	—	—	1.1	1.0	13.0	8.3
Charge for the year	4.5	4.6	—	—	—	0.1	4.5	4.7
At 31 March	16.4	11.9	—	—	1.1	1.1	17.5	13.0
Net book value	13.4	11.3	4.3	4.3	—	—	17.7	15.6

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 estimated recoverable amount substantially exceeds the carrying value of the cash-generating unit, and the assessment is not sensitive to changes in any single key assumption.

2. During the prior year assets previously classified as computer software were determined to be related to furniture and equipment. These assets were transferred at book value and there was no profit or loss arising on transfer.

	Computer software
	2026	2025
Company	£m	£m
Cost
At 1 April	22.4	17.1
Additions	7.2	5.3
At 31 March	29.6	22.4
Amortisation
At 1 April	11.8	7.4
Charge for the year	4.5	4.4
At 31 March	16.3	11.8
Net book value	13.3	10.6

During the financial year ended 31 March 2026, the Group recognised an expense of £0.2m (2025: £0.4m) in respect of research and development expenditure.

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17. Property, plant and equipment

Accounting policy

The Group’s property, plant and equipment provide the infrastructure to enable the Group to operate. Assets are initially stated at cost, which includes expenditure associated with acquisition. The cost of the asset is

recognised in the income statement as an amortisation charge on a straight-line basis over the estimated useful life, determined as three years for furniture and equipment and five years for short leasehold premises.

Right of Use (‘ROU’) assets and associated leasehold improvements are amortised over the full contractual lease term.

Group as a lessee

Included within the Group’s property, plant and equipment are its ROU assets. ROU assets are the present value of the Group’s global leases and comprise all future lease payments, and all expenditure associated with

acquiring the lease. The Group’s leases are primarily made up of its global offices. The Group has elected to capitalise initial costs associated with acquiring a lease before commencement as a ROU asset. The cost of the

ROU asset is recognised in the income statement as an amortisation charge on a straight line basis over the life of the lease term.

Short-term leases and leases of low value assets

The Group applies the short-term lease recognition exemption to its short-term leases (those that have a lease term of 12 months or less from the commencement date which do not contain a purchase option). The Group

also applies the recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as administrative expenses on a straight-line basis

over the lease term.

	Furniture and equipment		ROU asset		Leasehold improvements		Total
	2026	2025	2026	2025	2026	2025	2026	2025
Group	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 April	6.8	5.9	92.7	89.1	16.9	16.8	116.4	111.8
Reclassified 1	—	0.6	—	—	—	—	—	0.6
Additions	0.7	0.4	3.5	4.6	—	0.3	4.2	5.3
Disposals	—	—	(0.4)	—	—	—	(0.4)	—
Exchange differences	—	(0.1)	(0.2)	(1.0)	(0.1)	(0.2)	(0.3)	(1.3)
At 31 March	7.5	6.8	95.6	92.7	16.8	16.9	119.9	116.4
Depreciation
At 1 April	5.0	2.8	35.0	25.7	5.7	4.1	45.7	32.6
Charge for the year	1.4	2.2	9.7	9.3	1.6	1.6	12.7	13.1
Disposals	—	—	(0.2)	—	—	—	(0.2)	—
Exchange differences	—	—	0.2	—	—	—	0.2	—
At 31 March	6.4	5.0	44.7	35.0	7.3	5.7	58.4	45.7
Net book value	1.1	1.8	50.9	57.7	9.5	11.2	61.5	70.7

1. During the prior year, assets previously classified as computer software were determined to be related to furniture and equipment. These assets were transferred at book value and there was no profit or loss arising on transfer.

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17. Property, plant and equipment continued

	Furniture and equipment		ROU asset		Leasehold improvements		Total
	2026	2025	2026	2025	2026	2025	2026	2025
Company	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 April	1.3	1.1	47.5	47.5	10.2	10.2	59.0	58.8
Additions	0.2	0.2	0.1	—	—	—	0.3	0.2
At 31 March	1.5	1.3	47.6	47.5	10.2	10.2	59.3	59.0
Depreciation
At 1 April	0.8	0.5	20.3	16.4	3.9	2.9	25.0	19.8
Charge for the year	0.3	0.3	4.1	3.9	0.9	1.0	5.3	5.2
At 31 March	1.1	0.8	24.4	20.3	4.8	3.9	30.3	25.0
Net book value	0.4	0.5	23.2	27.2	5.4	6.3	29.0	34.0

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17. Property, plant and equipment continued

Group as Lessor

Accounting policy

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership

of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis

over the lease term and is included in other income in the consolidated income statement due to its

operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to

the carrying amount of the leased asset and amortised over the lease term on the same basis as rental

income. Contingent rents are recognised as revenue in the period in which they are earned.

The Group has entered into sub-lease agreements of certain office buildings (see note 17 above). These

leases have terms of between two and five years. Rental income recognised by the Group during the year

was £0.4m (2025: £0.4m).

Future minimum rentals receivable under non-cancellable operating leases

	2026	2025
Group	£m	£m
Within one year	—	0.4
After one year but not more than five years	—	—
At 31 March	—	0.4

18. Investment property

Accounting policy

Properties acquired as seed assets for funds are being held with a purpose to earn rental income and/or for

capital appreciation and are not occupied by the Group. IAS 40 Investment Property requires that the

property be measured initially at cost, including transaction costs, and subsequently measured at fair value.

Gains or losses from changes in the fair values of investment properties are included in the profit or loss in

the period in which they arise. The fair value of the investment properties (Level 3) has been recorded based

on independent valuations prepared by Jones Lang LaSalle (JLL), Kroll and Pacific Appraisal Co. Ltd., third-

party real estate valuation specialists in line with the Royal Institution of Chartered Surveyors Valuation –

Global Standards 2024. A market and income approach was performed to estimate the fair value of the

Group’s investments. These valuation techniques can be subjective and include assumptions which are not

supportable by observable data. Details of the valuation techniques and the associated sensitivities are

further disclosed in note 5.

	2026	2025
Group	£m	£m
Investment property at fair value
At 1 April	122.3	82.7
Additions	27.7	59.9
Disposals	(16.8)	(33.1)
Fair value (loss) / gain	(1.8)	12.8
At 31 March	131.4	122.3

The gain/(loss) arising from investment properties carried at fair value is £(1.8)m (2025: £12.8m).

The Group has no restrictions on the realisability of its investment properties and no contractual obligations

to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

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19. Trade and other receivables

Accounting policy

Trade and other receivables represent amounts the Group is due to receive in the normal course of business

and are held at amortised cost. Trade and other receivables excluding those held in structured entities

controlled by the Group include performance and management fees, which are considered contract assets

under IFRS 15 and will only be received after realisation of the underlying assets, see note 3 and note 29.

Trade and other receivables within structured entities controlled by the Group relate principally to

unsettled trades on the sale of financial assets.

Amounts owed by Group companies are repayable on demand. To the extent that amounts are owed by

Group companies engaged in investment activities the Company has assessed these receivables as non-

current, reflecting the illiquidity of the underlying investments. Trade and other receivables from Group

entities are considered related party transactions as stated in note 26.

The carrying value of trade and other receivables reported within current and non-current assets

approximates fair value as these do not contain any significant financing components.

The Group and the Company have adopted the simplified approach to measuring the loss allowance as

lifetime Expected Credit Loss (‘ECL’), as permitted under IFRS 9. The ECL of trade and other receivables

arising from transactions with Group entities or its affiliates are expected to be nil or close to nil. The assets

do not contain any significant financing components, therefore the simplified approach is deemed

most appropriate.

	Group		Company
	2026	2025	2026	2025
	£m	£m	£m	£m
Trade and other receivables within structured entities	93.3	181.8	—	—
controlled by the Group
Trade and other receivables excluding those held in structured entities controlled by the Group	243.7	250.4	72.8	74.2
Prepayments	10.3	10.6	6.0	5.7
Total current assets	347.3	442.8	78.8	79.9
Trade and other receivables excluding those held in structured entities controlled by the Group	105.1	29.3	17.2	11.1
Amounts owed by Group companies	—	—	849.9	859.4
Total non-current assets	105.1	29.3	867.1	870.5

For the Group, current trade and other receivables excluding those held in structured entities controlled by the

Group includes £172.3m of management fees receivable (2025: £136.5m) and £39.6m of performance fees

receivable (2025: £79.1m).

Non-current trade and other receivables excluding those held in structured entities controlled by the Group

comprises performance-related fees (see note 3).

20. Trade and other payables

Accounting policy

Trade and other payables within structured entities controlled by the Group relate principally to unsettled

trades on the purchase of financial assets within structured entities controlled by the Group. Trade and

other payables excluding those held in structured entities controlled by the Group are held at amortised

cost and represent amounts the Group is due to pay in the normal course of business. Amounts owed to

Group companies are repayable on demand. The carrying value of trade and other payables approximates

fair value as these are short term and do not contain any significant financing components.

Trade and other payables from Group entities are considered related party transactions as stated in note 26.

Key sources of estimation uncertainty on trade and other payables excluding those held in structured

entities controlled by the Group.

Payables related to the DVB scheme are subject to key estimation uncertainty, based on the inputs

described in note 12. The sensitivity of the DVB to a 10% increase in the fair value of the underlying

investments is an increase of £12.0m (2025: £9.8m) and to a decrease of 10% is a decrease of £11.8m

(2025: £9.7m).

	Group		Company
	2026	2025	2026	2025
	£m	£m	£m	£m
Trade and other payables within structured entities	326.1	340.4	—	—
controlled by the Group
Trade and other payables excluding those held in structured entities controlled by the Group	189.9	218.9	7.7	11.1
Amounts owed to Group companies	—	—	1,275.6	809.7
Total current trade and other payables	516.0	559.3	1,283.3	820.8
Trade and other payables excluding those held in structured entities controlled by the Group	50.7	50.3	0.4	0.2
Total non-current trade and other payables	50.7	50.3	0.4	0.2

For the Group, current trade and other payables excluding those held in structured entities controlled by the

Group includes £85.5m (2025: £88.7m) in respect of cash bonus and £41.5m (2025: £71.3m) in respect of

DVB, (see note 12) and non-current Trade and other payables excluding those held in structured entities

controlled by the Group is entirely comprised of amounts payable in respect of DVB (2025: all DVB).

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21. Financial risk management

The Group has identified financial risk, comprising market and liquidity risk, as a principal risk. Further details are set out on page 37. The Group has exposure to market risk (including exposure to interest rates and foreign

currency), and liquidity risk arising from financial instruments.

Interest rate risk

The Group’s net assets have a mix of fixed and floating rate exposure.The Group’s operations are financed with a combination of its shareholders’ funds, bank borrowings, private placement notes and public bonds. The Group

monitors its exposure to market interest rate movements and may manage it’s exposure to market interest rate movements by matching, to the extent possible, the interest rate profiles of assets and liabilities and by using

derivative financial instruments. The sensitivity of floating rate financial assets to a 100 basis points interest rate increase is £65.3m (2025: £58.7m) and to a decrease is £(65.3)m (2025: £(58.7)m). The sensitivity of financial

liabilities to a 100 basis point interest rate increase is £(52.8)m (2025: £(46.5)m) and to a decrease is £52.8m (2025: £46.5m). These amounts would be reported within Net gains on investments.

Exposure to interest rate risk

		2026			2025
				Floating 1,2	Fixed 1,2	Total 1,2
	Floating	Fixed	Total	(restated)	(restated)	(restated)
Group	£m	£m	£m	£m	£m	£m
Assets
Interest-bearing financial assets (excluding investments in loans held in consolidated structured entities) 3	172.3	1,045.7	1,218.1	205.4	1,274.9	1,480.3
Cash and Cash equivalents (excluding cash and cash equivalents held in consolidated structured entities)	781.7	199.7	981.4	539.3	65.5	604.8
Derivatives 3	—	—	—	—	3.9	3.9
Collateral assets held in consolidated structured entities 3	5,086.0	243.6	5,329.6	4,730.5	222.9	4,953.4
Cash and Cash equivalents held within consolidated structured entities	434.0	—	434.0	255.4	—	255.4
Trade and other receivables within structured entities controlled by the Group 4	60.3	—	60.3	140.3	—	140.3
Liabilities
Financial liabilities (excluding borrowings and loans held in consolidated structured entities)	—	(1,033.8)	(1,033.8)	—	(1,175.9)	(1,175.9)
Lease liabilities	—	(64.7)	(64.7)	—	(71.9)	(71.9)
Borrowings related to seed investments	(34.3)	(39.5)	(73.8)	(17.0)	(40.3)	(57.3)
Derivatives 3	—	—	—	—	(6.1)	(6.1)
Liabilities of consolidated CLOs 3	(5,053.3)	(125.3)	(5,178.6)	(4,529.4)	(113.8)	(4,643.2)
Trade and other payables within structured entities controlled by the Group 5	(189.0)	—	(189.0)	(115.9)	—	(115.9)
	1,257.7	225.7	1,483.4	1,208.6	159.2	1,367.8

1. Disaggregation: The following line items were previously included within Financial assets (excluding investments in loans held in consolidated entities) and have been disaggregated in order to improve the usefulness of the table: Cash and Cash equivalents, Derivatives, and Trade and other

receivables within structured entities controlled by the Group. The following line items were previously included within Financial liabilities (excluding borrowings and loans held in consolidated entities) and have been disaggregated in order to improve the usefulness of the table: Lease

liabilities, Borrowings related to seed investments, Derivatives and Trade and other payables within structured entities controlled by the Group.

