Annual Report

and Accounts 2023

Intermediate Capital Group PLC

Intermediate Capital Group PLC • Annual Report and Accounts 2023

Strategic report

2 ICG at a glance

4 Our business model

10 Chair’s statement

12 Chief Executive Officer’s review

15 Market environment

18 Key performance indicators

20 Section 172 statement

20 Stakeholder engagement

26 Sustainability and people

30 Task Force on Climate-related Financial Disclosures

53 Non-financial information statement

54 Finance review

66 Group risks

73 Viability statement

Governance report

75 Chair’s introduction to governance

76 The Board’s year

78 Board of Directors

81 Corporate governance

83 Director induction and development

84 Audit Committee report

90 Risk Committee report

94 Nominations and Governance Committee report

97 Remuneration Committee report

103 Annual report on remuneration

115 Governance of remuneration

116 Directors’ remuneration policy

125 Directors’ report

132 Directors’ responsibilities

Auditor’s report and financial statements

133 Auditor’s report

142 Financial statements

150 Notes to the financial statements

Other information

207 Glossary

213 Basis of preparation for GHG emissions statement

215 Carried interest earning funds (unaudited)

216 Third-party AUM (unaudited)

217 Outstanding debt facilities

218 Shareholder and Company information

Our Annual Report for 2023

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 2023.

Visit icgam.com

Contents

Highlights

Ordinary dividend per share (p)

77.5p

(2022: 76.0p)

Number of employees

582

(2022: 525)

Profit before tax (£m)

£251.0m

(2022: £565.4m)

Number of clients

647

(2022: 586)

Third-party assets under management

($bn)

$77.0bn

(2022: $68.5bn)

1. During the year the Group updated its AUM measurement policy, see page 54.

A global alternative

asset manager

ICG is a global alternative asset

manager providing flexible and

sustainable solutions across the

capital structure to help

companies develop and grow.

We manage capital on behalf of

our global client base across four

asset classes.

1ICG | ANNUAL REPORT & ACCOUNTS 2023

Our vision

Global leadership in alternative asset

management focusing on a diversified product

offering and creating value for shareholders,

clients and employees

Our asset classes

Investing across the capital structure to

deliver our strategic objectives

Structured and private equity

Providing structured and equity financing solutions

to private companies

Private debt

Providing debt financing to high-quality

corporate borrowers

Real assets

Providing debt and equity financing solutions in the real estate

and infrastructure sectors

Credit

Investing in primary and secondary credit markets

Read more on page 26 →

ICG AT A GLANCE

Our business

As a global alternative asset manager we help grow our clients’ capital and

provide flexible, sustainable financing solutions to companies. We are well

placed to capitalise on future opportunities and continue to generate long-

term value for our shareholders and clients through:

2 ICG | ANNUAL REPORT & ACCOUNTS 2023

100

150

200

250

300

350

400

FY23FY22FY21FY20FY19FY18FY17FY16FY15FY14FY13

200

£310.7m

FY23FY22FY21FY20FY19FY18FY17FY16FY15FY14FY13

Credit

Real Assets

Private Debt

Structured and Private Equity

17.8

$77.0bn

23.6

27.7

7.9

Fund management

company profit before

tax

£310.7m

Third-party assets

under management

$77.0bn

Delivering long-term growth

ICG generates long-term value through growing assets under management,

generating management fees and increasing fund management company

profits.

$bn

£m

1. During the year the Group updated its AUM measurement policy, see page 54.

3ICG | ANNUAL REPORT & ACCOUNTS 2023

OUR BUSINESS MODEL

What we do

Our purpose is to create value by providing capital to help businesses develop and grow

How we create value

We help grow our clients’ capital and provide flexible, sustainable

financing solutions to companies.

We manage capital, typically in long-term closed-end funds and

across market cycles, on behalf of a global and diverse client base.

We receive fee income for managing our clients’ capital.

We leverage our global footprint, local presence and long track

record to source and execute attractive investment opportunities.

Our long-term success is underpinned by our track record of

investing in attractive opportunities, managing those investments

well, and being disciplined in our approach to realisations.

Read more on page 18 →

Our strategic

objectives enable

us to fulfil our

purpose

We raise capital from clients across a range

of investment strategies

We use our investment

platform and expertise to

secure attractive opportunities

on behalf of our clients

We work with management

teams in our investments to

help develop and grow those

entities, creating value for

clients and shareholders which

is crystallised when those

investments are realised

4 ICG | ANNUAL REPORT & ACCOUNTS 2023

Top 2 – 5 clients: 9%

Largest client: 5%

Top 11 – 20 clients: 13%

All other clients: 65%

Top 6 – 10 clients: 8%

Asia Pacific: 22%

UK and Ireland: 15%

EMEA (excl. UK

and Ireland): 37%

Americas: 26%

Sovereign Wealth Fund: 3%

Fund of Funds: 4%

Endowment/Foundation: 8%

Bank: 7%

Other: 5%

Family Office: 11%

Pension: 33%

Insurance Company: 15%

Asset Manager: 14%

Our business is organised to reflect our emphasis on investment performance, client focus, and operational excellence.

Originate and manage investments on

behalf of our funds, deploying our clients’

capital in line with the stated investment

objectives

Originate and manage client relationships,

market new strategies and subsequent

vintages of existing strategies to our clients

Support the business in areas such as

finance and tax, operations and risk, legal,

compliance and human resources, ensuring

we have a scalable platform

Investment teams Marketing and client relations Corporate and business services

298

223

Client split by geography

We develop long-term relationships and serve a global client base, helping them meet their investment objectives.

Our clients

Our strategies

Our people

Client diversification

Client split by type

1. Weighted by % of third-party AUM, excluding CLOs and listed vehicles.

We manage our AUM across four asset classes, providing capital to our portfolio companies across the capital structure in the most appropriate

form to meet their needs.

Contribution to FMC

Our asset classes

Third-party AUM Third-party fee income

Structured and

Private Equity

Provides structured and equity

solutions to private companies,

including both control transactions

and minority investments

strategies

36%

31%

10%

23%

59%

18%

10%

13%

Private Debt

Provides debt financing to

high-quality corporate borrowers

strategies

Real Assets

Provides debt and equity

financing in the real estate and

infrastructure sectors

strategies

Credit

Investing in primary and

secondary credit markets

strategies

Read more on page 54 →

Ability to invest across

the capital structure

We manage AUM across four

asset classes, providing capital

to our portfolio companies

across the capital structure in

the most appropriate form to

meet their needs.

Structured and Private Equity

funds provide capital to private

companies, including both

control transactions and

minority investments.

Private Debt funds provide

debt financing to high-quality

corporate borrowers.

Real Assets funds provide

debt and equity financing in the

real estate and infrastructure

sectors.

Credit funds invest in primary

and secondary credit markets.

Read more on page 54 →

7ICG | ANNUAL REPORT & ACCOUNTS 2023

OUR BUSINESS MODEL CONTINUED

Our track record of growth

ICG was founded in 1989 on the principles of flexible capital solutions, specialist

experience and local knowledge. The values we established back then still hold true today.

We are as proud of our long-term relationships with our clients and portfolio companies,

and the diversity of our thinking, as we are of our returns.

Over time, we have broadened our specialist strategies and our global reach.

2012

Refocus of corporate strategy

In 2010 ICG refocuses its corporate

strategy, developing a third-party

investment business and building a

dedicated client function.

In 2012 we launch our inaugural

direct lending strategy, creating a

European market leader in response

to the lack of capital provision by

traditional lenders.

2014

Expansion continues

The founding members of our

Strategic Equity team join ICG,

launching a future flagship strategy.

Development of our Real Assets

business continues with the

completion of the acquisition of

Longbow, a UK real estate financing

business.

2015 - 2017

A new fundraising record and changes

in leadership

Europe Fund VI sets a new ICG record

closing at €3bn in 2015 and two years

later, our second direct lending vintage,

Senior Debt Partners III, raises €5.2bn.

Graphite Enterprise Trust, a private equity

investment trust and one of ICG’s

founding shareholders 26 years earlier, is

acquired in 2015, becoming the ICG

Enterprise Trust – a FTSE250 company in

its own right.

As Christophe Evain retires in 2017,

Benoît Durteste becomes Chief Executive

Officer and Chief Investment Officer.

Track record of growth in assets under management

2012

AUM

$12.2bn

2013

AUM

$13.7bn

2014

AUM

$13.8bn

2015

AUM

$19.2bn

2016

AUM

$23.04bn

8 ICG | ANNUAL REPORT & ACCOUNTS 2023

2018 - 2019

Enhancing diversity and inclusion

We set clear priorities around inclusion —

firm goals to foster a workplace in which

each individual is supported to succeed

and be themselves. ICG signs the Women

in Finance Charter, which includes a

commitment to having 30% of

management roles filled by women by

2023. We enter into a partnership with teh

British Universities and Colleges Sport

(BUCS) to support the next generation of

female leaders across the UK and

establish a ‘returnship’ programme for

women who re-enter the financial services

industry after extended career breaks.

We continue to drive impressive success

as Europe VII closes at €4.5bn and

fundraising across all strategies totals

€10.1bn for the fiscal year.

In 2019, Vijay Bharadia is appointed Chief

Finance and Operating Officer and

Executive Director.

2020

Fast growth and a focus on

Environmental, social, and

governance (ESG)

In 2020 we launch an inaugural €500m

Eurobond and Antje Hensel-Roth joins the

Board as Chief People and External Affairs

Officer.

As the Covid-19 pandemic comes to a

head, we work hard to continue to deliver

outstanding performance. Our focus on

managing our business based on inclusion

and responsibility becomes ever more

important amid enormous challenges on

the physical and mental wellbeing of our

teams, our stakeholders and partners.

At the end of 2020, we win the Financial

News Alternatives Provider of the Year

award, and ICG achieves its highest-ever

score in the annual UN backed Principles

for Responsible Investment (UN PRI)

responsible investing assessment.

2023

Delivering growth through

cycles

Our fund management

company delivers year-on-year

growth in fee-earning AUM, fee

income and profits, and the

balance sheet performs in line

with our expectations during a

period of volatile market

conditions.

We take a long-term view on

investing for future growth,

hiring selectively across the

firm and investing balance

sheet capital in seed assets for

a number of strategies during

the year.

2021 - 2022

Leading on climate

We adopt a commitment to reach

Net Zero in operations by 2040,

using our position of influence to

lead change in our industry.

Our commitment to the Women in

Finance Charter, made in 2018, is

reached two years ahead of the

2023 target, with a 41%

representation of women in UK

senior management roles and 35%

globally.

We are focused on investing

responsibly, operating with purpose,

and leading change in our industry.

2017

AUM

$25.5bn

2018

AUM

$35.3bn

2019

AUM

$36.2bn

2020

AUM

$50.0bn

2021

AUM

$59.6bn

2022

AUM

$72.1bn

2023

AUM

$80.2bn

1. During the year the Group updated

its AUM measurement policy,

see page 54.

9ICG | ANNUAL REPORT & ACCOUNTS 2023

CHAIR’S STATEMENT

Building and scaling a platform

I believe the

investments we

have made give us

substantial runway

to continue to grow

in the coming years,

and that in many

respects ICG is still

at the beginning of

its journey.

To my fellow shareholders,

It is a pleasure to write to you as Chairman of ICG, a role I am

honoured to have taken on in January 2023. I would like to start by

expressing my gratitude on behalf of the Board to Andrew Sykes,

who fulfilled the duties of Interim Chairman while the search for a

permanent Chairman was undertaken. I look forward to his continued

insight and guidance around the Board table in his role as Senior

Independent Director.

Since Andrew’s letter last year, geopolitical and economic

uncertainty has continued to rise. The economic landscape has

become increasingly complex, with inflation reaching multi-year

highs in a number of countries, which has in turn forced central

banks to raise interest rates at a time when many economies are

slowing down. Today, the outlook remains nuanced. Certain

countries and sectors are more vulnerable, while others are

demonstrating significant resilience.

Elevated levels of uncertainty present difficulties for Boards. Many

businesses, ICG included, can react tactically in the short term as

opportunities present themselves. However, to create long-term

value, they are required to make strategic decisions around

allocating economic and intellectual capital, and then to pursue these

vigorously and consistently over a number of years. An unclear

outlook and an increasing cost of capital make these decisions more

challenging, and we have seen some of the implications of this

during the last twelve months in elevated volatility within public

markets, a transfer of value from equity to debt, reduced valuations

in many sectors, and a slowdown in M&A activity globally.

Against this background, I am comforted that private markets have

shown a remarkable ability to adapt and innovate across economic

cycles. Indeed, ICG’s business model today is the result of a

strategic decision taken over a decade ago to pivot to being a

third-party asset manager – a transition that was pursued with

determination and to great effect. There have been a number of

periods of economic uncertainty during that time since the Global

Financial Crisis, including the Euro crisis, Brexit, and of course

Covid-19 pandemic. Throughout all of these we have focused on

executing a clear strategy of expanding our product offering, client

base, and AUM. This has been delivered consistently and

successfully, and in doing so we have grown and diversified the

sources and robustness of our fee income.

William Rucker

Chair

10 ICG | ANNUAL REPORT & ACCOUNTS 2023

There is always the risk that long-term ambitions get forgotten

during periods of short-term challenge. Concerted efforts to reduce

our environmental impact and to enhance diversity, equity and

inclusion in the workplace must not be seen as optional and “only for

the good times”. I am proud to Chair in ICG an organisation that is

action-orientated in these areas, being amongst the first group of

alternative asset managers to commit to net zero (by 2040) and

exceeding its commitment made under the UK Women in Finance

Charter two years earlier than planned. Of course, many other

initiatives in these areas continue and I am pleased with the progress

we have made over the last 12 months.

As a direct result of these decisions and actions, ICG today is better

positioned – strategically, financially, operationally and culturally –

than at any time in our history. We manage our clients’ assets across

a broad range of products, spanning the entire capital structure

from common equity to senior debt. From the perspective of our

portfolio companies, we are a partner who can provide the most

appropriate form of capital to meet their needs. For our clients, this

diversification allows us to help them achieve their investment

objectives in their alternative asset allocations – whether in

Structured and Private Equity, Private Debt, Real Assets, or Credit.

For shareholders, the diversity of our business is a powerful driver

of resilience and growth, providing multiple avenues to increase our

AUM and thereby develop further long-term streams of management

fee income.

A consequence of our business and financial model is that we are

able to sustain business activity across economic cycles, and this is

visible in the results we report for FY23. We continued to deploy and

realise our clients’ capital, and recorded year-on-year growth across

AUM, fee income, FMC PBT and the distributions made to our

shareholders

Our confidence in the long-term and through-cycle prospects of ICG

is underlined by our simplification of the dividend policy to being

progressive. We are also stating the we intend over the long-term to

increase the dividend per share by at least mid-single digit

percentage points on an annualised basis. The breadth and scale of

ICG today allows us to have this dividend policy as an integral part of

our approach to capital allocation, running alongside commitments

to our funds and using our balance sheet to seed new strategies.

None of this is instant. Building and scaling a platform that generates

compounding growth over the long-term takes time, and that is

precisely what we are doing at ICG. In recent months, Andrew Sykes

and I have had a number of discussions with shareholders in a variety

of forums. We have both been encouraged by the level of

engagement around ICG; the clear understanding our shareholders

have of the business; and the thoughtful, long-term view with which

they approach ICG’s strategy and our potential to generate

long-term equity value. I look forward to more discussions with

shareholders and our broader stakeholders in the coming months.

Post year-end there were two changes to the Board. Kathryn Purves

stepped down after nine years as a Non-Executive Director, during

which time she made a wide-ranging contribution including chairing

the Risk Committee and more recently serving as Senior Independent

Director. We also announced the appointment of David Bicarregui,

who joined ICG in April and who will take up the role of CFO in July,

replacing Vijay Bharadia. I would like to pass on my and the Board's

thanks to Kathryn and to Vijay for their significant contributions to

ICG.

The last twelve months have demonstrated the strategic and

financial benefits of our scale and diversification. Notwithstanding

our strong historical growth, I believe the investments we have made

give us substantial runway to continue to grow in the coming years,

and that in many respects ICG is still at the beginning of its journey.

Mindful of the uncertainty and volatility we may face in the future, we

are well positioned to navigate complex markets for the benefit of

our clients, portfolio companies and shareholders.

Over a number of decades I have watched and admired ICG’s

growth and development from afar. I am excited at the prospect of

being actively involved in its future, and look forward to working with

the ICG team, our shareholders and other stakeholders in the years

to come.

William Rucker

Chair

OUR GROUP

We are global, but multi-local rather than

multinational

582 employees

16 countries

1. Including the proposed final dividend of 52.2p for the year ending 31 March 2023

11ICG | ANNUAL REPORT & ACCOUNTS 2023

CHIEF EXECUTIVE OFFICER’S REVIEW

Predictability in unpredictable markets

ICG has performed

strongly over the last

twelve months on both

a strategic and financial

level.

Benoît Durteste

CEO and CIO

The last twelve months have been a busy and successful period for

ICG. Our scale and breadth have enabled us to capture

opportunities in a dynamic market environment. The investment

landscape and client appetite have shifted towards our areas of

particular expertise such as structured transactions, private debt

and infrastructure. We have continued to execute successfully on our

strategy of growing up and growing out, and have invested

selectively across the organisation to augment our investment teams,

marketing and client relations offering, and to enhance our operating

platform. By investing today, we are positioning ourselves to benefit

from what could be a rapid and significant rebound in private

markets activity when conditions become less volatile, and when the

market could continue to further concentrate around scaled, broad

managers.

Over the last year we have developed opportunities that embed

further long-term growth potential. The single largest contributor to

fundraising this year was our direct lending strategy, Senior Debt

Partners, which raised $3.3bn during the financial year ended

31 March 2023 (FY23) and which is continuing to fundraise – an

already-successful strategy that became incrementally attractive

both to clients and portfolio companies given its exposure to

floating rate debt and its ability to provide debt financing when many

other sources were not available. The year saw the final closes of

three funds (all at or above their original hard-caps) which in

aggregate account for $13.2bn of third-party AUM

at 31 March

2023, including Europe VIII closing with almost twice as much capital

committed from clients as the previous vintage. We launched second

vintages of Infrastructure, Europe Mid-Market and Sale and

Leaseback; marketed a number of first-time funds; hired new teams

for future strategies, including Infrastructure Asia and Real Estate

Asia; and invested £214m of our balance sheet capital to seed a

number of future strategies.

The financial results we are reporting today reflect this strong

strategic performance. Third-party fee income for the year was

£501.0m, up 12% compared to FY22 (with management fees up 23%),

and record Fund Management Company (FMC) profit before tax

was £310.7m, up 9% compared to FY22. Our diversified and robust

balance sheet is performing in line with our expectations, generating

NIR of 4% over the twelve months. At 31 March 2023 the balance

sheet had net gearing of 0.50x and total available liquidity of £1.1bn.

The Board has declared a final dividend of 52.2p per share, bringing

total dividends for the year to 77.5p per share, an increase of 2%

compared to FY22. Over the last five years, ordinary dividends per

share have grown at an annualised rate of 21%, and the Board is

reaffirming its commitment to a progressive dividend policy.

1. Europe VIII ($8.3bn), Asia Pacific IV ($0.9bn), Strategic Equity IV ($4.0bn)

2. Includes the impact of a policy change in FY23 which increased third-party AUM by $3.1bn and fee-earning AUM by $0.5bn

12 ICG | ANNUAL REPORT & ACCOUNTS 2023

The nature of our business is that

we generate growth and value over

the long-term, and in recent years

we have successfully scaled and

broadened our product offering

and client franchise. We have raised

a total of $33bn so far in this

fundraising cycle since the

beginning of FY22, and are on track

to meet our accelerated fundraising

guidance of at least $40bn

cumulatively from FY22 to FY24. We

now manage $77bn of client capital,

up 15%

in the year and 19%

on an

annualised basis over the last five

years. Over the same period our

third-party fee income has grown at

an annualised rate of 25% and our

FMC profit before tax at 27%. Our

balance sheet has delivered

long-term value for our

shareholders, generating a

five-year average net investment

return of 11.2% and a NAV per share

annualised growth rate of 9.7%

over the same period.

Successful execution of our strategies around Sustainability and

Diversity, Equity and Inclusion (DEI) are important components of

our ability to generate value for our clients and portfolio companies.

In January we published our latest Sustainability and People Report,

detailing our achievements over the last twelve months and our areas

of future focus. I was delighted to welcome a new Global Head of

Sustainability and ESG in an enhanced role during FY23, and we are

rapidly building on an already-strong position. At the first

anniversary of ICG’s commitment to be net zero by 2040, nine

portfolio companies have set science-based greenhouse gas (GHG)

emissions reduction targets: 15% of relevant investments in our first

year alone. Furthermore, many other portfolio companies have

advanced their target-setting plans, placing us on track to achieve

our interim target of 50% of relevant investments having such targets

by 2026. Our achievements in the areas of Sustainability and ESG are

recognised in our public ESG ratings, and for the first time ICG

became a member of Dow Jones Sustainability Indices (DJSI)

Europe as a result of our assessment by Standard and Poor's (S&P)

Global CSA. In the related area of DE&I, we were delighted to be

top-ranked for Private Equity globally in the Honordex, measuring

DE&I efforts and outcomes. This sits alongside extensive work

around enhancing DE&I not just for ICG but across our industry,

including through a comprehensive charity framework designed to

increase career access to our industry for underprivileged groups.

How we grow to $100bn AUM and beyond

Our growth strategy is built on the breadth of our

product offering, the strength of our investment track

record, and our ability to retain and grow our client base.

We grow by raising larger successor vintages of existing

strategies (growing up), and bringing new strategies to

market (growing out), thereby building an attractive and

increasingly broad waterfront of strategies.

Growing up is very asset-light with significant

operational leverage.

Growing out broadens our product offering and revenue

streams, increasing the size of the Group’s addressable

market and diversifying its future growth profile.

By managing these two routes of growth effectively

and efficiently, we create significant long-term value.

Grow

existing

strategies

ICG

balance

sheet

Develop

new

strategies

ICG's business model today therefore provides a high degree of

stability and visibility, which is particularly powerful during periods

of volatility such as we have experienced over the last twelve months.

At 31 March 2023 we had $62.8bn of fee-earning AUM, with an

indicative annualised management fee generation potential of

~£459m, and a further $14.7bn of AUM that is not yet fee-earning

which, when deployed, has the indicative potential to generate

~£116m of annualised management fees.

Our ability to deliver attractive returns for our clients underpins our

future success. Our portfolio companies are generally continuing to

show strong operational performance, with those in our European

Corporate strategy for example showing LTM EBITDA growth of

13% and those in direct lending (SDP) showing LTM EBITDA growth

of 20%. We are reporting increases in fund valuations across many of

our strategies for the period; very low loss ratios with historically

high returns in debt strategies; and attractive life-to-date IRRs,

MOICs and DPIs in strategies with equity exposure. During the year

we realised $6.9bn of third-party fee-earning AUM at a realised

annualised return of 18.7%

, further anchoring the performance of

our funds. The track records we are developing today are important

components of marketing future vintages, and we continue to pay

very close attention to portfolio management to reinforce our track

record.

3. Return achieved on full realisations, weighted on original invested cost

13ICG | ANNUAL REPORT & ACCOUNTS 2023

Looking to FY24 and beyond, I remain excited by our prospects. We

reiterate our fundraising target of at least $40bn cumulatively from

FY22 to FY24, and we will be marketing a number of first-time and

follow-on vintages in the coming year. We will invest for the future,

across our product offering, client franchise and operating platform.

We are well placed to deploy capital in dynamic market conditions,

with $20.9bn of dry powder at 31 March 2023 and local origination

teams with exceptional market access, supported by a disciplined

investment process. We have hundreds of companies across our

portfolio, giving us access to a large number of datapoints on the

performance of businesses across geographies and sectors,

enabling us to spot trends early and understand more holistically

how investment opportunities might perform. In the near-term,

transaction volumes might remain slower in the broader market. ICG

is well positioned to execute on opportunities that are particularly

attractive today, including in structured transactions, private debt

and real assets.

Longer-term, I expect the structural demand for private markets to

remain intact, and it was good to welcome many of you to our

shareholder seminar in January on fundraising and client strategy.

For portfolio companies, the attractions of private capital are largely

unimpacted by the broader macroeconomic context: bilateral

bespoke agreements; being capitalised by investors with substantial

dry powder to support future growth; and an ability to focus on

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

longer-term value creation. For clients, lower volatility, higher

returns, longer duration, and investments in parts of the economy

that cannot be accessed through public markets continue to make

allocations to private markets an important component of a long-

term asset allocation strategy. Our strategy of "growing up" and

"growing out" has enabled us to capture a growing breadth of the

market and has generated significant value for shareholders,

accelerated by our strong balance sheet. I see ample runway for

many years of profitable growth by continuing to execute

successfully on our strategy.

I believe there will be substantial rewards for the winners emerging

from this era of higher interest rates, inflation and macro uncertainty.

To be amongst that group, private markets managers will need

sufficient scale to be relevant, a broad product offering, a

differentiated origination capability, a track record of managing

portfolios to generate value through cycles, and a sophisticated

client strategy and operating platform.

ICG possesses all of those qualities. Today we are larger, broader,

more financially resilient, and the FMC more profitable than at any

point in our history, and I believe we are well positioned to navigate

the future for the benefit of our clients, portfolio companies and

shareholders.

Benoît Durteste

CEO and CIO

2023 performance summary

We have made strong progress during the year against our strategic objectives

• Total AUM of £80.2bn with record fundraising of $10.2bn

• Sustained investment activity across our business

• Third-party fee income: £501m during the period, an increase

of 12% compared to FY22

• Fund Management Company profit before tax of £310.7m an

increase of 9% compared to FY22

• Total dividends for FY23 of 77.5p per share, an increase of

2% compared to FY22 and the thirteenth consecutive annual

increase in ordinary dividend per share

Grow AUM

$10.2bn

Record third-party AUM raised,

bringing total AUM to $80.2bn

Invest

$10.5bn

Record third-party AUM deployed

from our direct investment funds

Manage and realise

$5.3bn

Continued value creation within our

portfolio, realisations of $5.3bn of

third-party fee-earning AUM within

direct investment funds

14 ICG | ANNUAL REPORT & ACCOUNTS 2023

Market environment

Market

Economic growth Inflation Interest rates

Description

• Broadly, the economic outlook became more challenging

during the majority of 2022 due to a number of factors

including inflation, interest rates, geopolitical tension and

public market volatility. According the International Monetary

Fund’s (IMF) July 2022 report, “a tentative recovery in 2021

was followed by increasingly gloomy developments in 2022

as risks began to materialize. Global output contracted in the

second quarter of 2022, owing to downturns in China and

Russia, while US consumer spending undershot

expectations.” In April 2023, they reported that “On the

surface, the global economy appears poised for a gradual

recovery…. Below the surface, however, turbulence is

building and the situation is quite fragile.”

• On a global level the IMF expects growth to be 2.8% in 2023

and then rise modestly to 3.0% in 2024, although with

considerable variation between geographies.

• The spectre of inflation continued during

2022, with US Consumer Price Index growth

reaching its highest levels in 40 years. In the

US, the consumer price index rose 5.0% in the

12 months to 31 March 2023 (12 months to

31 March 2022: 8.5%); and Euro Area CPI was

6.9% (12 months to 31 March 2022: 7.4%).

• The notable shift in inflation narrative during

the year was in the debate around how

entrenched higher inflation is likely to be. At

the start of 2022, expectations were more

anchored in a transitory period of higher

inflation. That shifted rapidly towards a

concern that higher inflation could last for

longer. With many central banks targeting

nominal inflation, such concerns led to a rapid

shift in interest rate policy.

• The period of near-zero interest rate policy

for over a decade post the Global Financial

Crisis came to dramatic end – at least for now

– during 2022. In response to increasing

concerns about inflation, central banks

globally moved swiftly during the second half

of 2022 to increase rates, with a rapid series

of 75bps rises in the US and other marked

increases from central banks globally.

• Raising interest rates against a broader

background of a slowing global economy is

likely to be a challenging balance act for

central banks, with three possible outcomes:

a so-called “hard landing”, where higher rates

trigger a recession; a “soft landing”, where

central banks hold rates high enough to

contain inflation but low enough to keep

economic growth positive; and “stagflation”,

where rates are low enough to prevent a

recession but too low to contain inflation–

risking a period of low growth, moderate-to-

high inflation and interest rates, and a

stagnant economy.

What this means for ICG

• Our range of investment strategies and ability to invest

across the capital structure mean that we are well-positioned

to invest throughout economic cycles.

• As part of our due diligence when making investments, our

investment professionals model how potential portfolios are

likely perform during a range of scenarios including a

downturn. As such, as a reduction in global growth is always

factored into our investment case.

• From a shareholder perspective, management fees on our

closed-end funds are almost always charged either on

committed capital or invested capital, so are not impacted by

movements in fund valuations. Our balance sheet invests

alongside our funds and therefore its performance will be

correlated to the performance of the funds.

• High inflation could make it harder for clients

to achieve a ‘real return’, potentially making

alternatives more attractive and supporting

incremental client demand.

• Certain of our investment strategies – such as

Infrastructure – are also potentially more

attractive in an inflationary environment. Our

investment management activities factor

inflation risk into investment decisions that we

make and how we engage with portfolio

companies during our period of ownership.

• At the Group level our largest costs are

employee costs, and we continue to ensure

we hire selectively and remain competitive as

an employer.

• The main driver of our profitability and

growth is third-party fee income, which is not

directly impacted by movements in interest

rates.

• Our direct lending strategy, Senior Debt

Partners, provides ‘floating rate’ debt to

portfolio companies; in periods of higher

interest rates, this strategy is generating

higher returns for our clients. From a portfolio

company perspective, we take a conservative

approach to leverage when investing in equity

or debt and we will typically require our

portfolio companies to hedge a portion of

their interest rate exposure.

• All of the term debt at the ICG plc level is fixed

rate.

Our business model page 4 →

Our management fees page 58 →

The valuation of our balance sheet page 60 →

Our debt facilities page 217 →

Sources: Bain – 2023 Global Private Equity Report; Preqin – Future of Alternatives 2025

15ICG | ANNUAL REPORT & ACCOUNTS 2023

Industry

Market activity Fund raising

Description

• 2022 was very much a “year of two

halves” in private market activity. The first

six months continued at broadly the same

pace as the record-breaking 2021,

despite increasingly persistent inflation,

the invasion of Ukraine and rising

broader geopolitical tensions. In June

– when the Federal Reserve issued the

first in a series of 75bps increases in

interest rates – credit became scarcer

and more expensive, public market

valuations came down materially in

several sectors, and transaction velocity

in private markets slowed substantially.

• Globally the net result was still the

second largest year in terms of buyout

values historically, but a reduction of 35%

compared to 2021 and very much

weighted to the first half of the year.

• Aggregate transaction value in North

America and Europe were each down by

~30% year-on-year, with APAC down

59% due in part to Covid-related

restrictions. Buyout transaction count

reduced by a more modest 10%

compared to FY22 – the mid-market

space proving more resilient than the

‘mega buyouts’ – average deal value

globally reduced by 23% from $1,245m to

$964m.

• “The long-term outlook for fund-raising

remains exceedingly bullish” state Bain &

Company in their Global Private equity report.

Indeed, 2022 saw $1.3tn raised globally – the

second-highest total ever. It was 10% down

compared to 2021, but 6% higher than the 2017

-2021 average.

• Increased macroeconomic uncertainty, lower

public valuations, a slowdown in realisations,

and the substantial levels of capital committed

to private markets in recent years led to more

caution from Limited Partners during the year.

The picture however was nuanced, with

buyouts raising 5% less than their 2017 – 2021

average while infrastructure raised 46% more

and direct lending 37% more.

• The longer-term drivers for private markets as

a whole remain intact. Again according to Bain

& Company’s 2022 report, “Private market

returns… are outpacing public returns over

every time horizon, while alternative funds

provide access to the broad global economy

and the fullest range of asset classes. These

advantages explain why private markets

continue to grow relative to the public

markets.”

What this means for ICG

• Lower transaction activity across the

market impacted the pace of deployment

and realisations in many of our funds

during FY23 – although deployment

within our direct lending strategy (Senior

Debt Partners) benefited due to the

scarcity of other forms of debt finance.

• While slower deployment over the

medium term extends fundraising cycles,

lower realisations mean that we earn

management fees for longer.

• Our diversity of strategies is a strategic

advantage from a fundraising perspective as it

allows us to help clients meet their investment

objectives across a wide range of funds and

across economic cycles.

• Our balance sheet also provides support to

fundraising, demonstrating clear alignment

with clients and enabling us to provide seed

capital to new strategies.

• In the shorter term, a more challenging

fundraising market is likely to benefit

incumbent managers with strong brands and

track records – a trend from which we expect

ICG to benefit.

• The longer-term structural tailwinds

supporting our AUM growth are expected to

remain in place, and we have the platform and

expertise to successfully execute on the

opportunity.

Investment activity in FY23 page 56 →

Our management fees page 58 →

Our range of strategies page 5 →

Fundraising in FY23 page 55 →

Sources: Bain – 2023 Global Private Equity Report; Preqin – Future of Alternatives

2025

ICG is well positioned to benefit from

private market trends

Strong track record of investment

performance

Read more on page 54 →

Structured and holistic approach to

responsible investing

Read more on page 4 →

MARKET ENVIRONMENT CONTINUED

16 ICG | ANNUAL REPORT & ACCOUNTS 2023

An exciting future

Broad product offering

Differentiated

origination capability

Track record of

generating value

through cycles

How we are positioned

Successfully fundraising,

growing AUM, and increasing

profits from our fund

management activities underline

the powerful economic

characteristics that underpin

ICG’s resilient business model

today.

We are well positioned to

navigate an exciting future with

many opportunities likely to

arise as the economic landscape

continues to evolve.

17ICG | ANNUAL REPORT & ACCOUNTS 2023

KEY PERFORMANCE INDICATORS

Measuring progress

Total AUM

($bn)

$80.2bn

Rationale Rationale

Raising third-party funds is

one of the leading indicators

of the Group’s profitability.