2. Restatement: The following balances have been restated as a result of an error in the prior year due to the inclusion of non-interest bearing assets and liabilities: Financial assets (excluding investments in loans held in consolidated entities) was originally reported at £4,157.7m of which

Floating: £1,065.7m and Fixed: £3,092.0m. The remaining balance of £3,153.3m after disaggregation has been re-titled as Interest-bearing financial assets (excluding investments in loans held in consolidated structured entities) and restated at £1,480.3m (of which floating £205.4m and

Fixed £1,274.9m ). The floating/fixed split of Cash and Cash equivalents has been restated (previously wholly included within Floating) and Trade and other receivables within structured entities controlled by the Group has been restated (previously wholly included within Fixed).

Investments in loans held in consolidated entities has been retitled as Collateral assets held in consolidated structured entities and restated at £4,953.4m of which Floating £4,529.4m and Fixed £222.9m (was £4,976.4m of which Floating £4,730.6m and Fixed £245.8m). Financial liabilities

(excl. borrowings and loans held in consolidated entities) was originally reported at £1,786.4m of which Fixed: £1,786.4m. The remaining balance after disaggregation of £1,523.5 has been restated at £1,175.9m of which Fixed £1,175.9m. The floating/fixed split of Borrowings related to

seed investments has been restated (previously wholly included within Fixed). Borrowings and loans held in consolidated entities has been retitled as Liabilities of consolidated CLOs and restated at £4,643.2m of which Floating £4,529.4m and Fixed £113.8m (was £5,065.5 of which Floating

£4,928.9m and Fixed £136.6m).On disaggregation the floating/fixed split of Trade and other payables within structured entities controlled by the Group has been restated as Floating (previously Fixed).

3. Financial assets and liabilities at fair value (Note 5) includes non-interest bearing assets of £1,241.5m (2025: £1,283.9m) and non-interest bearing liabilities of £141.3m (2025: £217.2m)

4. Trade and other receivables within structured entities controlled by the Group (note 19) include non-interest bearing assets of £33.0m (2025: £41.5m)

5. Trade and other payables within structured entities controlled by the Group (note 20) include non-interest bearing liabilities of £137.1m (2025: £224.5m)

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21. Financial risk management continued

Liquidity risk

The Group makes commitments to its managed funds in advance of that capital being invested. These commitments are typically drawn over a five-year investment period (see note 25 for outstanding commitments). Funds

typically have a 12-year contractual life. The Group manages its liquidity risk by maintaining a sufficient liquidity buffer as well as headroom on its financing facility.

The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and interest payments on an undiscounted basis. Future interest and principal cash flows have

been calculated based on exchange rates and floating rate interest rates as at 31 March 2026. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March 2026 until contractual

maturity. All financial liabilities, excluding debt issued by structured entities controlled by the Group, are held by the Company.

Liquidity profile

		Contractual maturity analysis
	Less than one			More than five
	year	One to two years	Two to five years	years	Total
As at 31 March 2026	£m	£m	£m	£m	£m
Financial liabilities
Private placements	73.8	5.1	99.5	—	178.4
Listed notes and bonds	454.7	10.9	458.6	—	924.2
Derivative financial instruments	11.2	—	—	—	11.2
Lease liabilities	10.6	10.2	27.8	14.3	62.9
Other financial liabilities	27.7	13.7	34.4	—	75.8
Contractual liabilities of consolidated CLOs including trade payables (see note 20) 1	604.5	239.5	891.0	6,830.0	8,565.0
	1,182.5	279.4	1,511.3	6,844.3	9,817.5

As at 31 March 2026 the Group has liquidity of £1,531.4m (2025: £1,154.8m) which consists of undrawn debt facility of £550m (2025: £550m) and £981.4m (2025: £604.8m) of unencumbered cash. Unencumbered cash

excludes £434.0m (2025: £255.4m) of restricted cash held principally by structured entities controlled by the Group.

				Contractual maturity analysis
	Less than one			More than five
	year	One to two years	Two to five years	years	Total
As at 31 March 2025	£m	£m	£m	£m	£m
Financial liabilities
Private placements	190.2	73.8	107.1	—	371.1
Listed notes and bonds	17.3	435.9	450.0	—	903.2
Derivative financial instruments	19.6	—	—	—	19.6
Lease liabilities	9.8	9.7	27.6	24.8	71.9
Other financial liabilities	2.7	28.9	28.8	—	60.4
Contractual liabilities of consolidated CLOs including trade payables (see note 20) 1	604.5	610.0	1,003.9	4,864.3	7,082.7
	844.1	1,158.3	1,617.4	4,889.1	8,508.9

1. Assumes that consolidated CLOs remain in reinvestment phase until legal maturity.

The Group’s policy is to maintain continuity of funding. Due to the long-term nature of the Group’s assets, the Group seeks to ensure that the maturity of its debt instruments is matched to the expected maturity of its assets.

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21. Financial risk management continued

Credit risk

Credit risk is the risk of financial loss to the Group as a result of a counterparty failing to meet its contractual

obligations. This risk is principally in connection with the Group’s investments.

This risk is mitigated by the disciplined credit procedures that the relevant Fund Investment Committees have

in place prior to making an investment and the ongoing monitoring of investments throughout the ownership

period. In addition, the risk of significant credit loss is further mitigated by the Group’s diversified investment

portfolio in terms of geography and industry sector. The Group is exposed to credit risk through its financial

assets (see note 5) and investment in associates and joint ventures reported at fair value.

The Group manages its operational cash balance by the regular forecasting of cash flow requirements, debt

management and cash pooling arrangements. Credit risk exposure on cash, cash-equivalents and derivative

instruments is managed in accordance with the Group’s treasury policy which provides limits on exposures

with any single financial institution. The majority of the Group’s surplus cash is held in AAA-rated Money

Market funds and investment grade bank deposits. Other credit exposures arise from outstanding derivatives

with financial institutions rated from A to A+.

The Group is exposed to credit risk as a result of lease and financing guarantees provided. The maximum

exposure to guarantees is £29.6m (2025: £36.9m). No liability has been recognised in respect of these

guarantees.

The Company is exposed to credit risk as a result of lease guarantees provided. The maximum exposure to

guarantees is £28.6m (2025: £32.7m). No liability has been recognised in respect of these guarantees.

The Directors consider the Group’s credit risk exposure to cash balances and trade and other receivables to

be immaterial and as such no further analysis has been presented.

Foreign exchange risk

The Group is exposed to currency risk in relation to non-sterling currency transactions and the translation of

non-sterling net assets. The Group’s most significant exposures are to the euro and the US dollar. Exposure to

currency risk is managed by matching assets with liabilities to the extent possible and through the use of

derivative instruments.

The Group regards its interest in overseas subsidiaries as long-term investments. Consequently, it does not

hedge the translation effect of exchange rate movements on the net assets of these businesses.

The Group is also exposed to currency risk arising on the translation of fund management fee income receipts,

which are primarily denominated in euro and US dollar.

The effect of fluctuations in other currencies is considered by the Directors to be insignificant in the current

and prior year. The net assets/(liabilities) by currency and the sensitivity of the balances to a strengthening of

foreign currencies against sterling are shown below:

			2026
	Net
	statement of
	financial	Forward
	position	exchange		Sensitivity to	Increase in
	exposure	contracts	Net exposure	strengthening	net assets
Market risk - Foreign exchange risk	£m	£m	£m	%	£m
Sterling	757.5	1,501.7	2,259.2	—	—
Euro	830.9	(551.5)	279.4	15%	41.9
US dollar	854.0	(687.0)	167.0	20%	33.4
Other currencies	269.8	(274.4)	(4.6)	10-25%	—
	2,712.2	(11.2)	2,701.0		75.3

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

The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease

in net assets.

159

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21. Financial risk management continued

Capital management

Managing capital is the ongoing process of determining and maintaining the quantity and quality of capital

appropriate for the Group and ensuring capital is deployed in a manner consistent with the expectations of

our stakeholders. The primary objectives of the Group’s capital management are (i) align the Group’s interests

with its clients, (ii) grow third-party fee income in the FMC and (iii) maintain robust capitalisation, including

ensuring that the Group complies with externally imposed capital requirements by the Financial Conduct

Authority (the ‘FCA’). The Group’s strategy has remained unchanged from the year ended 31 March 2025.

(i) Regulatory capital requirements

The Group is required to hold capital resources to cover its regulatory capital requirements and has complied

with these requirements throughout the year. The Group’s capital for regulatory purposes comprises the

capital and reserves of the Company, comprising called up share capital, reserves and retained earnings as

disclosed in the Statement of Changes in Equity (see page 125). The IFPR Public Disclosure statement is

available on the Group’s website at www.icgam.com/disclosures.

(ii) Capital and risk management policies

The formal procedures for identifying and assessing risks that could affect the capital position of the Group

are described in the Strategic Report on page 34. The capital structure of the Group under UK-adopted

IAS consists of cash and cash equivalents, £1,415.4m (2025: £860.2m) (see note 6); debt, which includes

borrowings, £1,033.7m, (2025: £1,175.9m) (see note 7) and the capital and reserves of the Company,

comprising called up share capital, reserves and retained earnings as disclosed in the Statement of Changes in

Equity, £1,624.0m (2025: £1,589.7m). Details of the Reportable segment capital structure are set out in note 4.

22. Called up share capital and share premium

Share capital represents the number of issued ordinary shares in ICG plc multiplied by their nominal value of

26¼p each.

Under the Company’s Articles of Association, any share in the Company may be issued with such rights or

restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise as the Company

may from time to time by ordinary resolution determine or, in the absence of any such determination, as the

Board may determine. The shares currently in issue are ordinary shares of 26¼ pence each carrying equal

rights and ordinary non-voting shares, which rank equally with the ordinary shares as regards participation in

dividends and returns of capital, but do not have voting rights. The Articles of Association of the Company

cannot be amended without shareholder approval.

The Directors may refuse to register any transfer of any share which is not a fully paid share, although such

discretion may not be exercised in a way which the Financial Conduct Authority regards as preventing

dealings in the shares of the relevant class or classes from taking place on an open and proper basis. The

Directors may likewise refuse to register any transfer of a share in favour of more than four persons jointly.

The Company is not aware of any other restrictions on the transfer of shares in the Company other than:

– An ordinary non-voting share shall be redesignated as an ordinary share upon a valid transfer (being

a transfer to a transferee that is not an affiliate of Amundi Asset Management S.A.S.) to the Company,

in a widespread public distribution, in which no transferee would acquire 2% or more of any class of voting

securities of the Company, or involving a transfer in which the transferee would control more than 50% of

any class of voting securities of the Company without regard to the transfer from the person, in accordance

with applicable law.

– Certain restrictions that may from time to time be imposed by laws and regulations (for example, insider

trading laws or the UK Takeover Code).

– Pursuant to the Listing Rules of the Financial Conduct Authority whereby certain employees of the

Company require approval of the Company to deal in the Company’s shares.

The Company has the authority limited by shareholder resolution to issue, buy back, or cancel ordinary shares

in issue (including those held in trust, described below). New shares are issued when share options are

exercised by employees. The Company has 296,054,558 authorised shares (2025: 294,370,225).

	Number of ordinary
	shares of 26¼p allotted,	Share Capital	Share Premium
Group and Company	called up and fully paid	£m	£m
1 April 2025	294,370,225	77.3	181.3
Shares issued	1,684,333	0.4	26.7
31 March 2026	296,054,558	77.7	208.0

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

160

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Notes to the financial statements continued

23. Own shares reserve

Accounting policy

Own shares are recorded by the Group when ordinary shares are purchased in the market by ICG plc or

through the ICG Employee Benefit Trust 2015 (‘EBT’).

The EBT is a special purpose vehicle, with the purpose of purchasing and holding shares of the Company

to hedge future share awards arising from the employee share-based compensation schemes (see note 24),

mitigating the dilutive impact of these awards on existing shareholders.

Own shares are held at cost and their purchase reduces the Group’s net assets by the amount spent. When

shares vest or shares held in treasury are cancelled, they are transferred from own shares to the retained

earnings reserve at their weighted average cost. No gain or loss is recognised on the purchase, sale, issue or

cancellation of the Company’s own shares.

The movement in the year is as follows:

	2026	2025	2026	2025
	£m	£m	Number	Number
1 April	103.9	79.2	7,985,888	7,666,863
Purchased - share scheme (ordinary shares of 26¼p)	34.0	42.4	2,000,000	2,000,000
Purchased - share buyback (ordinary shares of	44.0	—	2,785,365	—
26¼p)
Options/awards exercised	(35.8)	(17.7)	(1,943,901)	(1,680,975)
As at 31 March	146.1	103.9	10,827,352	7,985,888

Of the total own shares held by the Group at 31 March 2026, 6,518,698 Treasury own shares were held by

the Company (2025: 3,733,333), of which 2,785,365 (£44.0m) were purchased in relation to the Amundi

Strategic Partnership.

The number of shares held by the Group at the balance sheet date represented 3.7% (2025: 2.7%) of the

Parent Company’s allotted, called up and fully paid share capital.

24. Share-based payments

Accounting policy

The Group issues compensation to its employees under both equity-settled and cash-settled share-based

payment plans.

Equity-settled share-based payments are measured at the fair value of the awards at grant date. The fair

value includes the effect of non-market-based vesting conditions. The fair value determined at the date of

grant is expensed on a straight-line basis over the vesting period.

At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest

as a result of non-market-based vesting conditions. The impact of the revision of the original estimates,

if any, is recognised in the income statement with a corresponding adjustment to equity.

The total charge to the income statement for the year was £45.0m (2025: £45.6m) and this was credited to

the share-based payments reserve. Details of the different types of awards are as follows:

ICG plc Omnibus Plan

The Omnibus Plan provides for three different award types: Deferred Share Awards and PLC Equity Awards.

Deferred Share Awards

Awards are made after the end of the financial year (and in a small number of cases during the year) to

reward employees for delivering cash profits, managing the cost base, and employing sound risk and business

management. These share awards typically vest one-third at the end of the first, second and third years

following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents

accrue to participants during the vesting period and are paid at the vesting date. Awards are based on

performance against the individual’s objectives. There are no further performance conditions.

PLC Equity Awards

Awards are made after the end of the financial year to reward employees, including Executive Directors, for

increasing long-term shareholder value. These share awards typically vest one-third at the end of the third,

fourth and fifth years following the year of grant, unless the individual leaves for cause or to join a competitor.

Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards

are based on performance against the individual’s objectives. There are no further performance conditions.

161

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Notes to the financial statements continued

24. Share-based payments continued

Share awards outstanding under the Omnibus Plan were as follows:

	Number			Weighted average fair value
	2026	2025	2026	2025
Deferred share awards			£	£
Outstanding at 1 April	3,244,442	3,804,026	16.95	14.35
Granted	1,189,006	1,141,054	20.45	23.11
Vested	(1,763,397)	(1,700,638)	15.76	15.33
Outstanding as at 31 March	2,670,051	3,244,442	19.19	16.95

	Number			Weighted average fair value
	2026	2025	2026	2025
PLC Equity awards			£	£
Outstanding at 1 April	2,992,342	2,614,058	17.00	14.70
Granted	1,202,938	839,597	20.45	23.10
Vested	(630,104)	(461,313)	15.29	14.90
Outstanding as at 31 March	3,565,176	2,992,342	18.43	17.00

The fair values of awards granted under the ICG plc Omnibus Plan are determined by the average share price

for the five business days prior to grant.

ICG plc Buy Out Awards

Buy Out Awards are shares awarded to new employees in lieu of prior awards forfeited. These share awards

shall vest or be forfeited according to the schedule and terms of the forfeited awards, and any performance

conditions detailed in the individual’s employment contract. Buy Out Awards consist of equity-settled and

cash-settled awards. Buy Out Awards outstanding were as follows:

	Number			Weighted average fair value
	2026	2025	2026	2025
Buy Out Awards			£	£
Outstanding as at 1 April	445,446	809,303	13.74	13.41
Granted	71,731	110,225	20.57	21.52
Vesting	(267,566)	(474,082)	14.26	15.02
Outstanding as at 31 March	249,611	445,446	15.14	13.74

The fair values of the Buy Out Awards granted are determined by the average share price for the five business

days prior to grant.

Save As You Earn

The Group offers a Sharesave Scheme (‘SAYE’) to its UK employees. Options are granted at a 20% discount to

the prevailing market price at the date of issue. Options to this equity-settled scheme are exercisable at the

end of a three-year savings contract. Participants are not entitled to dividends prior to the exercise of the

options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year.

Fair value is measured using the Black–Scholes valuation model, which considers the current share price of

the Group, the risk-free interest rate and the expected volatility of the share price over the life of the award.

The expected volatility was calculated by analysing three years of historic share price data of the Group.

The total amount to be expensed over the vesting period is determined by reference to the fair value of the

share awards and options at grant date, which is remeasured at each reporting date. The total amount to be

expensed during the year is £340,535 (2025: £258,610).

				Weighted average exercise
	Number			value
	2026	2025	2026	2025
Save As You Earn			£	£
Outstanding as at 1 April	180,082	222,121	10.91	11.57
Granted	74,342	—	17.26	—
Exercised	(2,514)	(19,990)	11.31	16.77
Forfeited	(28,457)	(22,049)	12.42	12.26
Outstanding as at 31 March	223,453	180,082	12.83	10.91
Exercisable at end	1,719	2,751	10.79	16.99

The weighted average remaining contractual life is 1.7 years (2025: 1.1 years).

162

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Notes to the financial statements continued

24. Share-based payments continued

Growth Incentive Award

The Growth Incentive Award ('GIA’) is a market-value share option. Grants of options are made following the

end of the financial year to reward employees for performance and to enhance alignment of interests. The

GIA is a right to acquire shares during the exercise period (seven years following the vesting date) for a price

equal to the market value of those shares on the grant date. These options vest at the end of the third year

following the year of grant, unless the individual leaves for cause or to join a competitor. Awards are based on

performance against the individual’s objectives.

				Weighted average exercise
	Number			value
	2026	2025	2026	2025
Growth Incentive Award			£	£
Outstanding as at 1 April	389,000	411,000	14.27	14.27
Granted	499,000	—	20.45	—
Exercised	(147,000)	—	14.27	—
Forfeited	(12,000)	(22,000)	14.27	14.27
Outstanding as at 31 March	729,000	389,000	18.50	14.27
Exercisable at end	230,000	—	14.27	—

The weighted average remaining contractual life is 8.2 years (2025: 6.2 years).

25. Financial commitments

As described in the Strategic Report, the Group co-invests with the funds it manages to grow the business and

create long-term shareholder value. Capital committed to a fund is drawn down as it invests (typically over

three to five years). Outstanding undrawn commitments may increase where distributions are recallable.

Commitments are irrevocable. At the balance sheet date the Group had undrawn commitments, which can be

called on over the commitment period, as follows:

	2026	2025
	£m	£m
ICG Europe Fund V	25.0	24.0
ICG Europe Fund VI	79.0	78.0
ICG Europe Fund VII	104.0	100.0
ICG Europe Fund VIII	56.0	45.0
ICG Europe Fund IX	313.0	148.0
ICG Mid-Market Fund	13.0	13.0
ICG Mid-Market Fund II	40.0	40.0
Intermediate Capital Asia Pacific Fund III	58.0	59.0
ICG Asia Pacific Fund IV	50.0	36.0
ICG Strategic Secondaries Fund II	34.0	34.0
ICG Strategic Equity Fund III	81.0	81.0
ICG Strategic Equity Fund IV	36.0	38.0
ICG Strategic Equity Fund V	49.0	62.0
ICG Recovery Fund II	14.0	21.0
LP Secondaries	25.0	30.0
LP Secondaries II	38.0	—
Europe CPE Parallel	19.0	—
ICG Senior Debt Partners 2	4.0	4.0
ICG Senior Debt Partners 3	5.0	5.0
ICG Senior Debt Partners 4	5.0	5.0
Senior Debt Partners 5	23.0	27.0
Senior Debt Partners NYCERS	3.0	4.0
ICG North American Private Debt Fund	23.0	26.0
ICG North American Private Debt Fund II	20.0	21.0
ICG North American Credit Partners III	55.0	69.0
ICG-Longbow UK Real Estate Debt Investments VI	3.0	6.0
ICG Real Estate Debt VII	15.0	—
ICG-Longbow Development Fund	—	14.0
ICG Infrastructure Equity Fund I	40.0	52.0
ICG Infrastructure Equity Fund II	112.0	102.0
ICG Infrastructure APAC	13.0	—
ICG Living	20.0	21.0
ICG Private Markets Pooling - Sale & Leaseback	17.0	17.0
ICG Sale & Leaseback II	23.0	17.0
ICG Metropolitan II	50.0	28.0
Multistrat SMAs	1.0	2.0
	1,466.0	1,229.0

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Notes to the financial statements continued

26. Related party transactions

Subsidiaries

The Group is not deemed to be controlled or jointly controlled by any party directly or through intermediaries.

The Group consists of the Parent Company, ICG plc, incorporated in the UK, and its subsidiaries listed in note

27. All entities meeting the definition of a controlled entity as set out in IFRS 10 are consolidated within the

results of the Group. All transactions between the Parent Company and its subsidiary undertakings are

classified as related party transactions for the Parent Company financial statements and are eliminated on

consolidation. Significant transactions with subsidiary undertakings relate to dividends received, the

aggregate amount received during the year is £408.3m (2025: £909.4m) and recharge of costs to a subsidiary

of £29.9m (2025: £97.9m).

Associates and joint ventures

An associate is an entity over which the Group has significant influence, but not control, over the financial and

operating policy decisions of the entity. As the investments in associates are held for venture capital purposes

they are designated at fair value through profit or loss. A joint venture is an arrangement whereby the parties

have joint control over the arrangements, see note 28. Where the investment is held for venture capital

purposes they are designated as fair value through profit or loss. These entities are related parties and the

significant transactions with associates and joint ventures are as follows:

	2026	2025
	£m	£m
Income statement
Net gains/(losses) on investments	(21.7)	(18.4)
	(21.7)	(18.4)

	2026	2025
	£m	£m
Statement of financial position
Trade and other receivables	16.0	47.5
Trade and other payables	—	(11.7)
	16.0	35.8

Unconsolidated structured entities

The Group has determined that, where the Group holds an investment, loan, fee receivable, guarantee or

commitment with an investment fund, carried interest partnership or CLO, this represents an interest in

a structured entity in accordance with IFRS 12 Disclosure of Interest in Other Entities (see note 29). The

Group provides investment management services and receives management fees (including performance-

related fees) and dividend income from these structured entities, which are related parties. Amounts

receivable and payable from these structured entities arising in the normal course of business remain

outstanding. At 31 March 2026, the Group’s interest in and exposure to unconsolidated structured entities

are as follows:

	2026	2025
	£m	£m
Income statement
Management fees	664.7	580.6
Performance-related management fees	133.5	87.4
Other income	5.9	8.0
	804.1	676.0

	2026	2025
	£m	£m
Statement of financial position
Performance fees receivable	144.7	108.4
Trade and other receivables	208.1	406.3
Trade and other payables	(267.2)	(491.8)
	85.6	22.9

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Notes to the financial statements continued

26. Related party transactions continued

Key management personnel

Key management personnel are defined as the Executive Directors. The Executive Directors of the Group are

Benoît Durteste, David Bicarregui and Antje Hensel-Roth.

The compensation of key management personnel during the year was as follows:

	2026	2025
	£m	£m
Short-term employee benefits	4.4	3.9
Post-employment benefits	0.2	0.3
Other long-term benefits	—	—
Share-based payment benefits	7.4	6.8
	12.0	11.0

Fees paid to Non-Executive Directors were as follows:

	2026	2025
	£000	£000
William Rucker	425.0	400.0
Andrew Sykes	154.5	139.8
Rosemary Leith	144.0	134.5
Matthew Lester	127.0	120.5
Virginia Holmes	127.0	120.5
Stephen Welton	97.0	90.5
Amy Schioldager	—	37.0
Sonia Baxendale	114.0	26.1
Robin Lawther	40.4	—

The remuneration of Directors and key executives and Non-Executive Directors is determined by the

Remuneration Committee having regard to the performance of individuals and market rates. The

Remuneration Policy is described in more detail in the Remuneration Committee Report on page 85.

27. Subsidiaries

Accounting policy

Investment in subsidiaries

The Group consists of the Parent Company, ICG plc, and its subsidiaries, described collectively herein as

‘ICG’ or the ‘Group’. Investments in subsidiaries in the Parent Company statement of financial position are

recorded at cost less provision for impairments or at fair value through profit or loss.

Key accounting judgement

A key judgement for the Group is whether the Group controls an investee or fund and is required to

consolidate the investee or fund into the results of the Group. Control is determined by the Directors’

assessment of decision making authority, rights held by other parties, remuneration and exposure

to returns.

When assessing whether the Group controls any fund it manages (or any entity associated with a fund) it is

necessary to determine whether the Group acts in the capacity of principal or agent for the third-party

investor. An agent is a party primarily engaged to act on behalf and for the benefit of another party or

parties, whereas a principal is primarily engaged to act for its own benefit.