We expect to raise at least

$40.0bn in aggregate over

FY22 to FY24.

The weighted-average

management fee rate on

fee-earning AUM is a measure

of profitability.

Fee rates vary across our

strategies. The weighted-

average fee rate will depend

on the composition of

fee-earning AUM.

The FMC operating margin is a

measure of the efficiency of our

fund management activities.

The Group has invested

substantially in its growth and

the return on this investment is

measured through the operating

margin. The Group is targeting

a margin above 50% for its fund

management business.

Direct investment funds have

a defined investment period.

We monitor progress against

a straight-line deployment

basis as an indicator of timing

for any subsequent fund

raising.

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.

Details of the hurdle rate per

fund can be found on page 215.

We believe a more diverse

and inclusive workforce will

enhance the delivery of our

strategic objectives and

shareholder value. We have

pledged to increase the

number of women in senior

management roles in an

industry in which senior

investment positions are

predominantly held by men.

Return on equity reflects the

post-tax performance of the

Fund Management Company

and the Investment Company

as well as the level of balance

sheet equity.

The Group’s ability to pay

dividends and return value to

shareholders is a measure of its

ability to generate returns from

managing third-party funds.

The Group’s dividend policy is

progressive. Over the long-

term, the Board intends to

increase the dividend per share

by at least mid-single digit

percentage points annually.

Outcome Outcome

Total AUM of $80.2bn up

14% compared to FY22 on a

constant currency basis.

Third-party fundraising in

line with guidance at

$10.2bn; on track to meet

accelerated fundraising

target of $40bn.

The effective management fee

rate on our fee-earning AUM

at the period end was 0.90%

(FY22: 0.88%). The increase

was due to the fundraising

within Structured and Private

Equity in strategies with

higher fee rates charging fees

on committed capital as well

as a positive mix effect in

other asset classes.

The FMC operating margin of

57.5% (FY22: 55.8%) was

materially above our medium-

term guidance of above 50%,

driven in part by catch-up

fees and a strong focus on

cost control.

During the period we

deployed a total of $10.5bn of

AUM on behalf of our direct

investment funds

(FY22:$15.0bn).

Our strategies continued to

perform strongly. The

outcome for the year on this

KPI is in line with our long-

term average.

Following a change in

management organisation

during the year the Group has

maintained its gender

diversity above the Women in

Finance target.

Group profit after tax of

£229.3m (FY22: £538.0m)

driven by an increased FMC

profit before tax of £310.7m

(FY22: £286.2m) offset by an

IC loss of £52.6m (FY22:

Profit £282.6m), and a higher

group effective tax rate of

11.2% (FY22:5.4%).

Group net asset value was

largely unchanged at £1,977m

(FY22: £1,995m).

Our progressive dividend

policy has been maintained,

with a 2% increase in dividend

per share compared to FY22.

Over the last five years our

ordinary dividend per share

has increased at an annualised

rate of 21%.

Deployment of direct

investment funds (%)

Strategic alignmentKey to funds

North America

Private Debt Fund II

Infrastructure Equity Fund I

Real Estate Partnership

Capital VI

Europe Mid-Market Fund

Sale & Leaseback Fund I

Strategic Equity Fund IV

Asia Pacific Fund IV

Alternative performance

measures - see page 54

Weighted-average fee

rate (%)

0.90%

FMC operating margin

(%)

57.5%

2019

New third-party AUM

2020 2021 2022 2023

9.7

11.3

10.6

10.2

22.5

36.2

50.0

59.6

80.2

72.1

2019 2020 2021 2022 2023

0.78

0.79

0.81

0.90

0.88

2019 2020 2021 2022 2023

52.3

53.6

52.1

57. 5

55.8

20 40 60 80 100

100

% deployed

% investment period

1. During the year the Group updated its AUM measurement policy, see page 54.

18 ICG | ANNUAL REPORT & ACCOUNTS 2023

Rationale Rationale

Raising third-party funds is

one of the leading indicators

of the Group’s profitability.

We expect to raise at least

$40.0bn in aggregate over

FY22 to FY24.

The weighted-average

management fee rate on

fee-earning AUM is a measure

of profitability.

Fee rates vary across our

strategies. The weighted-

average fee rate will depend

on the composition of

fee-earning AUM.

The FMC operating margin is a

measure of the efficiency of our

fund management activities.

The Group has invested

substantially in its growth and

the return on this investment is

measured through the operating

margin. The Group is targeting

a margin above 50% for its fund

management business.

Direct investment funds have

a defined investment period.

We monitor progress against

a straight-line deployment

basis as an indicator of timing

for any subsequent fund

raising.

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.

Details of the hurdle rate per

fund can be found on page 215.

We believe a more diverse

and inclusive workforce will

enhance the delivery of our

strategic objectives and

shareholder value. We have

pledged to increase the

number of women in senior

management roles in an

industry in which senior

investment positions are

predominantly held by men.

Return on equity reflects the

post-tax performance of the

Fund Management Company

and the Investment Company

as well as the level of balance

sheet equity.

The Group’s ability to pay

dividends and return value to

shareholders is a measure of its

ability to generate returns from

managing third-party funds.

The Group’s dividend policy is

progressive. Over the long-

term, the Board intends to

increase the dividend per share

by at least mid-single digit

percentage points annually.

Outcome Outcome

Total AUM of $80.2bn up

14% compared to FY22 on a

constant currency basis.

Third-party fundraising in

line with guidance at

$10.2bn; on track to meet

accelerated fundraising

target of $40bn.

The effective management fee

rate on our fee-earning AUM

at the period end was 0.90%

(FY22: 0.88%). The increase

was due to the fundraising

within Structured and Private

Equity in strategies with

higher fee rates charging fees

on committed capital as well

as a positive mix effect in

other asset classes.

The FMC operating margin of

57.5% (FY22: 55.8%) was

materially above our medium-

term guidance of above 50%,

driven in part by catch-up

fees and a strong focus on

cost control.

During the period we

deployed a total of $10.5bn of

AUM on behalf of our direct

investment funds

(FY22:$15.0bn).

Our strategies continued to

perform strongly. The

outcome for the year on this

KPI is in line with our long-

term average.

Following a change in

management organisation

during the year the Group has

maintained its gender

diversity above the Women in

Finance target.

Group profit after tax of

£229.3m (FY22: £538.0m)

driven by an increased FMC

profit before tax of £310.7m

(FY22: £286.2m) offset by an

IC loss of £52.6m (FY22:

Profit £282.6m), and a higher

group effective tax rate of

11.2% (FY22:5.4%).

Group net asset value was

largely unchanged at £1,977m

(FY22: £1,995m).

Our progressive dividend

policy has been maintained,

with a 2% increase in dividend

per share compared to FY22.

Over the last five years our

ordinary dividend per share

has increased at an annualised

rate of 21%.

Percentage of realised

assets exceeding

performance hurdle (%)

89.5%

Return on equity (%)

12.0%

Ordinary dividend per

share (p)

77.5p

UK senior management

gender diversity (%)

35.3%

Details of our Executive Director KPIs are shown on page 103 →

2019

Number of realisations

2020 2021 2022 2023

91.7

92.0

88.2

89.5

89.3

2019 2020 2021 2022 2023

18.8%

43.8%

42.1%

35.3%

41.2%

2019 2020 2021 2022 2023

20.0

7.9

32.9

12.0

30.8

2019 2020 2021 2022 2023

45.0

50.8

56.0

77. 5

76.0

19ICG | ANNUAL REPORT & ACCOUNTS 2023

Our key stakeholder groups

The Directors consider that the following

groups are the Group’s key stakeholders.

The Board seeks to understand the

interests of each stakeholder group so

that these may be properly factored into

the Board’s decisions. We do this through

various methods including direct

engagement by Board members where

relevant; receiving reports and updates

from management; and receiving input

and counsel from external experts as

appropriate.

STAKEHOLDER ENGAGEMENT

Engagement with our stakeholders

Section 172 statement

As required by the Companies Act 2006, the Directors have

had regard to wider stakeholders’ needs when performing

their duties under s.172. In particular, the Directors recognise

the importance of acting in a way that promotes the long-term

success of the Company to the benefit of its members as

a whole.

We set out on the following pages how the Directors

considered the interests of stakeholders. The clearest

example of this is in capital allocation and the use of our

balance sheet to support the long-term growth of our Fund

Management Company.

During the year, in their decision making, management and the

Board balanced a number of considerations including:

• Alignment of the Group’s interests with its clients, co-

investing in our strategies alongside our clients, while

seeking to reduce the Group’s commitments in the longer

term where appropriate

• The longer-term prospects of new funds, what quantity

of third-party AUM such funds and future vintages are

likely to attract, and the management fee generation of such

new funds

• Maintaining robust capitalisation, with strong liquidity,

mindful of our long-term ambition to have zero net gearing

• The prevailing market conditions and macroeconomic

forecasts

Read about how the Board engages with stakeholders on page 21

20 ICG | ANNUAL REPORT & ACCOUNTS 2023

Shareholders and lenders Clients

Why is it important to engage?

Effective access to capital is crucial for the success of the Group,

and fostering a supportive investor base that is interested in the

long-term prospects of the Group is of strategic importance.

We seek to foster a two-way dialogue with both current and

potential shareholders and lenders.

We strive to communicate clearly to them our performance and

prospects.

We also seek to understand their views on our industry and our

business so that these perspectives can be factored into

management and Board decisions.

Clients entrust us with their capital to invest on their behalf. The

single largest driver of our long-term growth is continuing to

attract increasing levels of capital from our clients and growing our

client base.

Ensuring that we understand our clients’ needs and serve them

appropriately is fundamental to the success of the Group.

How have the Board and management engaged?

The Group conducts an active Investor Relations programme,

engaging with shareholders, lenders and rating agencies

throughout the year using a variety of channels. During FY23 these

included one-on-one and group meetings, shareholder

roadshows following results and on an ad hoc basis (in a number

of geographies), and shareholder dinners (including with

Non-Executive Directors and members of the management team).

The Board and management receive feedback on shareholder and

lender views directly from our shareholders, rating agencies and

balance sheet finance providers, the Group’s Shareholder Relations

function and from third parties such as our corporate brokers.

The Interim Chair undertook a series of meetings with our largest

shareholders without management present to receive shareholder

feedback on the Group, our growth plan and management.

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 5.

Our in-house marketing team engages regularly with all clients and

potential clients, providing detailed updates on fund performance,

new funds and other business developments, including ESG matters.

We held regular client investor days and investor conferences,

ensuring our clients have access to our in-house distribution team as

well as senior management and members of our investment teams.

What were the key topics of engagement?

• Long-term demand for alternative assets, and the potential

impact of high interest rates and inflation on such demand

• Ability to deliver continued strong growth for shareholders

• Investment performance

• Clear communication of strategies

• Director Remuneration Policy

• Clarity around our balance sheet’s function in driving new business

• Longer-term plans for the Group’s balance sheet gearing

• Designing funds to meet clients’ needs

• Strategy to grow our client base and increase “share of wallet”

of existing clients

• Reporting of portfolio performance

• Integrating ESG considerations into our client reporting and our

investment processes

Outcomes as a result of that engagement

• Increased engagement with current and potential shareholders

both through regular reporting and off-cycle interactions

• Refined our disclosure on the performance of our funds

• Hosted a shareholder seminar on Client and Fundraising

strategy as part of our annual programme of shareholder

seminars

• S&P Ratings upgraded our credit rating in July 2022

• Continued to broaden our expertise and offering of funds to

meet client needs

• Offered successor vintages of established funds to meet client

demand

• Enhanced our monitoring, target setting and reporting for

portfolio companies

• Continued to offer a number of funds with sustainable elements,

including our new Article 9 Life Sciences Fund

21ICG | ANNUAL REPORT & ACCOUNTS 2023

STAKEHOLDER ENGAGEMENT CONTINUED

Employees Suppliers

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.

We work to ensure that our key suppliers are engaged with our

business and that each party understands the approach of the

other.

This enables our suppliers to better meet our needs and us to

understand their perspective, as well as delivering appropriate

oversight of the supplier relationship.

How have the Board and management engaged?

We have a number of formal and informal channels to achieve this,

including a significant employee engagement survey held during

the year, regular whole company business briefings and regular

team meetings.

Amy Schioldager is the NED responsible for employee

engagement, and she held a number of sessions with employees

during the year in individual and group forums.

Details of our employee engagement can be found on page 28.

We 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.

What were the key topics of engagement?

• Growth and development of our employees

• Wellbeing of employees

• Enhancing our agile working arrangements

• Succession planning

• Ensuring that the employee experience is not adversely

impacted by our growth trajectory

• Support for those affected by the cost-of-living crisis

• Ability of key providers, including third-party administrators, to

continue to provide a high-quality and fairly priced service

• Enhancement of ethical and responsible procurement practices

including conducting of Modern Slavery risk assessment of

suppliers

• Building broader relationships with key supplier team

Outcomes as a result of that engagement

• Continued formal engagement with senior management through

“town halls” and more regular videos and information sharing

• Awarded an additional “cost of living” bonus to employees in

lower salary bands, to help support our more vulnerable

employees through the cost-of-living crisis

• Further advanced our employee-led networks during the year,

including ensuring that employees across all our offices globally

are able to actively participate

• Reviewed our policies, including around family building and care

leave, to ensure that employees are able to balance their work

and family lives

• Continued to hold significant global induction events for new

joiners

• Reviewed key supplier contracts

• Reviewed processes with suppliers (both onboarding and the

go-forward relationship) and developed a new and enhanced

ESG assessment process which all new and existing material

suppliers will be required to complete

• Rolled out our Supplier Code of Conduct

• Review of invoice payment process to ensure prompt payment of

suppliers

22 ICG | ANNUAL REPORT & ACCOUNTS 2023

Community Environment

Why is it important to engage?

We are a people business, with offices in 16 countries, investing

money on behalf of clients including pension funds and insurance

companies worldwide.

Our actions may have meaningful and direct impacts on local

communities. It is incumbent upon us to ensure that we actively

cultivate and maintain strong local relationships and help our local

communities share in our success.

We are aware of the impact of our business operations on the

environment. We are seeking to reduce our own negative impact,

and those of our funds’ portfolio companies where relevant.

How have the Board and management engaged?

We carried out a review of our charitable giving and we have

decided to substantially increase our charitable capital allocation.

Details of our focus on environmental matters and climate risk can

be found on pages 30 to 52.

What were the key topics of engagement?

• Identifying the most appropriate way for the Group to positively

impact the wider community

• Continued commitment of employee time to charitable initiatives

• How to integrate climate risks into our corporate and portfolio

management decision making

• The most appropriate and credible way to align the business and

investments to commit to meeting net zero trajectory

• Ensuring that investment decisions are made with appropriate

regard to environmental factors, including our shareholders’,

lenders’, clients’ and regulators’ ESG requirement

Outcomes as a result of that engagement

• Launched new charitable partnership in support of charities

tackling the cost-of-living crisis via the “Million Meals Initiative”

and we also doubled any charitable donations by ICG

employees to these partner charities during the campaign

• Committed £2.5m this financial year to support a variety of

charitable causes

• Continued enhancement of our charitable efforts, with

a targeted approach to support social mobility and early

career development

• Continued to reduce GHG emissions from our operations. Scope

1 and 2 (market-based) emissions decreased by 58% this

reporting period, primarily due to a rise in the number of offices

procuring 100% renewable electricity. This is despite a growth in

the number of employees in the Group and their return to more

frequent work from the office, following the global pandemic

• Committed to support the goal of achieving net zero emissions

across our operations and relevant investments by 2040. The

commitment is supported by targets approved by the Science

Based Target Initiative (SBTi) (see page 30)

23ICG | ANNUAL REPORT & ACCOUNTS 2023

STAKEHOLDER ENGAGEMENT CONTINUED

Regulators

Why is it important to engage?

We are subject to regulation by a variety of financial regulators in a

number of jurisdictions worldwide.

Understanding and adhering to the standards set by these bodies

is of paramount importance to our standing as an asset manager

and to meeting the expectations of our stakeholders.

We mandate our employees to comply with these standards, which

are built into our business practices and processes.

How have the Board and management engaged?

We engage with regulators in a constructive and transparent

manner, completing required filings and other submissions and

acting responsively and thoughtfully to any inbound queries.

What were the key topics of engagement?

We participate in industry bodies and consultations and provide

input to regulators through these and similar channels. Where

requested or appropriate, we engage directly with regulators

on specific topics.

Outcomes as a result of that engagement

• The EU Sustainable Finance Disclosure Regulation (SFDR) has

been one of the most substantive disclosure regimes that

covers our investment activities. For each fund in scope

of the SFDR, we have prepared and made available to investors

precontractual and periodic disclosures, identifying and

communicating the extent of attainment of the promoted

environmental and/or social characteristics or pursued

sustainable objectives by each fund, as relevant and applicable

• Obtained clearer understanding of regulatory requirements in

respect of a number of new requirements

24 ICG | ANNUAL REPORT & ACCOUNTS 2023

Commitment to Community

We remain committed to serving and supporting our

wider community.

Board

The Board made the decision to significantly increase

our charitable contributions. The Board launched a new

“Million Meals Initiative” to support charities

addressing the cost-of-living crisis by allocating

£500,000 of new funding across six leading charities.

The Board has also committed £4m from FY23 to FY25

to support three key partner charities, in addition to

other charitable commitments and increasing the level

of ‘matched giving’ the Company offers its employees.

ICG’s charitable contributions totalled over £2.5m for

the year ending 31 March 2023.

Group

The Group has launched three new partnerships this

year with the charities The Access Project, UpReach

and Seizing Every Opportunity (SEO), with a targeted

approach to support social mobility and early career

development, in line with ICG’s broader values. Further

details can be found in the Remuneration Committee

Report on page 106.

Key considerations:

• Our responsibility to wider society

• Impact of the cost-of-living crisis

• DE&I in the wider community

Continuing to assess the efficiency

of our balance sheet

Board

The Board approves the strategy and business plan of

the Group, which defines the approach to capital

allocation.

The Board reviewed our balance sheet capital allocation

policy with respect to the level of balance sheet

commitment needed to establish a track record to

enable the Group to raise third-party AUM and to

demonstrate alignment of interests between the Group

and its clients by way of co-investment. The Board

decided to reduce the capital intensity of our business

over the longer-term by reducing, where possible, the

Group’s commitments to its funds, while maintaining a

focus on growing third-party AUM.

In determining which strategies capital is allocated to,

consideration is given to the requirements of different

stakeholders. In allocating capital we consider how to

best support the growth of the business for

shareholders; how the widening of our product range

would benefit clients by offering new opportunities;

and how different investment strategies benefit our

potential portfolio companies by giving them access to

capital to support their business and grow.

Group

During the year the Group launched eight funds, with

aggregate balance sheet commitments of circa £800m.

Our balance sheet commitments for Infrastructure Fund

II and Strategic Equity V are smaller than the previous

vintages. In addition, the Group invested £214m in seed

assets for strategies including Life Sciences, LP

Secondaries, US Mid-Market and Real Estate

Opportunistic Equity Europe, with the expectation that

these assets will be transferred to the funds once they

have had a first close. The Group has also sought to

reduce the balance sheet exposure to certain of its

liquid credit strategies during the year, realising £101m

of cash for redeployment to other strategies more in

line with long-term growth drivers of the company.

Key considerations:

• Liquidity and gearing position of the Group

• Market opportunities and conditions

• Long-term AUM and fee potential of strategies

• Aligning the Group’s interests with its shareholders

and clients

Key stakeholders Key stakeholders

25ICG | ANNUAL REPORT & ACCOUNTS 2023

SUSTAINABILITY AND PEOPLE

Generating sustainable value

Over the last year,

against an increasingly

challenging macro

environment, ICG

continued to grow – in

AUM, in client base, in

profitability, and in

number of employees.

We have maintained a

strong focus on

sustainability and

people, as both are

integral to our

continued success.

We develop long-term, resilient relationships to deliver value

for shareholders, clients and employees, and work with our

portfolio companies to foster positive impacts on society and

the environment. We identify the ESG topics most relevant to our

stakeholders, as well as those that align to our company values

and investment ethos, and seek to include them in our investment

strategies, in the companies in which our funds invest, and in

our own operations.

Our focus on sustainability impacts all that we do. During the

year the Group made progress on:

• sustainable investing (read more on page 30)

• our people initiatives (read more on page 28)

• our Scope 1 and 2 absolute emissions reduction target (read more

on page 50)

In addition, we introduced mandatory ESG training for all employees.

Read our Sustainability and People Report →

Our Stewardship Code Statement →

Benoît Durteste

CEO and CIO

Industry initiatives

26 ICG | ANNUAL REPORT & ACCOUNTS 2023

Investing sustainably

Sustainability issues are an important driver of investment value and

a source of investment risk. Effectively implementing our responsible

business practices helps us to deliver long-term value to our

stakeholders. By supporting responsible and sustainable practices in

our investments we can deliver both long-term value and attractive

returns to our clients.

ICG has been a signatory to the UN PRI since 2013 and is an active

contributor to a range of industry collaboration initiatives.

For each investment strategy, we consider ESG issues at every stage

of the investment process – from exclusion, screening and due

diligence to closing, monitoring and eventual exit. The level of our

ability to effect change and influence the portfolio company varies

by asset class, strategy and between investments. However, we

strive to adopt best practice in our approach across all asset classes.

Our Responsible Investing Policy, which covers 100% of our AUM,

is available at www.icgam.com.

Key highlights from our focus on sustainable investing during the year

• Issued first progress update on our approved and validated science-based portfolio coverage target, covering 100% of our

relevant investments (read more on page 48)

• ICG’s proprietary climate risk assessment applied to investment strategies representing 98% of total AUM at the end of FY23

(page 46)

• 96% of capital raised in scope of SFDR, was into Article 8 funds

• Total ESG-linked fund-level financing has risen to $2.8bn, compared to $2.6bn at the end of FY22

• ESG-linked compensation for all ICG portfolio managers

Read our Task Force on Climate-related Financial Disclosures (TCFD) report on page 30 →

Read more about our overall approach to Sustainability in our 2022 Sustainability & People Report at www.icgam.com →

ICG Responsible

Investing

Our approach to responsible investing

27ICG | ANNUAL REPORT & ACCOUNTS 2023

SUSTAINABILITY AND PEOPLE CONTINUED

We are proud of the

excellence, commitment

and diverse

perspectives of our

people. Our culture of

balancing ambition,

performance and

inclusion remains a

cornerstone of our

strategy and a key

driver of our success.

Antje Hensel-Roth

CPEAO

Our people initiatives focus on four areas

Our values support all we do

Performance for our clients

Entrepreneurialism and innovation

Ambition and focus

Taking responsibility and managing risk

Working collaboratively and acting with integrity

Diversity, Equity and

Inclusion (DE&I)

Cultivating a diversity

of perspectives,

improving our teams’

performance

Employee

development

Helping our people reach

their full potential and

building the next

generation of talent

Wellbeing

and benefits

Supporting the physical

and mental wellbeing of

our employees, their families

and dependents

Engagement

and voice

Effective communication

to build and maintain

engagement

Our people

28 ICG | ANNUAL REPORT & ACCOUNTS 2023

Progress in the year

DE&I anchored further – all

leadership development now

incorporates a focus on DE&I and

enhanced training has been

implemented

DE&I Champions Group is bringing

all our employee networks together,

including representatives from all

regions to ensure global connectivity

Extensive efforts to improve access

to our industry for under-

represented groups through a

combination of external bodies and a

clear focus on access and education

in our charitable giving

Ranked #1 globally by Honordex for

DE&I initiatives within the private

equity industry

Comprehensive mentoring and development

programmes for employees throughout all

stages of their careers through our global

development platform, individual programmes,

mentoring, coaching and networks

Introduced a number of new policies to help

colleagues balance work and family lives: Global

Conception and Family Building; Pregnancy

Loss; Primary and Secondary Care Giver Leave;

Carers Leave; and Female Health.

Key employee

metrics

Number of permanent

employees (total)

582

(2022: 525)

Female representation

at Board (%)

36%

(2022: 42%)

(see page 96 →)

Number of permanent

employees (FTE)

579

(2022: 523)

Female representation

in senior leadership (%)

32%

(2022: 35%)

(see page 53 →)

Female representation

in all employees (%)

36%

(2022: 35%)

Employee turnover (%)

16.8%

(2022: 16.0%)

Gender Ethnicity (UK only)

Extensive engagement through bi-annual pulse

surveys, regular focus groups with the

Employee Engagement NED, and roundtables

focused on specific groups and topics

1. This reduction in female representation from 42% in FY22 is a result of Kathryn Purves stepping down as a NED in March 2023 after over eight years of service.

Asian: 15%

Black: 2%

Prefer not to say: 12%

White: 65%

Others: 6%

Female: 36%

Male: 64%

29ICG | ANNUAL REPORT & ACCOUNTS 2023

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES

Climate-related financial disclosures

This report provides the Group’s

climate-related financial disclosures consistent

with the 11 recommendations of the Task Force

on Climate-related Financial Disclosures (TCFD)

and the Financial Conduct Authority (FCA)

climate-related disclosure requirements for

premium listed companies. This report presents

our approach to incorporating climate-related

risks and opportunities into our governance,

strategy, risk management, and metrics and

targets (as per the TCFD-recommended

disclosures), the progress we have made over the

past financial year and key steps we plan to take

next.

ICG began adopting the TCFD recommendations in 2019, and made

its first disclosure in 2020. Since then, we have continued to evolve

our approach, recognising the interconnectivity between our growth

strategy; the evolving expectations of our shareholders, clients,

regulators, and other stakeholders; and the emergence of best

practice in our industry.

Over the past financial year, we have:

• further reinforced alignment and accountability for climate-related

risks and opportunities across the organisation as part of a wider

effort to embed climate and other ESG considerations into our

investment culture (see page 37);

• enhanced the frameworks, tools and metrics we use to support

our understanding of climate-related risks and opportunities and

their possible (positive or negative) financial impact on our

business and the funds we manage (see page 35);

• made progress against ICG’s science-based targets (see page

49);

• begun incorporating, as standard, TCFD-recommended portfolio

climate metrics into certain fund-level reporting to clients (see

page 49); and

• continued to incorporate climate-related issues into the Group’s

Risk Management Framework (RMF) and policy framework (see

page 39).

The third-party funds we manage are generally not consolidated into

the Group from a financial perspective. However, we consider the

climate-related risks and opportunities surrounding these funds and

our fund management activities as a key part of our business. Where

material we also look at the level of our Group operations – but we

recognise that our operations have very limited climate-related risks

exposure.

Please also refer to ICG’s Climate Change Policy and previous TCFD reports

on our website →

Taking a robust and

proactive approach to

managing our exposure

to climate-related risks,

and seizing the

opportunities presented

by the low-carbon

transition, are integral

to reaching net zero

GHG emissions across

our operations and

relevant investments

by 2040.

1. Relevant investments include all investments within Structured and Private Equity and Real Assets where ICG has sufficient influence (defined as at least 25% equity ownership and at

least one Board seat). Investment strategies in scope of ICG’s potfolio coverage SBT represent 22% of AUM as at 31 March 2023.

Our commitment to net zero

In November 2021, ICG announced its commitment to reach net zero

GHG emissions across its operations and relevant investments by

2040. Our net zero commitment is supported by two ambitious

emissions reduction targets by 2030, which have been approved

and validated by the SBTi:

1. Ensure 100% of relevant investments

have SBTi-approved

science-based targets by 2030, with an interim target of 50% by

2026.

2. Reduce the Group’s direct (Scope 1 and 2) emissions by 80% by

2030 from a 2020 base year.

Our approach towards net zero is summarised in the Strategy

section and key identified metrics are outlined in the Metrics and

targets section.

Benoît Durteste

CEO and CIO

30 ICG | ANNUAL REPORT & ACCOUNTS 2023

Governance

ICG’s governance of climate-related risks and opportunities

TCFD recommended disclosure

(a) Description of ICG Board’s oversight of climate-related risks and opportunities

(b) Description of ICG Management’s role in assessing and managing climate-related risks and opportunities

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. Legal, Compliance, Risk, and Internal Audit functions.

Oversight and management of climate-related risks and

opportunities are incorporated into the Group’s governance

structure and risk management framework. The Board receives

regular updates on climate-related matters, and has delegated

oversight of such matters, including progress towards ICG’s net

zero commitment, and the implementation of ICG’s Climate Change

Policy, to the Executive Directors.

Oversight

Assessment and management

The diagram below provides an overview of the Group’s governance

structure for the oversight, assessment and management of

climate-related risks and opportunities.

Organisational oversight of climate-related matters

ICG plc Board of Directors

Investment

Committees

Executive Directors

Remuneration

Committee

Risk Oversight and

Control functions

Risk

Committee

Audit

Committee

Sustainability

& ESG team

Investment

teams

Investee

companies

and/or assets

Climate assessment and stewardship of investments

Responsible

Investing

Committee

31ICG | ANNUAL REPORT & ACCOUNTS 2023

Board oversight

ICG plc Board of Directors (the Board)

The Board comprises three Executive Directors, a Non-Executive

Chair, and seven other Non-Executive Directors who have a broad

and diverse set of relevant skills and experience.

The Board sets the Group’s strategic direction and, when setting

strategic objectives, it considers all material factors including those

relating to climate change.

The Board is engaged in our focus on stewardship and ESG, and

regularly receives reports on client considerations, client

experience, investment performance and ESG matters. As part of

this, the Board receives formal updates on ESG-related matters,

including climate-related matters, at least twice every financial year.

For specific climate-related targets (see Metrics and Targets

section), the Board receives annual updates on progress. To

facilitate the Board’s engagement on these topics, the Board has

nominated a Non-Executive Director to oversee management’s

implementation of ESG matters (see page 75). In addition, the Board

also considers climate-related risks, as relevant, when reviewing the

annual strategy and business plans over the short, medium, and long

term, for example, in annual budgets, performance objectives and

determining the risk appetite of the Group.

As part of the normal course of business, the Board receives

updates on how these policies are being implemented.

Executive Directors

The Executive Directors implement the Group’s approved strategy,

including driving our net zero commitment and various climate-

related programmes across the organisation. The CEO has lead

responsibility for climate-related matters. As part of the Board, the

CEO reviews and guides any decisions made regarding investment

strategies, including the update and implementation of the Group’s

Responsible Investing Policy and the Climate Change Policy, as well

as any arising or potential climate-related matters within the Group’s

fund management activities and operations.

Board Risk Committee

The Board Risk Committee oversees the Group’s RMF, compliance

processes and procedures, and controls assurance to ensure that all

risks, including ESG and climate-related risks, are identified,

managed, and monitored and that the Group is compliant with all

applicable legislation. ICG’s eight established principal risks

incorporate or consider a variety of factors, including ESG and

climate-related matters. Further information on our approach to

managing risk can be found on page 66.

Board Audit Committee

The Board Audit Committee oversees the Group’s financial

reporting and related elements of its internal controls and regulatory

compliance, including TCFD disclosure obligations of the Group and

other climate-related disclosure requirements, such as the UK

Streamlined Energy and Carbon Reporting (SECR) requirements.

Board Remuneration Committee

The Board Remuneration Committee oversees the Directors’

Remuneration Policy and its application to senior employees, and

reviews and approves incentive arrangements to ensure they are

commensurate with market practice. Since FY22, the remuneration of

the Executive Directors has been directly linked to several

sustainability targets, including progress towards ICG’s net zero

commitment. See Remuneration Committee Report for further detail

(page 103).

Role of Management

Climate-related risks are considered as a cross-cutting risk type that

manifests through the Group’s established principal risks and are

integrated into the Group-wide risk management framework through

existing policies, processes, and controls. We assess materiality

primarily at a Group level, as well as specifically within our fund

management activities. The Group risk management framework is

consistent with the principles of the ‘three lines of defence’ model.

This ensures clarity over responsibility for risk management and

segregation of duties between those who take on risk and manage

risk, those who oversee risk and those who provide assurance; and

this approach is applied to climate-related risks and opportunities.

• The first line of defence with regards to climate-related risks

comprises ICs and investment teams, who own and manage risk

and controls across our fund management activities, and are

guided and supported by the Sustainability & ESG team and the

Responsible Investing Committee.

• The second line of defence is made up of the control and

oversight functions, including the Legal, Risk and Compliance

teams, who provide oversight and assurance that climate-related

risk management policies and procedures are operating

effectively.

• The third line of defence is Internal Audit who provide

independent assurance over the design and operation of controls

established by the first and second lines to manage climate-

related risk.

Fund management activities

The overarching charters governing climate-related risks within our

fund management activities are the Responsible Investing Policy and

the Climate Change Policy, which cover 100% of our AUM. The

Climate Change Policy contains an exclusion list and, furthermore,

requires consideration of the implications of climate-related risks

and opportunities in our investment due diligence, portfolio

management, valuation, and decision-making processes.

The Board has delegated responsibility for the implementation of

the Responsible Investing Policy and Climate Change Policy to the

CEO. The CEO, who also serves as Chief Investment Officer, has

ultimate accountability and oversight of investment processes of

ICG’s funds and is therefore responsible for climate-related issues

across the investment process and in our portfolios.

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

32 ICG | ANNUAL REPORT & ACCOUNTS 2023

Investment Committees

An assessment of climate-related risks and opportunities is included

in all investment proposals, presented to, and considered by, the ICs

of the vast majority of our investment strategies. Each IC is

responsible for ensuring that climate-related issues are

appropriately considered when taking an investment decision. This

also includes ensuring that the Sustainability & ESG team’s view is

factored into the investment decision, where climate-related issues

are material or unclear.

In FY23, supported by the Executive Directors, ICG incorporated

ESG assessment into the annual performance appraisals of portfolio

managers across the firm. The aim of this practice is to reinforce

alignment and accountability at the right levels for achieving ESG

excellence, while ensuring we comply with a continued increase in

relevant regulatory requirements. It will also position portfolio

managers to lead by example, ensuring ESG, including climate-

related issues, are being appropriately and consistently considered

in their teams’ approaches to investment decision-making and

portfolio management.

Responsible Investing Committee

The Group has had a Responsible Investing (RI) Committee since

2014, made up of our Head of Investment Office, Global Head of

Sustainability & ESG, and senior investment professionals from

ICG’s investment strategies. The RI Committee promotes, supports,

and helps to integrate responsible and sustainable business

practices across ICG’s investment strategies and the businesses in

which we invest, in line with our Responsible Investing Policy and

Climate Change Policy. The RI Committee is also responsible for

ensuring that ICG’s investment teams have the required skills and

understanding to effectively identify ESG risks and opportunities

and engage with relevant company management in our portfolio

companies on ESG matters. The RI committee may escalate matters

to the Executive Directors, as necessary.

Sustainability & ESG team

The Global Head of Sustainability & ESG reports to the Head of the

Investment Office to ensure an embedded approach to ESG across

the firm. The Sustainability & ESG team provides subject-matter

expertise to the Group to support the assessment and management

of climate-related risks and opportunities across our fund

management activities, including assessment and engagement of

investee companies; setting strategic objectives and targets;

building capacity across the organisation; and fostering

collaboration within the industry. The team 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. The Global Head of

Sustainability & ESG provides updates to the Board twice a financial

year and quarterly to the Executive Directors.

Investment teams

Day-to-day implementation of the Responsible Investing Policy and

Climate Change Policy, and the integration of climate-related

consideration in investment processes, are the responsibility of all

portfolio managers and investment professionals, guided by the RI

Committee and the Sustainability & ESG team.

Ensuring that our investment teams have sufficient knowledge to

implement the Responsible Investing Policy and Climate Change

Policy is essential. ICG is committed to providing investment teams

with regular bespoke training, comprehensive guidance and access

to online ESG tools to ensure they can identify and address ESG,

including climate-related, risks and opportunities in their investment

activities. The Sustainability & ESG team also provides regular

briefings on emerging ESG topics, regulatory developments and

industry best practice.

In FY23, ICG formally incorporated ESG assessment into the annual

performance appraisals of portfolio managers across the firm to

reinforce alignment and accountability at the right levels for

achieving ESG excellence, while ensuring we comply with a

continued increase in relevant regulatory requirements (as outlined

earlier in this report).

Group operations

The CFOO, reporting to the CEO, is responsible for ensuring

climate-related risks which might impact the Group’s own operations

are understood and mitigated.

The Operations and IT teams, with support from the Sustainability &

ESG team, are responsible for assessing and managing climate-

related risks associated with Group offices, IT infrastructure or

third-party providers. Updates on climate-related issues are

provided to the CFOO, as and when they manifest.

Training and capacity building

Comprehensive online ESG training has been delivered to all IC

members and investment teams, and the Marketing and Client

Relations team every two years over the last decade. During FY23,

ICG has been developing its training programme so it can be

delivered to the wider business. Mandatory training for all

employees will incorporate core understanding of ESG at ICG, and

will focus on specific themes, such as climate-related risks and

opportunities. This will be supplemented by more advanced specific

knowledge-building for relevant professionals such as investment

teams in key topics that relate to their role. Learning pathways can

be built upon as users expand their learning in priority topics such as

climate change, diversity and inclusion, and governance. The new

approach was rolled out at the end of FY23 and will evolve further

over the coming years.

33ICG | ANNUAL REPORT & ACCOUNTS 2023

Strategy

The actual and potential impacts of climate-related risks and opportunities on ICG’s businesses,

strategy and financial planning

TCFD recommended disclosure

(a) Description of the climate-related risks and opportunities ICG has identified over the short, medium, and long term.

(b) Description of the impact of climate-related risks and opportunities on ICG’s businesses, strategy, and financial planning.

(c) Description of the resilience of ICG’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.

Climate change remains one of the most existential challenges of our

time – a threat to human lives, the natural world, individual

livelihoods, and economies at large. Addressing this challenge is an

urgent yet complex task that requires a fundamental transformation

of the global economy, so that no more GHG emissions are added to

the atmosphere.

As a global alternative asset manager, we recognise that climate-

related risks and opportunities are most likely to materialise through

our fund management activities and may have a material impact on

investment performance and returns over the short, medium and

long term. Therefore, it is important that we continue to act as good

stewards of our clients’ capital by properly accounting for climate-

related risks and opportunities in the design of new products, our

investment decisions and portfolio management activities, and the

focused engagement with our investment counter-parties portfolio

companies, and industry peers. As an investor and provider of

capital, ICG has an opportunity and a responsibility to support the

transition to a more sustainable and equitable economy, and play its

role in limiting the most adverse impacts of climate change.

ICG’s approach towards net zero

In November 2021, ICG announced its commitment to reaching net

zero GHG emissions across its operations and relevant investments

by 2040. ICG’s net zero commitment is supported by two ambitious

emissions reduction targets by 2030, which have been approved

and validated by the SBTi:

1. Ensure 100% of relevant investments

have SBTi-approved

science-based targets by 2030, with an interim target of 50% by

2026; and

2. Reduce ICG’s Scope 1 and 2 GHG emissions by 80% by 2030 from

a 2020 base year.

While ICG’s own operational emissions have negligible impact and

exposure to climate-related risks compared to those of our

investments, we recognise our responsibility to ensure our own

business operations are fully accounted for. The Group will continue

to deploy energy efficiency initiatives and source renewable energy,

and will offset any residual emissions using credible removal

solutions, as well as monitor the potential physical risks that may

affect its operations.

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

1. Relevant investments include all investments within Structured and Private Equity and Real Assets where ICG has sufficient influence (defined as at least 25% equity ownership and at

least one Board seat).Investment strategies in scope of ICG’s SBT represent 22% of total AUM as at 31 March 2023.

34 ICG | ANNUAL REPORT & ACCOUNTS 2023

In order to chart a path to net zero, ICG’s top priority is the

decarbonisation of our investment portfolios wherever possible,

through our investment decision-making and engagement. Over

time, the tools to assess financed emissions and measure net zero

will evolve in the private markets. In addition to the setting of SBTs

for relevant investments, ICG is developing a plan to systematically

assess potential net zero solutions for the strategies not covered by

our SBTs.

We will continue to engage with industry groups and thought

leaders to explore decarbonisation tools and net zero measurement

frameworks for asset classes which do not currently have them, and

ICG will consider whether these new solutions might be applicable

to our portfolios.

Another powerful tool for responding to climate change is ICG’s

capacity for investing in climate solutions needed for the real

economy to reach net zero GHG emissions, such as the

infrastructure required for the growth of renewable energy.

Lastly, a successful global approach to net zero will require the

financial industry to account for nature’s fundamental contributions

to combating climate change, as well as a ‘Just Transition

’ to

respond to the impacts that a changing climate has on human

communities and livelihoods. ICG will reflect these considerations

into our ESG assessment and action over time – taking a holistic

approach.

ICG’s net zero strategy will continue to evolve as we work towards

building a more comprehensive approach across the firm, to support

the global goals of decarbonising the real economy, and towards

building a more sustainable financial system.

Climate-related risks and opportunities and their

potential impact

The time horizons and materiality of the impact of climate-related

risks and opportunities on our business may differ depending on a

range of factors, including the nature and type of investments,

geographical focus, and the external market environment.

Generally, we look at three time horizons for the potential impacts of

climate-related risks and opportunities: short term (0 to 5 years),

medium term (5 to 10 years) and long term (10 to 20 years). These

are broadly related to the length of an individual investment (short

term), the length of a fund’s life (medium term) and a reasonable

period of visibility for the Group as a whole (long term).

We consider climate-related risks as a cross-cutting risk type that

manifests through the Group’s established principal risks (see page

66), and therefore may affect the Group’s strategic objectives (see

page 4). The Board Risk Committee meets regularly to assess the

Group’s risk profile and factors climate-related risks and

opportunities into its decision making when assessing which risks

could have a material impact on our business, strategy and financial

planning, in line with the Group’s RMF and approved risk appetites.

We have developed policies and processes to support us in

understanding where climate-related risks may be realised,

prioritising and managing these risks and actively engaging as

appropriate with portfolio companies or deal counterparties on

these matters. Ensuring our portfolio managers, investment teams

and the Sustainability & ESG team have the necessary skills and

expertise to deliver on our ambitious climate commitments and

successfully launch new strategies has required careful planning in

terms of headcount and resource planning.

The table on page 36 outlines the relevant climate-related risks and

opportunities we have identified within the Group’s fund

management activities 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 materially contribute, to varying degrees, to the

manifestation of the principal risks it relates to. The Group has

implemented a range of mitigating controls for each of these

principal risks (see page 66). Further detail on how climate-related

risks are identified and managed within our fund management

activities is provided in the Risk Management section (see page 39).

1. The Paris Agreement preamble reflects the close links between climate action, sustainable development, and a just transition, with Parties to the Agreement “taking into account the

imperatives of a just transition of the workforce and the creation of decent work and quality jobs in accordance with nationally defined development priorities”, commonly referred

to as a ‘Just Transition’. Source: United Nations.

35ICG | ANNUAL REPORT & ACCOUNTS 2023

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

Type Description Principal risks Time horizon Potential impact

Climate-

related risks

Policy,

regulatory

and legal

(Transition)

• Enhanced climate-related disclosure

obligations for funds and investments

• Increasing regulatory pressure (e.g. carbon

price/tax and energy efficiency standards)

and litigation risk for current and potential

investments in carbon-intensive companies

or real assets not adequately prepared for a

transition to a low-carbon economy

• Legal,

Regulatory

and Tax risk

Short term • Increased cost of

compliance for funds and

investments

• Increased due diligence

cost

• Reduced fund

performance and impact

on ICG’s track record

• Loss of clients or

reduced demand for our

funds

Market,

technology

and

reputation

(Transition)

• Changing preferences on climate change

affecting demand for products and/or

services of the Group as well as of current

or potential investments

• Increasing production costs affecting

current and potential investments in certain

sectors due to changing input prices and/

or output controls

• Substitution of existing products and

services with lower emissions options

impacting the competitiveness of current

and potential investments in certain sectors

• Stigmatisation of specific industries,

impacting existing investment exposure

• Fund

Performance

risk

• Financial risk

• External

Environment

Risk

Short to long

term

• Lower fund performance

and impact on track

record

• Lower asset valuations

impacting the Group’s

balance sheet and fund

investments

• Negative stakeholder

perception and impact on

ICG’s brand and

positioning

• Loss of clients or

reduced demand for our

funds

Acute and

chronic

physical risks

(Physical)

• Increased severity and frequency of

extreme weather events that may cause

damage to physical assets or disrupt critical

operations in certain industries and/or

locations

• Shifts in climate patterns, such as rising

temperatures or sea levels that could affect

entire sectors and geographic regions that

haven’t built resilience or adapted to such

risks (typically in the longer term)

• Fund

Performance

risk

• Financial risk

Short to long

term

• Lower fund performance

and impact on track

record

• Lower asset valuations

impacting the Group’s

balance sheet and fund

investments

Climate-

opportunities

Products

and services

(Transition)

• Evolution of existing investment strategies

to further incorporate climate change

mitigation and/or adaptation

• Attracting new clients through strategies

supporting the transition to low-carbon

economy and investing in climate solutions

• Fund

Performance

risk

• Financial risk

Short to

medium term

• Increased Group

revenues in line with

growing demand

• Growth in AUM through

retention of current and

attraction of new clients

Market and

reputation

(Transition)

• Stronger performance of company and real

asset investments aligned with the

transition to a low-carbon economy; and

with developed resilience to physical

climate risks

• Climate-linked financing reducing the cost

of capital at deal and fund level

• Financial risk Short to

medium term

• Growth in AUM through

retention of current and

attraction of new clients

• Enhanced brand and

competitive reputation of

Group and investments

• Higher fund performance

and enhanced track

record

• Higher asset valuations

impacting the Group’s

balance sheet and fund

investments

36 ICG | ANNUAL REPORT & ACCOUNTS 2023

Embedding climate considerations into investment decisions

and portfolio management

We take a selective and thoughtful approach to making investments,

with due consideration of climate-related risks and opportunities.

ICG’s Exclusion List (see page 41) prohibits direct investments in

certain coal, oil and gas activities which limits the exposure of our

portfolios to investments with higher probability of becoming

stranded assets in the medium to long term.

In addition, climate risk assessment is a mandatory step in the

evaluation of new investment opportunities across the vast majority

of ICG’s investment strategies, with findings presented to ICs for

consideration in investment decision making. Investment

opportunities with potentially heightened climate risk exposure are

discussed with the ICG Sustainability & ESG team and expert

advisers, where appropriate. Between February 2021 and March

2023, we have declined 99 investment opportunities where climate-

related risk was a contributing factor to the investment decision.

We also seek to invest in climate-related opportunities, primarily

through our Real Assets investment strategies.

Following investment, material climate-related risks and

opportunities are tracked and reviewed as a standard part of the

portfolio monitoring process. Depending on the nature of the issues

and the level of influence, we may ask portfolio companies or

transaction counterparties to disclose to us how they manage these

issues. Where we have sufficient influence, we support portfolio

companies to address climate-related risks and capitalise on

climate-related opportunities in a number of ways, including by:

• Assigning responsibility for climate-related matters;

• Sharing the results of our company-specific climate risk

assessment, including scenario analysis, as relevant;

• Supporting a carbon footprint assessment of the business in line

with the GHG Protocol and the development of a Board-level

approved climate action and decarbonisation plan;

• Establishing company-specific climate change and energy-

focused KPIs and targets; and

• Seeking validation by the SBTi.

At a fund level, we also seek to link our climate ambition to our

third-party financing, where possible. Since 2021, we have raised a

total of $2.8bn ESG-linked fund-level financing, including climate-

related KPIs.

Resilience of our strategy to climate-related risks and

opportunities

The Group has a highly resilient business model, which is driven by

management fee income. This fee income is paid by our clients for

managing our funds, and as such is long-term and visible in nature.

The fees are predominantly charged on the basis of invested or

committed capital that is contractually locked in for a long term and

largely not based on fund valuation.

As such any short-term increase or decrease in the valuation of

individual investments or funds (including as a result of climate-

related issues) would not immediately impact the Group’s financial

position. However, the impact of climate change on portfolio

companies or assets may impact the valuation of our investments in

the short term, and the performance of funds in the medium term.

Fund underperformance or a failure to develop funds that address

our clients’ requirements in respect of climate change is a medium to

long-term risk to the Group.

ICG’s net zero commitment has an important role in building the

long-term resilience of our business strategy and funds to climate-

related risks and opportunities. This is exhibited in the launch of new

products and the investment decisions and management of

portfolios to crystallise returns for our clients.

Developing our investment strategies

We future-proof our organisation in part by continually evolving our

existing strategies and developing new strategies. This enables us to

better serve the needs of our clients and to capitalise on a wider

range of investment opportunities. An important component of

considering new potential strategies is incorporating climate-related

risk and opportunities into the approval process.

We seek unique opportunities, including those presented by the

transition to a low-carbon economy, befitting ICG’s investment

approach and ability to invest across the capital structure to create

sustainable value. 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 underpin or have strong potential to align with the

transition to a low-carbon economy and the goals of the Paris

Agreement. As at 31 March 2023, these strategies constituted 48%

of total AUM in Real Assets, compared to 40% a year earlier.

We have also considered climate change in the launch of the latest

vintages of European Corporate and Mid-Market, Sale and

Leaseback, Strategic Equity, and Infrastructure Equity investment

strategies, which have explicit focus on engagement with portfolio

companies on decarbonisation. Since 1 April 2021, ICG has raised a

total of $11.6bn of capital in investment strategies with explicit focus

on engagement on climate change and/or in scope of ICG’s portfolio

coverage science-based target. Such strategies represent 28% of

total AUM, as at 31 March 2023.

37ICG | ANNUAL REPORT & ACCOUNTS 2023

To conduct the transition risk scenario analysis, in line with market

practice, we adopted three of the transition scenarios provided by

the Network for Greening the Financial System (NGFS):

• Current Policies (base case) – this scenario assumes that only

currently implemented policies are preserved, resulting in

emissions growth until 2080, which leads to about 3°C of warming

and severe physical risks.

• Below 2°C – this scenario gradually increases the stringency of

climate policies, giving a 67% chance of limiting global warming to

below 2°C by the end of the century. Under this scenario net zero

emissions are achieved after 2070. Physical and transition risks are

both relatively low.

• Delayed Transition – this scenario assumes new climate policies

are not introduced until 2030 and the level of action differs across

countries and regions based on currently implemented policies.

As a result, emissions exceed the carbon budget temporarily and

decline more rapidly after 2030 to ensure a 67% chance of limiting

global warming to below 2°C by the end of the century. This leads

to both higher transition and physical risks than the the Below 2°C

scenario.

Read the full description of the scenarios on the NGFS website: https://www.

ngfs.net/ngfs-scenarios-portal/explore →

The physical risk scenario analysis was performed at a country-level

looking at key operating geographies using two Representative

Concentration Pathways (RCPs) adopted by the Intergovernmental

Panel on Climate Change (IPCC):

• RCP4.5, described by the IPCC as a moderate scenario in which

emissions peak around 2040 and then decline. This scenario

assumes future implementation of emissions management and

mitigation policies; and

• RCP8.5, is the highest baseline emissions scenario, in which

emissions continue to rise throughout the twenty-first century,

such that the most adverse effects of physical climate change

manifest.

Building on this approach, with expert support from external

advisers, we enhanced our proprietary climate risk assessment

methodology to incorporate sector-based transition risk scenario

analysis using the above scenarios. Implemented at the end of FY23,

this enhancement will provide investment teams with more nuanced

insight on climate-related risk as part of the ESG evaluation process

for new deals, and enable us to consider the potential impact on

portfolios under different transition scenarios.

Our approach to scenario analysis will evolve over time to further

incorporate expectations of clients, regulators and best practice in

the industry, with the aim to provide decision-useful and actionable

insight for building resilience to climate-related risks of our

portfolios.

Exposure of portfolios to climate-related risks

Overall, our portfolios

as at 31 December 2022 have limited

exposure to heightened climate-related risks, with only 3% of

invested capital

assessed as having potentially heightened climate

risk.

The principal mechanism for this assessment is ICG’s proprietary

climate risk assessment methodology, which was introduced in 2021

and which we further enhanced at the start of 2023 (see page 46).

This climate risk assessment is incorporated into the due dilligence

of new investment opportunities and results in a climate risk rating

for any such investment opportunity.

While the assessment has some inherent limitations, the exposure

metrics provide, in our view, a useful indication of the resilience of

our funds’ portfolios to climate-related risks. Please refer to the

Metrics and Targets section for further detail of the assessment and

breakdown of exposure by asset class.

Approach to scenario analysis

Starting in 2020, we have been conducting a formal assessment of

the exposure to climate-related risks across our portfolios every two

years. This assessment is considering the impact of climate-related

drivers associated with both changing climatic conditions (physical

risks) and the transition to a low-carbon economy (transition risks),

such as policy, regulatory, market and technology changes on

individual investments across key portfolios.

The latest such assessment, undertaken in 2022, included

approximately 900 portfolio companies across our four asset

classes covering almost 90% of our AUM as at 31 December 2021.

The principal mechanism we employed for assessing climate risk

across our portfolios was through proprietary climate risk

assessment methodology and tools (see page 46).

We then conducted a scenario analysis on certain investments which

we identified as having potentially heightened exposure to climate-

related risks. This comprised 13 companies within our Structured

and Private Equity and Private Debt asset classes.

We also conducted a sector-based transition-risk scenario analysis

across 10 sectors that are more likely to have higher exposure to

climate-related risks.

While the analysis confirmed that we have limited exposure to

potentially heightened climate-related risks across our portfolios,

this bottom-up approach enabled us to improve our understanding

of the exposure of specific investments to transition and/or physical

risks in the medium to long term. The findings of the analysis were

shared with the portfolio company management teams, where

relevant, to support their strategic decision making.

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

1. The assessment was conducted for portfolios as at 31 December 2022, for which

ICG’s proprietary climate risk assessment methodology applies, and as such excluded

ICG Enterprise Trust, LP Secondaries, Alternative Credit, Secured Credit, and Real

Estate portfolios.

38 ICG | ANNUAL REPORT & ACCOUNTS 2023

To support ICG’s net zero commitment, we have set science-based

target to reduce our direct (Scope 1 and Scope 2) emissions by 80%

by 2030 from a 2020 base year, and are on track to deliver (see page

49).

We also seek to link our climate ambition to our Group-level third-

party financing, where possible. We have raised a total of £1.2bn ESG

and sustainability-linked financing, including issuing a €500 million

sustainability-linked Bond with adjustments to the coupon rate linked

to progress against ICG’s approved and validated science-based

targets.

Group operations

We consider that the Group’s direct operations are not materially

exposed to physical climate-related risks because, amongst other

factors, the Group procures mainly professional and business

services and does not have a complex supply chain, does not make

capital investments in research and development, and 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.

The Sustainability & ESG, Legal, Risk and Compliance, and

Operations teams work closely to ensure the Group’s compliance

with current and emerging climate-related regulations of relevance

to its operations, including the UK SECR.

Risk management

The processes used by ICG to identify, assess and manage climate-related risks

TCFD recommended disclosure

(a)

Description of ICG’s processes for identifying and assessing climate-related risks.

(b)

Description of ICG’s processes for managing climate-related risks.

(c)

Describe how processes for identifying, assessing, and managing climate-related risks are integrated into ICG’s overall

risk management.

Group Risk Management Framework

Risk management is embedded across the Group through a dedicated RMF, which ensures that current and emerging risks are identified,

assessed, monitored, mitigated, and appropriately governed based on a common risk taxonomy and methodology. 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

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 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

(see page 66). In line with the recommendations of TCFD and regulatory guidance, the Group considers the financial and

non-financial risks arising from physical climate risk (risks related to the physical impacts of climate change) and transition climate risk (risks

related to the transition to a low-carbon economy).

1. The Group defines principal risks as those that would threaten the Group’s business model, future performance, solvency, or liquidity.

39ICG | ANNUAL REPORT & ACCOUNTS 2023

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

Of the Group’s eight principal risks, we have assessed the following as currently most likely to be impacted by climate-related matters, to

varying degrees, as follows:

Principal risk Potential impact Process for risk identification and

management

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, including by 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.

• Implementation of Climate Change Policy

• Screening and due diligence processes for new

investment opportunities

• Portfolio monitoring and stewardship (see table on

page 41)

• The Group’s New Product Approval process requires

ESG considerations, including climate-related risks

and opportunities, to be integrated into the design of

new strategies or funds where their nature allows us

to drive better ESG outcomes

Fund Performance

Risk

Climate-related issues (as described above) may affect the

performance of our funds, and therefore make it more challenging to

raise capital or new funds and affect our reputation, thereby

impacting the Group’s ability to grow and compete effectively.

Financial Risk

Climate-related risks will increasingly be incorporated into risk

assessments and asset valuations, which could have a material

impact on the attractiveness of existing and potential investments

impacting the Group’s balance sheet and fund investments.

Legal, Regulatory

and Tax Risk

Increasing legal and regulatory requirements in relation to

climate-related issues may result in increasing regulatory

enforcement or litigation risk for the Group and its fund

management entities and potential reputational damage due to

instances of non-compliance with current or emerging climate-

related regulations or market/client expectations, and ensuring that

(where relevant) such requirements are embedded in our

processes, procedures, controls and disclosures.

• Global regulatory horizon scanning, including current

and emerging ESG and climate-related regulations

• Participation in industry working groups focused on

effective implementation of ESG-related regulations

• ESG regulatory task-force within the Group

comprising Legal, Sustainability & ESG, Risk and

Compliance functions; monitoring the implementation

of new regulatory requirements across the Group

Operational

Resilience Risk

Potential operational disruption caused by climate-related issues.

primarily physical risk, including within the Group’s key third-party

providers.

• Implementation of Climate Change Policy

• Implementation of the Group’s Sustainable fit-out

guide to our offices

• Implementation of the Supplier Code of Conduct

• Third-party provider ESG assessment questionnaire

rolled out in FY23 to better assess ESG-related risks,

including arising from or related to climate change

Reputational risk, whilst not a principal risk, is also an important

consideration for the Board and the Executive Directors, in setting

and implementing the Group’s strategic objectives. Therefore we

recognise the potential impact to the Group if it is not seen by

stakeholders to be adequately supporting the transition to a

low-carbon economy, addressing clients’ requirements on climate

change, and demonstrating progress towards its commitment to

reach net zero across its operations and relevant investments by

2040.

Further details of the Group’s RMF, including the processes used to

determine which risks could have a material financial impact on the Group,

are set out on page 66 →

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. As described above, 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.

The Group Climate Change Policy — covering 100% of ICG’s AUM

— requires us to consider the implications of climate-related risks

and opportunities in our investment research, valuation, and

decision-making processes.

Please refer to ICG’s Climate Change Policy for further details including our

complete Exclusion List →

40 ICG | ANNUAL REPORT & ACCOUNTS 2023

Identifying, assessing and managing climate-related risks

Our approach to identifying, assessing, prioritising, and managing climate-related risks for active funds is summarised by key strategy in the

table below:

Asset class Structured and Private Equity Private Debt Real Assets Credit

Key strategy European

and Asia

Pacific

Corporate

Strategic

Equity

ICG

Enterprise

Trust / LP

Secondaries

Senior Debt

Partners

North

America

Capital

Partners

Real Estate

Debt

Real Estate

Equity

Infrastructure

Equity

Liquid Credit

CLOs

Pre investment

Exclusion List

screening

Bespoke climate risk

assessment

Additional due

diligence for higher

climate risk exposures

Climate risk

assessment findings

included in IC memos

Post investment

Ongoing portfolio

monitoring process

(including through

annual surveys, where

relevant)

Climate stewardship

and engagement

3 4

Investment-specific

climate-related targets

and KPIs

1. Applicable to direct investments by ICG Enterprise Trust.

2. Harmonised and formalised across all real estate investments from January 2023.

3. For certain investments in the European Real Estate Debt strategy as part of the strategy’s Green Loan Framework.

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

5. For investments where we have sufficient influence.

Exclusion List screening

For any direct investment, investment teams screen against ICG’s

Exclusion List which, among other activities, prohibits us from

knowingly making direct investments in certain coal, oil and gas

activities, to avoid exposure of our funds to investments that are

inherently prone to having the most significant adverse

environmental and/or social impacts which could impact their

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

For indirect investments, where feasible, ICG seeks to ensure that

the Exclusion List is implemented subject to a materiality threshold.

Between February 2021 and March 2023, we have declined 99

investment opportunities where climate-related risk was a

contributing factor to the investment decision.

Climate risk assessment

For each potential investment opportunity, we use a climate risk

assessment tool and methodology bespoke to the nature of the

investment (in a company or real asset) to help us identify and

assess whether there are any material climate-related risks

associated with an investment. As standard, these tools utilise

established external and ICG proprietary sources of data to support

the assessment of both physical climate risks and transitional climate

risks. A climate risk scorecard is produced and additional analysis

must be completed for investment opportunities identified as having

a higher exposure to climate-related risks. In situations where we

have sufficient influence, external ESG due diligence, including a

specific analysis of climate-related risks and opportunities, is

conducted as standard. The findings of the climate risk assessment

are consolidated and included as standard in the investment

proposal to the respective IC for most strategies. Where material

climate-related issues are identified, the IC may decide not to

proceed; may request further action is taken to ensure these issues

are properly investigated; or may require further actions to be taken

following the closing of an investment.

In the year to 31 March 2023, we introduced a dedicated climate risk

assessment for our Real Estate and LP secondaries strategies, with

98% of total AUM in funds in their investing period being covered by

an assessment of climate-related risks.

41ICG | ANNUAL REPORT & ACCOUNTS 2023

Engagement and monitoring

Following an investment, material climate-related risks and

opportunities are monitored and reviewed as a standard 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

these issues are managed either through ongoing dialogue or

through our annual ESG surveys. Climate change is an integral part

of our annual ESG surveys which monitor governance and

management of climate change, as well as performance and

decarbonisation plans. We publish summary results of our ESG

surveys in our annual Sustainability and People report.

Read our Sustainability and People Report →

Where ICG has sufficient influence, we undertake specific carbon

footprint analysis of investments and set bespoke climate-related

targets. For relevant investments, the investment team and

Sustainability & ESG team engage directly with the board and

management teams of the relevant portfolio companies to help them

establish a baseline carbon footprint assessment, and then set

emissions reduction targets aligned with the latest climate science

and develop strategies to help deliver these targets. We also

support portfolio companies to get these targets approved and

validated by the SBTi.

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 41.

Further embedding sustainability risks

In FY23, a cross-functional working group with representatives of

Sustainability & ESG, Legal, Risk and Compliance teams was formed

to review the Group’s governance of sustainability risks (including

climate-related risks) and their integration as part of the Group’s

processes, procedures, and RMF. This also included an update of

ICG’s Sustainability Considerations Policy, which summarises our

approach to integrating sustainability risks and other sustainability-

related considerations, as part of its internal porocesses and

procedures.

Following the review, in FY24 we intend to implement any identified

enhancements and further formalise our approach.

Group operations – identifying and managing climate-

related risks

Physical climate risks

Following our established RMF and associated procedures, we

consider that the Group’s direct operations are not materially

exposed to physical climate risks because, amongst other factors,

the Group does not have a complex supply chain, does not make

capital investments in research and development, and 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) is likely to be materially exposed to physical

climate risks.

The Group’s consistent approach to the management of climate

change is further demonstrated by a Sustainable Fit-Out guide which

sets out our expected minimum standards for the sustainable fit-out,

as necessary, of our offices to ensure lower-carbon development and

enable the reduction of carbon emissions during operation. This

policy is applied to all new material leases into which the Group enters.

All employees benefit from full remote working capability which

minimises business risk and reduces reliance on our office locations

for business continuity in the unlikely event of a physical climate risk

being realised. In addition, 100% of our IT infrastructure systems and

data resides in the cloud and the Group leverages cloud services

from multiple providers, further reducing concentration risk.

We will continue to monitor changes in the exposure to physical

climate risks of our direct operations and address any identified

risks, as needed.

Transition climate 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 & ESG, Legal, Risk and

Compliance and 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 the UK Energy Savings

Opportunity Scheme (ESOS).

At the end of FY23, our assessment of key suppliers was enhanced to

include a wider range of ESG considerations, including exposure to

and capabilities to manage climate-related risks and opportunities,

where relevant.This will be rolled out in FY24.

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

42 ICG | ANNUAL REPORT & ACCOUNTS 2023

Metrics and targets

The metrics and targets used to assess and manage relevant climate-related

risks and opportunities

TCFD recommended disclosure

(a)

Metrics used by ICG to assess climate-related risks and opportunities in line with its strategy and risk management process.

(b)

Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions, and the related risks.

(c)

Description of the targets used by ICG 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, net zero

approach and risk management processes.

While a source of important insight into the Group’s climate-risk exposure and a measure of progress towards our net zero commitment, some

of these metrics and tools have inherent limitations (e.g. scope of coverage, availability 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 climate metrics.

43ICG | ANNUAL REPORT & ACCOUNTS 2023

Category Climate metrics Group target and/or current activity Scope Climate risk Use and measurement

Climate-related risks exposure

Climate risks Proprietary climate risk rating Climate-related risks (both physical and transition) are assessed as standard for all direct

investment opportunities utilising our proprietary, asset-specific methodologies.

Individual direct investments Transition & Physical Assesses the potential physical and transition climate-related risks for individual

investment opportunities using the Group’s proprietary climate risks assessment

methodology. Climate risk rating is incorporated into all investment proposals for

consideration by ICs.

Potentially heightened climate

risk exposure

Conduct a Group-wide top-down portfolio assessment with a view to inform ICG’s ESG and

climate-specific objectives and priorities.

Investments across our Structured and

Private Equity, Private Debt and Credit

asset classes, and Infrastructure

Equity strategy.

Transition & Physical Measures the exposure of portfolios to potentially heightened climate risk based on the

Group’s proprietary climate risks assessment methodology, expressed as % of portfolio

by cost/value of investments, and % of investments with material exposure.

Heightened climate risk sector

exposure

Conduct a Group-wide top-down portfolio assessment with a view to inform ICG’s ESG and

climate-specific objectives and priorities.

Investments across our Structured and

Private Equity, Private Debt, Real

Assets and Credit asset classes.

Transition Assess the exposure of certain portfolios to heightened climate risk sectors

, expressed

as % of portfolio by invested capital.

Embedding climate considerations into our culture

Remuneration Proportion of Executive

Directors remuneration linked

to sustainability and climate

considerations*

The Group and its Board has long-term approach to variable pay, which aligns our Executive

Directors to the interests of our shareholders. As per the Directors’ Remuneration Policy, the

Group makes a single variable pay award each year to Executive Directors, based on a

balanced scorecard of KPIs. Since FY22, the remuneration of the Executive Directors has been

directly linked to several sustainability targets. See Remuneration Committee Report for

further detail (page 103).

Executive Directors’ annual variable

pay

Transition & Physical Assesses the link of executive remuneration with sustainability considerations, including

the Group’s net zero commitment (see page 103).

Investment lifecycle ESG and climate

considerations incorporated

into the investment lifecycle

For each investment strategy, investment teams analyse ESG matters, including climate

change, to the extent feasible, at each stage of the investment process, from screening,

through due diligence, closing, monitoring and eventual exit. See page 41 as well as ICG

Responsible Investing and Climate Change policies for further details.

All investment strategies Transition & Physical Assesses the extent to which ESG and climate change considerations are embedded

within the investment decision making and portfolio monitoring processes adopted by

ICG.

Sustainability-linked

financing

Amount of ESG or

Sustainability financing, with

climate-related metrics

The Group seeks to link its climate ambition to third-party financing, where possible. Group and Fund related third-party

financing

Transition & Physical Measures the amount of third-party financing with built in climate-metrics that may adjust

the margin or coupon of the facility. Expressed as an aggregate absolute amounts in GBP

for the Group and USD for fund related third-party financing.