A key judgement when determining that the Group acts in the capacity of principal or agent is the kick-out

rights of the third-party fund investors. We have reviewed these kick-out rights, across each of the entities

where the Group has an interest. Where fund investors have substantive rights to remove the Group as the

investment manager it has been concluded that the Group is an agent to the fund and thus the fund does not

require consolidation into the Group. We consider if the Group has significant influence over these entities

and, where we conclude it does, we recognise them as associates. Where the conclusion is that the Group

acts in the capacity of principal the fund has been consolidated into the Group’s results.

Where the Group has Trust entities in investment deals or fund structures, a key judgement is whether the

Trust is acting on behalf of the Group or another third party. Where the Trust is considered to act as an

agent of the Group, the related subsidiaries of the Trust have been consolidated into the Group.

As a fund manager the Group participates in carried interest arrangements, the participants of which are the

Group, certain of the Group’s employees and others connected to the underlying fund. In the majority of the

Group’s funds, the Group holds its carried interest directly in the fund.

In a minority of funds, carried interest arrangements are facilitated through carried interest partnerships

(CIPs) where the Group is a participant. These vehicles have two purposes: 1) to facilitate payments of

carried interest from the fund to carried interest participants, and 2) to facilitate individual co-investment

into the funds.

The Directors have undertaken a control assessment of the CIPs and other entities as set out above, and

have also considered whether the individual carried interest participants were providing a service for the

benefit of the Group. The Directors have assessed that two CIPs are controlled, and they are included within

the list of controlled structured entities.

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Notes to the financial statements continued

27. Subsidiaries continued

The Group consists of a Parent Company, ICG plc, incorporated in the UK, and a number of subsidiaries held directly or indirectly by ICG plc, which operate and are incorporated around the world. The subsidiary undertakings

of the Group are shown below. All are wholly owned, and the Group’s holding is in the ordinary share class, except where stated. The Companies Act 2006 requires disclosure of certain information about the Group’s related

undertakings. Related undertakings are subsidiaries, joint ventures and associates.

The registered office of all related undertakings at 31 March 2026 was Procession House, 55 Ludgate Hill, New Bridge Street, London EC4M 7JW, unless otherwise stated.

The financial year end of all related undertakings is 31 March, unless otherwise stated.

All subsidiaries are consolidated as at 31 March.

Directly held subsidiaries

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
ICG Asset Management Limited (formerly ICG LTD)		United Kingdom	Holding company	Ordinary shares	100%
ICG FMC Limited		England & Wales	Holding company	Ordinary shares	100%
Intermediate Capital Investments Limited		England & Wales	Investment company	Ordinary shares	100%
ICG Global Investment UK Limited		England & Wales	Holding company	Ordinary shares	100%
ICG Carbon Funding Limited		England & Wales	Investment company	Ordinary shares	100%
ICG Longbow Richmond Limited		England & Wales	Holding company	Ordinary shares	100%
ICG-Longbow BTR Limited		England & Wales	Holding company	Ordinary shares	100%
ICG Longbow Development (Brighton) Limited		England & Wales	Holding company	Ordinary shares	100%
LREC Partners Investments No. 2 Limited		England & Wales	Investment company	Ordinary shares	55%
ICG Longbow Senior Debt I GP Limited		England & Wales	General partner	Ordinary shares	100%
ICG Debt Advisors (Cayman) Ltd	4	Cayman Islands	Advisory company	Ordinary shares	100%
ICG Re Holding (Germany) GmbH	10	Germany	Special purpose vehicle	Ordinary shares	100%
ICG Watch Jersey GP Limited	19	Jersey	General partner	Ordinary shares	100%
Intermediate Capital Group Espana SL	37	Spain	Advisory company	Ordinary shares	100%
ICG Co-Investment 2024 Plus Limited		England & Wales	Investment company	Ordinary shares	100%

1. Registered addresses are disclosed on page 174.

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Indirectly held subsidiaries

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
Australia Re Funding Co PTE. Ltd	31	Singapore	General Partner	Ordinary shares	100%
Bronte GP I S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
Bronte GP LP SCSp	21	Luxembourg	Limited Partner	N/A	—%
ICG - Longbow Fund V GP S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG (DIFC) Limited	40	United Arab Emirates	Service company	Ordinary shares	100%
ICG Alternative Credit (Cayman) GP Limited	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Alternative Credit (Jersey) GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Alternative Credit (Luxembourg) GP S.A.	24	Luxembourg	General Partner	Ordinary shares	100%
ICG Alternative Credit LLC	44	United States of America	Advisory company	Ordinary shares	100%
ICG Alternative Investment (Netherlands) B.V.	28	Netherlands	Advisory company	Ordinary shares	100%
ICG Alternative Investment Limited		England & Wales	Advisory company	Ordinary shares	100%
ICG Asia Pacific Fund III GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Asia Pacific Fund III GP Limited Partnership	19	Jersey	Limited Partner	N/A	—%
ICG Asia Pacific Fund IV GP LP SCSp	25	Luxembourg	Limited Partner	N/A	—%
ICG Asia Pacific Fund IV GP S.à r.l.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG Asia Pacific Limited (formerly Intermediate Capital Asia Pacific Limited)	13	Hong Kong	Advisory company	Ordinary shares	100%
ICG Assetmark Preferred Aggregator GP LLC	44	United States of America	General Partner	Ordinary shares	100%
ICG Augusta Associates LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG Augusta GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG Australian Senior Debt GP Limited	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Centre Street Partnership GP Limited	18	Jersey	General Partner	Ordinary shares	100%
ICG Core Private Equity GP LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG Core Private Equity GP LP SCSp	21	Luxembourg	Limited Partner	N/A	—%
ICG Core Private Equity GP S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG CPE Europe GP LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG CPE Europe GP S.a.r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Debt Administration LLC	44	United States of America	Service company	Ordinary shares	100%
ICG Debt Advisors LLC – Holdings Series	44	United States of America	Investment company	Ordinary shares	100%
ICG Debt Advisors LLC - Manager Series	44	United States of America	Advisory company	Ordinary shares	100%

1. Registered addresses are disclosed on page 174.

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
ICG EFV MLP GP LIMITED		England & Wales	General Partner	Ordinary shares	100%
ICG EFV MLP Limited	18	Jersey	General Partner	Ordinary shares	100%
ICG Employee Benefit Trust 2015	12	Guernsey	N/A	Ordinary shares	100%
ICG Enterprise Carry GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Enterprise Co-Investment GP Limited		England & Wales	General Partner	Ordinary shares	100%
ICG Europe Amsterdam, Branch of ICG Europe S.à r.l.	28	Netherlands	Branch	Ordinary shares	100%
ICG Europe Copenhagen, filial af ICG Europe S.à r.l.	6	Denmark	Branch	N/A	100%
ICG Europe Fund IX GP LP SCSp	26	Luxembourg	General Partner	N/A	—%
ICG Europe Fund IX GP S.à r.l.	26	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Fund V GP Limited	18	Jersey	General Partner	Ordinary shares	100%
ICG Europe Fund V GP Limited Partnership	18	Jersey	Limited Partner	N/A	—%
ICG Europe Fund VI GP Limited	18	Jersey	General Partner	Ordinary shares	100%
ICG Europe Fund VI GP Limited Partnership	18	Jersey	Limited Partner	N/A	—%
ICG Europe Fund VI Lux GP S.à r.l.	20	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Fund VII GP LP SCSp	26	Luxembourg	Limited Partner	N/A	—%
ICG Europe Fund VII GP S.à r.l.	26	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Fund VIII GP LP SCSp	27	Luxembourg	Limited Partner	N/A	—%
ICG Europe Fund VIII GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Mid-Market Fund GP LP SCSp	26	Luxembourg	Limited Partner	N/A	—%
ICG Europe Mid-Market Fund GP S.à r.l.	26	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Mid-Market Fund II GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe S.a r.l.	22	Luxembourg	Advisory company	Ordinary shares	100%
ICG Europe SARL - Frankfurt Branch	11	Germany	Branch	N/A	100%
ICG Europe SARL - Milan Branch	14	Italy	Branch	N/A	100%
ICG Europe SARL - Paris Branch	9	France	Branch	N/A	100%
ICG European Credit Mandate GP LP SCSp	26	Luxembourg	Limited Partner	N/A	—%

1. Registered addresses are disclosed on page 174.

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
ICG European Credit Mandate GP S.à r.l.	26	Luxembourg	General Partner	Ordinary shares	100%
ICG European Fund 2006 B GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG EXCELSIOR GP LP SCSp	27	Luxembourg	Limited Partner	N/A	—%
ICG Excelsior GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Fund Advisors LLC	44	United States of America	Advisory company	Ordinary shares	100%
ICG Global Investment Jersey Limited	17	Jersey	Investment company	Ordinary shares	100%
ICG Global Nominee Jersey Limited	17	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG Infrastructure APAC I GP LP SCSp	21	Luxembourg	Limited Partner	N/A	—%
ICG Infrastructure APAC I GP S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Infrastructure Equity Fund I GP LP SCSp	27	Luxembourg	Limited Partner	N/A	—%
ICG Infrastructure Equity Fund I GP S.a.r.l	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Infrastructure Fund II GP S.à r.l	27	Luxembourg	General Partner	Ordinary shares	100%
ICG International Holdco Inc.	41	United States of America	Advisory company	Ordinary shares	100%
ICG Investments Inc. (formerly Intermediate Capital Group Inc.)	44	United States of America	Advisory company	Ordinary shares	100%
ICG Investments Singapore Pte. Limited (formerly Intermediate Capital	30	Singapore	Advisory company	Ordinary shares	100%
Group (Singapore) Pte. Limited)
ICG Japan KK	16	Japan	Advisory company	Ordinary shares	100%
ICG Life Sciences GP LP SCSp	25	Luxembourg	Limited Partner	N/A	—%
ICG Life Sciences GP S.à r.l.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG Life Sciences SCSp	25	Luxembourg	Limited Partner	N/A	—%
ICG Living GP S.a r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Longbow Development Debt Limited		England & Wales	Investment company	Ordinary shares	100%
ICG LP Secondaries Associates I LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG LP Secondaries Associates II GP LP	43	United States of America	Limited Partner	N/A	—%
ICG LP Secondaries Associates II LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG LP Secondaries Fund Associates I S.a. r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG LP Secondaries Fund Associates II S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG LP Secondaries Fund II GP LP SCSp	27	Luxembourg	Limited Partner	N/A	—%
ICG LP Secondaries I GP LP SCSp	27	Luxembourg	Limited Partner	N/A	—%
ICG Manager Limited (formerly Intermediate Capital Managers Limited)		England & Wales	Advisory company	Ordinary shares	100%
ICG Metropolitan GP S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Nordic AB	38	Sweden	Advisory company	Ordinary shares	100%

1. Registered addresses are disclosed on page 174.

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
ICG North America Associates II LLC	44	United States of America	General Partner	Ordinary shares	100%
ICG North America Associates III - Preferred Equity GP LP	44	United States of America	Limited Partner	N/A	—%
ICG North America Associates III - Preferred Equity LLC	44	United States of America	General Partner	Ordinary shares	100%
ICG North America Associates III LLC	44	United States of America	General Partner	Ordinary shares	100%
ICG North America Associates III S.à r.l.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG North America Associates LLC	44	United States of America	General Partner	Ordinary shares	100%
ICG North American Private Debt (Offshore) GP Limited Partnership	5	Cayman Islands	Limited Partner	N/A	—%
ICG North American Private Debt GP LP	44	United States of America	Limited Partner	N/A	—%
ICG North American Private Debt II (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG North American Private Debt II GP LP	44	United States of America	Limited Partner	N/A	—%
ICG Private Credit GP S.à r.l.	26	Luxembourg	General Partner	Ordinary shares	100%
ICG Private Markets General Partner SCSp	25	Luxembourg	General Partner	N/A	—%
ICG Private Markets GP S.à r.l.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG RE Australia Group PTY LTD	3	Australia	Service company	Ordinary shares	100%
ICG RE Capital Partners Australia PTY LTD	3	Australia	Advisory company	Ordinary shares	100%
ICG RE Corporate Australia PTY LTD	3	Australia	Service company	Ordinary shares	100%
ICG RE Funds Management Australia PTY LTD	3	Australia	Service company	Ordinary shares	100%
ICG Real Estate Debt VI GP LP SCSp	25	Luxembourg	Limited Partner	N/A	—%
ICG Real Estate Debt VI GP S.à r.l.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG Real Estate Debt VII GP LP SCSp	21	Luxembourg	Limited Partner	N/A	—%
ICG Real Estate Debt VII GP Sarl	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Real Estate Multi-Strategy GP I S.à r.l	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Real Estate Opportunities APAC GP S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Real Estate Senior Debt V GP S.à r.l.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG Recovery Fund 2008 B GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Recovery Fund II GP LP SCSp	27	Luxembourg	Limited Partner	N/A	—%
ICG Recovery Fund II GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG RED Dart GP Sarl	21	Luxembourg	General Partner	Ordinary shares	100%
ICG RED Dart GPLP SCSp	21	Luxembourg	Limited Partner	N/A	—%

1. Registered addresses are disclosed on page 174.

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
ICG SEMM General Partner S.a r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG SEMM GP LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG SEMM GP LP	43	United States of America	Limited Partner	N/A	—%
ICG SEMM GP SCSp	27	Luxembourg	General Partner	N/A	—%
ICG Senior Debt Partners	26	Luxembourg	General Partner	Ordinary shares	100%
ICG Senior Debt Partners Co Invest X GP LP SCSp	26	Luxembourg	Limited Partner	N/A	—%
ICG Senior Debt Partners Co Invest X GP S.à r.l.	26	Luxembourg	General Partner	Ordinary shares	100%
ICG Senior Debt Partners GP S.à r.l.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG Senior Debt Partners UK GP Limited		England & Wales	General Partner	Ordinary shares	100%
ICG SRE GP II S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG SRE GP III S.à r.l.	21	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity Advisors LLC	44	United States of America	Advisory company	Ordinary shares	100%
ICG Strategic Equity Associates II LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG Strategic Equity Associates III LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG Strategic Equity Associates IV LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG Strategic Equity Associates IV S.à r.l	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity GP V LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG Strategic Equity GP V S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity III (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG Strategic Equity III GP LP	43	United States of America	Limited Partner	N/A	—%
ICG Strategic Equity IV GP LP	43	United States of America	Limited Partner	N/A	—%
ICG Strategic Equity IV GP LP SCSp	27	Luxembourg	Limited Partner	N/A	—%
ICG Strategic Equity Side Car (Onshore) GP LP	43	United States of America	Limited Partner	N/A	—%
ICG Strategic Equity Side Car GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG Strategic Equity Side Car II (Onshore) GP LP	43	United States of America	Limited Partner	N/A	—%
ICG Strategic Equity Side Car II GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG Strategic Secondaries Carbon (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG Strategic Secondaries Carbon Associates LLC	44	United States of America	General Partner	Ordinary shares	100%

1. Registered addresses are disclosed on page 174.

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
ICG Strategic Secondaries II (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG Strategic Secondaries II GP LP	43	United States of America	Limited Partner	N/A	—%
ICG Structured Special Opportunities GP Limited	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Switzerland GMBH	39	Switzerland	General Partner	Ordinary shares	100%
ICG Total Credit (Global) GP, S.à r.l.	23	Luxembourg	General Partner	Ordinary shares	100%
ICG US Mid-Market Fund I LLC	42	United States of America	General Partner	Ordinary shares	100%
ICG Velocity Co-Investor (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	—%
ICG Velocity Co-Investor Associates LLC	43	United States of America	General Partner	Ordinary shares	100%
ICG Velocity Co-Investor GP LP	43	United States of America	Limited Partner	N/A	—%
ICG Velocity GP LP	43	United States of America	Limited Partner	N/A	—%
ICG-Longbow B Investments L.P.		England & Wales	Investment company	N/A	—%
ICG-Longbow Development GP LLP		England & Wales	General Partner	N/A	—%
ICG-Longbow IV GP S.à r.l.	20	Luxembourg	General Partner	Ordinary shares	100%
Intermediate Capital Asia Pacific 2008 GP Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Asia Pacific Mezzanine 2005 GP Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Asia Pacific Mezzanine Opportunity 2005 GP Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Australia PTY Limited	1	Australia	Advisory company	Ordinary shares	100%
Intermediate Capital GP 2003 Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital GP 2003 No.1 Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Group (Italy) S.R.L.	14	Italy	Advisory company	Ordinary shares	100%
Intermediate Capital Group Benelux B.V.	28	Netherlands	Advisory company	Ordinary shares	100%
Intermediate Capital Group Beratungsgesellschaft mbH	10	Germany	Advisory company	Ordinary shares	100%
Intermediate Capital Group Dienstleistungsgesellschaft mbH	10	Germany	Service company	Ordinary shares	100%
Intermediate Capital Group Polska Sp. z.o.o	29	Poland	Service company	Ordinary shares	100%
Intermediate Capital Group SAS	9	France	Advisory company	Ordinary shares	100%
Intermediate Capital Managers (Australia) PTY Limited	2	Australia	Advisory company	Ordinary shares	100%
Intermediate Capital Managers (Australia) Pty Ltd Korea Branch	36	South Korea	Branch	Ordinary shares	100%
Longbow Real Estate Capital LLP	8	England & Wales	Advisory company	N/A	—%
Wise Living Amber Langley Mill Limited	7	England & Wales	Special purpose vehicle	Ordinary shares	83%
Wise Living Homes Limited	7	England & Wales	Special purpose vehicle	Ordinary shares	83%

1. Registered addresses are disclosed on page 174.

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref 1	Country of incorporation	Principal activity	Share class	held
Capstone Living and Stay General Private Investment Company No. 1	32	South Korea	Special purpose vehicle	Ordinary shares	100%
Capstone Living and Stay General Private Investment Company No. 2	35	South Korea	Special purpose vehicle	Ordinary shares	100%
Godo Kaisha Co-living One	15	Japan	Special purpose vehicle	Ordinary shares	100%
Godo Kaisha Converse	15	Japan	Special purpose vehicle	Ordinary shares	100%
ICG Core Private Equity Fund LP	43	United States of America	Special purpose vehicle	N/A	—%
ICG Core Private Equity Master LP	43	United States of America	Special purpose vehicle	N/A	—%
ICG Funding Lux S.à r.l.	21	Luxembourg	Special purpose vehicle	Ordinary shares	100%
ICG Life Sciences Debt Limited	19	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG Life Sciences Feeder SCSp	25	Luxembourg	Special purpose vehicle	N/A	—%
ICG North American Private Equity Debt (Jersey) Limited	19	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG Real Estate Opportunities APAC Fund SCSp	21	Luxembourg	Special purpose vehicle	N/A	—%
ICG Seed Asset Founder LP Limited	19	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG-Longbow Investment 3 LLP		England & Wales	Special purpose vehicle	N/A	—%
IGISX General Real Estate Private Investment Company No.12	34	South Korea	Special purpose vehicle	Ordinary shares	100%
Montero Cruise JP 1 Pte. Ltd	31	Singapore	Special purpose vehicle	Ordinary shares	100%
Montero Cruise JP 2 Pte. Ltd	31	Singapore	Special purpose vehicle	Ordinary shares	100%
Montero Japan Master Pte. Ltd	31	Singapore	Special purpose vehicle	Ordinary shares	100%
Montero Pte. Ltd.	31	Singapore	Special purpose vehicle	Ordinary shares	100%
Rifa Private Real Estate Trust No. 24	33	South Korea	Special purpose vehicle	Ordinary shares	100%
Tokutei Mokutei Co-living One	15	Japan	Special purpose vehicle	Ordinary shares	100%
Tokutei Mokutei Converse	15	Japan	Special purpose vehicle	Ordinary shares	100%
Yangju Investment PTE. Limited	31	Singapore	Special purpose vehicle	Ordinary shares	100%

1. Registered addresses are disclosed on page 174.

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	Registered offices
1	Level 18, 88 Phillip Street, Sydney, NSW 2000, Australia
2	Level 31, 88 Phillip Street, Sydney, NSW 2000, Australia
3	Level 9, 88 Phillip Street, Sydney, NSW 2000, Australia
4	75 Fort Street, Clifton House, c/o Estera Trust (Cayman) Limited, PO Box 1350, Grand Cayman,
	KY1-1108, Cayman Islands
5	PO Box 309, Ugland House, C/o Maples Corporate Services Limited, Grand Cayman, KY1-1104,
	Cayman Islands
6	Female Founders House Bredgade 45B, 3., kontor, Copenhagen, 607 1260, Denmark
7	17 Regan Way, Chetwynd Business Park, Chilwell, Nottingham, NG9 6RZ, England & Wales
8	25 Farringdon Street, London, EC4A 4AB
9	1 rue de la Paix, Paris, 75002, France
10	12th Floor, An der Welle 5, Frankfurt, 60322, Germany
11	12th Floor, Stockwerk, An der Welle 5, Frankfurt, 60322, Germany
12	c/o Zedra Trust Company (Guernsey) Limited, 3rd Floor, Cambridge House, Le Truchot, St Peter Port,
	GY1 1WD, Guernsey
13	Suites 1301-02, 13/F, AIA Central, 1 Connaught Road Central, Hong Kong
14	Corso Giacomo Matteotti 3, CAP 20121 Milano, Italy
15	1-1-7-807 Motoakasaka, Minato-ku, Tokyo, Japan,
16	Level 23, Otemachi Nomura Building, 2-1-1 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan
17	6 Esplanade, St. Helier, JE1 1BX, Jersey
18	IFC 1, The Esplanade, St. Helier, JE1 4BP, Jersey
19	Ogier House,44 The Esplanade, St. Helier, JE4 9WG, Jersey
20	12E, rue Guillaume Kroll, L - 1882 Luxembourg
21	3, rue Gabriel Lippmann, L - 5365 Munsbach, Luxembourg
22	32-36, boulevard d'Avranches L - 1160 Luxembourg, 1160, Luxembourg
23	49 Avenue John F. Kennedy, Luxembourg, L-1855, Luxembourg
24	5 Allée Scheffer, Luxembourg, L-2520, Luxembourg
25	6, rue Eugene Ruppert, Luxembourg, L-2453, Luxembourg

	Registered offices
26	60, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg
27	6H Route de Trèves, Senningerberg, L-2633, Luxembourg
28	Paulus Potterstraat 20, 2hg., Amsterdam, 1071 DA, Netherlands
29	Spark B, Aleja Solidarności 171, Warsaw, 00-877, Poland
30	8 Marina View, #32-06. Asia Square Tower 1, 018960, Singapore
31	9 Temasek Boulevard, #12-01/02. Suntec Tower Two, 038989, Singapore
32	116, Ingye-ro, Paldal-gu, Suwon-si, Gyeonggi-do, Republic of Korea
33	12F, 136, Sejong-daero, Jung-gu, Seoul, Republic of Korea
34	136, Sejong-daero, Jung-gu, Seoul, Republic of Korea
35	182, Beotkkot-ro, Geumcheon-gu, Seoul, Republic of Korea
36	29F, Parnas Tower, 521 Teheran-ro, Gangnam-gu, Seoul, Republic of Korea
37	Serrano 30-3º, 28001 Madrid, Spain
38	David Bagares Gata 3, 111 38 Stockholm
39	Bleicherweg 10, 8002 Zürich, Switzerland
40	Index Tower, Floor 4, Unit 404, Dubai International Financial Centre, Dubai, United Arab Emirates
41	c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE, 19801, United States of
	America
42	c/o Intertrust Corporate Services Delaware LTD, Suite 210, 200 Bellevue Parkway, Wilmington, DE,
	United States of America
43	c/o Maples Fiduciary Services (Delaware) Inc., Suite 302, 4001 Kennett Pike, Wilmington, DE, 19807,
	United States of America
44	c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States of
	America

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

Name of subsidiary	Country of incorporation	% of ownership interests and voting rights
ICG US CLO 2014-1, Ltd.	Cayman Islands	50%
ICG US CLO 2014-2, Ltd.	Cayman Islands	72%
ICG US CLO 2014-3, Ltd.	Cayman Islands	51%
ICG US CLO 2015-1, Ltd.	Cayman Islands	50%
ICG US CLO 2015-2R, Ltd.	Cayman Islands	83%
ICG US CLO 2016-1, Ltd.	Cayman Islands	63%
ICG US CLO 2017-1, Ltd.	Cayman Islands	60%
ICG US CLO 2020-1, Ltd.	Cayman Islands	52%
ICG EURO CLO 2021-1 DAC	Ireland	67%
ICG EURO CLO 2023-2 DAC	Ireland	100%
St. Paul's CLO II DAC	Ireland	85%
St. Paul's CLO III-R DAC	Ireland	62%
St. Paul's CLO VI DAC	Ireland	53%
St. Paul's CLO VIII DAC	Ireland	53%
St. Paul's CLO XI DAC	Ireland	57%
ICG Euro CLO 2023-1 DAC	Ireland	100%
ICG Enterprise Carry (1) LP	Jersey	100%
ICG Enterprise Carry (2) LP	Jersey	50%
ICG Total Credit (Global) SCA	Luxembourg	100%
ICG EURO CLO 2024-1 DAC	Ireland	100%
ICG US CLO 2024-1, Ltd.	Cayman Islands	100%
ICG US CLO 2024-R1, Ltd.	Cayman Islands	100%
ICG US CLO 2021-1, Ltd.	Cayman Islands	56%
ICG US CLO 2025-1, Ltd.	Cayman Islands	100%
ICG EURO CLO 2025-1 DAC	Ireland	85%
ICG US CLO 2025-2, Ltd.	Cayman Islands	100%

The structured entities controlled by the Group include £5,407.5m (2025: £5,408.0m) of assets and

£5,407.4m (2025: £5,408.0m) of liabilities within 26 funds listed above (2025: 23). These assets are restricted

in their use to being the sole means by which the related fund liabilities can be settled. All other assets can be

accessed or used to settle the other liabilities of the Group without significant restrictions.