Transition to low-carbon economy

Decarbonising our

investment

portfolios

Financed emissions Long-term goal: reach net zero GHG emissions across relevant investments by 2040.

Interim target (approved and validated by the SBTi): 100% of relevant investments to have

SBTi-approved science-based targets by 2030, with an interim target of 50% by 2026.

Relevant investments

Transition Measures the proportion of relevant investments covered by science based targets.

Measured as % of invested capital. Monitored internally and reported publicly on an

annual basis.

Over time, the tools to assess financed emissions and measure net zero will evolve in the

private markets. In addition to the setting of SBTs for relevant investments, ICG is developing

a plan to systematically assess potential net zero solutions for the strategies not covered by

our SBTs.

Other Active funds

making direct

investments across our Structured and

Private Equity, Private Debt, Real

Assets, and Credit asset classes.

Transition Assesses the absolute GHG emissions associated with and attributable to a portfolio of

investments, expressed in tCO

e. Monitored internally and reported to investors in

certain active funds at least annually.

Weighted average carbon

intensity

The Group is establishing a baseline for this metric across its portfolios. Active funds making direct

investments across our Structured and

Private Equity, Private Debt, Real

Assets, and Credit asset classes.

Transition Measures a portfolio’s exposure to carbon-intensive investments, expressed in tCO

million revenue in fund currency for corporate investments; or in tCO

e/m

for real estate

investments. Monitored internally and reported to investors in certain active funds at

least annually.

Capacity for

investing in climate

solutions

Investments in low-carbon and

energy transition

infrastructure and real estate*

ICG has three strategies that focus on investments in real assets that are already low-carbon in

nature or support directly the energy transition.

Infrastructure Equity, European Real

Estate Debt, and Sale and Leaseback

Transition Measures the proportion of Group’s investments into low-carbon and energy transition

related infrastructure and real estate, expressed as % of total AUM. Monitored internally

and publicly reported annually.

Installed renewable energy

generating capacity

Infrastructure Equity strategy Transition Measures the aggregate and annual change in installed renewable energy generating

capacity, expressed in GW. Monitored internally and publicly reported annually.

Our operations Scope 1 and 2 absolute GHG

emissions (market and location

based)*

Long-term goal: net zero GHG emissions across operations by 2040.

Interim target (approved and validated by the SBTi): to reduce the Group’s direct Scope 1 and

Scope 2 GHG emissions by 80% by 2030 from a 2020 base year (market based).

Group operations: combustion of fuel,

fugitive emissions, and purchased

electricity and heat

Transition Measures the direct operational carbon footprint of the Group in line with the GHG

Protocol, expressed in tCO

e. Assessed annually and reported publicly, subject to

independent limited assurance.

Scope 1 and 2 GHG emissions

intensity (market based)*

ICG seeks to improve the GHG intensity of our operations, year on year. Group operations: combustion of fuel,

fugitive emissions, and purchased

electricity and heat

Transition Measures efficiency of the direct operational carbon footprint of the Group relative to its

revenue, expressed in tCO

e per £M revenue. Assessed annually and reported publicly,

subject to independent limited assurance.

Purchased energy from

renewable sources (%)

ICG seeks to maximise the proportion of electricity consumption from renewables sources,

and encourage landlords to provide low-carbon heating solutions, wherever feasible.

Group operations: purchased

electricity and heat

Transition Measures the proportion of purchased electricity and heat from renewable sources.

Assessed annually and reported publicly, subject to independent limited assurance.

Scope 3 absolute GHG

emissions*

The Group is establishing a complete baseline and assessing the tools and levers necessary to

reduce its scope 3 emissions.

Group operations: business travel,

purchased goods and services, water

supply and waste generation

Transition Measures the indirect operational carbon footprint of the Group in line with the GHG

Protocol, expressed in tCO

e. Assessed annually and reported publicly, subject to

independent limited assurance.

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

1. Source ICG, the Heightened climate risk sectors categorisation is based on the latest TCFD Implementation Guidance (October 2021) which identifies the following sectors with the

highest likelihood of climate-related financial impacts: Energy, Transport, Materials & Buildings, and Agriculture, Food & Forestry Products. ICG has adapted these to incorporate

the framework provided by the Guidance on Use of Sectoral Pathways for Financial Institutions, produced by the Glasgow Financial Alliance for Net Zero in June 2022.

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44 ICG | ANNUAL REPORT & ACCOUNTS 2023

Category Climate metrics Group target and/or current activity Scope Climate risk Use and measurement

Climate-related risks exposure

Climate risks Proprietary climate risk rating Climate-related risks (both physical and transition) are assessed as standard for all direct

investment opportunities utilising our proprietary, asset-specific methodologies.

Individual direct investments Transition & Physical Assesses the potential physical and transition climate-related risks for individual

investment opportunities using the Group’s proprietary climate risks assessment

methodology. Climate risk rating is incorporated into all investment proposals for

consideration by ICs.

Potentially heightened climate

risk exposure

Conduct a Group-wide top-down portfolio assessment with a view to inform ICG’s ESG and

climate-specific objectives and priorities.

Investments across our Structured and

Private Equity, Private Debt and Credit

asset classes, and Infrastructure

Equity strategy.

Transition & Physical Measures the exposure of portfolios to potentially heightened climate risk based on the

Group’s proprietary climate risks assessment methodology, expressed as % of portfolio

by cost/value of investments, and % of investments with material exposure.

Heightened climate risk sector

exposure

Conduct a Group-wide top-down portfolio assessment with a view to inform ICG’s ESG and

climate-specific objectives and priorities.

Investments across our Structured and

Private Equity, Private Debt, Real

Assets and Credit asset classes.

Transition Assess the exposure of certain portfolios to heightened climate risk sectors

, expressed

as % of portfolio by invested capital.

Embedding climate considerations into our culture

Remuneration Proportion of Executive

Directors remuneration linked

to sustainability and climate

considerations*

The Group and its Board has long-term approach to variable pay, which aligns our Executive

Directors to the interests of our shareholders. As per the Directors’ Remuneration Policy, the

Group makes a single variable pay award each year to Executive Directors, based on a

balanced scorecard of KPIs. Since FY22, the remuneration of the Executive Directors has been

directly linked to several sustainability targets. See Remuneration Committee Report for

further detail (page 103).

Executive Directors’ annual variable

pay

Transition & Physical Assesses the link of executive remuneration with sustainability considerations, including

the Group’s net zero commitment (see page 103).

Investment lifecycle ESG and climate

considerations incorporated

into the investment lifecycle

For each investment strategy, investment teams analyse ESG matters, including climate

change, to the extent feasible, at each stage of the investment process, from screening,

through due diligence, closing, monitoring and eventual exit. See page 41 as well as ICG

Responsible Investing and Climate Change policies for further details.

All investment strategies Transition & Physical Assesses the extent to which ESG and climate change considerations are embedded

within the investment decision making and portfolio monitoring processes adopted by

ICG.

Sustainability-linked

financing

Amount of ESG or

Sustainability financing, with

climate-related metrics

The Group seeks to link its climate ambition to third-party financing, where possible. Group and Fund related third-party

financing

Transition & Physical Measures the amount of third-party financing with built in climate-metrics that may adjust

the margin or coupon of the facility. Expressed as an aggregate absolute amounts in GBP

for the Group and USD for fund related third-party financing.

Transition to low-carbon economy

Decarbonising our

investment

portfolios

Financed emissions Long-term goal: reach net zero GHG emissions across relevant investments by 2040.

Interim target (approved and validated by the SBTi): 100% of relevant investments to have

SBTi-approved science-based targets by 2030, with an interim target of 50% by 2026.

Relevant investments

Transition Measures the proportion of relevant investments covered by science based targets.

Measured as % of invested capital. Monitored internally and reported publicly on an

annual basis.

Over time, the tools to assess financed emissions and measure net zero will evolve in the

private markets. In addition to the setting of SBTs for relevant investments, ICG is developing

a plan to systematically assess potential net zero solutions for the strategies not covered by

our SBTs.

Other Active funds

making direct

investments across our Structured and

Private Equity, Private Debt, Real

Assets, and Credit asset classes.

Transition Assesses the absolute GHG emissions associated with and attributable to a portfolio of

investments, expressed in tCO

e. Monitored internally and reported to investors in

certain active funds at least annually.

Weighted average carbon

intensity

The Group is establishing a baseline for this metric across its portfolios. Active funds making direct

investments across our Structured and

Private Equity, Private Debt, Real

Assets, and Credit asset classes.

Transition Measures a portfolio’s exposure to carbon-intensive investments, expressed in tCO

million revenue in fund currency for corporate investments; or in tCO

e/m

for real estate

investments. Monitored internally and reported to investors in certain active funds at

least annually.

Capacity for

investing in climate

solutions

Investments in low-carbon and

energy transition

infrastructure and real estate*

ICG has three strategies that focus on investments in real assets that are already low-carbon in

nature or support directly the energy transition.

Infrastructure Equity, European Real

Estate Debt, and Sale and Leaseback

Transition Measures the proportion of Group’s investments into low-carbon and energy transition

related infrastructure and real estate, expressed as % of total AUM. Monitored internally

and publicly reported annually.

Installed renewable energy

generating capacity

Infrastructure Equity strategy Transition Measures the aggregate and annual change in installed renewable energy generating

capacity, expressed in GW. Monitored internally and publicly reported annually.

Our operations Scope 1 and 2 absolute GHG

emissions (market and location

based)*

Long-term goal: net zero GHG emissions across operations by 2040.

Interim target (approved and validated by the SBTi): to reduce the Group’s direct Scope 1 and

Scope 2 GHG emissions by 80% by 2030 from a 2020 base year (market based).

Group operations: combustion of fuel,

fugitive emissions, and purchased

electricity and heat

Transition Measures the direct operational carbon footprint of the Group in line with the GHG

Protocol, expressed in tCO

e. Assessed annually and reported publicly, subject to

independent limited assurance.

Scope 1 and 2 GHG emissions

intensity (market based)*

ICG seeks to improve the GHG intensity of our operations, year on year. Group operations: combustion of fuel,

fugitive emissions, and purchased

electricity and heat

Transition Measures efficiency of the direct operational carbon footprint of the Group relative to its

revenue, expressed in tCO

e per £M revenue. Assessed annually and reported publicly,

subject to independent limited assurance.

Purchased energy from

renewable sources (%)

ICG seeks to maximise the proportion of electricity consumption from renewables sources,

and encourage landlords to provide low-carbon heating solutions, wherever feasible.

Group operations: purchased

electricity and heat

Transition Measures the proportion of purchased electricity and heat from renewable sources.

Assessed annually and reported publicly, subject to independent limited assurance.

Scope 3 absolute GHG

emissions*

The Group is establishing a complete baseline and assessing the tools and levers necessary to

reduce its scope 3 emissions.

Group operations: business travel,

purchased goods and services, water

supply and waste generation

Transition Measures the indirect operational carbon footprint of the Group in line with the GHG

Protocol, expressed in tCO

e. Assessed annually and reported publicly, subject to

independent limited assurance.

2. Relevant investments includes all investments within Structured and Private Equity and Real Assets where ICG has sufficient influence - defined as at least 25% of fully diluted shares

and a board seat.

3. Active funds for this metric are those third-party 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.

45ICG | ANNUAL REPORT & ACCOUNTS 2023

Assessing the exposure of portfolios to

climate-related risks

Exposure to heightened climate-related risks by asset class

The principal mechanism ICG employs for assessing climate-related

risks before making a direct investment in a company is a proprietary

climate risk assessment methodology and tool that we developed

in-house with the support of a third-party adviser. The assessment

methodology utilises various external data sources, including TCFD

guidelines, the SASB Climate Risk Technical Bulletin, ThinkHazard,

the World Bank’s Climate Change Performance Index and Carbon

Pricing Dashboard, among others. Each investment opportunity

receives an overall climate risk rating on a 4-grade scale from Low to

Very High. The rating combines exposure to transition risk (sector

and value chain) and physical risk, taking into account the countries

of company headquarters and key operational assets.

While this assessment approach was designed primarily to support

investment decision making and engagement, we also use the climate

risk ratings to assess the exposure of relevant portfolios to

potentially heightened climate-related risks. As at 31 December

2022, 85.0% of assessed portfolios received a climate risk rating of

Low or Medium and only 3.3% with Very High risk rating, which we

consider as potentially heightened climate-related risk.

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

1. Portfolio composition as at 31 December in each respective year.

2. Excludes ICG Enterprise Trust and LP Secondaries - assessed portfolio in 2022 represents 93% of third-party AUM in this asset class as at 31 December 2022 (2021: 93%).

3. Relates to Infrastructure Equity, which represents 16% of third party AUM in this asset class as at 31 December 2022 (2021: 16%)

4. Excludes Alternative Credit and Secured Credit portfolios. Assessed portfolio in 2022 represents 87% of third-party AUM in this asset class as at 31 December 2022 (2021: 91%)

5. Except for Liquid Credit figures which are based on Market Value of investments. 2022 figures as at 31 December 2022, 2021 figures based on latest available at the time of

conducting the assessment.

The proportion of investments with potentially heightened exposure to climate-related risks by asset class is presented in the table below.

Overall, we saw low exposure of our portfolios as at 31 December 2022 across all assessed ICG asset classes, which is also in line with low

exposure as at 31 December 2021.

Exposure of assessed portfolios

to potentially heightened climate-related risks by asset class

Structured and

Private Equity

Private Debt

Infrastructure Equity

(Real Assets)

Credit

Total assessed

ICG portfolios

Year 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021

% of portfolio by

investment cost

2.1% 3.4% 0.3% 0.0% 0.0% 0.0% 7.8% 6.4% 3.3% 3.8%

Low High

Very High

Medium

53.9% 31.2% 11.6%

3.3%

Distribution of climate risk ratings for total assessed ICG

portfolios (31 December 2022)

46 ICG | ANNUAL REPORT & ACCOUNTS 2023

Embedding climate considerations into our culture

Remuneration

The Group and its Board have a long-term orientated approach to

variable pay, which aligns our Executive Directors to the interests of

our shareholders. As per the Directors’ Remuneration Policy, the

Group makes a single variable pay award each year to Executive

Directors, based on a balanced scorecard of KPIs, one of which is

Culture, D&I and Sustainability. The details of the FY23 outcome and

weighting for each Executive Director can be found on page 103.

During FY23, the Group took efforts to further embed assessment

and management of climate-related risks and opportunities in our

investment culture. The Group incorporated ESG assessment into

the annual performance appraisals of portfolio managers across the

firm. The aim of this practice is to reinforce alignment and

accountability at the right levels for achieving ESG excellence, while

ensuring we comply with a continued increase in relevant regulatory

requirements. It will also position portfolio managers to lead by

example, ensuring ESG and climate-related issues are being

appropriately and consistently considered in their teams’

approaches to investment.

Investment lifecycle

For each investment strategy, investment teams analyse ESG matters,

including climate change, to the extent feasible, at each stage of the

investment process, from screening, through due diligence, closing,

monitoring and eventual exit.

See ICG Responsible Investing and Climate Change policies for

further details about our approach. ICG Sustainability and People

Report 2022 provides further insight into key process enhancements

and highlights per asset class during 2022.

Sustainability-linked financing

At the Group level we have raised a total of $1.2bn ESG and

sustainability-linked financing, including issuing a €500 million

sustainability-linked Bond with adjustments to the coupon rate linked

to progress against the Group’s portfolio-level science-based

target.

Across the funds managed by the Group, we have raised a total of

$2.8bn ESG-linked fund-level financing since 2021, with climate-

related metrics.

6. Relevant investments that were in our portfolios at the time of setting our portfolio coverage target that are still in the portfolio as at 31 December 2022. Note that the SBTi currently

does not validate and approve SBTs for educational institutions, so three portfolio companies in this sector have been excluded from our update.

7. These are Europe Corporate, Asia Pacific Corporate, Europe Mid-Market, and Infrastructure Equity.

Transition to low-carbon economy

Our net zero strategy will continue to evolve as we work towards

building a more comprehensive approach across the Group. Over

time, as we incorporate measurement frameworks for our various

investment portfolios and build our capabilities and access to

relevant, quality data, we will expand our reporting on metrics, taking

into consideration the upcoming, applicable TCFD-related

regulatory requirements, the recommendations and guidance of the

TCFD, industry best practice and stakeholder expectations. Below

we outline the key metrics and targets we currently assess and

monitor, where available.

Decarbonising our investment portfolios

Financed emissions

In November 2021, ICG committed to reach net zero GHG emissions

across its operations and relevant investments. In order to meet this

ambition we need to reduce emissions associated with our

investment activities. To support our commitment we set a portfolio

coverage science based target approved and validated by the SBTi:

• ICG’s target for 100% of relevant investments to have SBTi-

approved science-based targets by 2030, with an interim target of

50% by 2026.

As at 31 December 2022, the Group has engaged with all 32

portfolio companies across five investment strategies

qualifying as

relevant investments, representing nearly $8bn of invested capital.

Over time, the tools to assess financed emissions and measure net

zero will evolve in the private markets. In addition to the setting of

SBTs for relevant investments, ICG is developing a plan to

systematically assess potential net zero solutions for the strategies

not covered by our SBTs.

In FY23 we continued to expand the measurement of financed

emissions in line with the Partnership for Carbon Accounting

Financials Standard, and inclusion of such data as standard in ESG

reporting to clients or active funds. Disclosure of GHG data by

private companies and for real estate property is still nascent, so for

any gaps in actual data we utilise proxy data modelled by a reputable

external data provider. At the end of FY23, financed emissions,

alongside other portfolio metrics recommended by the TCFD, such

as weighted average carbon intensity and portfolio carbon footprint,

were assessed and reported for funds representing 36% of total

AUM and we will continue to explore ways to increase this coverage.

47ICG | ANNUAL REPORT & ACCOUNTS 2023

Have set SBTs

1. Relevant investments that were in our portfolios at the time of setting our portfolio coverage target that are still in the portfolio as at

31 December 2022. Note that the SBTi currently does not validate and approve SBTs for educational institutions, so three portfolio

companies in this sector have been excluded from our update.

2. These are Europe Corporate, Asia Pacific Corporate, Europe Mid-Market, North America Private Equity, and Infrastructure Equity.

3. Percentages are calculated based on number of companies in the respective stages, and may not add to 100% due to rounding.

4. As per the applicable SBTi requirements for target setting and validation, as of 31 December 2022.

Number of

relevant

investments

% of relevant investments

by invested

capital

by number of

companies

Have set SBTs and submitted

them to SBTi

9 15% 28%

Of which,

have approved targets by SBTi

6 7% 19%

companies located in Asia Pacific, Europe, and North America qualify as relevant investments for ICG’s portfolio coverage target.

ICG has engaged all such relevant investments on setting SBTi-approved GHG emissions reduction targets.

Completed In progress In early stages

Establishing the required baseline carbon

footprint by the SBTi

Developing SBTs and decarbonisation plans to deliver

on them in the short to mid term

Commitments for over

thousand tonnes CO

e of

baseline emissions to be

reduced in line with the latest

climate science

25%

are in early stages

47%

are in the process of developing their

targets and plans

28%

have a fully developed target and plan

Each of these companies is at a different stage of the SBT setting process, with progress shown below across three key milestones:

13%

are in early stages

44%

have completed a full baseline

16%

are working on their baseline

28%

have completed Scope 1 and 2 emissions, and are in the

process of completing Scope 3 emissions calculations

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1. Relevant investments that were in our portfolios at the time of setting our portfolio coverage target that are still in this portfolio as at 31 December 2022. Note that the STBi currently

does not validate and approve SBT’s for educational institutions, so three portfolio companies in this sector have been excluded from our update.

2. These are Europe Corporate, Asia Pacific Corporate, Europe Mid-Market, and Infrastructure Equity.

3. Percentages are calculated based on number of companies in the respective stages, and may not add to 100% due to rounding.

4. As per the applicable SBTi requirements for target setting and validation, as of 31 December 2022.

48 ICG | ANNUAL REPORT & ACCOUNTS 2023

Capacity for investing in climate solutions

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 and enhancing social cohesion. The Organisation

for Economic Co-operation and Development estimates

that $6.9

trillion per year is needed up to 2050 for investment in sustainable

and resilient infrastructure to achieve the UN Sustainable

Development Goals by 2030 and net zero emissions by 2050.

To capitalise on this growing investment opportunity, ICG has

launched a number of strategies investing in infrastructure and real

estate that underpin or have strong potential to align with the

Spotlight:

Towards harmonised GHG accounting and reporting

in private equity – an iCI sector guidance

Private market investors are increasingly being called upon to

set ambitious climate commitments. Regulators, investors,

lenders, and other stakeholders alike, are demanding GHG

reporting against consistent and comparable climate metrics.

Against this backdrop of rising transparency requests, the iCI

members saw an opportunity to develop a specific guidance to

private equity investors. As co-chair of the working group

tasked with developing this guidance, ICG was proud to

spearhead this effort, and bring our experience to bear in

providing investors and their portfolio companies consistent

guidance on:

1. Carbon footprinting - Calculating Scope 1, Scope 2 and

Scope 3 emissions.

2. Financed emissions - Attributing GHG emissions from

portfolios to GPs and Limited Partners.

3. Fund reporting - Aggregating emissions at the fund level and

reporting to stakeholders.

4. Target setting - Conducting portfolio analysis with a view to

set targets that support the transition to a net zero economy.

transition to a low carbon economy. These strategies have

sustainability frameworks designed to align with specific UN

Sustainable Development Goals (SDGs), and all incorporate

climate-focused SDGs including SDG 7 (Clean Energy) and 13

(Climate Action); and deliver tangible, targeted improvements in the

sustainability performance of assets as part of the asset management

plans. As at 31 March 2023, these strategies constitute 48% of total

Group AUM in Real Assets, compared to 40% a year earlier; and

represent a growth opportunity for ICG.

In addition, as at 31 March 2023, 1.9GW of renewable energy

capacity was deployed across the Infrastructure Equity portfolios,

compared to 221 MW, as at 31 December 2020.

Our operations

The following targets and underlying metrics are used by the Group

to assess climate-related risk and opportunities for its operations in

line with its strategy and risk management process.

Long-term goal: net zero operations by 2040

Interim target (approved and validated by the SBTi): to reduce

the Group’s direct Scope 1 and Scope 2 GHG emissions by 80%

by 2030 from a 2020 base year.

The Group measures and discloses its operational GHG emissions in

compliance with the SECR requirements (see page 50). This

includes Scope 1 and Scope 2 GHG emissions and related energy use

broken down by region and source. In addition, we disclose scope 1

and 2 emissions intensity (tCO

e/£M revenue), and Scope 3 GHG

emissions related to business travel, purchased goods and services,

water use, and generated waste.

The chart below illustrates ICG’s emissions reduction versus its

scope 1 and 2 SBT trajectory and a 1.5 degree aligned trajectory.

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

5. Source: UNEP, accessed on 29 November 2022, https://www.unep.org/explore-topics/green-economy/what-we-do/sustainable-infrastructure-investment

200

400

600

800

1000

2017

2018 2019 2020 2021 2022 2023 2025

2024 2026 2027 2028 2029 2030

Total Scope 1 and 2 GHG emissions (tCO

ICG SBT linear trajectory 1.5 degree aligned trajectory

49ICG | ANNUAL REPORT & ACCOUNTS 2023

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

Annual Group GHG emissions statement

This statement has been prepared in accordance with our regulatory

obligation to report GHG emissions pursuant to the Companies

(Directors’ Report) and Limited Liability Partnerships (Energy and

Carbon Report) Regulations 2018 which implement the UK

government’s policy on SECR.

Operational GHG Emissions Performance

During the reporting period 1 April 2022 to 31 March 2023, our

measured Scope 1 and Scope 2 (market-based) emissions totalled

121 metric tCO

e compared to 81 metric tCO

e in FY22. The scope 1

and 2 intensity equated to 0.20* metric tCO

e/FTE and 0.19* metric

tCO

e/£mn revenue, compared to 0.13 metric tCO

e/FTE and

0.08 metric tCO

e/£mn revenue in FY22.

GHG Emissions

FY23 FY22 FY21 FY20

Direct

emissions

(scope 1)

Combustion of fuel

and operation of

facilities 46

7 11 66

Indirect

emissions

(scope 2)

Purchased electricity/

heat (location-based) 250

194 211 448

Purchased electricity/

heat (market-based) 75

74 184 479

Total scope 1 and 2

121 81 195 545

Indirect

emissions

(scope 3)

Business travel

(flights, rail, vehicles,

taxis, hotels) 2,724

749 41 2,640

Waste generated in

operation (incl. water) 3

4 0.6 8

New scope 3

categories to FY23

Purchased Goods and

Services

3,4

13,286

– – –

Fuel and energy

related activities

– – –

Total Scope 3 16,089 753 42 2,648

* ICG plc engaged Ernst & Young LLP (EY) to provide limited assurance over GHG

emission metrics as indicated by * in the FY23 annual GHG Emission Statement. The

assurance engagement was planned and performed in accordance with International

Standard on Assurance Engagements (UK) 3000 (July 2020), as promulgated by the

Financial Reporting Council (FRC). The assurance report is publicly available at

https://www.icgam.com/sustainability-esg/. It includes details on the scope,

respective responsibilities, approach, restrictions, limitations and conclusions.

Previous years data were verified to ISO14064 by alternative providers.

Scope 1 and 2 emissions (mtCO

2023: 121

2022: 81

2021: 195

Market-based

2020: 545

2023: 297

2022: 201

2021: 222

2020: 514

Location-based

UK RoW

309

112

237

244

142

92 130

284 230

121

1. Numbers in the table have been rounded up or down to the nearest metric tonne (mt) of CO

2. The sum of scope 1 and 2 emissions is based on the scope 2 market based data.

3. 2023 was the first year that Purchased Goods and services (PG&S) and fuel and energy related activities were calculated for ICG. PG&S calculation method used was a spend-based

approach.

4. PG&S spend does not include third party administrators of funds managed by ICG.

FY23 Scope 1 and 2 (market-based) emissions have decreased by

78% from ICG’s FY20 baseline, driven by an increase in the number

of offices procuring 100% renewable electricity.

The year-on-year increase in scope 1 and 2 (market-based)

emissions from FY22 to FY23 is primarily due to the expansion of ICG

operations in North America (New York), and an improvement in the

accessibility of heating (scope 1) data from landlords in leased

facilities in other global operations. During FY23, ICG North America

50 ICG | ANNUAL REPORT & ACCOUNTS 2023

moved to a larger office location, resulting in an overlap of two

separate premises under ICG control for a period of 6 months from

31 August to 31 January 2023, while experiencing an increase in

electricity demand (and therefore scope 2 location-based

emissions) from its expanded workforce.

In FY23, ICG expanded its inventory profile to include its purchased

goods and services (PG&S), which now constitute the majority of

scope 3 emissions (82%). As this is the first year of estimating PG&S

emissions, ICG has utilised a spend-based estimation method for this

initial GHG profile of the supply chain. Waste and water related

emissions have reduced year on year due to waste reduction

measures implemented in our London office, whilst business travel

has rebounded to pre-pandemic levels, driven by an increase in FTE

and the removal of global restrictions to international travel.

Metrics FY23 FY22 FY21 FY20

Scope 1 and 2 (market-based

emissions) per FTE (mtC02e)

0.20 0.13 0.35 1.07

Scope 1 and 2 (market-based

emissions) per £Mn revenue

(mtCO

e) 0.19 0.08 0.24 1.32

Energy Consumption and Efficiency

During the year, our total fuel and electricity consumption in our

operations totalled 1,090 MWh. 25% of energy was electricity

consumed in the UK, 33% was electricity consumed in the US, while

the remaining 11 global sites consumed 18%. The remainder was

through heating fuel in 4 sites globally. The split between fuel and

electricity consumption is displayed in the table below. 76% of

electricity purchased is from renewable sources either through

green tariffs or backed by renewable energy certification, compared

with 58% in the previous year. ICG continues to expand the purchase

of renewable electricity while we explore energy efficiency solutions

such as the installation of LED lighting in suitable global offices. Fuel

consumption has increased from 2022 due to the new US office

utilising natural gas as compared to the electric based heating

system from the previous premises.

FY23 FY22 FY21 FY20

Electricity

835,901 650,729 686,572 1,468,177

Of which, from renewable

sources

638,697 379,161 154,744 –

Fuels

2, 3

254,307 25,992 37,927 316,156

Total Electricity and Fuels

1,090,207 676,721 724,499 1,784,333

1. FTE figures include all staff: permanent employees and contractors

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

3. Units provided in kWh

Energy Consumption (kWh)

2023: 835,901

2022: 650,729

2021: 686,572

Electricity

2020: 1,468,177

2023: 254,307

2022: 25,992

2021: 37,927

2020: 316,156

Fuels

UK RoW

254,307

910,966 557,211

284,378 31,778

15,200

25,992

22,727

275,084 560,817

279,585 371,144

383,087 303,486

51ICG | ANNUAL REPORT & ACCOUNTS 2023

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED

GHG statement methodology

Reporting period - 1 April 2022 - 31 March 2023

Boundary - Operational control. Facilities that are operated by ICG

where we have more than five members of staff in the building on a

permanent basis.

ICG quantifies and reports our organisational GHG emissions in

alignment with the World Resources Institute’s Greenhouse Gas

Protocol Corporate Accounting and Reporting Standard, alignment

with the Scope 2 Guidance, and Corporate Value Chain (Scope 3)

Standard. We consolidate our organisational boundary according to

the operational control approach, which includes all our offices

around the world with five or more employees.

The GHG sources that constituted our operational boundary for the

2023 reporting period are:

• Scope 1: Natural gas combustion within boilers and refrigerants

from air-conditioning equipment

• Scope 2: Purchased electricity consumption for our own use

(location based and market based)

• Scope 3: Business travel (rail, taxis, hotels (new to FY23) and air

travel), water supply and waste generation, transmission and

distribution of electricity (new to FY23 inventory), purchased

goods and services (new to FY23).

In some cases, where data is missing, values have been estimated

using either extrapolation of available data or data from the previous

year as a proxy. Further detailed explanation of the calculation

approach is provided in page 213.

The Scope 2 Guidance requires that we quantify and report Scope 2

emissions according to two different methodologies (“dual

reporting”): (i) the location-based method, using average emissions

factors for the country in which the reported operations take place;

and (ii) the market-based method, which uses the actual emissions

factors of the energy procured when certified green electricity has

been procured.

Consumption data has been converted into CO

equivalent using:

• UK Government 2020, 2021 and 2022 Conversion Factors for

Company Reporting across all emissions sources unless those

below were used.

• International Energy Agency international electricity conversion

factors (to calculate emissions from corresponding activity data)

• United States Environmental Protection Agency data for train

travel in the US, and Network for Transport Measures (NTM) data

for train travel in the EU.

• For business travel based on expenses, Quantis spend based

emissions factors are used.

• Spend based emissions factors from the Department for Business,

Energy and Industrial Strategy (BEIS) and sourced from the GHG

Protocol scope 3 guidance.

52 ICG | ANNUAL REPORT & ACCOUNTS 2023

Employee matters

We aim for employees to have a sense of wellbeing and promote an

inclusive working culture where they can freely question practices

and suggest alternatives. We support agile working and offer access

to a range of flexible benefits. We ensure our levels of overall

remuneration are without gender bias and designed to attract,

develop and retain talented employees.

Employee diversity

As at 31 March 2023, the Group has a permanent employee

population of 582 of which 212 are women and 370 are men.

There are three Executive Directors including one woman and one

director from an ethnically diverse background. Of the 31 senior

managers reporting to the Executive Directors (including those

based outside the UK), 23% are women.

Board diversity

Biographical details of the Board are set out on page 78 with

information on diversity on page 96.

Measurement

The Board approved a target of increasing the number of women in

UK senior management to 30% by 2023 and a shareholder KPI has

been established to reinforce a culture of inclusivity which supports

a diverse and thriving workforce and lays the foundation for

sustainable success (see page 18).

We have published our gender pay gap data which is set out on

page 112.

Human rights and social matters

We do not tolerate discrimination of any nature and comply fully

with appropriate human rights legislation.

Policies and standards

We are committed to preventing 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 have also conducted a review of our own business, our portfolio

companies that are covered by our statement, and material suppliers.

No concerns were raised in any of our due diligence.

The Group’s full policy on Modern Slavery can be found at

www.icgam.com.

Anti-bribery and corruption

We are committed to ethical business across all our operations and

investments. Our policy is never to offer, request or receive bribes,

and to refuse any request to pay them. We actively seek to reduce

opportunities for corruption. We do not invest in companies or

projects that engage in corruption or appear to have a high risk of

such behaviour and we investigate and deal with all reported or

identified cases of corruption in line with our policy. The policy

applies to all entities within the Group wherever we do business.

Environmental matters

The Group’s disclosures in response to the recommendations of the

TCFD are set out on page 30.

The Group’s disclosures in accordance with the SECR requirements

are set out on page 50.

NON-FINANCIAL INFORMATION STATEMENT

Non-financial information statement

The Group complies with the Non-Financial Reporting requirements

contained in sections 414CA and 414CB of the Companies Act 2006. This

information is intended to help stakeholders better understand how we

address key non-financial matters. This aligns with the work we already do in

support of the Taskforce on Climate-related Financial Disclosures, UN Global

Compact and UN Sustainable Development Goals (see pages 30 to 52).

Further details of the activities we undertake in supporting these frameworks

are available on our website. Details of our principal risks and how we

manage those risks are set out on page 66.

53ICG | ANNUAL REPORT & ACCOUNTS 2023

This has been a

defining year for

ICG both in our

market standing

and in our growth

trajectory. Our scale,

diversification, brand

and investment

performance have

combined to generate

a record year on

many levels.

Vijay Bharadia

Chief Financial and Operating

Officer

The Board and management monitor the financial performance of the Group on the basis of Alternative Performance Measures (APM),

which are non-UK-adopted IAS measures. The APM form the basis of the financial results discussed in this review, which the Board believes

assist shareholders in assessing their investment and the delivery of the Group’s strategy through its financial performance.

The substantive difference between APM and UK-adopted IAS is the consolidation of funds and related entities deemed to be controlled by

the Group, which are included in the UK-adopted IAS consolidated financial statements but excluded for the APM.

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 an UK-adopted IAS basis was below the prior period at £251.0m (FY22: £565.4m). On the APM basis it was

below the prior period at £258.1m (FY22: £568.8m).

Detail of these adjustments can be found in note 4 to the UK-adopted IAS consolidated financial statements on pages 142 to 206.

AUM

Total AUM

During the period, total AUM grew 14% on a constant currency basis (up 11% on a reported basis) and at 31 March 2023 was $80.2bn (31

March 2022: $72.1bn). The balance sheet investment portfolio accounted fo

r 4.1% of the Total AUM (31 March 2022: 5.0%).

Third-party AUM and fee-earning AUM

Third-party AUM grew 15% on a constant currency basis during the period, and stood at $77.0bn at 31 March 2023 (31 March 2022:

$68.5bn).

Fee-earning AUM grew 10% on a constant currency basis during the period, and stood at $62.8bn at 31 March 2023 (31 March 2022:

$58.3bn).

At 31 March 2023 we had $20.9bn of third-party AUM available to deploy in new investments (dry powder), $14.7bn of which is not-yet-fee-

earning, but will be when the capital is invested or enters its investment period.

With effect from 31 March 2023, the methodology for calculating third-party AUM was updated in line with industry practice to include i) all

uncalled capital commitments until they are legally expired (previously, uncalled capital commitments were removed from third-party AUM

as a ‘step-down’ despite the fund being legally able to call such capital); and ii) permanent fund-level leverage where such leverage has been

signed with the leverage provider and where we charge fees on the leverage. The aggregate impact of these changes is to increase third-

party AUM by $3.1bn and fee-earning AUM by $0.5bn.

FINANCE REVIEW

A disciplined approach to investing

for future growth

54 ICG | ANNUAL REPORT & ACCOUNTS 2023

At 31 March 2023 56% of our fee-earning AUM was in euros; 31% in dollars; 12% in sterling; and 1% in other currencies. Our funds pay fees

in their fund currency. Third-party AUM reduced by $1.6bn during the period due to FX movements, partially offset by positive market

moves of $0.7bn impacting funds that charge fees on NAV. For more details on the impact of FX rates on our reported financials, see page 65.

Third-party AUM ($m)

Structured and

Private Equity Private Debt Real Assets Credit Total

At 1 April 2022 22,507 19,806 8,028 18,127 68,468

Additions

3,747 3,864 1,064 1,895 10,570

Realisations (1,513) (391) (439) (1,928) (4,271)

Policy change 2,381 712 (7) 42 3,128

FX and other 606 (350) (783) (381) (908)

At 31 March 2023 27,728 23,641 7,863 17,755 76,987

Change $m 5,221 3,835 (165) (372) 8,519

Change % 23 % 19 % ( 2 ) % ( 2 ) % 12 %

Change % (constant exchange rate)

26 % 20 % 3 % ( 1 ) % 15 %

1. Includes $0.3bn of steps-up;

2. See page 65 for an explanation of constant exchange rate calculation

Fee-earning AUM ($m)

Structured and

Private Equity Private Debt Real Assets Credit Total

At 1 April 2022 22,100 11,953 6,873 17,409 58,335

Funds raised: fees on committed capital 3,367 — 414 422 4,203

Deployment of funds: fees on invested capital 436 4,451 928 1,411 7,226

Total additions 3,803 4,451 1,342 1,833 11,429

Policy change (38) (10) (11) 534 475

Realisations (2,327) (1,937) (1,005) (1,654) (6,923)

FX and other 302 (208) (337) (224) (467)

At 31 March 2023 23,840 14,249 6,862 17,898 62,849

Change $m 1,740 2,296 (11) 489 4,514

Change % 8 % 19 % — % 3 % 8 %

Change % (constant exchange rate)

10 % 22 % 5 % 4 % 10 %

1. See page 65 for an explanation of constant exchange rate calculation

Business activity

$bn

Fundraising Deployment

Realisations

1,2

FY23 FY22 FY23 FY22 FY23 FY22

Structured and Private Equity 3.5 10.4 4.3 8.0 2.3 2.6

Private Debt 3.8 4.1 4.5 4.9 2.0 2.8

Real Assets 1.0 3.0 1.7 2.1 1.0 1.0

Credit 1.9 5.0 n/a n/a n/a n/a

Total 10.2 22.5 10.5 15.0 5.3 6.4

1. Direct investment funds;

2. Realisations of third-party fee-earning AUM

55ICG | ANNUAL REPORT & ACCOUNTS 2023

Fundraising

• We attracted $10.2bn of new money during the period, in line with our guidance and bringing the total raised since 31 March 2021 to

$32.8bn, on track to meet accelerated fundraising target of at least $40bn cumulatively between FY22 - FY24

• Structured and Private Equity attracted $3.5bn of capital. Within this, Strategic Equity IV raised $1.3bn, Europe VIII raised $1.2bn and

Asia Pacific IV raised $450m. All three of these funds had final closes during the period at or above their original hard caps. During the

year, we also raised for Strategic Equity V, LP Secondaries I and Europe Mid-Market II

• Private Debt was the largest contributor to fundraising during the period amongst our asset classes, attracting a total of $3.8bn, $3.3bn of

which was in SDP V and SDP SMAs. During the period we launched North America Credit Partners III and had closed $427m of third-party

commitments at 31 March 2023

• Real Assets raised $1.1bn, with the majority ($591m) coming from Real Estate Debt strategies. In addition we raised $414m for Sale and

Leaseback II

• Credit raised $1.9bn, of which $1.2bn was from new CLOs (two in Europe and one in the US) and the remainder was within our liquid

credit funds

• At 31 March 2023 funds that were actively fundraising included: SDP V and SDP SMAs; Strategic Equity V; North America Credit Partners

III; Europe Mid-Market II; Infrastructure II; Sale and Leaseback II; LP Secondaries I; Life Sciences I; and various credit strategies. The

timings of closes for those funds depends on a number of factors, including the prevailing market conditions

Deployment

• During the period we deployed a total of $10.5bn of AUM on behalf of our direct investment funds

• Within Structured and Private Equity, Strategic Equity saw strong activity, deploying $2.6bn (FY22: $2.5bn), with the remainder across

European Corporate including Europe Mid-Market I and various other strategies

• Within Private Debt, deployment was driven by our direct lending strategy, Senior Debt Partners, which deployed $3.9bn. The Australia

Senior Loan fund deployed $0.3bn and North American Private Debt

$0.2bn

• Within Real Assets, real estate debt strategies deployed $0.9bn, Infrastructure Equity I deployed $0.5bn and Sale and Leaseback deployed

$0.3bn

Realisations

• Despite the slowdown in transaction activity across the market, we continued to realise investments, with $5.3bn fee-earning AUM

realised from our direct investment funds (FY22: $6.4bn)

• Structured and Private Equity accounted for $2.3bn of realisations within fee-earning AUM, with the majority of activity coming from

Europe VI and Europe VII (2015 and 2018 vintages' respectively)

• Realisations of fee-earning AUM in Private Debt were $2.0bn, with the vast majority ($1.7bn) being within direct lending (Senior Debt

Partners)

• Real assets accounted for $1.0bn of realisations within fee-earning AUM, almost all of which was across a range of real estate debt

strategies

FINANCE REVIEW CONTINUED

56 ICG | ANNUAL REPORT & ACCOUNTS 2023

Performance of key funds

A summary of selected ICG drawdown funds that have had a final close at 31 March 2023 is set out below:

Vintage Total fund size

% deployed

Gross MOIC

31 March 2023

Gross MOIC

31 March 2022

DPI

31 March 2023

Structured and Private Equity

Europe V 2011

€2.5bn 1.8x 1.8x 151%

Europe VI 2015

€3.0bn 2.2x 2.1x 171%

Europe VII 2018

€4.5bn 1.8x 1.7x 42%

Europe VIII 2021

€8.1bn 43 % 1.1x 1.1x —%

Europe Mid-Market I 2019

€1.0bn 78 % 1.4x 1.2x —%

Asia Pacific III 2014

$0.7bn 2.1x 2.1x 103%

Asia Pacific IV 2020

$1.0bn 43 % 1.4x 1.4x —%

Strategic Secondaries II 2016

$1.1bn 2.9x 2.8x 136%

Strategic Equity III 2018

$1.9bn 2.3x 2.2x 28%

Strategic Equity IV 2021

$4.2bn 95 % 1.6x 1.3x 5%

Private Debt

Senior Debt Partners II 2015

€1.5bn 1.3x 1.3x 75%

Senior Debt Partners III 2017

€2.6bn 1.2x 1.2x 43%

Senior Debt Partners IV 2020

€5.0bn 100 % 1.1x 1.1x 9%

North American Private Debt I 2014

$0.8bn 1.5x 1.4x 128%

North American Private Debt II 2019

$1.4bn 92 % 1.3x 1.2x 19%

Real Assets

Real Estate Partnership Capital IV

2015

£1.0bn 1.3x 1.3x 82%

Real Estate Partnership Capital V

2018

£1.0bn 1.2x 1.2x 16%

Infrastructure Equity I 2020

€1.5bn 90 % 1.3x 1.2x 1%

Sale & Leaseback I 2019

€1.2bn 99 % 1.3x 1.3x 7%

Note co-mingled funds only. Where there are funds with multiple currencies, FX rates at 31 March 2023 used to convert

1. Gross MOIC as at 31 March 2023

2. For current vintages only

3. Third-party AUM plus ICG plc commitment at point of final close. MOICs and DPI for SDP III and SDP IV shown for EUR sleeves

Overview: Group financial performance

Fund Management Company (FMC) revenue was £539.9m (FY22: £512.8m) and FMC profit before tax was £310.7m (FY22: £286.2m),

anincrease of 9% compared to FY22, resulting in an FMC operating margin of 57.5% (FY22: 55.8%).

Net investment returns (NIR) for the Investment Company (IC) of 4%, or £102.3m, and over the last five years have averaged 11%. The IC as

a whole recorded a (loss) of £(52.6)m (FY22: profit of £282.6m).

The Group generated a Group profit before tax of £258.1m (FY22: £568.8m) and Group earnings per share were 80.3p (FY22: 187.6p).

ICG has a progressive dividend policy, and the proposed final dividend of 52.2p per share brings the total dividend per share to 77.5p for

FY23, an increase of 2% compared to FY22. Over the last five years the dividend per share has grown at an annualised rate of

21%.

Our balance sheet remains strong and well capitalised, with net gearing of 0.50x, total available liquidity of £1.1bn and a net asset value per

share of 694p.

Our medium-term financial guidance

remains unchanged from 31 March 2022.

57ICG | ANNUAL REPORT & ACCOUNTS 2023

£m unless stated 31 March 2023 31 March 2022 Change %

Third-party management fees 481.4 392.7 23%

Third-party performance fees 19.6 56.0 (65%)

Third-party fee income 501.0 448.7 12%

Movement in FV of derivative (26.8) (0.4) n/m

Other income 65.7 64.5 2 %

Fund Management Company revenue 539.9 512.8 5 %

Fund Management Company operating expenses (229.2) (226.6) 1 %

Fund Management Company profit before tax 310.7 286.2 9 %

Fund Management Company operating margin 57.5 % 55.8 % 3 %

Investment Company revenue 98.4 451.7 (78%)

Investment Company operating expenses (103.1) (118.6) (13%)

Interest income 13.9 — >100%

Interest expense (61.8) (50.5) 22%

Investment Company (loss) / profit before tax (52.6) 282.6 (119) %

Group profit before tax 258.1 568.8 ( 5 5 ) %

Tax (28.8) (30.8) (6%)

Group profit after tax 229.3 538.0 ( 5 7 ) %

Earnings per share 80.3 p 187.6p (57%)

Dividend per share 77.5p 76.0p 2 %

31 March 2023 31 March 2022 Change %

Liquidity £1.1bn £1.3bn (16%)

Net gearing 0.50x 0.45x 0.05x

Net asset value per share 694p 696p — %

Fund Management Company

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

clients.

Third-party fee income

Third-party fee income grew to £501.0m in FY23 (FY22: £448.7m), a year-on-year increase of 12% (an increase of 7% on a constant

currency basis).

£m

Year ended

31 March 2023

Year ended

31 March 2022

Change

Structured and Private Equity – management fees 283.1 206.2 37%

Structured and Private Equity – performance fees 13.4 47.3 (72)%

Structured and Private Equity 296.5 253.5 17%

Private Debt – management fees 83.7 66.5 26%

Private Debt – performance fees 6.3 6.1 3%

Private Debt 90.0 72.6 24%

Real Assets – management fees 48.9 61.4 (20)%

Real Assets – performance fees (0.1) 0.1 n/m

Real Assets 48.8 61.5 (21)%

Credit – management fees 65.7 58.6 12%

Credit – performance fees — 2.5 n/m

Credit 65.7 61.1 8%

Third-party fee income 501.0 448.7 12 %

Of which management fees 481.4 392.7 23%

Of which performance fees 19.6 56.0 (65)%

Our third-party fee income is largely comprised of management fees, which have a high degree of visibility and are directly linked to our fee-

earning AUM.

FINANCE REVIEW CONTINUED

58 ICG | ANNUAL REPORT & ACCOUNTS 2023

The increase in management fees during FY23 was due to a number of factors including fundraising for Europe VIII and Strategic Equity IV

(both of which charge fees on committed capital); net deployment within Private Debt (which charges fees on invested capital); and changes

in foreign exchange rates. The £12.7m reduction in fee income for Real Assets was due to the prior period including £14.3m of catch-up fees

(largely for Infrastructure Equity I and Sale and Leaseback I), which are non-recurring. Excluding those catch-up fees, third-party fee income

for Real Assets is up approximately 3.4%.

Management fees during FY23 include a total of

£30.6m catch-up fees (FY22: £14.3m). We do not expect significant catch-up fees for FY24

given the funds we have in market and the potential timing of first closes.

The effective management fee rate on our fee-earning AUM at the period end was 0.90% (FY22: 0.88%). The increase was due to the

fundraising within Structured and Private Equity in strategies with higher fee rates charging fees on committed capital as well as a positive

mix effect in other asset classes. The fee rate is split between asset classes as follows:

31 March 2023 31 March 2022

Structured and Private Equity

1.26 % 1.24 %

Private Debt

0.82 % 0.83 %

Real Assets

0.91 % 0.87 %

Credit

0.49 % 0.47 %

Group 0.90 % 0.88 %

Performance fees are a relatively small part of our revenue, and during the five years to 31 March 2023 have accounted for an average of

10.2% of our third-party fee income. With lower transaction activity in the broader market, timing expectations for various exits within our

funds have been extended. This has resulted in a lower level of performance fees being recognised in this period, although does not impact

the absolute level of performance fees we expect to receive if our funds perform in line with expectations. At 31 March 2023 the Group had

an asset of £37.5m of accrued performance fees on its balance sheet (FY22: £91.0m):

£m

Accrued performance fees at 1 April 2022

91.0

Accruals during period

19.4

(Received) during period

(74.9)

FX and other movements

2.0

Accrued performance fees at 31 March 2023 37.5

Our funds charge fees in the fund currency, and third-party fee income for the period was 56% in euros, 32% in US dollars, 11% in sterling

and 1% in other currencies. On a constant currency basis our third-party fee income grew by 7% compared to FY22.

Movements in Fair value of derivatives and other income

During the year the Group changed its policy regarding hedging of non-sterling fee income. Previously the Group’s policy was to hedge non-

sterling fee income to the extent that it was not matched by costs and was predictable (transaction hedges). For FY23 FMC revenue included

a negative impact of £(26.8)m due to changes in the fair value of these transaction hedges (FY22: £(0.4)m). During the financial year the

Group decided to no longer enter into transaction hedges as a matter of course (although it may still do so on an ad hoc basis), and

economically closed out all outstanding transaction hedges. Further detail on our hedging policy and sensitivities can be found on

page 65.

Other income includes recorded dividend receipts of £40.2m (FY22: £38.0m) from investments in CLO equity, which are continuing to be

received in line with historical experiences. The FMC also recognised £25.0m of revenue for managing the IC balance sheet investment

portfolio (FY22: £24.8m), as well as other income of £0.5m (FY22: £1.7m).

59ICG | ANNUAL REPORT & ACCOUNTS 2023

Operating expenses and margin

During the year we remained focussed on managing costs, resulting in operating expenses increasing by only 1% compared to FY22 and

totalling £229.2m (FY22: £226.6m). Salaries increased broadly in line with headcount (which grew 11%), while incentive scheme costs grew

by only 6%. Both administrative costs and depreciation and amortisation recorded absolute reductions compared to FY22. Administrative

costs reduced due to lower professional and consulting costs, lower placement agent fees and lower recruitment costs given the lower hiring

in FY23 compared to FY22.

Operating expenses for the period were

70% in sterling, 9% in euros, 14% in US dollars and 7% in other currencies.

£m

Year ended

31 March 2023

Year ended

31 March 2022

Change

Salaries 85.0 76.0 12 %

Incentive scheme costs 92.2 87.2 6 %

Administrative costs 45.7 55.1 (17 %)

Depreciation and amortisation 6.3 8.3 (24 %)

FMC operating expenses 229.2 226.6 1 %

FMC operating margin 57.5 % 55.8 % 2 %

The FMC recorded a profit before tax of £310.7m (FY22: £286.2m), a year-on-year increase of 9% and an increase of 14% on a constant

currency basis (excluding the change in fair value of derivatives).

The FMC operating margin of 57.5% (FY22: 55.8%) was above our medium-term guidance of above 50%, driven in part by a combination of

catch-up fees and a strong focus on cost control.

Investment Company

The Investment Company (IC) invests the Group’s proprietary capital to seed and accelerate emerging strategies, and invests alongside the

Group’s more established strategies to align interests between our shareholders, clients and employees. 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 (Deal Vintage Bonus, or DVB).

Balance sheet investment portfolio

The balance sheet investment portfolio grew 3% in absolute terms during the year and was valued at £2.9bn at 31 March 2023 (31 March

2022: £2.8bn). It experienced net realisations during the period of £128m (FY22: £253m), being new investments of £666m (FY22: £952m)

and realisations of £794m (FY22: £1,205m). Realisations in FY23 include £101m of proceeds received when we sold down a portion of the

balance sheet's exposure to ICG's liquid credit funds.

We made a number of new seed investments totalling £214m, including on behalf of Life Sciences, LP Secondaries, US Mid-Market and Real

Estate Opportunistic Equity Europe. These investments are held in anticipation of being transferred to a third-party fund. At 31 March 2023

the balance sheet held £330m of seed investments (31 March 2022: £178m).

At 31 March 2023 the balance sheet investment portfolio was 45% euro denominated, 27% US dollar denominated, 21% sterling

denominated and 7% in other currencies.

£m

As at 31

March 2022

New

investments Realisations

Gains/ (losses)

in valuation FX & other

As at 31

March 2023

Structured and Private Equity

1,826 260 (513) 112 66 1,751

Private Debt

149 31 (33) 14 8 169

Real Assets

222 130 (88) 20 5 289

Credit

447 31 (109) (30) 24 363

Seed Investments

178 214 (51) (16) 5 330

Total Balance Sheet Investment Portfolio 2,822 666 (794) 100 108 2,902

1. Within Credit, at 31 March 2023 £65m was invested in liquid strategies, with the remaining £298m invested in CLO debt (£106m) and equity (£192m)

2. Formerly referred to as Warehouse investments. Adjusted to include three assets previously reported with Real Assets, with a combined value of £83m at 31 March 2022

FINANCE REVIEW CONTINUED

60 ICG | ANNUAL REPORT & ACCOUNTS 2023

•

Net Investment Returns

For the five years to 31 March 2023, Net Investment Returns (NIR) have been in line with our medium-term guidance, averaging 11.2%. For

the twelve months to 31 March 2023, NIR were £102.3m (FY22: £485.7m), or 4% (FY22: 18%).

NIR was comprised of interest of £113.2m from interest-bearing investments (FY22: £76.8m), unrealised losses of £(13.2)m (FY22: gain of

£404.0m) and other income of £2.3m. NIR were split between asset classes as follows:

Twelve months to 31 March 2023 Twelve months to 31 March 2022

£m NIR (£m) NIR (%) NIR (£m) NIR (%)

Structured and Private Equity 112.9 6 % 457.7 27 %

Private Debt 14.4 9 % 24.9 16 %

Real Assets 20.7 8 % 9.7 5 %

Credit (30.1) (7%) (0.5) — %

Seed Investments

(15.6) (6%) (6.1) (4) %

Total net investment returns 102.3 4 % 485.7 18 %

1. FY22 NIR adjusted to reflect three assets with Seed Investments that were previously included within Real Assets

Structured and Private Equity, which accounted for 60% of the total balance sheet investment portfolio at 31 March 2023, saw a positive

NIR driven by European Corporate and Strategic Equity

Within Private Debt, SDP is performing resiliently and a strong performance during year within North America Credit Partners

driving

the majority of the positive NIR

Real Assets - which as noted above now excludes three investments that have been moved to Seed investments - saw a strong return

within Infrastructure, offsetting valuation reductions within Sale and Leaseback. The Real Estate debt strategies have continued to

perform well, recording positive NIR during the year

Credit NIR of £(30.1)m includes a reduction of £(40.2)m in the value of the balance sheet's holdings of CLO equity to reflect CLO dividend

receipts recorded in the FMC and a reduction of £(6.3)m in respect of changes in the value of CLO debt and co-investments in our liquid

credit funds. This is partially offset by a £16.4m valuation gain on CLO equity, driven by gains arising from actual defaults being lower than

projections as well as by the passage of time increasing the current value of discounted future cashflows

2. Formerly North America Private Debt

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

£m

Year ended

31 March 2023

Year ended

31 March 2022

Change

Changes in fair value of derivatives 16.8 (11.8) n/m

Fee paid to FMC (25.0) (24.8) 1 %

Other 4.3 2.6 65 %

Other IC revenue (3.9) (34.0) n/m

As a result, the IC recorded total revenues of £98.4m (FY22 revenue: £451.7m).

61ICG | ANNUAL REPORT & ACCOUNTS 2023

Investment Company expenses

Operating expenses in the IC of £103.1m decreased by 13% compared to FY22 (£118.6m), which was largely due to a £22.9m reduction in

incentive scheme costs:

£m

Year ended

31 March 2023

Year ended

31 March 2022

Change

Salaries 20.0 16.7 20 %

Incentive scheme costs 59.6 82.5 (28 %)

Administrative costs 20.7 16.0 29 %

Depreciation and amortisation 2.8 3.4 (18 %)

IC operating expenses 103.1 118.6 (13 %)

Lower incentive scheme costs were predominantly the result of lower accrual of DVB during the period: £36.6m compared to £66.5m in

FY22. DVB, which is linked to the performance of certain investments within the balance sheet investment portfolio, only pays out upon cash

realisations.

Employee costs for teams who do not yet have a third-party fund are allocated to the IC. For FY23, the directly-attributable costs within the

Investment Company for teams that have not had a first close of a third-party f

und was £24.4m (FY22: £15.4m). When those funds have a

first close, the costs of those teams are transferred to the Fund Management Company.

Interest expense was £61.8m (FY22: £50.5m) and interest earned on cash balances was £13.9m (FY22: nil).

The IC therefore recorded a (loss) before tax of £(52.6)m (FY22: profit before tax £282.6m).

Group

Tax

The Group recognised a tax charge of £(28.8)m (FY22: tax charge of £(30.8)m), resulting in an effective tax rate for the period of 11.2%

(FY22: 5.4%). The increase compared to the prior year is due to the change in composition of our earnings and the lower NIR in FY23

compared to FY22.

As detai

led in note 14, the Group has a structurally lower effective tax rate than the statutory UK rate. This is largely driven by the

Investment Company, where certain forms of income benefit from tax exemptions. The effective tax rate will vary depending on the income

mix.

Dividend

The Board of ICG is simplifying our dividend policy and reaffirming it as a progressive dividend policy, demonstrating our confidence in the

long-term growth prospects of the business. 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 dividend will continue to be paid in two instalments, with the interim dividend being one

third of the prior year’s total dividend.

For FY23, in addition to the 25.3p per share interim di

vidend, the Board is proposing a 52.2p per share final dividend. This would result in a

total dividend of 77.5p per share being paid for the year, an increase of 2.0% compared to FY22 (76.0p). Over the last five years, ordinary

dividends per share have increased at an annualised rate of 21%. We continue to make the dividend reinvestment plan available.

Balance sheet

Balance sheet strategy

Delivering our strategy and maximising shareholder value requires a clear approach to managing our balance sheet. We have a robust,

diversified balance sheet and a strong liquidity position that allows us to invest in the business through economic cycles. This provides us with

significant strategic and financial flexibility, enabling us to take advantage of opportunities to generate future incremental fee income.

Our approach to managing our balance sheet is structured around three priorities. These ensure we have the financial and operational

flexibility to successfully execute our strategic objectives:

Align the Group's interests with its clients:

• co-invest in our strategies alongside our clients, whilst seeking to reduce the Group's commitments over time where appropriate

Grow third-party fee income in the FMC:

• fund and warehouse seed investments to launch new strategies that will be a source of future incremental management fees in the FMC

Maintain robust capitalisation:

• retain strong liquidity

• long-term objective of zero net gearing

FINANCE REVIEW CONTINUED

62 ICG | ANNUAL REPORT & ACCOUNTS 2023

Liquidity and net debt

At 31 March 2023 the Group had total available liquidity of £1,100m (FY22: £1,312m), net financial debt of £988m (FY22: £893m) and net

gearing of 0.50x (FY22: 0.45x).

During the period cash reduced by £212m from £762m to £550m, including the repayment of £195m of borrowings that matured.

The table below sets out movements in cash, including certain APM metrics, which management believes will help shareholders understand

where cash is being generated and used within the Company. The Glossary sets out the reconciliations from the APM cash measures in the

table below to the UK-adopted IAS measures of Net cash flows from/(used in) operations; Net cash flows from/(used in) investing activities;

and Net cash flows from/(used in) financing activities.

£m FY23 FY22

Opening cash 762 297

Operating activities

Fee and other operating income 573 388

Net cashflows from investment activities and investment income

176 292

Expenses and working capital (322) (242)

Tax paid (32) (44)

Group cashflows from operating activities - APM

395 394

Financing activities

Interest paid (64) (56)

Purchase of own shares (39) (21)

Dividends paid (236) (166)

Net (repayment of) / proceeds from borrowings (195) 302

Group cashflows from financing activities - APM

534 59

Other cashflow

(77) 7

FX and other movement 4 5

Closing cash 550 762

Available undrawn ESG-linked RCF 550 550

Cash and undrawn debt facilities (total available liquidity) 1,100 1,312

1. The aggregate cash (used)/received from balance sheet investment portfolio (additions), realisations, and cash proceeds received from assets within the balance sheet investment

portfolio

2. Interest paid, which is classified as an Operating cash flow under UK-adopted IAS, is reported within Group cashflows from financing activities - APM

3. Investing cashflows (UK-adopted IAS) in respect of purchase of intangible assets, purchase of property, plant and equipment and net cashflow from derivative financial

instruments ("Net cash flows used in financing activities" per Note 4) and "Payment of principal portion of lease liabilities" (see Note 4)

63ICG | ANNUAL REPORT & ACCOUNTS 2023

At 31 March 2023, the Group had drawn debt of £1,538m (31 March 2022: £1,655m). The change is due to the repayment of certain

facilities as they matured, along with changes in FX rates impacting the translation value:

£m

Drawn debt at 31 March 2022 1,655

Debt (repayment) / issuance (195)

Impact of foreign exchange rates 78

Drawn debt at 31 March 2023 1,538

Net financial debt therefore increased to £988m (31 March 2022: £893m):

£m 31 March 2023 31 March 2022

Drawn debt 1,538 1,655

Cash 550 762

Net financial debt 988 893

During the period the Group's credit rating provided by S&P was upgraded to BBB, and at 31 March 2023 the Group had credit ratings of

BBB (stable outlook) / BBB (stable outlook) from Fitch and S&P, respectively.

The Group’s drawn debt is provided through a range of facilities. All facilities except the ESG-linked RCF are fixed-rate instruments. The

weighted average cost of drawn debt at 31 March 2023 wa

s 3.17% (31 March 2022: 3.29%). The weighted-average life of drawn debt at 31

March 2023 was 4.1 years (31 March 2022 4.6 years). The maturity profile of our term debt is set out below:

£m FY24 FY25 FY26 FY27 FY28 FY29 FY30

Term debt maturing 51 258 185 503 — 101 440

For further details of our debt facilities see Other Information (page 217).

Net asset value

Shareholder equity increased to £1,977m at 31 March 2023 (31 March 2022: £1,995m), equating to 694p per share (31 March 2022:

696p):

£m

31 March 2023 31 March 2022

Balance sheet investment portfolio 2,902 2,822

Cash and cash equivalents 550 762

Other assets 424 419

Total assets 3,876 4,003

Financial debt (1,538) (1,655)

Other liabilities (361) (353)

Total liabilities (1,899) (2,008)

Net asset value 1,977 1,995

Net asset value per share 694p 696p

Net gearing

The movements in the Group’s cash position, debt facilities and shareholder equity resulted in net gearing increasing to 0.50x at 31 March

2023 (31 March 2022: 0.45x). We maintain our long-term objective of having zero net gearing.

£m

31 March 2023 31 March 2022

Change %

Net financial debt (A) 988 893 11%

Shareholder equity (B) 1,977 1,995 (1)%

Net gearing (A/B) 0.50 x 0.45 x 0.05x

FINANCE REVIEW CONTINUED

64 ICG | ANNUAL REPORT & ACCOUNTS 2023

Foreign exchange rates

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

Average rate

for FY23

Average rate

for FY22

31 March 2023

year end

31 March 2022

year end

GBP:EUR 1.1560 1.1755 1.1375 1.1876

GBP:USD 1.2051 1.3626 1.2337 1.3138

EUR:USD 1.0426 1.1595 1.0846 1.1063

We report our AUM in dollars: 56.1% of our fee-earning AUM at 31 March 2023 was in euros; 30.6% in dollars; 11.5% in sterling; and 1.8%

in other currencies.

At 31 March 2023 our third-party AUM was

$77.0bn, based on FX rates at 31 March 2023. If GBP:USD had been 5% higher (1.2954) our

reported third-party AUM would have been $0.5bn higher. If EUR:USD had been 5% higher (1.1388) our reported third-party AUM would

have been $2.2bn higher.

Where noted, this review presents changes in AUM, third-party fee income and FMC PBT on a constant 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 FY23 period end exchange rates. This has then been compared to the FY23 numbers to arrive at the change on a constant

currency exchange rate basis.

During the year the Group changed its policy regarding hedging of non-sterling net fee income. Previously the Group’s policy was to hedge

non-sterling fee income to the extent that it was not matched by costs and was predictable (transaction hedges). For FY23 FMC revenue

included a negative impact of

£(26.8)m due to changes in the fair value of these transaction hedges (FY22: £(0.4)m). During the financial year

the Group decided to no longer enter into transaction hedges as a matter of course (although it may still do so on an ad hoc basis), and

economically closed out all outstanding transaction hedges.

The table below sets out the indicative impact on our reported management fees, FMC PBT and NAV per share had sterling been 5% weaker

or stronger against the euro and the dollar in the period (excluding the impact of any legacy hedges):

Impact on FY23

management fees

Impact on FY23

FMC PBT

NAV per share at 31

March 2023

Sterling 5% weaker against euro and dollar +22.5m +£22.7m +15p

Sterling 5% stronger against euro and dollar -(20.3)m -£(20.5)m -(14)p

1. Impact assessed by sensitising the average FY23 FX rates. Excluding impact of legacy hedges

2. NAV / NAV per share reflects the total indicative impact as a result of a change in FMC PBT and net currency assets

65ICG | ANNUAL REPORT & ACCOUNTS 2023

GROUP RISKS

Managing risk

Effective risk management is a core competence

underpinned by a strong control culture.

Our approach

The Board is accountable for the overall stewardship of ICG’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 so doing the Board

sets a preference for risk within a strong control environment to

generate a return for investors and shareholders and protect their

interests.

The risk appetite is reviewed by the Risk Committee, on behalf of the

Board, and covers the principal risks that the Group seeks to take in

delivering the Group’s strategic objectives.

The Risk Committee is provided with management information

regularly and monitors performance against set thresholds and limits

to support the achievement of the Group’s strategic objectives,

within the boundaries of the agreed risk appetite. The Board also

seeks to promote a strong risk management culture by encouraging

acceptable behaviours, decisions, and attitudes toward taking and

managing risk throughout the Group.

Managing risk

Risk management is embedded across the Group through ICG’s

RMF, which ensures that current and emerging risks are identified,

assessed, monitored, controlled, and appropriately governed based

on a common risk taxonomy and methodology. The RMF is designed

to protect the interests of stakeholders and meet our responsibilities

as a UK listed company and the parent company of a number of

regulated entities.

The Board’s oversight of risk management is proactive, ongoing and

integrated into the Group’s governance processes. The Board

receive regular reports on the Group’s risk management and internal

control systems. These reports set out any significant risks facing

the Group, and changes made to the systems. Evaluating risk events

and corrective actions supports the Board’s assessment of the

Group’s effectiveness at mitigating event impacts. The Board also

meet regularly with the internal and external auditors to discuss their

findings and recommendations, which helps it gain insight into areas

that require improvement. The Board reviews the RMF regularly, and

it forms the basis on which the Board reaches its conclusions on the

effectiveness of the Group’s system of internal controls.

Taking risk opens up opportunities to innovate and further enhance

our business, for example new investment strategies or new

approaches to managing our client relationships. Therefore, we

maintain a risk culture that provides entrepreneurial leadership

within a framework of prudent and effective controls to enable

effective risk management.

Taking responsibility and managing risk is one of our key values that

drive our success. For more information on our culture and values,

see page 2.

Lines of defence

We operate a risk framework consistent with the principles of the

‘three lines of defence’ model. This ensures clarity over

responsibility for risk management and segregation of duties

between those who take on risk and manage risk, those who oversee

risk and those who provide assurance.