The Group has not provided contractual or non-contractual financial or other support to a consolidated

structured entity during the period. It is not the current intention to provide such support, including the

intention to assist the structured entity in obtaining financial support.

Subsidiary audit exemption

For the period ended 31 March 2026, the following companies were entitled to exemption from audit under

section 479A of the Companies Act 2006 relating to subsidiary companies. The member(s)

of the following

companies have not required them to obtain an audit of their financial statements for the period ended 31

March 2026.

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

1. Shareholders or Partners, as appropriate.

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28. Associates and joint ventures

Accounting policy

Investment in associates

An associate is an entity over which the Group has significant influence, but no control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes

they are designated at fair value through profit or loss.

Investment in joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control over the arrangement have rights to the net assets of the arrangements. The results and assets and liabilities of joint ventures are

incorporated in these financial statements using the equity method of accounting from the date on which the investee becomes a joint venture, except when the investment is held for venture capital purposes in which case

they are designated as fair value through profit and loss. Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement of financial position at cost, and adjusted thereafter to

recognise the Group’s share of the joint venture’s profit or loss.

The nature of some of the activities of the Group associates and joint ventures are investment related which are seen as complementing the Group’s operations and contributing to achieving the Group’s overall strategy.

The remaining associates and joint ventures are portfolio companies not involved in investment activities.

Details of associates and joint ventures

Details of each of the Group’s associates at the end of the reporting period are as follows:

			Proportion of ownership interest/	Income distributions received	Proportion of ownership interest/	Income distributions received
			voting rights held by the Group	from associate	voting rights held by the Group	from associate
			2026	2026	2025	2025
Name of associate	Principal activity	Country of incorporation		£m		£m
ICG Europe Fund V Jersey Limited 1	Investment company	Jersey	20%	14.1	20%	—
ICG Europe Fund VI Jersey Limited 1	Investment company	Jersey	17%	39.6	17%	56.8
ICG North American Private Debt Fund 2	Investment company	United States of America	20%	1.6	20%	1.8
ICG Asia Pacific Fund III Singapore Pte. Limited 3	Investment company	Singapore	20%	23.3	20%	1.3
KIK Equity Co-invest LLC 2	Investment company	United States of America	25%	—	25%	—
Seaway Topco, LP 2	Investment company	United States of America	49%	—	49%	—

1. The registered address for this entity is IFC 1 – The Esplanade, St Helier, Jersey JE1 4BP.

2. The registered address for this entity is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States.

3. The registered address for this entity is 9 Raffles Place. #26-01. Republic Plaza, 048619, Singapore.

The Group has a shareholding in each of ICG Europe Fund V Jersey Limited, ICG Europe Fund VI Jersey Limited, ICG North American Private Debt Fund, ICG Asia Pacific Fund III Singapore Pte. Limited and KIK Equity Co-

invest LLC arising from its co-investment with a fund. The Group appoints the General Partner (GP) to each of these funds. The investors have substantive rights to remove the GP without cause. The Funds also each have an

Advisory Council, nominated by the investors, whose function is to ensure that the GP is acting in the interest of investors. As the Group has a 17%–25% holding, and therefore significant influence in each entity, they have

been considered as associates.

Seaway Topco, LP is assessed as an associate as a result of the Group’s interest in the issued share capital.

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28. Associates and joint ventures continued

Details of each of the Group’s joint ventures at the end of the reporting period are as follows:

				Proportion of ownership	Proportion of voting
				interest held by the	rights held by the Group
Name of joint venture	Accounting method	Principal activity	Country of incorporation	Group 2026	2026
		Investment
Brighton Marina Group Limited	Fair value	company	United Kingdom	70%	50%

Brighton Marina Group Limited is accounted for at fair value in accordance with IAS28 and IFRS9 and the Group’s accounting policy in note 5 to the financial statements.

The Group holds 70% of the ordinary shares of Brighton Marina Group Limited and the management of this entity is jointly controlled with a third party who the Group does not control and therefore the Group is unable to

execute decisions without the consent of the third party.

Significant restriction

There are no significant restrictions on the ability of associates and joint ventures to transfer funds to the Group other than having sufficient distributable reserves.

Summarised financial information for associates and joint ventures material to the reporting entity

The Group’s only material associate or joint venture is ICG Europe Fund VI Jersey Limited which is an associate measured at fair value through profit and loss. The information below is derived from the IFRS financial

statements of the entities. Materiality has been determined by the carrying value of the associate as a percentage of total Group assets.

The entity allows the Group to co-invest with ICG Europe Fund VI, aligning interests with other investors. In addition to the returns on its co-investment the Group receives performance-related fee income from the funds

(see note 3). This is industry standard and is in line with other funds in the industry.

	ICG Fund VI Jersey Limited
	2026	2025
	£m	£m
Current assets	0.7	358.1
Non-current assets	210.8	952.6
Current liabilities	—	(357.7)
	211.5	953.0
Revenue	(71.3)	343.1
Expenses	(0.2)	(0.2)
Total comprehensive income	(71.5)	342.9

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29. Unconsolidated structured entities

A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the

relevant activities are directed by means of contractual arrangements. The Group has determined that it has an interest in a structured entity where the Group holds an investment, loan, fee receivable or commitment with

an investment fund or CLO. Where the Group does not hold an investment in the structured entity, management has determined that the characteristics of control, in accordance with IFRS 10, are not met.

The Group, as fund manager, acts in accordance with the pre-defined parameters set out in various agreements. The decision-making authority of the Group and the rights of third parties are documented. These agreements

include management fees that are commensurate with the services provided and performance fee arrangements that are industry standard. As such, the Group is acting as agent on behalf of these investors and therefore

these entities are not consolidated into the Group’s results. Consolidated structured entities are detailed in note 27.

At 31 March 2026, the Group’s interest in and exposure to unconsolidated structured entities including outstanding management and performance fees are detailed in the table below, and recognised within financial assets

at FVTPL and trade and other receivables in the statement of financial position:

					2026
	Investment in	Management fees		Performance fees		Maximum
	Fund	receivable	Management fee rates	receivable	Performance fee rates	exposure to loss
Funds	£m	£m	%	£m	%	£m
Structured Capital and Secondaries	1,601.5	92.5	0.25% to 1.38%	112.5	20%–25% of total performance fee of 10%–20% of profit over the threshold	1,806.5
Real Assets	356.8	37.2	0.03% to 1.23%	8.2	20% of total performance fee of 15%–20% of profit over the threshold	402.2
Debt	433.8	40.5	0.33% to 1.50%	24.1	20% of returns in excess of 0% for Alternative Credit Fund only and IRR of 12%	498.4
					for CLOs
Total	2,392.1	170.2		144.8		2,707.1

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

The Group’s maximum exposure to loss is equal to the value of any investments held and unpaid management fees and performance fees.

The Group has not provided non-contractual financial or other support to the unconsolidated structured entities during the year. It is not the current intention to provide such support, including the intention to assist the

structured entity in obtaining financial support.

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30. Cash flow information

Accounting policy

Cash flows arising from the acquisition and disposal of financial assets, including within consolidated CLOs,

are classified as operating as these investment activities are part of the Group’s day-to-day operations. This

includes cashflows to seed new investment strategies as this activity is undertaken to establish new sources

of fund management fee income, growing the operating activities of the Group.

Cash flows as a result of a change in control as presented in Investing activities in the Consolidated statement

of cash flows (page 124) consists of aggregate cashflows of £167.6m, arising from obtaining control of ICG

EURO CLO 2025-1, ICG US CLO 2021-1, ICG US CLO 2025-1 and ICG US CLO 2025-2. Total cash

consideration paid amounted to £79.7m. At the point control was obtained in respect of these CLOs, the net

asset value of these interests comprised of financial assets of £1,068.4m, cash of £247.3m and financial

liabilities of £1,315.7m.

31. Contingent liabilities

The Parent Company and its subsidiaries may be party to legal claims arising in the course of business. The

Directors do not anticipate that the outcome of any such potential proceedings and claims will have a material

adverse effect on the Group’s financial position and at present there are no such claims where their financial

impact can be reasonably estimated. The Parent Company and its subsidiaries may be able to recover any

monies paid out in settlement of claims from third parties.

There are no other material contingent liabilities.

32. Post balance sheet events

In the period 1 April 2026 to 19 May 2026, 4,060,926 shares were purchased by the Company further to the

Amundi Strategic Partnership.

On 20 April 2026, 2,270,525 non-voting 26.25p shares were issued at 1,589.24p. There have been no other

material events since the balance sheet date.

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Non-IFRS alternative performance measures (APM) are defined below:

APM cash

Total cash excluding balances within consolidated structured entities.

APM earnings per share

EPS

APM profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed on page 29.

APM Group profit before tax

Group profit before tax adjusted for the impact of the consolidated structured entities (see note 4). As at 31 March, this is calculated as follows:

2026 2025

Profit before tax

£588.2m £530.5m

(Less) /Plus consolidated structured entities

£(2.0)m £1.7m

APM Group profit before tax

£586.2m £532.2m

Asset management earnings

Pre-tax profits generated by the Group for managing client assets, comprised of FRE and performance fees less stock-based compensation.

Assets under management

AUM

Measure of all funds and assets managed by the Group. AUM is calculated by adding fee-earning AUM, AUM not yet earning fees, fee-exempt AUM and the value of the

total balance sheet portfolio.

2026 2025

Third-party AUM

$122.1bn

$108.4bn

Total balance sheet portfolio

$3.5bn

$3.9bn

Total AUM

$125.6bn $112.3bn

Available cash

Total available cash comprises APM cash less regulatory liquidity requirement.

2026 2025

APM cash

£981.4m £604.8m

Regulatory liquidity requirement

£(70.0)m £57.0m

Available cash

£911.4m £547.8m

Balance sheet portfolio

The sum of the Group’s co-investment portfolio and seed portfolio less the DVB liability. This metric is an APM and incorporates Reportable segments only, it excludes

Consolidated entities (see Note 4).

2026 2025

Total non-current and current financial assets

Note 4 £2,668.5m £3,054.9m

Derivative (assets)

£(4.9)m £(26.9)m

Total balance sheet portfolio

£2,663.5m £3,028.0m

Less: DVB Liability

£(95.7)m £(127.3)m

Balance sheet portfolio

£2,567.8m £2,900.7m

Balance sheet portfolio per share

Balance sheet portfolio per share divided by the closing number of ordinary voting and ordinary non-voting shares in issue. (See page 29 for further information on share

count). As at 31 March, this is calculated as follows:

2026 2025

Balance sheet portfolio

£2,568m £2,901m

Number of shares used for purposes of per share calculations

290,640,291 290,636,892

Balance sheet portfolio per share

883p 998p

Cash profit

PICP

Cash profit (Pre-Incentive Cash Profit) is defined as internally reported profit before tax and incentive schemes, adjusted for non-cash items.

2026 2025

Fee-related earnings

£349.5m

£283.6m

Adjustments

£586.6m

£566.1m

Cash profit

£936.1m £849.7m

Term

Short Form

Definition

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Co-investment portfolio

The Group’s investments in or alongside funds managed by the Group

Earnings per share

EPS

Profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed in Note 15.

EBITDA

Earnings before interest, tax, depreciation and amortisation.

Effective management fee rate

The average fee rate computed by weighting fee rates relative to FEAUM.

Fee-earning AUM

FEAUM

AUM for which the Group is eligible to be paid a management fee or performance fee.

Fee-related earnings

FRE

The profit generated from management fees less Group cash operating expenses.

FMC profit before tax margin

Fund Management Company profit before tax divided by Fund Management Company total revenue. As at 31 March this is calculated as follows:

2026 2025

Fund Management Company profit before tax

£586.8m

£461.4m

Fund Management Company total revenue

£900.0m

£766.0m

FMC PBT Margin

65.2% 60.2%

FRE operating expenses

Operating expenses attributable to the Fee-related Earnings (FRE) activity, excluding items that are non-cash or directly linked to the Balance Sheet Portfolio.

2026 2025

Salaries

£148.2m £139.2m

Cash incentives

£96.3m £95.7m

Administrative costs

£90.8m £85.3m

FRE operating expenses

£335.3m £320.2m

FRE Margin

Fee-related earnings (FRE) divided by Management fees. As at 31 March this is calculated as follows:

2026 2025

FRE

£349.5m £283.6m

Management fees

£684.8m £603.8m

FRE Margin

51.0% 47.0%

FRE Margin excluding catch-up

fees

FRE ex. catch-

up fees

Fee-related earnings (FRE) divided by Management fees excluding the impact of catch-up fees. As at 31 March this is calculated as follows:

2026 2025

FRE (excluding catch-up fees)

£298.1m £221.8m

Management fees (excluding catch-up fees)

£633.4m £542.0m

FRE Margin (excluding catch-up fees)

47.1% 40.9%

Term

Short Form

Definition

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FRE pershare

Fee-related earnings (FRE) divided by the weighted average number of ordinary voting and ordinary non-voting shares in issue. (See page 29 for further information on

share count). As at 31 March, this is calculated as follows:

2026 2025

FRE

£349.5m £283.6m

Weighted average number of shares for purposes of per share calculations

290,638,658 290,633,332

FRE per share

120p 98p

Group operating cashflows

Group operating cashflows are net cash flows from operating activities adjusted for interest paid

2026 2025

Group operating cashflows

£873.6m

£537.4m

Interest paid

£(34.3)m

£(41.2)m

Net cash flows from operating activities

Note 4 £839.3m

£496.2m

Group financing cashflows

Group financing cashflows are net cash flows used in financing activities adjusted for interest paid and the payment of principal portion of lease liabilities

2026 2025

Group financing cashflows

£(456.3)m

£(495.6)m

Interest paid

£34.3m

£41.2m

Payment of principal portion of lease liabilities

£(12.5)m

£(12.2)m

Net cash flows used in financing activities

Note 4 £(478.1)m

£(524.6)m

Interest expense

Interest expense excludes the cost of financing associated with the consolidated structured entities. See Note 10 for a full reconciliation.

Net balance sheet returns

Net investment returns aggregated with CLO dividends net of Deal Vintage Bonus expense. The table below shows these presented for the period ended 31 March:

2026 2025

NIR

£98.2m £192.5m

CLO Dividends

£62.0m £48.3m

Total balance Sheet returns

£160.2m £240.8m

Less: DVB expense

£(11.4)m £(9.4)m

Net balance sheet returns

£148.8m £231.4m

Net cash flows from investing

activities

Other operating cash flows is net cash flows from investing activities adjusted for the payment of principal portion of lease liabilities

2026 2025

Net cash flows from investing activities

£13.3m £15.8m

Payment of principal portion of lease liabilities

£(12.5)m £(12.2)m

Other operating cash flows

£0.8m £3.6m

Term

Short Form

Definition

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Net financial debt

Net debt

Net financial debt is gross financial debt less available cash. As at 31 March, this is calculated as follows:

2026 2025

Total liabilities held at unamortised cost

£1,033.7m £1,175.9m

Impact of upfront fees/unamortised discount

£(9.7)m £1.1m

Gross drawn debt (see page 80)

£1,024.0m £1,177.0m

Less available cash

£(911.4)m £(548.0)m

Net debt

£112.6m £629.0m

Net debt per share

Net debt per share divided by the closing number of ordinary voting and ordinary non-voting shares in issue. (See page 29 for further information on share count). As at

31 March, this is calculated as follows:

2026 2025

Net debt

£112.6m £629.0m

Number of shares used for purposes of per share calculations

290,640,291 290,636,892

Net debt per share

39p 216p

Net Investment Returns

NIR

Net Investment Returns is the income generated by the balance sheet portfolio and interest income less asset impairments and CLO equity dividends.

Operating cash flow

Operating cash flow represents the cash generated from operating activities from the statement of cash flows, adjusted for the impact of the consolidated structured

entities. See Note 4 for a full reconciliation.

Performance fee income

pershare

Performance fee income divided by the weighted average number of ordinary voting and ordinary non-voting shares in issue. (See page 29 for further information on

share count). As at 31 March, this is calculated as follows:

2026 2025

Performance fee income

£127.0m £86.2m

Weighted average number of shares for purposes of per share calculations

290,638,658 290,633,332

Performance fee income per share

44p 30p

Total available liquidity

Total available liquidity comprises available cash and undrawn debt facilities.

Total balance sheet returns

Net investment returns aggregated with CLO dividends.

Total fund size

Total fund size is the sum of third-party AUM and ICG plc’s commitment to that fund.

Term

Short Form

Definition

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Other definitions which have not been identified as non-IFRS GAAP alternative performance measures are as follows:

AIFMD

The EU Alternative Investment Fund Managers Directive.

Alternative performance

measure

APM

These are non-IFRS financial measures.

CAGR

Compound Annual Growth Rate.

Catch-up fees

On funds that charge fees on committed capital, fees are charged from the date of the first close, irrespective of when the commitment is made. The first fee payment

clients make can therefore include fees that relate to prior fiscal years. Those fees are booked in the year they are received and are referred to as ‘catch-up fees'.

Client base

Client base includes all direct investment fund and liquid credit fund investors.

Closed-end fund

A fund where investor’s commitments are fixed for the duration of the fund and the fund has a defined investment period.

Co-investment

Co-invest

A direct investment made alongside or in a fund taking a pro-rata share of all instruments.

Collateralised Loan Obligation

CLO

CLO is a type of investment grade security backed by a pool of loans.

A stage in fundraising whereby a fund is able to release or draw down the capital contractually committed at that date.

Deal Vintage Bonus

DVB awards are a long-term employee incentive, enabling certain investment teams, excluding Executive Directors, to share in the future realised profits from certain

investments within the Group's balance sheet portfolio.

Direct investment funds

Funds which invest in self-originated transactions for which there is a low volume, illiquid secondary market.

DPI

Distribution to Paid-In Capital

Employee Benefit Trust

EBT

Special purpose vehicle used to purchase ICG plc shares which are used to satisfy share options and awards granted under the Group’s employee share schemes.

Environmental, Social and

Governance

ESG

ESG criteria are a set of standards for a company’s operations that socially-conscious investors use to screen potential investments.

Financial Conduct Authority

FCA

Regulates conduct by both retail and wholesale financial service companies in provision of services toconsumers.

Financial Reporting Council

FRC

The UK’s independent regulator responsible for promoting high quality corporate governance and reporting.

Full-Time Equivalent

FTE

Represents an employee’s working hours as a proportion of a full-time schedule

Fund

A pool of third-party capital allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates.

Fund Management Company

FMC

The Group’s fund management business, which sources and manages investments on behalf of the IC and third-party funds.

Fund level leverage

Debt facilities utilised by funds to finance assets.

Gross money on invested capital

Gross MOIC

Total realised and unrealised value of investments (before deduction of any fees), divided by the total invested cost.

HMRC

HM Revenue & Customs, the UK tax authority.

IAS

International Accounting Standards.

IFRS

International Financial Reporting Standards as adopted by the United Kingdom.

Illiquid assets

Asset classes which are not actively traded.

Internal Rate of Return

IRR

The annualised return received by an investor in a fund. It is calculated from cash drawn from and returned to the investor together with the residual value of the asset.

Investment Company

The Investment Company invests the Group’s balance sheet to seed and accelerate emerging strategies, and invests alongside the Group's more established funds to align

interests between the Group's client, employees and shareholders. It also supports a number of costs including for certain central functions, a part of the Executive

Directors' compensation and the portion of the investment teams' compensation linked to the returns of the balance sheet investment portfolio.

Key Person

Certain funds have a designated Key Person. The departure of a Key Person without adequate replacement triggers a contractual right for investors to cancel their

commitments or kick-out of the Group as fund manager.

Term

Short Form

Definition

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Key performance indicator

KPI

A business metric used to evaluate factors that are crucial to the success of an organisation.

Key risk indicator

KRI

A measure used to indicate how risky an activity is. It is an indicator of the possibility of future adverse impact.

Liquid assets

Asset classes with an active, established market in which assets may be readily bought and sold.

Market movements

Market movements of AUM comprises revaluation of non-USD denominated funds and changes in net asset value for funds where the measurement of AUM is based on

the fund net asset value.

Money multiple

MOIC or MM

Cumulative returns divided by original capital invested.

Net currency assets

Net assets excluding certain items including; trade and other receivables, trade and other payables, property plant and equipment, cash balances held by the Group’s fund

management entities and current and deferred tax assets and liabilities.

Open-ended fund

A fund which remains open to new commitments and where an investor’s commitment may be redeemed with appropriate notice.

Other additions (of AUM)

Within AUM: New commitments of capital by clients including recycled AUM. Within third-party fee-earning AUM: the aggregate of new commitments of capital by

clients that pay fees on committed capital, and deployment of capital that charges fees on invested capital.

Performance fee income

Carried interest

or Carry

Share of profits that the fund manager is due once it has returned the cost of investment and agreed preferred return to investors.

Principles for Responsible

Investment

UN PRI

The Principles for Responsible Investment is an independent association promoting responsible investment to its network in order to enhance returns and better manage

risks of investments.

Realisation

The return of invested capital in the form of principal, rolled-up interest and/or capital gain.

Realisations (of AUM)

Reductions in AUM due to capital being returned to investors and/or no longer able to be called by the fund, and the reduction in AUM due to step-downs.

Recycle (of AUM)

Where the fund is able to re-invest capital that has previously been invested and then realised. This is typically only within a defined period during the fund's investment

period and is generally subject to certain requirements.

Relevant investments

Relevant investments include all direct investments within ICG’s Structured and Private Equity asset class and Infrastructure Equity strategy, where ICG has sufficient

influence. Sufficient influence is defined by SBTi as follows: at least 25% of fully diluted shares and at least a board seat.

RCF

Revolving credit facility.

Science-based target

SBT

A decarbonisation target independently validated by the Science Based Targets initiative (SBTi) which defines and promotes best practice in science-based target setting

in line with the latest climate science.

Seed investment portfolio

The Group’s investments in assets (directly or indirectly) that are held in anticipation of launching a third-party fund

Separately Managed Account

SMA

Third-party capital committed by a single investor allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates.

Step-down

A reduction in AUM resulting from the end of the investment period in an existing fund or when a subsequent fund starts to invest. Funds that charge fees on committed

capital during the investment period will normally shift to charging fees on net invested capital post step-down. There is generally the ability to continue to call further

capital from funds that have had a step-down in certain circumstances.

Structured entities

Entities which are classified as investment funds, credit funds or CLOs and are deemed to be controlled by the Group, through its interests in either an investment, loan,

fee receivable, guarantee or commitment.

Task Force on Climate-related

Financial Disclosures

TCFD

The TCFD was created by the Financial Stability Board to develop recommendations on the types of information that companies should disclose to support investors,

lenders, and insurance underwriters in appropriately assessing and pricing a specific set of risks related to climate change.

UK Corporate Governance Code

The Code

Sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders.

Term

Short Form

Definition

185

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Glossary continued

The Greenhouse gas emissions (GHG) statement (see page 63-64) is prepared in accordance with the GHG

Protocol Corporate Accounting and Reporting Standard, aligned with the Scope 2 Guidance, and Corporate

Value Chain (Scope 3) Standard. Primary activity data has been used where possible, however where data was

unavailable, estimates were applied using extrapolation or prior year data. This Basis of Preparation relates to

FY26 figures. Prior year methodologies are disclosed in previous Annual Reports and Accounts.

Reporting period and boundary

ICG’s GHG emissions reporting period of 1 April to 31 March is aligned to the Annual Report and Accounts.

The organisational boundary has been consolidated using the operational control approach in accordance

with the GHG Protocol.

Due to data availability at the reporting date, certain underlying activity data used in the emissions

calculations was based on the calendar year (1 January – 31 December 2025). Accordingly, January – March

2025 data was used as a proxy for the January – March 2026 reporting period. This approach is consistent

with prior periods and supports comparability between years.

Exceptions to this approach include: (1) one serviced office location where only partial-year utility data was

available from the landlord and therefore the closest available reporting period was used as a proxy for annual

consumption; and (2) certain offices where landlord waste and water data was unavailable and therefore

excluded from the inventory

The GHG emissions sources that constituted our operational boundary for the reporting period are: Scope 1:

combustion of fuel and operation of facilities; Scope 2: purchased electricity consumption for our own use

(both location-based and market-based as required by the GHG Protocol Scope 2 Guidance), and purchased

heat from district heating energy schemes where applicable; Scope 3: business travel (rail, taxis, hotels, air

travel and car rental), water supply and waste generation, transmission and distribution of electricity and

district heating, purchased goods and services (including capital goods expenditure).

In certain leased office arrangements where ICG does not procure, control, or directly measure

districtheating and cooling consumption, emissions have been classified within Scope 3 Fuel- and Energy-

Related Activities based on ICG’s assessment of the applicable reporting boundary and operational

controlconsiderations.

Numbers provided in the GHG emissions statement have been rounded to the nearest metric tonne of

e(tCO

e).

Restatements and methodology changes

During FY26, ICG identified certain methodology and reporting boundary adjustments relating to district

heating and water consumption data.

District heating and cooling

During the reporting period, ICG reassessed the reporting boundary treatment of certain district heating

arrangements where ICG does not directly procure, control, meter or manage the underlying heating systems.