• The first line of defence is the business functions and their

respective line managers, who own and manage risk and controls

across the processes they operate.

• The second line of defence is made up of the control and

oversight functions who provide assurance that risk management

policies and procedures are operating effectively.

• The third line of defence is Internal Audit who provide

independent assurance over the design and operation of controls

established by the first and second lines to manage risk.

Assessing risk

The Group adopts both a top-down and a bottom-up approach to

risk assessment:

• The Risk Committee undertakes a top-down review of the external

environment and the strategic planning process to identify the

most consequential and significant risks to the Group’s

businesses. These are referred to as the principal risks.

• The business undertakes a bottom-up review which involves a

comprehensive risk assessment process designed to facilitate the

identification and assessment of key risks and controls related to

each business function’s most important objectives and

processes. This is primarily achieved through the risk and control

self-assessment process (RCSA).

The risk assessment process is supported by the Group’s Risk

Taxonomy which is a top-down comprehensive set of risk categories

designed to encourage those involved in risk identification to

consider all types of risks that could affect the Group’s strategic

objectives.

Key developments in FY23

During the year the Group undertook its first Internal Capital

Adequacy and Risk Assessment (ICARA) under the requirements of

the UK Investment Firm’s Prudential Regulation (IFPR). The new

regime sets new capital and liquidity requirements, revised

remuneration and governance standards and requires ICG to

complete an ICARA for our relevant UK entities. The Group is now

identifying, assessing, and managing risk of harm to clients, markets,

and the Group itself.

Other key initiatives included:

• Monitoring the Russia-Ukraine crisis for potential risks to people,

assets, operations, and supply chains in the region and globally.

• Monitoring the macro-economic environment – the inflationary

pressure, rising interest rates, and ongoing disruption to

international supply chains – and adapting our approach as

appropriate.

• Supporting the Audit Committee in its oversight of the Group’s

plans to implement the UK Government’s audit reform proposals

and strengthening internal controls.

• Monitoring risks associated with the Group’s transformation

agenda, recognising the challenges of implementation and

successful delivery.

• Enhancing the combined assurance process to provide an

integrated and coordinated approach to align the Group’s

assurance activities across the Group.

66 ICG | ANNUAL REPORT & ACCOUNTS 2023

• Monitoring the Group’s technology and resiliency requirements to

ensure that the management of cyber risk remains appropriate to

mitigate the continued and changing nature of the threat and to

support the growth of the business.

• Further embedding ESG into the RMF.

• Improving the use of risk information and incorporating risk

connectivity into the Group’s RMF to allow for more proactive

management of risk.

Principal risks and uncertainties

The Group’s principal risks are individual risks, or a combination of

risks, that can seriously affect the performance, future prospects or

reputation of the Group. These include those risks that would

threaten the Group’s business model, future performance, solvency,

or liquidity. The Group considers its principal risks across three

categories:

1. Strategic and business risks

The risk of failing to respond to developments in our industry sector,

client demand or the competitive environment, impacting the

successful delivery of our strategic objectives.

2. Financial risks

The risk of an adverse impact on the Group due to market

fluctuations, counterparty failure or having insufficient resources to

meet financial obligations.

3. Operational risks

The risk of loss resulting from inadequate or failed internal

processes, people or systems and external events.

Reputational risk is not in itself one of the principal risks. However, it

is an important consideration and is actively managed and mitigated

as part of the wider risk management framework.

We use a principal and emerging risks process to provide a forward-

looking view of the potential risks that can threaten the execution of

the Group’s strategy or operations over the medium to long term.

We proactively assess the internal and external risk environment, as

well as review the themes identified across our global businesses for

any risks that may require escalation, updating our principal and

emerging risks as necessary. The Board, Risk Committee and

Executive Directors continue to monitor relevant impacts on the

business which are considered further below.

Within the three categories noted above, the Group’s RMF identifies

eight principal risks which are accompanied by the associated

responsibilities and expectations around risk management and

control. Each of the principal risks is overseen by an accountable

Executive Director, who is responsible for the framework, policies

and standards that detail the related requirements.

The Directors confirm that they have undertaken a robust

assessment of the principal risks in line with the requirements of the

UK Corporate Governance Code, and that no significant failings or

weaknesses in internal controls has been identified. In making this

assessment the Directors consider the likelihood of each risk

materialising, in the short and long term. This is supported by an

annual Material Controls assessment and Fraud Risk Assessment,

facilitated by the Group Risk Function, which provides the Directors

with a detailed assessment of related internal controls. Additionally,

Internal Audit findings, Compliance Monitoring findings, and risk

events reported during the period are reviewed to assess whether

any deficiency has been identified which is a significant failing or

weakness.

The diagram below shows the Group’s principal risks. The horizontal

axis shows the impact of a principal risk if it were to materialise, and

the vertical axis illustrates the likelihood of this occurring. The scales

are based on the residual risk exposure remaining after mitigating

controls.

Risk trendStrategic and Business

Risk profile

Likelihood

Almost certain LikelyPossibleRemote

Impact

Medium High CriticalLow

External Environment Risk

Fund Performance Risk

Financial Risk

Key Personnel Risk

Legal, Regulatory and Tax Risk

Operational Resilience Risk

Third Party Provider Risk

Key Business Process Risk

Operational

Financial

67ICG | ANNUAL REPORT & ACCOUNTS 2023

External Environment Risk

Strategic alignment Risk trend

Risk appetite: Very High

Executive Director Responsible: Benoît Durteste

Risk Description

Geopolitical and macroeconomic concerns and other global events such as

pandemics and natural disasters that are outside the Group’s control could

adversely affect the environment in which we, and our fund portfolio companies,

operate, and we may not be able to manage our exposure to these conditions and/

or events. In particular, these events have contributed, and may continue to

contribute, to volatility in financial markets which can adversely affect our business

in many ways, including by 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. This could in turn affect our ability to raise

new funds and materially reduce our profitability.

Key Controls and Mitigation

• The Group’s business model is predominantly based on illiquid funds which are

closed-ended and long-term in nature. Therefore, to a large extent the Group’s

fee streams are ‘locked in’. This provides some mitigation in relation to

profitability and cashflows against market downturn. Additionally, given the

nature of closed-end funds, they are not subject to redemptions.

• A range of complementary approaches are used to inform strategic planning

and risk mitigation, including active management of the Group’s fund portfolios,

profitability and balance sheet scenario planning and stress testing to ensure

resilience across a range of outcomes.

• The Board, the Risk Committee and the Risk function monitor emerging risks,

trends, and changes in the likelihood of impact. This assessment informs the

universe of principal risks faced by the Group.

Trend and Outlook

Inflationary pressure, rising interest rates, and ongoing disruption to international

supply chains means the macro-economic environment remains dynamic and the

outlook unclear. The Group has proven expertise in navigating complex and

uncertain market conditions, with our business model providing a high degree of

stability. We have substantial dry powder across a range of strategies following

our strong fundraising in the last 24 months. We have stable and visible

management fee income, are not under pressure to deploy or realise, and can

capitalise on opportunities that emerge across our asset classes.

We are actively supporting our portfolio companies as they seek to take advantage

of the current market dislocation by growing organically and inorganically, as well

as ensuring that they have the people, systems, and capital structures in place to

navigate a period of potentially protracted uncertainty, including to ensure they

are appropriately hedged against interest rate risks. Our portfolios remain

fundamentally well positioned, with robust operational performance and

reasonable leverage.

We remain alert to the current macroeconomic and geopolitical uncertainty and

continue to monitor the potential impact on our investment strategies, clients, and

portfolio companies, as well as the broader markets. While the uncertainty remains

elevated, we do not see an increased risk to our operations, strategy,

performance, or client demand as a result.

Fund Performance Risk

Strategic alignment Risk trend

Risk appetite: Moderate

Executive Director Responsible: Benoît Durteste

Risk Description

Current and potential clients continually assess our investment fund performance.

There is a risk that our funds may not meet their investment objectives, that there is

a failure to deliver consistent performance, or that prolonged fund

underperformance could erode our track record. Consequently, existing investors

in our funds might decline to invest in funds we raise in future and might withdraw

their investments in our open-ended strategies. Poor fund performance may also

impact our ability to raise subsequent vintages or new strategies impacting our

ability to compete effectively. This could in turn materially affect our profitability

and impact our plans for growth.

Key Controls and Mitigation

• A robust and disciplined investment process is in place where investments are

selected and regularly monitored by the Investment Committees for fund

performance, delivery of investment objectives, and asset performance

• All proposed investments are subject to a thorough due diligence and approval

process during which all key aspects of the transaction are discussed and

assessed. Regular monitoring of investment and divestment pipelines is

undertaken on an ongoing basis

• Monitoring of all portfolio investments is undertaken on a quarterly basis

focusing on the operating performance and liquidity of the portfolio

• Material ESG and climate-related risks are assessed for each potential

investment opportunity and presented to, and considered by, the Investment

Committees of all investment strategies. Further analysis is conducted for

opportunities identified as having a higher exposure to climate related risks.

Trend and Outlook

Against a fast-moving global economic backdrop, we have continued to

successfully manage our clients’ assets. As expected, given our focus on downside

protection, our funds are showing attractive performance through a period of

volatility. In particular, our debt strategies are generating historically high returns

for clients.

Fund valuations have remained stable during the period, with strong underlying

performance of our portfolio companies and income from our interest-bearing

investments largely offsetting reductions in valuation multiples or increasing costs

of capital. Despite the slowdown in transaction activity across the market, we have

continued to anchor the performance of key vintages through a disciplined

approach to realisations.

The Group saw continued and significant client demand for our established and

new strategies. We have held final closes for Europe VIII, Strategic Equity IV, and

Asia Pacific IV, all above target size; launched the fifth vintage of our flagship

direct lending strategy (SDP) and the second vintage of Sale and Leaseback

launched the marketing of Europe Mid-Market II, Infrastructure II and Life Sciences

I - a new strategy. We have seeded investments for - amongst others – Real Estate

Opportunistic Equity Europe and Life Sciences. Our closed-end-funds model also

provides visibility of future long term fee income and therefore Fund Management

Company profits.

Looking ahead the outlook remains very positive. We continue to hire selectively to

help drive future growth within our investment teams, and within Marketing and

Client Relations, focussed on product and end-client expertise. We have a

powerful local sourcing network and a diversified product offering of successful

investment strategies that enable us to navigate dynamic market conditions, which

helps to mitigate this risk.

More detail on the performance of the Group’s funds can be found on page

54.

GROUP RISKS CONTINUED

68 ICG | ANNUAL REPORT & ACCOUNTS 2023

Strategic alignment

Grow AUM

Invest selectively

Manage portfolios to maximise value

Financial Risk

Strategic alignment Risk trend

Risk appetite: High

Executive Director Responsible: Vijay Bharadia

Risk Description

The Group is exposed to liquidity and market risks. Liquidity risks refer to the risk

that the Group may not have sufficient financial resources to meet its financial

obligations when they fall due. Market risk refers to the possibility that the Group

may suffer a loss resulting from the fluctuations in the values of, or income from,

proprietary assets and liabilities. The Group does not deliberately seek exposure

to market risks to generate profit; however, on an ancillary basis we will co-invest

alongside clients into our funds, seed assets in preparation for new fund launches

or hold investments in Collateralised Loan Obligations (CLOs) in accordance with

regulatory requirements. Consequently, the Group is exposed to having

insufficient liquidity to meet its financial obligations, including its commitments to

its fund co-investments. In addition, adverse market conditions could impact the

carrying value of the Group’s investments resulting in losses on the Group’s

balance sheet.

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.

• Hedging of non-sterling net exposure of income and expenditure, and net

assets is undertaken to minimise short-term volatility in the financial results of

the Group.

• Market and liquidity exposures are reported monthly and reviewed by the

Group’s Treasury Committee.

• Long-term forecasts and stress tests are prepared to assess the Group’s future

liquidity as well as compliance with the regulatory capital requirements.

• Investment Company (IC) commitments are reviewed and approved by the CEO

and the CFOO on a case-by-case basis assessing the risks and return on capital.

• Valuation of the balance sheet investment portfolio is monitored 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 macro-economic

and geopolitical factors. We continue to implement measures to mitigate the

impact of market volatility and interest rate fluctuations in line with Group policy,

and we will respond to the prevailing market environment where appropriate.

Our balance sheet remains strong and well capitalised, with net gearing of 0.50x,

and with £1.1bn of available cash and unutilised bank lines as of 31 March 2023. In

addition, the Group has significant headroom to its debt covenants. All of the

Group’s debt is fixed rate, with the exception of the RCF, which was undrawn as of

31 March 2023 and which is only intended to provide short-term working capital

for the Group if required. Additionally, Standard & Poor carried out their year-end

assessment of the Group’s financial status and upgraded ICG to BBB (Stable),

aligning them to Fitch at the BBB Stable level.

The Groups liquidity, gearing and headroom are in the finance review on page 54.

Key Personnel Risk

Strategic alignment Risk trend

Risk appetite: Low to moderate

Executive Director Responsible: Antje Hensel-Roth

Risk Description

The Group depends upon the experience, skill and reputation of our senior

executives and investment professionals. The continued service of these

individuals, who are not obligated to remain employed with us, is uniquely valuable

and a significant factor in our success. Additionally, a breach of the governing

agreements of our funds in relation to ‘Key Person’ provisions could result in the

Group having to stop making investments for the relevant fund or impair the ability

of the Group to raise new funds if not resolved in a timely manner.

As such, the loss of key personnel could have a material adverse effect on our

long-term prospects, revenues, profitability and cashflows and could impair our

ability to maintain or grow assets under management in existing funds or raise

additional funds in the future.

Key Controls and Mitigation

• An active and broad-based approach to attracting, retaining, and developing

talent, supported by a range of complementary approaches including a

well-defined recruitment process, succession planning, a competitive and

long-term approach to compensation and incentives, and a focus on

development through the appraisal process and mentoring programmes which

is supported by a dedicated Learning and Development team.

• Continued focus on the Group’s culture by developing and delivering initiatives

that reinforce appropriate behaviours to generate the best possible long-term

outcomes for our employees, clients, and shareholders.

• Promotion of a diverse and inclusive workforce with active support across a

wide range of health and wellbeing activities.

• Regular reviews of resourcing and key person exposures are undertaken as part

of business line reviews and the fund and portfolio company review processes.

• 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 and retaining key people remains a significant operational priority.

Strategic hiring across the organisation has continued during the period to ensure

we have the breadth and depth of expertise to execute on the long-term

opportunities ahead. Building on the investments we made in FY22, we have

continued to welcome a number of senior hires within the organisation across our

investment and ESG and Sustainability teams, helping to future-proof ICG as we

continue to market and invest in a larger range of products.

Within our marketing and client relations teams a number of key positions have

recently been filled, including a new Head of Client Relations and marketing

specialists for insurance clients and real estate. These are notable hires as we

continue to evolve our fundraising team, moving beyond our historical geographic

organisation towards a more nuanced structure incorporating product specialisms

where appropriate.

Staff turnover continues to be somewhat elevated in certain areas of finance and

operations, where the hiring market remains particularly candidate driven. Against

this backdrop we are still able to hire at the levels of experience and calibre

required for ICG, and are meeting our recruitment objectives. We expect the

candidate-driven dynamic to shift in the coming months as the financial industry

adapts to a more challenging period.

Read more about our people on page 28.

69ICG | ANNUAL REPORT & ACCOUNTS 2023

Legal, Regulatory and Tax Risk

Strategic alignment Risk trend

Risk appetite: Low

Executive Director Responsible: Vijay Bharadia

Risk Description

Regulation defines the overall framework for the marketing and investment

management and distribution of the Group’s strategies and supporting our

business operations. The failure of the Group to comply with the relevant rules of

professional conduct and laws and regulations could expose the Group to

regulatory censure, penalties or legal or enforcement action.

Additionally, the increase in demand for tax-related transparency means that tax

rules are continuing to be designed and implemented globally in a more

comprehensive manner. This raises a complex mix of tax implications for the

Group, in particular for our transfer pricing, permanent establishment and fund

structuring processes. The tax authorities could challenge our interpretation of

these tax rules, resulting in additional tax liabilities.

Changes in the legal and regulatory and tax framework applicable to our business

may also disrupt the markets in which we operate and affect the way we conduct

our business. This could in turn increase our cost base, lessen our

competitiveness, reduce our future revenues and profitability, or require us to

hold more regulatory capital.

Key Controls and Mitigation

• Compliance and Legal functions are dedicated to understanding and fulfilling

regulatory and legal expectations on behalf of the Group, including interactions

with our regulators and relevant industry bodies. The functions provide

guidance to, and oversight of, the business in relation to regulatory and legal

obligations

• Compliance undertakes routine monitoring and deep-dive activities to assess

compliance with 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.

• Regulatory, legislative and tax developments are continually monitored to

ensure we engage early in any areas of potential change

Trend and Outlook

ICG operates in highly regulated markets, and as the nature and focus of

regulation and laws evolve, the complexity of regulatory compliance continues to

increase and represents a challenge for our global business. Regulatory

engagement through 2022 has focused on the Group’s implementation of the

IFPR, strategic transformation and regulatory initiatives. Proactive engagement on

emerging focus areas has helped the regulatory risk profile remain broadly stable.

Legal risk continues to be impacted by the evolving UK legal and regulatory

landscape due to the UK’s exit from the EU and other changing regulatory

standards as well as uncertainty arising from the current and future litigation

landscape.

In December 2022 the Organisation for Economic Co-operation and Development

published an implementation package in respect of the Pillar Two Model rules

(also referred to as the ‘Anti Global Base Erosion’ or ‘GloBE’ rules), which are

expected to come into force for the financial year commencing 1 April 2024. The

Group’s trading activities within the FMC are subject to tax at the relevant

statutory rates in the jurisdictions in which income is earned. Pillar One is not

expected to apply for the Group based the worldwide revenue threshold. The

Group has performed an impact analysis on the Pillar Two proposals for a global

minimum tax rate of 15% and does not expect the implementation to be significant.

The Group remains responsive to a wide range of developing regulatory areas and

the increase in regulatory scrutiny around private markets more generally, and

continues to invest in our Legal, Compliance and Tax teams to recruit specialist

roles that optimise our coverage and enhance our monitoring and oversight

capabilities.

Operational Resilience Risk

Strategic alignment Risk trend

Risk appetite: Moderate

Executive Director Responsible: Vijay Bharadia

Risk Description

The Group is exposed to a wide range of threats which can impact our operational

resilience. Natural disasters, cyber threats, terrorism, environmental issues, and

pandemics have the potential to cause significant disruption to our operations and

change our working environment. Our disaster recovery and business continuity

plans may not be sufficient to mitigate the damage that may result from such a

disaster or disruption. Additionally, the failure of the Group to deliver an

appropriate information security platform could result in unauthorised access by

malicious third parties, breaching the confidentiality, integrity and availability of

our data and systems. Regardless of the source, any critical system failure or

material loss of service availability could negatively impact the Group’s reputation

and our ability to maintain continuity of operations and provide services to our

clients.

Key Controls and Mitigation

• Operational resilience, in particular cyber security, is top of the Group’s Board

and Leadership agenda, and the adequacy of the Group’s response is reviewed

on an ongoing basis.

• Business Continuity and Disaster Recovery plans are reviewed and approved

on at least an annual basis by designated plan owners, and preparedness

exercises are complemented by an automated Business Continuity Planning

tool.

• Providing laptops for all employees globally removes the physical dependency

on the office and allows employees to work securely from home.

• 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

The Group continually seeks to increase operational resilience through adaptation,

planning, preparation and Testing of contingency plans, and our ability to respond

effectively to disruptive incidents and significant global events like the Covid-19

pandemic and Russia’s invasion of Ukraine. We actively manage relationships with

key strategic technology suppliers to avoid any disruption to service provision that

could adversely affect the Group’s businesses. Business continuity and

contingency planning processes are regularly reviewed and tested.

The Group continues to strengthen its robust information security management

framework and progress our programme to enhance and maintain levels of cyber

hygiene. We implement ongoing training, phishing campaigns and disaster

recovery exercises, aligned with threat intelligence, to support data privacy and

operational resilience.

We maintain heightened vigilance for cyber intrusion. The Group’s technology and

resiliency requirements will continue to be kept under review to ensure that the

management of our cyber risk provides appropriate mitigation and supports the

growth of the business.

GROUP RISKS CONTINUED

70 ICG | ANNUAL REPORT & ACCOUNTS 2023

Third-Party Provider Risk

Strategic alignment Risk trend

Risk appetite: Moderate

Executive Director Responsible: Vijay Bharadia

Risk Description

The Group outsources a number of functions to Third-Party Service Providers

(TPP) as part of our business model, as well as managing outsourcing

arrangements on behalf of our funds. The risk that the Group’s key TPPs fail to

deliver services in accordance with their contractual obligations could

compromise our operations and impair our ability to respond in a way which meets

client and stakeholder expectations and requirements. Any future over reliance on

one or a very limited number of TPPs in a specific and important business area

could also expose the Group to heightened levels of risk, particularly if the service

is not easily substitutable. Additionally, the failure of the Group to maintain

sufficient knowledge, understanding and oversight of the controls and processes

in place to proactively manage our TPPs could damage the quality and reliability of

these TPP relationships.

Key Controls and Mitigation

• The TPP 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. In particular, we undertake initial and ongoing due diligence of our TPPs to

identify and effectively manage the business risks related to the delegation or

outsourcing of our key functions.

• Ongoing monitoring of the services delivered by our TPPs is delivered through

regular oversight interactions where service levels are compared to the

expected standards documented in service agreements and agreed-upon

standards.

Trend and Outlook

The Group has continued to embed the TPP Governance and Oversight

Framework during the course of the year, which has increased the resilience of our

outsourced arrangements. The regular monitoring coordinated by the TPP

Oversight Team has provided tangible measurement of performance to ICG’s

operational management and has allowed the correct focus to be applied to

improve the day to day activities provided by our TPPs. The KPI reporting has

provided an improved understanding of the performance themes across our TPPs

and allowed us to benchmark the quality of services from across the supplier base.

The Group will continue to embed the framework and gather further performance

reporting ahead of potential rationalisation of the portfolio to those TPPs

providing the most consistent services to the Group.

Key Business Process Risk

Strategic alignment Risk trend

Risk appetite: Moderate

Executive Director Responsible: Vijay Bharadia

Risk Description

All operational activities at the Group follow defined business processes. We face

the risk of errors in existing processes, or from new processes as a result of the

growth of the business and ongoing change activity which inherently increases the

profile of operational risks across our business. The Group operates within a

system of internal controls that provides oversight of business processes, which

enables our business to be transacted and strategies and decision making to be

implemented effectively. The risk of failure of significant business processes and

controls could compromise our operations and disadvantage our clients, or

expose the Group to unanticipated financial loss, regulatory censure, or damage

to our reputation. This could in turn materially reduce our profitability.

Key Controls and Mitigation

• Key business processes are regularly reviewed, and the risks and controls are

assessed through the RCSA process.

• A ‘three lines of defence’ model is in place, which ensures clarity over individual

and collective responsibility for process risk management and to ensure

policies, procedures and activities have been established and are operating as

intended.

• Regular reporting and ongoing monitoring of underlying causes of operational

risk events, to identify enhancements that require action.

• A well-established incident management processes for dealing with system

outages that impact important business processes.

• An annual review of the Group’s material controls is undertaken by senior

management and Executive Directors.

Trend and Outlook

Our Operational Risk Framework defines our approach to the identification,

assessment, management and reporting of operational risks and associated

controls across the business. There were no significant changes to the Group’s

RMF’s overall approach to risk governance or its operation in the period.

We monitor underlying causes of errors to identify areas for action, promoting a

culture of accountability and continuously improving how we address issues. We

also continue to enhance the RMF. Against the backdrop of macroeconomic

uncertainty, and growth of the business, the operational risk profile has remained

broadly stable with operational losses in line with previous years. Investment

Operations, Fund Accounting and Finance continue to be the most material

operational risk areas.

The Group continues to make progress on improving the scalability of our

operations platform by implementing systems and enhancing infrastructure to

manage our growth plans more effectively. Transformation and project activity,

including workflow automation, is yielding more efficient and automated

processes and a reduction in operational risk.

Strategic alignment

Grow AUM

Invest selectively

Manage portfolios to maximise value

71ICG | ANNUAL REPORT & ACCOUNTS 2023

Climate Risk

The Group’s risk management framework defines how climate risk,

and broader ESG risks, are assessed for their proximity and

significance to the Group. Climate risk is considered a cross-cutting

risk type that manifests through all of ICG’s established principal

risks. While our direct operations have very limited exposure to

climate-related risk, it is integrated into the Group-wide operational

risk management framework through existing policies, processes,

and controls. We consider the climate-related risks and

opportunities surrounding our third-party funds and our fund

management activities as a key part of our business. Climate-related

risk for both our own operations and our fund management activity

are addressed in greater detail in ICG’s TCFD disclosures (see page

30).

Please refer to note 1 of the financial statements on page 150 which

sets out how this risk has been considered in the basis of

preparation.

Emerging Risks

Emerging risks are thematic risks with potentially material unknown

components that may form and crystallise beyond a one-year time

horizon. If an emerging risk were to materialise, it could have a

material effect on the Group’s long-term strategy, profitability, and

reputation. Existing mitigation plans are likely to be minimal,

reflecting the uncertain nature of these risks at this stage.

Emerging risks are identified through conversations and workshops

with stakeholders throughout the business, attending industry

events, and other horizon scanning by Group Risk and Compliance.

The purpose of monitoring and reporting emerging risks is to give

assurance that the Group is prioritising our response to emerging

risks appropriately in our strategy, which is the primary risk

management tool for longer-term strategic risks.

Examples of emerging risks which have been considered during the

year include; current and developing macro challenges, including the

elevated levels of inflation and interest rate rises that could impact

the Group and our fund investments; ongoing risks related to the

transformation programmes underway to deliver our strategy for

growth; implications of IFPR; and the increased importance of

diversity and other social issues.

Risk appetite for the principal risks

Risk appetite is defined as the level of risk which the Group is

prepared to accept in the conduct of our activities. It sets the ‘tone

from the top’ and provides a basis for ongoing dialogue between

management, Executive Directors, and the Board with respect to the

Group’s current and evolving risk profile, allowing strategic and

financial decisions to be made on an informed basis. The risk

appetite framework is implemented through the Group’s operational

policies and procedures and internal controls and supported by

limits to control exposures and activities that have material risk

implications.

Risk Appetite Summary

The current risk profile is within our risk appetite and tolerance

range.

GROUP RISKS CONTINUED

Risk Appetite

Level

Low Moderate High Very high

External

Environment Risk

Fund

Performance Risk

Financial Risk

Key Personnel

Risk

Legal, Regulatory

and Tax Risk

Operational

Resilience Risk

Third Party

Provider Risk

Key Business

Process Risk

72 ICG | ANNUAL REPORT & ACCOUNTS 2023

VIABILITY STATEMENT

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

process is the Group’s strategic plan. The strategic plan is approved

by the Board following a robust review and challenge process. This

assessment also reflects the Group’s strategic priorities (see page

4).

The review 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 76). New strategy reviews consider both the market

opportunity for the Group and the associated risks, principally the

ability to raise third-party funds, and deliver strong investment

performance.

Period for assessing viability

The period covered by the Group’s strategic plan, regulatory capital

reporting, shareholder fundraising guidance and the deployment

duration for some of the larger strategies is three years. This,

combined with an assessment of the period over which forecasting

assumptions are most reliable and taking into account the

recommendations of the Financial Reporting Council in their 2021

thematic review publication, has led the Directors to choose a period

of three years to March 2026 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, which are

outlined on the previous pages. The Directors review the principal

risks regularly and consider the options available to the Group to

mitigate these risks so as to ensure the ongoing viability of the

Group is sustained.

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 significant reduction in

AUM arising as a result of one or more of the following principal

risks crystallising:

• External environment risk

• Fund performance risk

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

sustained. 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 or the

Covid-19 related market downturn experienced in early 2020,

without any mitigating actions, would be required in order for the

Group to breach its banking covenants. The Directors however

consider this level of write down as 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 2 to 74.

Given the above, the Directors also considered it appropriate to

prepare the financial statements on the going concern basis as set

out on pages 127 and 151.

Viability statement

73ICG | ANNUAL REPORT & ACCOUNTS 2023

Corporate

governance

74 ICG | ANNUAL REPORT & ACCOUNTS 2023

Dear shareholders

I am writing as Chair of the Board for the first time, having assumed

this role on 31 January 2023. Having served on a number of other

listed boards, as well as having spent my career within a highly

regulated industry, I am well aware of the importance of governance,

transparency and communication with our shareholders; I will ensure

that your Board upholds these standards throughout my tenure as

Chair. I have enjoyed initial meetings with a number of long term

shareholders, and it has been enlightening to receive the insight of

their views. I look forward to more such meetings in the future.

Your Board is also very aware of its responsibilities to all of our

stakeholders; we believe that the Group should act as a responsible

participant in society and that our strategy should reflect this

objective. The impacts of our decisions on different stakeholder

groups are uppermost in our minds when discussing issues at Board

meetings. You can read more detail on how various stakeholders

were considered as part of the Board’s decision-making process on

page 20. During the year, we have continued to invest in our

employees and the community around us; we have considerably

enhanced our charitable giving, participated in a number of diversity

and inclusiveness initiatives and continued to prioritise our

responsible investment programme. Consideration of our wider

profile and societal impact has been ever more prominent on the

Board’s agenda, and will continue to be a key area of focus in the

coming year.

CHAIR’S INTRODUCTION TO GOVERNANCE

Our Board has a diverse membership in terms of gender, ethnicity,

experience and background, and Board members’ diversity of

thought contributes both to broad and wide-ranging discussions

and to carefully considered outcomes. The Board’s effectiveness

depends on this breadth of debate, and I am delighted to note that in

the first few meetings I have attended all Directors have made

significant contributions to our proceedings. A culture of open

discussion and diverse perspectives is an important component of

ICG’s success to date, and will be a significant contributor to the

future development of the Company.

Although the Board is performing well, we are all aware that

standards are ever evolving and boards must rise to meet new

challenges. We will conduct an externally led Board evaluation during

the year to ensure that we remain focused on the challenges of the

future; we will also consider long-term succession in the coming

months particularly in light of recent changes.

As previously announced, Vijay Bharadia is stepping down as Chief

Finance and Operating Officer in July 2023. Vijay has served ICG

since May 2019 and contributed significantly to enhancing the

financial and operational foundations of our business during a

critically important phase of our growth, as well as being

instrumental in navigating us through the Covid-19 pandemic. The

Board is hugely grateful for Vijay’s leadership and we wish him the

very best for the future. Our search for a replacement focused on

ensuring the appropriate skillset and experience, which resulted in

us welcoming David Bicarregui on 2 April 2023. Vijay and David have

been working closely together to facilitate the upcoming handover.

This year we also saw the retirement of Kathryn Purves. Kathryn had

served on the Board since 2014, including as Chair of the Risk

Committee and recently acting as Senior Independent Director. The

Board is very grateful to her for her service. The Board and

Nominations Committee are considering the composition of the

Board and its search for a replacement for Kathryn, with the intention

of welcoming a new Board member during the course of FY24. We

are also grateful to Andrew Sykes for his leadership during his

tenure as acting Chair during 2022.

Throughout the year, the Board and its Committees carefully

considered the requirements of the revised Corporate Governance

Code. We continued to comply with those requirements for the year

ending 31 March 2023. We are also conscious of our responsibilities

and duties to our stakeholders as part of our duty under section 172

of the Companies Act 2006. Your Board will continue ensure that

ICG’s business is run to high standards of governance.

The Board remains grateful for the support we have had from you all

throughout the year, and we look forward to continuing our

constructive dialogue.

William Rucker

Chair

24 May 2023

From the Chair

75ICG | ANNUAL REPORT & ACCOUNTS 2023

CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED

The Board’s year

The work of the Board during the year was conducted through six formal

meetings and regular informal engagement with executive management.

The activity at formal meetings was reflective of a number of themes.

Management, leadership and

employee-related matters

The Board continued to highlight as a priority area the ongoing

desire to attract, retain and develop talent within the Group.

The Board received regular updates focusing in particular on

employee wellbeing and engagement, as well as growth and

development across all layers of the workforce. Additional

focus was dedicated to the Group’s ambitions in relation to

diversity and inclusion and the Board was updated that the

Group had exceeded its targets under the Women in Finance

Charter 18 months ahead of the target date. Discussion also

included the various strategic new hires within the Group’s

leadership and the importance of succession planning. During

the course of the year, the Board regularly reviewed the most

appropriate ways to retain and develop employees, as well as

introducing a flexible and agile working policy in direct

response to employee feedback. The Board also received

updates on the new office openings in our New York and

Singapore locations. The Board continues to offer insight as to

how the Group can continue to support its employees,

encourage the development of senior leaders and attract new

and diverse talent into the workforce, working closely with the

Chief People and External Affairs Officer to deliver key aims. In

addition to this, the Board considered management level

matters and in doing so approved the Remuneration

Committee’s proposals for the Group’s new Remuneration

Policy and the recommendation of all current Board directors

for re-election to be proposed to the shareholders at the

upcoming AGM.

Change of Chairman

During the year, our search for a long-term Chair appointment

focused on ensuring a strong balance of skills, diversity and

expertise on the Board and after an extensive search process,

and interviewing a number of candidates, the Board

unanimously decided to appoint William Rucker as the new

Chairman. This appointment took effect on 31 January 2023.

The Board is looking forward to working closely with William to

continue the Group’s growth journey.

Financial performance

and market outlook

The Board continually tracked progress against the Group’s

Board-approved budget and our financials were discussed in

detail by the CFOO in his formal updates to each meeting.

The executive management and the Board discussed the overall

markets and the macroeconomic situation, as well as our

performance in relation to fundraising, business development,

deployment and realisation at each Board meeting during the

year. A particular area of focus was the challenging external

market environment and a general shift in the market with some

investors beginning to restrict their commitment levels. In July,

the Board held an all-day strategy session to review the

business plan of the Group and opportunities for the future.