Based on this reassessment, certain district heating emissions previously reported within Scope 2 have been

reclassified to Scope 3 Fuel- and Energy-Related Activities (FERA) to better reflect the underlying operational

control assessment and leased office arrangements. Comparative figures have been updated where

appropriate to reflect the revised reporting treatment and to improve consistency across reporting periods.

As a result of the above:

– FY25 Purchased Heat emissions were restated from 22 tCO

e to 21 tCO

– FY25 FERA emissions were restated from 61 tCO

e to 62 tCO

e; and

– FY26 Purchased Heat emissions increased from nil to 29 tCO

e following inclusion of additional district

heating locations.

Water

During the reporting process, ICG identified that prior year water consumption calculations for certain

serviced office locations required refinement to better reflect ICG’s occupied share of the relevant facilities.

Comparative figures have therefore been updated where appropriate to align with the revised allocation

methodology and improve accuracy of reported consumption and emissions. ICG believes these updates

improve the consistency, transparency and accuracy of the Group’s GHG reporting methodology.

As a result of the above, FY25 Water and Waste emissions were restated from 18 tCO

e to 6 tCO

Purchased Goods and Services

During FY26, ICG performed an additional review of certain Purchased Goods and Services expenditure

categories relating to items identified as rechargeable to funds and investments managed by ICG.

Following reassessment of the organisational and reporting boundary under the GHG Protocol operational

control approach, ICG concluded that certain rechargeable expenditure relating to managed funds and

investments should be excluded from the Purchased Goods and Services calculation where the underlying

costs were not incurred within the ICG corporate reporting boundary.ICG also refined the treatment of credit

notes, refunds and other adjustment entries within the underlying finance data used for the Purchased Goods

and Services calculation in order to better reflect the final net expenditure position associated with

suppliertransactions.

Comparative period figures have been restated to reflect the revised treatment and improve consistency in

the application of the reporting boundary and expenditure methodology across reporting periods. As a result

of the above:

– FY26 Purchased Goods and Services emissions decreased by 723 tCO

e; and

– FY25 Purchased Goods and Services emissions were restated from 11,758 tCO

e to 11,081 tCO

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Basis of preparation for GHG emissions statement

GHG Emissions Calculation Approach and Methodology

Emissions related to offices: Scope 1 and Scope 2 emissions, Scope 3 waste generated in operations, and

Scope 3 fuel and energy-related activities

For Scope 1 refrigerants ((where refrigerant refill or top-up data was available)), stationary combustion, gas

heating and district heating, Scope 2 electricity use and district heating and cooling, and Scope 3 water, waste

and Fuel-related Energy Activities, actual usage data from utility bills and landlord records has been used

where available. Emissions factors applied include electricity country-level location-based factors (UK –

DEFRA, EU – AIB, Rest of World – IEA), and DEFRA emissions factors for fuel use, waste, recycling, water

supply and treatment.

For non-UK European locations, residual mix emission factors have been used for market-based emissions

where improved quality data was available. Prior year figures have not been restated.

Fuel-related Energy Activities include transmission and distribution losses associated with purchased

electricity and district heating purchased energy, where DEFRA and IEA emissions factors were applied.

For certain sites where separately billed utility data was unavailable, landlords provided estimated usage data

based on available allocation methodologies, including occupied floor area where appropriate. Where usage

data was not available for the full year, extrapolation techniques were applied to estimate a full-year

consumption profile.

In FY26 there are four facilities with district heating systems (FY25: three). Emissions were calculated using

country-level district heating emission factors. Where country-specific factors were unavailable, factors from

the closest neighbouring country were applied.

F-Gas use relates to air-conditioning systems only. In many instances these systems fall under landlord

operational control and data is not always available to ICG. Unless landlord data is provided, emissions are

assumed to be zero due to the limited impact on ICG’s overall footprint.

Renewable energy certificates are provided in varying formats depending on supplier and market maturity.

ICG seeks guarantees of origin, REGO certificates, renewable tariffs or power purchase agreements where

available. Where certificates do not explicitly state renewable supply percentages, ICG assumes the tariff

relates to market-based renewable electricity. In certain locations electricity is procured by landlords or

property agents, limiting ICG’s direct control over procurement decisions.

Emissions related to Business Travel

Business travel emissions include air travel, rail, taxis, car rental and hotels. Most business travel activity is

centrally booked through travel providers, with booking data outputs used as the primary source for

emissions calculations. Distance-based methodologies and location-based emissions factors are applied

where available in line with the GHG Protocol Corporate Value Chain (Scope 3) Standard. Where local offices

arrange travel independently, ICG applies best efforts to identify and calculate associated emissions.

Air Travel

Flight origin, destination, distance travelled and cabin class information were provided by travel booking

agents. DEFRA aviation emissions factors were applied based on flight distance, geography and class of travel.

Where cabin-class-specific factors were unavailable, average flight factors were used. Miscellaneous booking

fees unrelated to travel activity were excluded from the inventory.

Rail Travel

Rail emissions calculations utilised booking data including origin, destination and distance travelled. For EU-

related rail travel, Network for Transport Measures (NTM) EU average rail emissions factors were applied.

DEFRA emissions factors were used for UK rail and Eurostar travel. Where distance data was unavailable,

distances were estimated using departure and destination information or comparable spend-based

methodologies.

Hotel Stays

Hotel booking data included country of stay, number of nights and number of rooms booked. DEFRA hotel

emissions factors were applied where available. For countries not covered by DEFRA, emissions factors from

the Hotel Footprinting Tool were applied using the four-star hotel methodology. Where only country-level

information was available, country-average factors were used.

Taxi Travel and Car Rental

Taxi travel and car rental was either booked through online providers or claimed through the expenses

system. Where actual mileage data was unavailable, emissions were estimated applying distance proxies or

spend based calculations supported by third party guidance. DEFRA emissions factors for average vehicles

with unknown fuel type were then applied.

Emissions related to Scope 3: Purchased Goods and Services

GHG emissions related to purchased goods and services (including capital goods) were primarily calculated

using a spend-based methodology.

For 19 significant suppliers, supplier-specific emissions factors were developed using publicly available Scope

1, Scope 2 and relevant Scope 3 emissions disclosures alongside corresponding supplier revenue data. Where

current-year disclosures were unavailable, the most recent publicly available data was used.

For all remaining suppliers, spend data was obtained from the ICG finance team for the period 1 January 2025

– 31 December 2025. Spend categories were mapped to DEFRA SIC-code-based emissions factors using the

most recent UK carbon footprint dataset available at the reporting date.

Expenditure already captured in other emissions categories (for example business travel) was excluded from

the Purchased Goods and Services calculation. Sales taxes were treated consistently with financial accounting

treatment.

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Basis of preparation for GHG emissions statement continued

Currency Drawn

£m

Undrawn

£m

Total

£m

Interest rate Maturity

Revolving Credit Facility (RCF)

Multi — 550.0 550.0

Benchmark +

1.05%

October-28

Eurobond 2020 EUR 431.9 — 431.9 1.63% February-27

ESG Linked Bond EUR 431.9 — 431.9 2.50% January-30

Total bonds

863.8 — 863.8

PP 2016 – Class C USD 40.4 — 40.4 4.96% September-26

PP 2016 – Class F EUR 25.9 — 25.9 3.04% January-27

Private Placement 2016

66.3 — 66.3

PP 2019 – Class C USD 93.5 — 93.5 5.35% March-29

Private Placement 2019

93.5 — 93.5

Total Private Placements

159.8 — 159.8

Total

1,023.6

550.0

1,573.6

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Outstanding debt facilities

Presentational adjustments

Year ended 31 March 2026

Group Financial

Performance

£m

Performance fees

£m

Other operating

income

£m

Compensation

costs

£m

Other operating

expenses

£m

Balance sheet

investment and

financing

£m

Reportable

segments

£m

FMC

£m

Management fees

684.8 127.0 811.8 811.8 — External fee income

— 23.3 (23.3) Inter-segmental fee

3.6 3.6 2.9 0.7 Other operating income

815.4 838.0 (22.6) Fund management fee

FRE operating expenses

(335.3) 244.5 88.5 2.3

Fee-related earnings (FRE)

349.5

Performance fee income

127.0 (127.0)

Stock-based compensation

(50.0) 50.0

Asset management earnings

426.5

Net balance sheet return

148.8 11.4 (62.0) 98.2 — 98.2 Net investment returns

62.0 62.0 62.0 — Dividend income

20.4 20.4 — 20.4 Finance gain/(loss)

Other income and expenses

24.1 (3.6) (20.5)

Depreciation and amortisation

(7.6) 7.6

Net interest

(5.6) 5.6

996.0 900.0 96.0 Total revenue

27.6 27.6 0.1 27.5 Interest income

(35.4) (35.4) (2.3) (33.1) Interest expense

(148.2) (148.2) (117.5) (30.7) Staff costs

(157.7) (157.7) (129.4) (28.3) Incentive scheme costs

(96.1) (96.1) (64.1) (32.0) Other administrative expenses

Group profit before tax

586.2 — — — — — 586.2 586.8 (0.6) Profit before tax

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Group Financial Performance reconciliation to Group Reportable segments

Presentational adjustments

Year ended 31 March 2025

Group Financial

Performance

£m

Performance fees

£m

Other operating

income

£m

Compensation

costs

£m

Other operating

expenses

£m

Balance sheet

investment and

financing

£m

Reportable

segments

£m

FMC

£m

Management fees

603.8 86.2 690.0 690.0 External fee income

— — 24.6 (24.6) Inter-segmental fee

— 4.5 4.5 2.8 1.7 Other operating income

694.5 717.4 (22.9) Fund management fee

FRE operating expenses

(320.2) 234.9 82.8 2.5

Fee-related earnings (FRE)

283.6

Performance fee income

86.2 (86.2)

Stock-based compensation

(53.2) 53.2

Asset management earnings

316.6

Net balance sheet return

231.4 9.4 (48.3) 192.5 192.5 Net investment returns

48.3 48.3 48.3 Dividend income

8.3 8.3 8.3 Finance gain/(loss)

Other income and expenses

13.1 (4.5) (8.6)

Depreciation and amortisation

(8.5) 8.5

Net interest

(20.4) 20.4

943.6 765.7 177.9 Total revenue

19.5 19.5 0.3 19.2 Interest income

(42.1) (42.1) (2.5) (39.6) Interest expense

(139.2) (139.2) (109.2) (30.0) Staff costs

(158.3) (158.3) (128.8) (29.5) Incentive scheme costs

(91.3) (91.3) (64.1) (27.2) Other administrative expenses

Group profit before tax

532.2 — — — — — 532.2 461.4 70.8 Profit before tax

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Group Financial Performance reconciliation to Group Reportable segments continued

Event

Date

– Ex-dividend date

– 11 June 2026

– Record date

– 12 June 2026

– Last date for dividend reinvestment election

– 10 July 2026

– Last date and time for submitting Forms of Proxy

– 13 July 2026, 10.00am

– AGM and Q1 trading statement

– 15 July 2026

– Payment of final dividend

– 31 July 2026

– Half-year results announcement

– 11 November 2026

Company Information

Stockbrokers

Deutsche Bank AG, London Branch

(trading as Deutsche Numis)

21 Moorfields

London

EC2Y 9DB

Auditor

Ernst & Young LLP

25 Churchill Place

Canary Wharf

London

E14 5EY

Registrars

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS99 6ZY

Registered office

Procession House

55 Ludgate Hill

London

EC4M 7JW

Company registration number

02234775

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Shareholder and Company information

This Annual Report includes statements that are, or may be deemed to be, ‘forward-looking statements’.

These forward-looking statements can be identified by the use of forward-looking expressions, including the

terms ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’, ‘will’ or ‘should’ or, in each case, their

negative or other variations or similar expressions, or by discussions of strategy, plans, objectives, goals,

future events or intentions.

These forward-looking statements include all matters that are not historical facts. They appear in a number

ofplaces throughout this Annual Report and include, but are not limited to, the following: statements

regarding the intentions, beliefs or current expectations of the Directors, the Company and the Group

concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects,

growth, strategies and the industries in which the Group operates.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events

and circumstances. Forward-looking statements are not guarantees of future performance and the actual

results of the Group’s operations, financial condition and liquidity, and the development of the countries and

the industries in which the Group operates may differ materially from those described in, or suggested by, the

forward-looking statements contained in this Annual Report.

In addition, even if the results of operations, financial condition and liquidity, and the development of the

countries and the industries in which the Group operates, are consistent with the forward-looking statements

contained in this Annual Report, those results or developments may not be indicative of results or

developments in subsequent periods. Many of these factors are beyond the control of the Directors, the

Company and the Group. Should one or more of these risks or uncertainties materialise, or should underlying

assumptions on which the forward-looking statements arebased prove incorrect, actual results may vary

materially from those described in this Annual Report.

Except to the extent required by laws and regulations, the Directors, the Company and the Group do not

intend, and do not assume any obligation, to update any forward-looking statements set out in this

AnnualReport.

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Forward-looking statements

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