With the Board’s oversight and guidance, the Group is

proceeding with caution, but with confidence that there are no

material concerns with respect to the existing portfolio or

long-term performance. The Executive Directors provided the

Board with detailed reviews of potential growth opportunities

in key investment strategies and regions. The Board also

continued to demonstrate a strong oversight of the use of the

Group’s balance sheet to support certain funds, receiving

regular updates and presentations from the CFOO, with a clear

direction of reducing the capital intensity of the Group’s

business over the longer term reducing, where possible, the

deployment of balance sheet capital. The budget for the

forthcoming financial year was also reviewed and challenged

by the Board during the year, and ultimately approved after

discussion. The Board was also responsible

for reviewing the recommendations of the Audit Committee

as to reporting financial results at full year and half year,

and as to final and interim dividends, and approving these after

appropriate challenge.

Retirement of CFOO

As previously announced, Vijay Bharadia is stepping down as

Group CFOO in July 2023. The Board conducted a search for a

replacement and welcomed David Bicarregui to the Group as

Vijay’s successor on 2 April 2023. Vijay and David have been

working closely together to facilitate the upcoming handover.

76 ICG | ANNUAL REPORT & ACCOUNTS 2023

Operations, systems and risk

The Board continued to demonstrate strong oversight of the

Group’s operating platform during the year, receiving regular

updates on how the corporate functions of the Group are

adapting to support the continued growth of the business. The

Board was updated on key developments, including the

significant evolution of the Group’s operational platform in

both scale and complexity, to assist and facilitate the Group’s

growth, and the launch of a new streamlined onboarding

function for investor know your customer processes. The

Board also received briefings on upcoming system upgrades in

the Finance and Compliance functions, including technology

improvements to ensure effective oversight of third party

suppliers, as well as the launch of a new centre of excellence in

India to assist various Corporate Business Services functions.

The Board continued to receive regular reviews of

management’s plans in relation to process improvements and

technology solutions. The Board also focused on the role of

governance in the Group’s operations, systems and risk

frameworks; in doing so the Board approved a new subsidiary

governance framework.

Culture and values

The Board continued to provide important oversight and

leadership in respect of the Group’s culture and values. A

particular focus for this year, sitting alongside the investment in

employee-related matters covered earlier in this report, was

the Group’s focus on ESG. The Board received multiple

updates with respect to embedding ESG values into the

Group’s business and products (including the further

integration of ESG criteria in the Group’s Investment

Committee process) and into our culture, in particular through

the Group’s philanthropy programme. Andrew Sykes continued

his input as the NED who oversees the Charity Working Group

since its establishment in 2019 and Stephen Welton continued

his work as the NED with responsibility for ESG matters. This

year’s Board discussions have resulted in the Board’s approval

of a significant increase in the Group’s charitable giving budget

to £2.5m for FY23.

Recurring matters

The Board also reviewed and/or approved a number of other

standing matters, including reviewing the Terms of Reference

of the Board and its Committees, compliance with Terms of

Reference on an ongoing basis, the renewal of the Group’s

insurance policies, the Notice of Annual General Meeting,

outside interests of Directors, reviewing fees of all NEDs

(excluding the Chairman) and checking the shareholdings of

senior executive employees are in line with the internal

shareholding policy.

The Board also sought external views during the year. The

Board was provided with a presentation by a corporate finance

and advisory business, concerning the Company’s general

performance, engagement with shareholders and corporate

messaging, and from the Company’s brokers (Numis and Citi)

on market perceptions of the Group. The Board regularly

reviewed input from shareholders, with the Head of Investor

Relations providing updates to each regular meeting and the

Company Secretary providing a summary of governance-

related input received from shareholders at the time of the

Group’s AGM.

Stakeholders and shareholders

The Board maintains its focus and oversight on the importance

of the interests of stakeholders and shareholders, with

particular emphasis on engagement (including the launch of

the Group’s new website) and delivery of results (including the

strong performance of the issued corporate bond and the

Group’s recent upgraded credit rating by Standard & Poors).

With this in mind, the Board continues to monitor prevailing

market conditions and market opportunities and keeps the

Group’s strategic options under constant review. The Board

also reviewed in detail the shareholder feedback from

conferences and shareholder roadshows during the year and

were pleased that existing holders remain supportive of the

Group and its direction. Please refer to the Section 172

Statement on page 20 for further details of the Board’s

stakeholder engagement activities during the year.

77ICG | ANNUAL REPORT & ACCOUNTS 2023

BOARD OF DIRECTORS

Broad and diverse experience

William Rucker

Chairman

Joined Board: 2023

Benoît Durteste

Chief Executive Officer and

Chief Investment Officer

Joined Board: 2012 (Chief

Executive Officer since 2017)

William joined the Board on

31 January 2023.

William is 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.

William has extensive

experience in the financial

services sector as well as

wide-ranging governance

experience having served on,

and been Chair of, the boards

of a number of significant listed

companies, charities and other

bodies.

Other directorships

Marston’s plc (Chair)

Lazard UK (Chair)

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 contributor

to the Group’s strategic

development, including leading

its European investment

business. He contributes a

thorough understanding of

financial markets and the

Group’s investment portfolio

to Board proceedings. Benoît

joined ICG in September 2002

with previous experience at

Swiss Re, GE Capital Private

Equity and BNP Paribas Levfin.

Other directorships

ICG entities and Chairman of

the BVCA Alternative Lending

Committee.

Vijay Bharadia

Chief Finance and

Operating Officer

Joined Board: 2019

Antje Hensel-Roth

Chief People and External

Affairs Officer

Joined Board: 2020

Vijay Bharadia is stepping

down from the Board in July

2023. Vijay has extensive

experience as a Chief Financial

Officer in the alternative asset

management sector. Prior to

joining ICG he spent 10 years as

International Chief Financial

Officer for Blackstone with

responsibility for financial, tax

and regulatory reporting

across Europe and Asia, as well

as holding a wider operational

and governance brief. Prior to

that, he worked at Bank of

America Merrill Lynch in a

variety of roles, latterly as

Co-Chief Financial Officer for

EMEA Equities. Vijay was

appointed as ICG’s Chief

Finance and Operating Officer

and joined the Board in 2019.

Vijay will be succeeded by

David Bicarregui who joined

the Group on 2 April 2023.

Other directorships

ICG entities and Crown Estate

Commissioner.

Antje Hensel-Roth has a wealth

of experience in human capital

management; prior to joining

ICG she was Global Co-Head of

the Investment Management

Practice at Russell Reynolds

Associates, during which time

she acted as an adviser to the

global alternative investment

community. Since joining ICG in

2018, she has been a strong

contributor to the strategic

direction of the Group and has

led a comprehensive drive for

excellence in leadership, talent

management and diversity and

inclusion.

Antje is responsible for leading

strategic human capital with a

particular focus on business

diversification strategies; she

also leads communications and

external affairs.

Other directorships

National Opera Studio.

Board Committees

Audit Committee

Nominations and Governance Committee

Remuneration Committee

Risk Committee

Committee Chair

Independent

78 ICG | ANNUAL REPORT & ACCOUNTS 2023

Rosemary Leith

Non Executive Director

Joined Board: 2021

Matthew Lester

Non Executive Director

Joined Board: 2021

Rosemary Leith brings to the

Board her deep expertise from

25 years in finance, principal

investment, start-up creation

and growth in Europe and

North America. Rosemary is

SID, Remuneration Committee

Chair and a member of the

Audit Committee of YouGov

Plc, and was previously a

Non-Executive Director of

HSBC (UK) with responsibility

for Digital. She is a Trustee of

the National Gallery (London)

and a Fellow at Harvard

University’s Berkman Center

for Internet & Society. She has

extensive experience in the

technology and digital fields,

including as a co-founding

Director of the World Wide

Web Foundation, and advises

and invests in several

technology businesses.

Other directorships

YouGov plc, World Wide Web

Foundation, National Gallery

and Bolon Management

Limited.

Matthew Lester is a senior

finance leader with extensive

public company experience,

having previously served as

Group Chief Financial Officer

of both Royal Mail plc and ICAP

plc. Matthew serves as

Chairman of Kier Group plc. He

also previously served as a

Non-Executive Director of both

Man Group plc and Barclays

Bank plc. He contributes a keen

knowledge of finance matters

to the Board. He succeeded

Rusty Nelligan as Chair of the

Audit Committee on 1 July

2022.

Other directorships

Kier Group plc.

Michael ‘Rusty’ Nelligan

Non Executive Director

Joined Board: 2016

Rusty Nelligan was a partner

with PwC, retiring in 2016. As

lead client partner for global

companies in financial services

and pharmaceutical life

sciences, he was responsible

for direction, development and

delivery of services for

independent audits, assurance

and advisory projects relating

to corporate governance,

internal controls, risk

management, regulatory

compliance, acquisitions and

financial reporting. Rusty was

employed by PwC in the US

from 1974, in Europe from

1994, and is a US Certified

Public Accountant. His

extensive experience of

working closely with major

international financial and

corporate institutions on

matters of corporate

governance, financial reporting

and internal controls has

proven a valuable addition to

the Board and Company’s

development in a growth

environment. He stood down

as Chair of the Audit

Committee on 1 July 2022 but

continues to serve on the

Board and the Committee.

Other directorships

None.

Virginia Holmes

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.

Other directorships

Syncona Ltd , European

Opportunities Trust PLC and

Murray International Trust PLC.

79ICG | ANNUAL REPORT & ACCOUNTS 2023

BOARD OF DIRECTORS CONTINUED

Amy Schioldager

Non Executive Director

Joined Board: 2018

Amy Schioldager was a senior

executive at BlackRock where

she was a member of the global

executive committee and Head

of Beta Strategies. She brings

extensive knowledge of

international investment

markets and a track record of

global expansion. She is based

in the US, a region that is a key

growth area for the Group. She

was the Founder of

BlackRock’s Women’s Initiative

and Vice Chair of BlackRock’s

Corporate Governance

Committee and brings valuable

expertise to the Board in these

areas. Amy acts as the Non

Executive Director responsible

for Employee Engagement,

bringing forth employee views

to the Board.

Other directorships

Boardspan, Inc. and

Corebridge Financial, Inc.

Stephen Welton

Non Executive Director

Joined Board: 2017

Stephen Welton has over 25

years’ experience in the

development capital and

private equity industry as well

as angel investing. He was the

Founder of the Business

Growth Fund (BGF), the UK’s

largest growth capital investor,

and Chief Executive from its

launch in 2011 until July 2020.

He previously spent over 10

years at CCMP Capital. He

started his career in banking

and has also worked as the

Chairman and Chief Executive

Officer of various growth

companies. His recent

Executive Chairman role of BGF

and deep investment

experience mean that he is well

placed to contribute to the

Board on matters relating to

strategy and business

development.

Other directorships

Non- Executive Chairman

Business Growth Fund plc

(BGF) - stepping down in June

2023.

Andrew Sykes

Non Executive Director

Joined Board: 2018 (Interim

Chairman from March 2022

to January 2023)

Andrew Sykes has a wealth of

financial services and non

executive experience. He was

previously Chairman of Smith &

Williamson Holdings Ltd, and

Chairman 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.

Other directorships

BBGI Global Infrastructure SA;

Governor of Winchester

College and member of

Nuffield College Investment

Committee.

David Bicarregui

CFO Designate

Expected to join the Board:

July 2023

David Bicarregui joined

the Group with effect from

2 April 2023 and will stand for

shareholder election to the

Board in July 2023. David

Bicarregui brings to the

Board 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.

Other directorships

Vice Chair, Board of

Governors, St George’s

Weybridge.

Board Committees

Audit Committee

Nominations and Governance Committee

Remuneration Committee

Risk Committee

Committee Chair

Independent

80 ICG | ANNUAL REPORT & ACCOUNTS 2023

Audit

Committee

Read more on page 125 →

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

Human Resources

General Counsel and Company

Secretary

Composed of NEDs

Oversees external and internal audit

and the Group’s financial reporting

and disclosure

Committee liaises with:

CFOO

Head of Finance

Head of Investor Relations

Head of Internal Audit

Composed of NEDs

Oversees the Group’s risk

management framework and system

of internal controls

Committee liaises with:

Head of Risk

Global Head of Compliance

General Counsel and Company

Secretary

Head of Internal Audit

Composed of NEDs

Determines the Group’s

Remuneration Policy

Reviews the remuneration of senior

management

Committee liaises with:

CPEAO

Human Resources

General Counsel and Company

Secretary

CORPORATE GOVERNANCE

Corporate governance framework

Board of Directors

Executive Directors

81ICG | ANNUAL REPORT & ACCOUNTS 2023

Board roles

Chairman

• William Rucker, who is responsible for:

• Organising the business of the Board

• Ensuring its effectiveness and setting its agenda

• Effective communication with the Group’s shareholders

and other stakeholders

Read more in the Chairman’s letter to shareholders on page 75

Non Executive Directors

• Virginia Holmes, Rosemary Leith, Matthew Lester, Rusty Nelligan,

Amy Schioldager, Andrew Sykes and Stephen Welton act as NEDs

of the Company

• All NEDs are independent

• Responsible for providing independent oversight of, and

challenge to, the Executive Directors

Read more on the Directors’ profiles on pages 78 to 80

Chief Executive Officer (CEO)

• Benoît Durteste, who oversees the Group and is accountable

to the Board for the Group’s overall performance

Chief Finance and Operating Officer (CFOO)

• Vijay Bharadia, who leads and manages the Group’s financial

affairs and the operating platform of the Group. Vijay will be

stepping down in July 2023 and will be succeeded by David

Bicarregui

Chief People and External Affairs Officer (CPEAO)

• Antje Hensel-Roth, who has responsibility for strategic human

capital management, communications and external affairs

Senior Independent Director

• Andrew Sykes, who acts as a sounding board for the Chairman

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 Chairman

Key Board support roles

Company Secretary

• Responsible for advising on legal, governance and listing matters

at Board level and across the Group

• Provides advice and support to the Board and its Committees

• Manages the Group’s relationships with shareholder bodies

• Each Committee’s Secretary provides advice and support within

the specialist remit of that Committee; they are responsible for

ensuring that the Committee members receive relevant

information and that appropriate matters are discussed

Committee Secretaries

• Nominations and Governance Committee: Company Secretary

• Remuneration Committee: Company Secretary

• Audit Committee: Head of Finance

• Risk Committee: Head of Risk

Financial year ended 31 March 2023 Board and Committee meeting attendance

Director Board Audit

Risk

Remuneration

Nominations

William Rucker

1/1 – – 1/1 1/1

Andrew Sykes 6/6 1/1

3/3 5/5 5/5

Benoît Durteste 6/6 – – – –

Vijay Bharadia 6/6 – – – –

Antje Hensel-Roth 6/6 – – – –

Virginia Holmes 6/6 – 3/3 5/5 5/5

Rosemary Leith 6/6 – 3/3 5/5 –

Matthew Lester 6/6 4/4 2/3

– 5/5

Rusty Nelligan 6/6 4/4 3/3 – –

Kathryn Purves 6/6 4/4 3/3 – 5/5

Amy Schioldager 6/6 4/4 3/3 – 5/5

Stephen Welton 6/6 – – 5/5 5/5

Secretary 6/6 4/4 3/3 5/5 5/5

1. William Rucker joined the Board on 31 January 2023.

2. Some non-members attended part or all of some or all Committee meetings at the invitation of the Committee Chair.

3. Owing to prior commitments, Matthew Lester was unable to attend one Risk Committee meeting. This meeting had been scheduled prior to his appointment to the Committee.

4. Andrew Sykes rejoined the Audit Committee on 31 January 2023 following his tenure as Interim Chair. There was one Audit Committee meeting between 31 January 2023 and

31 March 2023.

CORPORATE GOVERNANCE CONTINUED

82 ICG | ANNUAL REPORT & ACCOUNTS 2023

DIRECTOR INDUCTION AND DEVELOPMENT

Board Development and Evaluation

Induction programme

A detailed and bespoke induction is conducted for every new Board

member in order to give them a well-rounded view of the business

and the markets they operate in. This takes place via a series of

structured meetings over a two- to three-month period when the

relevant Director is new to the Board.

Ongoing training and development

A regular programme has been established to ensure that all Board

members remain up to date on both business specific and general

industry matters. This is primarily done through the delivery of

formal Board presentations from business unit heads – there is a

detailed dive into one investment team’s area at each Board meeting,

while either the Board or its Committees receive detailed and

operationally focused reviews from other areas. The Group’s control

functions also provide training on legislative and regulatory

developments, and the training programme is supplemented by

presentations from external advisers on matters such as takeover

defence, ESG considerations and external market perceptions of the

company. In addition, the Group monitors other external training

undertaken by the NEDs, often from leading global advisory

companies.

The Executive Directors attend Board training and have also

undertaken courses on Compliance and operational matters such as

anti-money laundering, anti-bribery and corruption and information

security. Each also receives formal and ad hoc updates on statutory

and regulatory developments, and leads presentations and other

training sessions for other employees.

Board evaluation

The Board reviews its own performance annually, making an

assessment of the effectiveness and performance of the Board as a

whole, its Committees and each Director. Once every three years,

this exercise is conducted as a formal external review led by

independent experts.

The results of the most recent internal review were disclosed in full

in the Annual Report for the year ending 31 March 2022, and during

the year the Board has continued to progress the areas of

refinement identified. The last external review was conducted in the

spring of 2020, and as such a new external review was due this

spring. However, in the light of the appointment of William Rucker as

Chair only becoming effective on 31 January, and the retirements of

Kathryn Purves and Vijay Bharadia from the Board being announced,

it was concluded that it would be more beneficial for the Board to

undertake this review later in the financial year once the new Chair is

better embedded.

A series of detailed induction meetings in the

period before my first Board meeting allowed

me to fully contribute to Board proceedings

from the start of my tenure.

William Rucker

83ICG | ANNUAL REPORT & ACCOUNTS 2023

Dear shareholders

I am pleased to present the Committee’s report for the year ended

31 March 2023. Separate sections on Committee governance, Review

of the year, External audit, Internal controls and Internal audit follow.

I would like to thank my predecessor, Rusty Nelligan, for his service

as Chair of the Committee over the last six years. He has overseen

significant enhancements to the system of internal controls, ensuring

this matured appropriately to reflect the underlying business

activities, and the successful transition of the external audit to EY.

My focus, as incoming Chair, is the effective oversight of the system

of internal controls over financial reporting. The Committee works

closely with the Risk Committee to assess any potential deficiencies

identified by management, internal and external audit, the

remediation of any issues and considers whether disclosure is

required in accordance with the Corporate Governance Code.

The Group has grown significantly, and this backdrop, together with

the nature of the underlying activities, has resulted in a complex

operating environment which includes a number of manual

processes. The financial reporting and audit risks which result are

well understood, and the Committee is actively monitoring the

changes being implemented by management to mitigate and manage

these. The Committee notes that, while those changes will mitigate

the risks arising, these risks cannot be completely eliminated, as we

have seen this year. I would like to acknowledge the work done by

management to further enhance the control environment, which

continues to be materially effective, and look forward to working

closely with the business as it continues to streamline and

systematise in support of growth. I will report on progress in future

years.

For the year ended 31 March 2023 a particular consideration of the

Committee is the valuation of assets. In the light of considerable

mark-downs in public markets during this period we have challenged

management to demonstrate the effectiveness of controls over

valuation and satisfied ourselves that those valuations are fair.

The Audit Committee has continued to coordinate with the Risk

Committee and the Remuneration Committee with the aim of

effectively covering pertinent topics in the most suitable forum.

The Committee plays a vital role in assisting the Board in its

oversight responsibilities for the integrity of financial reporting,

effectiveness of internal controls, and assessment of quality of the

assurance functions. I would therefore be pleased to discuss the

Committee’s work with any shareholder.

Matthew Lester

Chair of the Audit Committee

24 May 2023

The purpose of the Audit Committee is to assist

the Board in fulfilling its oversight responsibilities

relative to the integrity of financial reporting and

effectiveness of internal controls. We oversee the

Group’s financial reporting and related elements

of its accounting, disclosures, internal controls

and regulatory compliance, in addition to the

internal and external auditing processes.

AREAS OF FOCUS

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

• Material controls underlying overall risk management, in

conjunction with the Risk Committee

• Scope, planning, activities and resources of Internal Audit

Committee members

• Rosemary Leith

• Matthew Lester (Chair)

• Rusty Nelligan

• Kathryn Purves (until 1 April 2023)

• Amy Schioldager

• Andrew Sykes (from 30 January 2023)

AUDIT COMMITTEE REPORT

Audit Committee Report

Matthew Lester

Chair of the Audit Committee

84 ICG | ANNUAL REPORT & ACCOUNTS 2023

Committee governance

On behalf of the Board, the Committee encourages and seeks to

safeguard high standards of integrity and conduct in financial

reporting and internal control.

Our work focuses on the evaluation of significant estimates and

judgements underlying the financial statements and the overall

fairness and clarity of reported financial information.

Roles and responsibilities

The Committee meets regularly, at least four times a year. It is

responsible for:

• Reviewing the annual and interim accounts before they are

presented to the Board, in particular addressing any significant

issues arising from the audit; accounting policies and clarity of

disclosures; compliance with applicable accounting and legal

standards; and information used in making significant judgements,

including fair values, going concern and viability

• Monitoring the integrity of the financial statements of the Group,

including its annual and half-yearly reports, trading updates and

any other formal announcements relating to its financial

performance, and advising the Board whether it considers the

Annual Report to be fair, balanced and understandable

• Selecting and recommending the appointment and reappointment

of the external auditor, including tenders where necessary; and

negotiating and agreeing audit fees and scope of work

• Reviewing the performance of the external auditor in respect of

scope of work, reporting, and quality of audit and overall service

• Reviewing independence, including key-partner rotation, and

remuneration of the external auditor and the relationship between

audit and non-audit work

• Approving the appointment or termination of the Head of Internal

Audit; approving the internal audit charter; and monitoring the

effectiveness of the internal audit function in the context of the

Group’s overall risk management framework

• Reviewing and assessing the annual internal audit plan and

resources, receiving and evaluating internal audit reports, and

monitoring management’s responsiveness to internal audit

findings and recommendations

In carrying out its duties, the Committee is authorised by the Board

to obtain any information it needs from any Director or employee of

the Group.

Composition

The Committee consists of independent NEDs only. The current

members are Matthew Lester (Chair of the Committee), Rosemary

Leith, Rusty Nelligan, Kathryn Purves (until 1 April 2023), Amy

Schioldager and Andrew Sykes. Biographical details can be found on

pages 78.

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.

The Executive Directors and Chairman of the Board are not members

of the Committee but regularly attend meetings at the invitation of

the Chair of the Committee, together with EY, the Group’s external

auditor, the Head of Internal Audit, the Head of Finance and the

Head of Risk.

The Committee meets separately with the external auditors and

Head of Internal Audit without management present at least twice a

year to ensure that they are receiving full cooperation from

management, obtaining all the information they require, and are able

to raise matters directly with the Audit Committee if they consider it

is desirable to do so.

In addition, the Chair of the Committee meets with the external

auditors, Head of Internal Audit, Executive Directors, and other

members of financial and operational management separately, and as

appropriate, throughout the year.

Terms of reference

The Committee’s terms of reference are approved and reviewed by

the Board on a regular basis, most recently in May 2023. The terms

of reference are available on the Group’s website www.icgam.com,

or by contacting the Company Secretary.

Effectiveness

The operations of the Committee were reviewed as part of the

internal Board evaluation led by the Chairman in March 2022; the

Committee was found to be operating effectively. For more details

of this exercise, please see page 83.

Summary of meetings in the year

The Committee held four meetings during the year. The Committee

members attending each of the meetings can be found on page 82.

85ICG | ANNUAL REPORT & ACCOUNTS 2023

Review of the year

The agenda of the Committee comprises recurring, seasonal and other business. Over the course of the year, the Committee considered and

discussed the following significant matters:

The matter and its significance Work undertaken Comments and conclusion

Performance measures

Alternative performance measures

can add insight to the IFRS

reporting and help to give

shareholders a fuller

understanding of the performance

of the business

See KPIs on page 18 and the Finance

review on page 54

The Group uses a number of alternative

performance measures, including but not limited

to:

• Cash and debt position

• Cash generated from operating activities

• Gearing

• Balance sheet investment portfolio

• Net investment return

• FMC operating margin

A full list can be found in the glossary on page

207. Strategic KPIs that are alternative

performance measures are detailed on page 18.

We discussed the use of alternative performance

measures with the Executive Directors and the

external auditor and reviewed their continued

appropriateness and consistency with prior

years.

We were satisfied that alternative performance

measures, which are widely used in the asset

management industry, can provide insight into

performance from the perspective of our

shareholders and other stakeholders.

A review of the alternative performance

measures was undertaken and we were satisfied

that they did not detract from IFRS measures and

were: sufficiently defined; consistently applied;

and, where relevant, reconciled to IFRS

measures.

Consolidation of investments in

structured entities

The Group holds investments in a

number of structured entities

which it manages. Judgement is

required in assessing whether

these entities are controlled by the

Group and therefore need to be

consolidated into the Group’s

financial statements

See note 28 and the Auditor’s Report

on page 133

We challenged the information analysed by

management to assess which third-party funds,

carried interest partnerships, and portfolio

companies are either controlled by the Group or

over which the Group exercises significant

influence.

We concluded that the Group controlled 63

warehouse-related entities, 19 funds and two

carried interest partnerships. The Group

exercised significant influence over six other

entities during the financial year. Accordingly,

the controlled entities have been consolidated

into the Group’s financial statements. This has

had the impact of grossing up the balance sheet

for IFRS compared to APM, with total assets

increased by £5.2bn (2022: £4.8bn) and total

liabilities increased by £5.1bn (2022: £4.8bn).

The Committee concluded that the accounting

policies and disclosures were appropriate and

had been updated properly.

Based on our inquiries of the Executive Directors

and external auditors, we concluded policies are

being properly applied in areas such as

assessing control and significant influence.

We concluded that the areas of judgement (see

page 151) are properly explained. We gained

comfort from the Executive Directors and the

external auditors that the Group complied with

its reporting requirements.

AUDIT COMMITTEE REPORT CONTINUED

86 ICG | ANNUAL REPORT & ACCOUNTS 2023

The matter and its significance Work undertaken Comments and conclusion

Investment valuation

Investments in funds managed by

the Group, in warehoused assets,

in senior and subordinated notes

of CLO vehicles and in disposal

groups held for sale represent

84.2% of our total assets under

IFRS. As the assets are mainly

unquoted and illiquid, considerable

professional judgement is required

in determining their valuation

See notes 5 and 10 to the financial

statements and the Auditor’s Report on

page 133

The Committee received reports summarising

the conclusions of the Group’s Valuation

Committee (GVC) and challenged the

judgements made. The Committee paid

particular attention to the valuations requiring

considerable professional judgement, with

direct input from the Chief Investment Officer on

market conditions and relevant sector and

company insights.

Management determined that the most

appropriate valuation methodology was applied

to ensure that the investments were valued in

accordance with the Group’s accounting

policies, which remain unchanged, and

International Private Equity and Venture Capital

Valuation or other relevant guidelines where

applicable.

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 addition to the Executive Directors’

procedures and the work of the external

auditors, internal audit periodically reviews the

valuation process and provides the appropriate

assurance to the Committee of the Executive

Directors’ compliance with the Group’s valuation

policies, process and procedures.

The Committee reviewed the conclusions of the

GVC, carefully considering the impact of the

current economic environment on the judgement

required.

We reviewed the methodologies used to value

the Group’s investments and concluded that the

valuations had been performed in line with the

accounting policies.

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.

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

See note 3 to the financial statements

and the Auditor’s Report on page 133

We reviewed the revenue recognition of

management fees, 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.

In addition to the significant matters addressed above, the Committee also considered the impact of an operational error reported by

management which led to understatements of revenue and cash and overstatements of trade receivables and financial assets in the prior year.

The Committee carefully reviewed the nature and quantum of the errors and took external advice. The Committee was satisfied that the impact

was not material to users of the accounts and consequently these immaterial items, where relevant, were reported in the current year. In

addition, 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 127

and 151), the viability statement (see page 73), the Auditor’s Report (see page 133), the Auditor’s management letter and the fair, balanced and

understandable assessment of the Annual Report. No issues of significance arose.

87ICG | ANNUAL REPORT & ACCOUNTS 2023

External audit

The Group complies with the UK Corporate Governance Code, the

FRC Guidance on Audit Committees and the EU Regulation on Audit

Reform. In addition, we comply with all aspects of the Competition

and Markets Authority Statutory Audit Services Order.

Appointment and rotation

The Group’s policy is to submit the external audit to tender every 10

years, as a fair balance between the costs and disruption of a tender

and the benefits of a potential fresh pair of eyes and challenge, and

for the external audit firm to be rotated at least every 20 years. 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 regularly during

the year and more frequently at the public reporting periods, 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 2022.

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 £1.9m

(2022: £1.8m) appropriately reflected the scope and complexity of

the work undertaken by EY

On the basis of this review and our ongoing interactions and

observations, the Committee remains confident in EY’s work and the

Committee are satisfied that the audit is probing, challenging and

effective and that the approach provides a reliable audit opinion with

a reasonable expectation of detecting material errors, irregularities

and fraud.

Non-audit services

The Board has an established policy setting out what non-audit

services can be purchased from the firm appointed as external

auditors. A copy of the policy can be found on the Group’s website,

www.icgam.com. The Committee monitors non-audit services

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

their independence or objectivity.

During the year, the Group paid £0.4m (2022: £0.2m) to EY for the

provision of corporate non-audit services. Of the fees, £0.3m

(2022: £0.2m) is in respect of services in their capacity as auditor.

The ratio of non-audit services to 70% of audit fees on a three-year

rolling basis was 0.15:1 (2022: 0.13:1). A detailed analysis of fees

paid by the Group to EY is shown in note 12 on page 169.

The Committee is satisfied that the services provided do not impair

the independence of the external auditors.

AUDIT COMMITTEE REPORT CONTINUED

88 ICG | ANNUAL REPORT & ACCOUNTS 2023

Internal controls

Risk management and internal control matters are the responsibility

of the Group’s Risk Committee. Its report is set out on page 90.

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.

Effectiveness of controls

The Committee reviews the effectiveness of the financial control

environment, including controls over our financial reporting and the

preparation of financial information included in the Annual Report,

taking into consideration the reports from internal audit, any areas

where there has been a reported breach of an internal control and

input from external sources, in particular the auditors. The

Committee works closely with the Risk Committee to review the

system of internal controls (see page 92).

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 fiscal years 2023 and 2024. 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, 20 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 part to

perform and 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.

89ICG | ANNUAL REPORT & ACCOUNTS 2023

Dear shareholders

I am pleased to present the Risk Committee Report for the year

ended 31 March 2023.

The Committee’s role and primary focus is to support the Group’s

Board in providing oversight and challenge of risk management

processes and the internal control framework to ensure that we

meet the expectations of our shareholders, regulators, and clients.

I would like to express my gratitude to Kathryn Purves for her service

as Chair of the Risk Committee. Under her stewardship, the Group

has implemented significant enhancements to the Risk Management

Framework (RMF) and system of internal controls, ensuring that

these matured in line with the growth of the business. Over her

nine-year tenure, Kathryn also oversaw and helped the Group

effectively navigate the evolving regulatory landscape.

In recent months, the Committee has worked closely with

management to support the Group to identify and mitigate emerging

risks arising from the macroeconomic environment, given the

currently elevated interest rate and inflation environment. The Group

has proven expertise in navigating complex and uncertain market

conditions and our business model provides a high degree of

stability. As a result, ICG and its portfolio companies are well

positioned to navigate and take advantage of opportunities that

arise in the current macroeconomic environment. Notwithstanding

the short-term uncertainty, we do not see a materially increased risk

to our operations, strategy, or investor demand in the longer term.

The extension of the conflict in Ukraine into its second year

continues to impact the geopolitical environment. Our thoughts

remain with people of Ukraine and with our colleagues and investors

affected by the crisis. We are alert to the considerable uncertainty

surrounding the ongoing conflict, and the scope for unpredictable

geopolitical outcomes. We continue to monitor developments and

potential ramifications for ICG. To date the implications for ICG have

been minimal as the business does not have any material financial or

operational exposure at the Group level or within the funds we

manage, directly or indirectly, to Russia or Ukraine.

As a Committee we have closely monitored global regulatory

developments to understand and anticipate potential implications

for the Group and the wider alternative asset management sector.

During the period ICG implemented the UK FCA’s new prudential

regime (the Investment Firms Prudential Regulatory Regime) and

continues to evolve our approach to ESG in line with the developing

sustainability regulations. The Committee continues to monitor

The role of the Committee is to support

the Board in identifying and managing risk,

complying with regulations, and promoting

good conduct.

AREAS OF FOCUS

Principal and emerging risks

• Identification and management of principal risks

• Risk appetite and tolerances

• Identification and monitoring of emerging risks

Governance

• Committee governance

• Oversight of risk and compliance policies

• Best practice and governance code developments

Risk management framework

• Effectiveness of risk management systems

• The operational resilience of the Group and asssessment of

the Group’s control environment

• Risk function resourcing

Regulatory risks

• Impact and implementation of regulatory change

• ICARA

• Compliance function resourcing

Committee members

• Rosemary Leith (Chair since 1 April 2023)

• Kathryn Purves (Chair and member until 1 April 2023)

• Rusty Nelligan

• Virginia Holmes

• Amy Schioldager

• Matthew Lester

Risk Committee Report

Rosemary Leith

Chair of the Risk Committee

RISK COMMITTEE REPORT

90 ICG | ANNUAL REPORT & ACCOUNTS 2023

future regulatory developments, including UK initiatives to

reposition UK financial regulation.

Through continued transformation, the Group continues to

enhance internal processes and controls to position the

business for future growth. We are working closely with senior

management to oversee the ongoing improvement and

refinement of our internal controls in order that they remain

relevant, robust, adaptable, and scalable.

This has been a period of transition and there have been a

number of key people changes over the past 12 months. Risk

and Compliance have been aligned under the leadership of

Greg O’Connor to support the growth of the second line of

defence and Group’s evolution into a larger business. William

Rucker has been appointed as the Chair of the Company Board.

I have been appointed as Chair of the Risk Committee,

replacing Kathryn Purves.

Looking ahead to the next financial year, it is anticipated that

the Committee will continue to monitor the impacts and

associated risks arising from the regulatory landscape, global

climate change and sustainability, with a particular focus on

consideration of emerging risks. The Group will continue to

refine its cyber risk framework to ensure that ICG maintains

robust procedures and controls that effectively mitigate

cyber-related risks. There will also continue to be a focus on

strengthening the wider risk and control environment.

ESG remains an important focus for the Committee as a source

of risk; it also presents opportunities to strengthen resilience

and market competitiveness of our investee companies. The

Group recognises that divergent views on ESG among our

Fund investors could affect our ability to raise funds from such

stakeholders. ESG will be formally integrated into the RMF over

the course of next year to position the Group to meet evolving

regulatory requirements, and to successfully manage ESG-

related expectations across the varied interests of our existing

and prospective investors.

Finally, the Group is attentive to the challenges arising from the

global turbulence and the impacts on our local communities.

ICG recently completed a “Million Meals” initiative through

which it supported six charities in the cities in which ICG has

major operations worldwide to provide free meals to

individuals and families in need due to the cost-of-living crisis.

The Committee will continue to ensure that we are adopting a

proactive response to the challenges, risks, and opportunities

for the Group and our wider stakeholders.

I would be pleased to discuss the Committee’s work with any

shareholder.

Rosemary Leith

Chair of the Risk Committee

24 May 2023

Governance of risk

The Committee is mandated by the Board to encourage, and seek to

safeguard, high standards of risk management and effective internal

controls across the Group.

Roles and responsibilities

The Committee meets regularly and is responsible for providing

oversight and challenge on:

• The Group’s risk appetite, material risk exposures and the impact

of these on the levels and allocation of capital

• Changes to the risk appetite framework and quantitative risk limits,

ensuring its ongoing integrity and suitability to support the

Board’s strategic objectives

• The design, structure and implementation of the Group’s risk

management framework and its suitability to identify and manage

current risks and react to forward-looking issues and the changing

nature of risks

• Risk reports on the effectiveness of the Group’s risk management

framework and system of internal controls, including notification

of material potential or actual breaches of risk limits and internal

control processes and the remedial action taken or proposed

• Risks in relation to major investments, major product

developments and other corporate transactions

• Regulatory compliance across the Group, which includes

reviewing and approving the Group’s compliance policies and

monitoring compliance with those policies

• The remit of the risk management and compliance functions,

ensuring they have adequate resources and appropriate access to

information to enable them to perform their functions effectively

The Committee also reviews and recommends:

• The Internal Capital and Risk Assessment (ICARA) at least

annually, to the Board

• The extent of Directors’ and Officers’ insurance coverage, to the

Board

• The prosecution, defence or settlement of litigation or alternative

dispute resolution for material potential liabilities, to the Board

• The effectiveness of the Group’s risk management and internal

controls systems, to the Board

• Alignment of the Remuneration Policy with risk appetite, and

adjustments to any employee’s remuneration for events that have

been detrimental to the Group or events that have exceeded the

Board’s risk appetite, to the Remuneration Committee

• All material statements to be included in the Annual Report, half

year report, prospectuses and circulars concerning risk

management, to the Audit Committee

91ICG | ANNUAL REPORT & ACCOUNTS 2023

Composition

The current members are Rosemary Leith (Chair of the Committee),

Virginia Holmes, Rusty Nelligan, Amy Schioldager, and Matthew

Lester. Biographical details can be found on pages 78 to 80. The

Committee members have a wide range of business and financial

experience, including risk management, fund management and

investment, regulation and compliance, M&A, tax, and international

business practices. These skills enable the Committee to fulfil its

terms of reference in a robust and independent manner.

Rosemary replaced Kathryn Purves on her retirement as Chair of the

Committee at year end. Rosemary joined the Company as a NED in

February 2021 and has been an active member of the Committee

since.

The Executive Directors of the Board are not members of the

Committee but attend meetings at the invitation of the Chair of the

Committee. The Head of Risk, Group Head of Compliance and Risk,

Head of Internal Audit, and the Company Secretary attend all the

meetings.

Terms of reference

The Committee’s terms of reference are approved and reviewed by

the Board on a regular basis, most recently in May 2023.

The terms of reference are available on the Group’s website,

www.icgam.com, or by contacting the Company Secretary.

Effectiveness

The operations of the Committee were reviewed as part of the

internal Board evaluation led by the Chairman in March 2022; the

Committee was found to be operating effectively. For more details

of this exercise, please see page 83.

Monitoring the effectiveness of controls

The Risk Committee is provided with several risk reports, which it

uses to continually review the Group’s risk management framework

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, including the risk and control self-assessment

process, are sufficient to identify all material controls, defined as

those critical to the management of the principal risks of the

business. Additional reporting on the effectiveness of material

controls is provided to the Audit Committee on an annual basis to

support the review of the effectiveness of controls in managing the

principal risks. No system of controls can be infallible. The Risk

Committee and the Audit Committee review breaches as appropriate

and consider these in reporting to the Board.

The Board, on recommendation from the Risk and Audit Committees,

and considering the work of Internal Audit overseen by the Audit

Committee, confirms that the Group’s risk management and internal

control systems are operating effectively, and material controls

operated effectively throughout the year.

Summary of meetings in the year

The Committee held four meetings during the year. In the ordinary

course of business, the Committee receives a report from the Head

of Risk providing an assessment of each principal risk versus

appetite, key risk events, key emerging risks, actions taken or being

taken to manage the risks, and ongoing activity to enhance and

develop the Group’s RMF; and from the Group Head of Compliance

and Risk on global compliance and implementation of relevant

regulatory developments.

RISK COMMITTEE REPORT CONTINUED

92 ICG | ANNUAL REPORT & ACCOUNTS 2023

Over the course of the year the Committee considered and

discussed the following significant matters:

• The Committee continued to closely monitor a number of

significant regulatory change and oversight programmes to

ensure successful execution, notably the evolution of regulatory

responsibilities under the Investment Firm Prudential Regime

(IFPR), which came into effect on 1 January 2022. The Committee

held a dedicated ICARA session to understand more fully the

requirements of the regime in order that we could effectively

challenge the assumptions used in preparation of the 2022 ICARA

process

• The Committee carried out a detailed review of the Group’s 2022

ICARA and was satisfied that the operational risk and financial

stress scenarios were appropriately calibrated and also stressed

the particular vulnerabilities of the Group. They were further

satisfied that the Group would meet internal and regulatory

requirements for capital and liquidity in such scenarios. The

ICARA will support the Committee in understanding changes to

the risk profile of the Group and the capital position over the

course of the year ahead

• The Committee welcomed an update from the Group’s Global

Head of Compliance and Risk regarding the control process the

Group uses to identify, manage, and evidence conflicts of interest

in relation to secondary transaction activity in continuation funds

or other sales between ICG-managed funds. The Committee was

satisfied that the conflicts that may arise are managed

appropriately

• The Group’s Cyber Security Lead presented the annual

Information Technology and Cyber update to the Committee,

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 an assessment of the operational and

regulatory implications related to the potential expansion of the

Group’s wealth channel. The Committee recognises that finding

new markets, distribution channels and investors for ICG funds is

key for profitable growth and looks forward to receiving more

detailed assessments of the Group’s readiness to carefully

capitalise this potential opportunity

• The Committee received an update on the Group’s outsourced

service providers and considered further resourcing plans to

support the future growth of the business

• The Committee acknowledged the continued efforts to enhance

the Group’s annual Material Controls Assessment, and Fraud Risk

Assessment and discussed with the Head of Risk the positive work

undertaken to increase the scope and assurance coverage of

these important risk processes. The Committee considers that

these activities will ensure the ongoing improvement of the

Group’s control environment

Other matters considered

In addition to the significant matters addressed above, the

Committee maintained a rolling agenda of items for its review,

including the adequacy of resourcing in the Compliance and Risk

functions, updates on key policies and a review of the annual

Whistleblowing report and the Money Laundering Officer’s report.

The Committee meets privately with both the Head of Risk and the

Global Head of Compliance and Risk on an annual basis.

Internal Audit, Risk and Compliance monitoring

Internal Audit, Risk and Compliance work closely together to ensure

appropriate coverage of the Group’s activities.

The Committee supported the Audit Committee in its oversight of

the internal audit programme (see page 89), 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 and approves the programme of compliance

monitoring to be undertaken during the following fiscal year and at

each of its subsequent meetings reviews the status and output of

compliance monitoring undertaken relative to the planned

programme.

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 in accordance with the

approved programme for the year. No significant matters of concern

were identified.

93ICG | ANNUAL REPORT & ACCOUNTS 2023

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.

Nominations and Governance Committee Report

NOMINATIONS AND GOVERNANCE COMMITTEE REPORT

AREAS OF FOCUS

Culture, diversity and inclusion

• Employee engagement and development

• Gender diversity considerations

Succession planning

• NED, Executive and senior management succession planning

• Talent development

Director skills and experience

• Director induction

• Director training

Appointments

• New Chairman, New CFO

• Board composition

Committee members

• William Rucker (Chair since 31 January 2023)

• Virginia Holmes

• Matthew Lester

• Andrew Sykes (Chair until 31 January 2023)

• Stephen Welton

William Rucker

Chair of the Nominations and Governance Committee

Dear shareholders

I am pleased to present the Nominations and Governance Committee

report for the financial year ending 31 March 2023.

Good governance requires the appropriate balance of skills, diversity

of thought and experience, independence and knowledge, making the

work of the Nominations and Governance Committee a key part of our

oversight and effectiveness.

The Committee’s main focus during the year was in respect of my

appointment as Chair of the Board; please see the letter from Andrew

Sykes on the facing page in respect of this exercise.

Shortly after my appointment, the Committee met to discuss the

composition of the Board and concluded that the Board remains well

balanced and of an appropriate size and diverse skillset. The

Committee noted the strong contribution to the Board of all Directors,

regardless of their tenure. It was agreed that one or more further NED

appointments should be made to replace Kathryn Purves following her

retirement, to ensure adequate long-term succession planning and to

enhance the diversity of the Board while maintaining its current skillset.

We have commenced a process to search for appropriate candidates.

The Committee also carried out its search with Russell Reynolds for the

replacement of Vijay Bharadia as CFO on the basis of maintaining an

appropriate spread of skills and experience on the Board and, after a

thorough search, David Bicarregui was welcomed to the Group on

2 April 2023 and is working closely with Vijay in preparation for his

handover in July 2023. The Committee has continued to monitor

feedback received from employees gained through focus group

sessions led by Amy Schioldager, the NED responsible for liaising with

employees in order to gain insight into the culture of the Company.

Employee views are always important to Committee and Board

discussions, and I look forward to hearing more insight from her as we

work together in the coming years.

During the year, the Committee also heard from management on the

results of a detailed exercise on executive succession planning for key

individuals and ensuring development and training opportunities for our

key talent. NEDs have worked closely with the Chief People and External

Affairs Officer with a focus on developing and growing our employees,

particular emphasis has been placed on enhancing bench strength

across the organisation, including the development of targeted

development programmes for leadership, newly promoted individuals

and emerging future leaders. ICG is a people business and developing

our talent is crucial in helping to deliver the Group’s strategic objectives.

94 ICG | ANNUAL REPORT & ACCOUNTS 2023

Dear shareholders

Throughout the year being reported on, I acted as Chair of

the Board and the Committee until the commencement of

William Rucker’s tenure as Chair on 31 January 2023. The

primary activity of the Committee during this period was to

conduct a search for a long term Chair of the Company

following the unanticipated retirement of Lord Davies of

Abersoch in January 2022.

This search was conducted with regard to a range of skillset,

experience and diversity criteria, and taking into account the

profiles of the existing Board members. The search, conducted

with support from Russell Reynolds Associates, was thorough

and robust. Members of the Committee and Executive

Directors met with a number of candidates; after an extensive

process, we were unanimously satisfied that William Rucker was

the best possible candidate for the role given his extensive

financial services industry expertise and his significant

experience on boards of other listed companies.

I would like to thank my fellow Committee and Board members

for their contribution to this process, including Kathryn Purves

who acted as Senior Independent Director on an interim basis

until 31 January 2023.

I would be happy to discuss the matters set out above with any

shareholder.

Andrew Sykes

Senior Independent Director

24 May 2023

Committee governance

The Committee is responsible for:

• Identifying, and nominating for the Board’s approval, candidates

to fill any Board vacancy

• Succession planning, including the progressive refreshing of the

Board, and developing executive talent below Executive Director

level

• Ensuring that all appointments to the Board are made on objective

criteria and that candidates have sufficient time to devote to their

prospective responsibilities

• Appointing a NED as the Whistleblowing Champion

• Appointing a NED as the Employee Engagement Champion

• Appointing a NED as the ESG Champion

• Considering the composition of the Board to ensure that the

balance of its membership between Executive Directors and NEDs

is appropriate

• Overseeing diversity and inclusion, culture, employee engagement

and other governance-related matters within the Group

• Annually assessing the continued fitness and proprietary of the

Senior Management Function (SMF) holders, including the NEDs,

together with reviewing the Group’s responsibilities map which

describes the management and governance arrangements, as

required under the Senior Managers and Certification Regime

(SM&CR)

• Ensuring the Group is managed to high standards of corporate

governance

Composition

The Nominations and Governance Committee consists of NEDs:

William Rucker (Chair of the Committee), Andrew Sykes, Virginia

Holmes, Matthew Lester and Stephen Welton. Biographical details

can be found on pages 78 to 80.

The Company Secretary acts as Secretary to the Committee.

Kathryn Purves served as a member of the Committee until her

retirement from the Board on 1 April 2023.

Appointments of Executive Directors and NEDs are made as

necessary as a result of discussions by the Committee and are

subject to full Board approval and election or re-election at a

General Meeting of the shareholders.

Terms of reference

The Committee’s terms of reference are approved and reviewed by

the Board on a regular basis, most recently in May 2023.

The terms of reference are available on the Group’s website, www.

icgam.com, or by contacting the Company Secretary.

Effectiveness

The operations of the Committee were reviewed as part of the

internal Board evaluation led by the Chairman in March 2022; the

Committee was found to be operating effectively. For more details

of this exercise, please see page 83.

The output from both internal and external Board evaluations is always

front of mind for the Committee as we continue to evaluate the skills,

composition and cohesion of our Board in the context of our business

and strategy. We will bear the results of the forthcoming evaluation in

mind as we continue to plan for long-term succession for our Board.

I would be pleased to respond to any shareholder questions about the

Committee’s work either at the AGM or otherwise.

William Rucker

Chair of the Nominations and Governance Committee

24 May 2023

95ICG | ANNUAL REPORT & ACCOUNTS 2023

Summary of meetings in the year

The Committee held five meetings during the year. Over the course

of the year the Committee considered and discussed the following

significant matters:

• The search for, and appointment of, William Rucker as Chair of the

Company. The Committee set parameters for a search (having

discussed desired skills and experience and the importance of

diversity to the Board), reviewed long-lists and short-lists of

candidates provided by Russell Reynolds Associates, conducted

interviews with a number of candidates and approved the offer of

the role to Mr Rucker.

• The search with Russell Reynolds for, and recruitment of, David

Bicarregui to succeed Vijay Bharadia, who will retire from the

Board and his role as CFOO in July 2023. The Committee’s search

was focused on ensuring the ongoing balance of skillsets and

experience on the Board.

• Whether it may be appropriate to appoint further NEDs to the

Board to supplement the existing skillsets of the Board and to

assist with long-term succession planning. It was concluded that in

the current year no further appointments were needed, but this

should be reviewed in the coming months by the Committee under

the leadership of the new Chair.

• The appointment of Rosemary Leith as Chair of the Risk

Committee following the retirement of Kathryn Purves from the

Board.

• A detailed review of succession planning in respect of senior

executive positions, including each Executive Director and other

key leadership personnel within the organisation.

• The employee engagement NED, Amy Schioldager, provided

insights on the culture of the Group and other feedback from the

ongoing informal engagement programme to a joint session of the

Committee and the Board. This was based on her 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. She 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 22.

Other matters considered

The Committee also conducted a review of the size and composition

of the Board and its Committees, the skillset of all Directors, their

ongoing training and development and the independence of NEDs.

No points of concern were raised.

Diversity is very important to our Board. For the financial year ending

31 March 2023, we were compliant in respect of all Listing Rule

requirements for board diversity – the percentage of female Board

members was above 40%, we had a female SID (until Kathryn Purves

stepped down as SID on 31 January 2023) and one Director from an

ethnic minority background. At the date of publication, as a result of

changes to the Board (namely the departure of Kathryn Purves in

April 2023 and the retirement of Vijay Bharadia in July 2023), we are

focusing efforts on hiring further Directors to increase diversity on

the Board. The Committee monitors the diversity of the Group with a

specific focus on senior management roles and their direct reports

(see page 28). We are aware of the Listing Rules requirements for

gender diversity in senior board roles and are factoring this in to our

considerations.

Board gender diversity

2023 figures are as at publication date - throughout the year ended

31 March 2023 female Board representation was above 40%,

see page 82 for more details.

Non Executive Director area of expertise

Name Asset

Management

Investment UK

Corporate

Governance

International Risk

Management

Financial

William Rucker (Chair)

Virginia Holmes

Rusty Nelligan

Amy Schioldager

Andrew Sykes (SID)

Stephen Welton

Rosemary Leith

Matthew Lester

NOMINATIONS AND GOVERNANCE COMMITTEE REPORT CONTINUED

Male: 7 (64%)

Female: 4 (36%)

Male: 7 (58%)

Female: 5 (42%)

2023 2022

Number of senior positions on the board at current date: Male: 4; Female: 0

Reporting table on ethnicity representation

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

White British or other

White (Including

minority-white groups)

9 82% 3

Asian/Asian British 1 9% 1

Not specified/ prefer

not to say

1 9%

96 ICG | ANNUAL REPORT & ACCOUNTS 2023

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.

Dear shareholders

I am pleased to present the Committee’s Report (the Report) for the

year ended 31 March 2023.

The Report comprises three parts:

• This introductory statement, which explains the key decisions

made by the Committee during, and in respect of FY23;

• The Annual Report on Remuneration for FY23. This details the

performance and remuneration outcomes, and the governance

process, together with my introductory statement and the ‘at a

glance section’. It is subject to the usual advisory vote at the AGM;

and

• The Directors’ Remuneration Policy (the Policy), including details

of proposed modifications to the Policy. The Policy is subject to

the usual triennial shareholder vote at the AGM.

Directors’ Remuneration Policy and shareholder

consultation

Our Directors’ Remuneration Policy was last approved by

shareholders in 2020, with 94.43% of votes in favour. Last year’s

Directors’ Remuneration Report received overwhelming backing,

with 98.34% of votes cast in favour. We are pleased that these

results indicate strong and continued support from our shareholders

for the Policy and its implementation. The Committee has undertaken

a thorough review of the Policy in preparation for the triennial vote

at the AGM this year.

We consulted widely with shareholders on a number of possible

changes to the Policy and its implementation. These included a

proposal to introduce a ‘Super Stretch’ performance level, above

maximum, in the financial performance metrics used in the variable

pay plan. This was intended to help drive outstanding levels of

performance and return to shareholders, and to assist in recruitment

and retention of talent. It was to be accompanied by a higher

variable pay maximum above the current maximum levels.

The Committee also consulted on a proposal to re-position the base

salary of the CEO/CIO (currently £410k) over a two-year period, as

it is far adrift from benchmark levels (which are typically

£750k-£800k). The need to re-position base salary has also been

highlighted by our recent recruitment of a new CFO, where, to

attract the preferred candidate, it was necessary to offer a base

salary that is 46% higher than the current CEO/CIO base salary.

Modest changes were also proposed to the base salaries of the

other Executive Directors for FY24, to recognise the breadth of their

roles and market levels of base salary.

AREAS OF FOCUS

Remuneration policy

• Continuous assessment of the effectiveness of the Group’s

remuneration policy

• Consideration of shareholder and representative

shareholder bodies’ feedback

• Consideration of business requirements and competitive

landscape

Key performance indicators

• Setting of KPIs for the Executive Directors

• Monitoring performance against those KPIs

Governance, stakeholders and shareholders

• Consideration of feedback from shareholders

• Adherence to regulatory requirements

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)

• Review of market data on award levels

Committee members

• Virginia Holmes (Chair)

• William Rucker

• Andrew Sykes

• Rosemary Leith

• Stephen Welton

Contents:

97 Letter from the Committee Chair

101 Remuneration at a glance

103 Annual report on remuneration

115 Governance of remuneration

116 Directors’ Remuneration Policy

REMUNERATION COMMITTEE REPORT

LETTER FROM THE COMMITTEE CHAIR

Remuneration Committee Report

97ICG | ANNUAL REPORT & ACCOUNTS 2023

REMUNERATION COMMITTEE REPORT CONTINUED

LETTER FROM THE COMMITTEE CHAIR CONTINUED

We are grateful for the time and attention shareholders gave to the

consultation. Some shareholders were fully supportive of all the

proposals. Others felt that, whilst they understood the Committee’s

rationale, a higher variable pay maximum (even with the additional

Super Stretch performance requirement), was difficult in the current

economic and cost -of- living context. However, the majority supported

the re-positioning of the CEO/CIO’s base salary, given its substantial

discount both to market benchmark levels and internal comparators.

Following the consultation process, the Committee carefully

considered the feedback received, and in light of it, has decided not

to proceed with the proposal to introduce the Super Stretch

performance level or the accompanying increase in the higher

variable pay maximum. We shall continue to monitor the effectiveness

of the Policy going forward in enabling ICG to compete effectively

for talent and support the business strategy. We may need to

reconsider the question of variable remuneration levels for

outstanding performance in future Policy periods.

The Committee decided that it should proceed with a phased

re-positioning of the CEO/CIO’s base salary, as it has become so far

removed from market norms for CEOs in listed companies of ICG’s

size and scope, and this change was supported by the majority of

respondents to the consultation. The original proposal was to

re-position the base salary from the current level of £410k, to £750k

in two steps: to £600k (46%) for FY24 and to £750k (25%) for

FY25. We have decided to re-position more gradually, staging the

increases over three years rather than two, and spreading these

more evenly than in the original proposal. The proposed increases

are now in the following three steps: to £500k (21.95%) for FY24; to

£615k (23%) for FY25; and, to £750k (21.95%) for FY26. We had also

proposed to move the base salary of the CPEAO (currently £442k)

to £500k in FY24, to recognise the breadth of this role. However,

we have also decided to spread this over two years, and to set the

increase to £467,500 for FY24 (i.e. 5.77%), below the average

increase for the wider workforce (6.52%), with the balance to

£500,000 in FY25.

For the CFO role and CPEAO role, the Committee proposes to

express the total variable pay maximum as a multiple of base salary

rather than a monetary amount, from FY24 onwards. This approach

is the norm for other listed companies. These multiples will be 4x

base salary for the CFO role and 3.5x base salary for the CPEAO role.

These are the same as the effective multiple that applied for the

CFOO role, and slightly less than the effective multiple that applied

to the CPEAO role, when the Policy was last approved by

shareholders in 2020.

For the CEO/CIO, the Committee proposes to retain the current

variable pay maximum of £6m for the Policy period FY24-26, but to

transition to express this as a multiple of base salary from the start of

FY26 once the phased base salary increases, described above, have

been completed. The planned increases will take the base salary to

£750k for FY26. The total variable pay maximum for the CEO/CIO

would be 8x base salary (i.e. £6m) for FY26 and will then be

reviewed as part of the next Policy review.

The Committee will continue to defer a high percentage (at least

70%) of total variable pay into ICG shares, vesting in thirds after 3, 4

and 5 years from the date when the variable pay is awarded.

Pension levels for current and future Executive Directors are already

set no higher than the level for the majority of our UK employees

(12.5% of base salary).

Further details of these Policy changes can be found on page 118.

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. This remains

unchanged under the proposal for our Policy update. The scorecard

drives a single variable pay award of which at least 70% is deferred

into ICG shares, vesting over a 5-year period to promote long-term

alignment. Executive directors also have in-service and post-exit

shareholding requirements. The policy aligns to our company culture

of recognising and rewarding performance and delivering

outstanding annual and long-term value for stakeholders.

Each Executive Director has a target and maximum variable pay level,

providing clear remuneration levels based on performance. The

quantum of total remuneration at ‘threshold’, ‘target’ and ‘stretch’

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 account of wider performance or other relevant

factors.

Engagement with shareholders and the workforce

The Committee closely monitors shareholder guidance and feedback

on remuneration. Shareholder voting on AGM remuneration

resolutions is reviewed annually, and major shareholders are directly

consulted each year if they have indicated any disagreement with

ICG’s remuneration policy or practices. During annual engagement

meetings, major shareholders have the opportunity to provide

feedback to the Board and Remuneration Committee on ICG’s

remuneration approach.

There are a number of existing channels of communication with

employees regarding ICG’s remuneration policies, including

executive remuneration and its alignment with wider company pay

policy. Our company-wide employee engagement surveys, which

during this financial year were conducted in June and November,

enable colleagues, on a confidential basis, to provide feedback on a

full range of employment issues, including remuneration. The NED

responsible for employee engagement also holds a number of formal

and informal sessions with employees during the year in individual

and group forums across various locations. During these sessions

employees are invited to provide feedback and comments on any

issues of importance to them, including remuneration policies.

98 ICG | ANNUAL REPORT & ACCOUNTS 2023

The Committee also receives regular feedback on how employees

perceive the Group’s remuneration policies and practices, and how

these have influenced recruitment, retention and motivation of

colleagues. This information is used by the Committee in its

monitoring and development of remuneration policies.

Variable pay: a focus on long-term performance and

leadership

Our remuneration approach encourages and reflects sustained,

long-term performance, which aligns our executives to the interests

of our shareholders. We make a single variable pay award each year

to Executive Directors, based on a balanced scorecard of key

performance indicators (KPIs) and funded from our capped Group

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

The AAP is funded from the cash profits which the Group realises

from its fund management business and its investments. It is capped

at 30% of realised profits, annualised over a five-year period.

Furthermore, for Executive Directors, at least 70% of the variable pay

award is deferred over five years into shares, with vesting in three

equal tranches after the third, fourth and fifth anniversaries of award.

Prior to setting the targets for FY23, the Committee again completed

an extensive 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 Diversity, Equity & Inclusion

and Sustainability. They also reflect our position in the alternative

investment industry as a leader of 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 FY23

Against the backdrop of a complex and dynamic economic landscape

and growing geopolitical and economic uncertainty, we are proud

that business performance in the year ended 31 March 2023

continues to be very strong. ICG raised $10.2bn in new funds (which

means that the three-year stretch KPI target was exceeded by

$500m). The FMC (Fund Management Company) operating margin

was 57.5%, which is an outstanding result given the investments the

Group continues to make as it delivers on its growth strategy and the

pressures of a high-inflation environment. Pre-Incentive Cash Profit

(PICP) showed commensurately strong results for this year, at

£531.8m.

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

rolling basis. The Committee has determined that £109.9m should be

awarded to eligible employees under the AAP for the year ended

31 March 2023, compared with £115.9m in the prior year. This is the

result of continued strong individual and corporate performance

and also takes into account an increase in bonus-eligible staff of

10.1% year-on-year. The awards are 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 22.6% of PICP to the AAP on a

five-year cumulative rolling percentage basis, which is 7.4

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), 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 £10.7m to the BGP to fund incentive awards

during the year for teams developing new investment strategies

which have not yet completed a fundraise. These include our Life

Sciences, Infrastructure Equity Asia, Real Estate Opportunistic

Equity for both Europe and Asia and US Mid-Market strategies. This

pool excludes Executive Directors. This year’s BGP award compares

with £6.7m awarded in the prior year.

Executive Director variable remuneration for FY23

The total remuneration for the year for each Executive Director is

shown in the table on page 107.

The variable pay awards reflect the very strong and continued

performance across the Executive Director KPIs, as detailed in full in

this Report. The targets and stretch levels for each KPI were set at a

demanding level – especially in the more challenging fundraising and

investment environment in FY23. The KPIs were weighted 65% on

financial performance and 35% on non-financial criteria reflecting an

increase in the weighting on financial performance for the CFOO and

CPEAO which has previously been 60%. The total variable pay award

for the CEO/CIO was determined in line with the performance

achieved relative to the KPIs and target ranges that were set. The

Committee exercised its discretion to make slightly lower awards to

the CFOO and CPEAO than strictly formulaic KPI calculations would

indicate. This reflects the nature of these roles and their scope to

influence Group financial results and other KPIs relative to that of the

CEO/CIO. Consequently, the Committee made variable pay awards

of £5,850,000, £1,900,000 and £1,425,000 respectively to the CEO/

CIO, CFOO and CPEAO this year.

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

CPEAO’s variable pay awards were deferred into ICG PLC shares

vesting in equal tranches on the third, fourth and fifth anniversaries

of award.

99ICG | ANNUAL REPORT & ACCOUNTS 2023

REMUNERATION COMMITTEE REPORT CONTINUED

LETTER FROM THE COMMITTEE CHAIR CONTINUED

Board Changes

We were delighted to welcome William Rucker to the Board as Chair

in January 2023. The annual fee for the role was set at £375k, in line

with the median for comparable, listed financial services companies

in the UK.

As previously announced, Vijay Bharadia will step down from the

Board and his role of CFOO at the FY23 AGM. His 12-month notice

period commenced on the date of the announcement (21 February

2023). He receives contractual payment in lieu of notice paid in

monthly instalments for the remainder of his 12-month period,

subject to mitigation. Although he is continuing to perform the

Board CFOO role during the period from 1 April 2023 to the AGM in

July, he will not receive variable pay in respect of this period. As a

good leaver, he retains the deferred variable pay awards he earned

in respect of performance in previous years. These will vest on the

normal vesting dates (in thirds after 3, 4 and 5 years from grant),

subject to a non-compete agreement. He is also required to retain

his in-employment shareholding requirement of 2x base salary for

two years post-employment. Further details of his leaving

arrangements are provided in this Report.

I would like to take this opportunity to thank Vijay Bharadia for his

valuable service over the past four years and we are looking forward

to welcoming David Bicarregui as his successor. David has joined

ICG in April and will stand for election to the Board at the AGM. To

secure his appointment, the Committee agreed to a base salary of

£600k, which is lower than his previous salary. David’s maximum

variable pay will be 4x base salary, which is the same effective

multiple that applied to Vijay Bharadia when the Policy was last

approved by shareholders in 2020 and is in line with the market,

median total variable pay multiple for listed companies of our size.

Total Shareholder Return (TSR)

ICG has continued to deliver strong TSR performance. For the ten

years to 31 March 2023, TSR was 327.3% versus 23.0% for the FTSE

All Share Index.

Conclusion

Our Policy provides a clear, simple and predictable remuneration

model, which helps drive and sustain the achievement of our

corporate strategy as well as a prudent approach to risk. We believe

that the updated Policy proposal recognising shareholder feedback,

represents a natural continuation of these principles, taking into

account the evolving landscape of alternative asset management and

ICG’s very strong position within it.

I hope you will provide your support for the proposed Directors’

Remuneration Policy, and for the Directors’ Remuneration Report

for FY23.On behalf of the Remuneration Committee, I would like to

thank all of our shareholders for their continued support.

Virginia Holmes

Chair of the Remuneration Committee

24 May 2023

100 ICG | ANNUAL REPORT & ACCOUNTS 2023

Executive Remuneration Framework and Policy Summary for FY23

Purpose and link to strategy Operation Maximum opportunity Outcomes for FY23

Base Salary

Adequate 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 FY24, the CEO’s salary is increased

by 21.95% to £500,000 as explained in

the introduction to this Report. The

CPEAO’s salary is increased by 5.77% to

£467,500, which is below the average

for the wider workforce of 6.52% . The

current CFOO’s salary remains

unchanged as he is stepping down from

the Board in July.

Benefits

Adequate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

Benefits currently receivable by

Executive Directors 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

Adequate 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 Executive Directors’ pension

allowances are set no higher than the

majority of the Group’s workforce with

the CEO and CPEAO at 12.5% and the

current CFOO at 10%; there have been

no changes this year

Total variable pay award

Adequate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

The total variable pay award consists

of the Cash Bonus Award and ICG PLC

Equity Award (see below)

Max variable pay awards to Executive

Directors are £6m for the CEO/CIO,

£2m for the CFOO and £1.5m for the

CPEAO

Variable pay awards for the CEO,

CFOO and CPEAO were £5.85m, £1.9m

and £1.425m respectively. 80% of the

CEO’s award and 70% of the awards

for the other Executive Directors were

deferred into shares, vesting over 5

years

ICG PLC Equity Award

Rewards achievement of business

KPIs, cash profits and employing

sound risk and business management

and 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 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 CFOO’s and CPEAO’s

variable pay awards were deferred into

ICG PLC shares

Remuneration at a glance

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 rolling

basis. The Committee has determined that £109.9m should be awarded to eligible employees under the AAP for the year ended 31 March 2023,

compared with £115.9m in the prior year.

FY19 FY20 FY21 FY22 FY23 Cumulative

Percentage of PICP over five years rolling 23.6% 22.2% 23.6% 24.4% 22.6% 22.6%

Spend on incentives (£m) 78.0 70.8 87.2 115.9 109.9 461.8

Number of employees 336 408 470 525 582

1. During the year the Group updated its AUM measurement policy, see page 54.

Business performance

Profit

Before Tax

£251.0m

(2022: £565.4m)

Third-Party Assets

under Management

$77.0bn

(2022: $68.5bn)

Ordinary Dividend

per Share

77.5p

(2022: 76.0p)

ANNUAL REPORT ON REMUNERATION

101ICG | ANNUAL REPORT & ACCOUNTS 2023

KPI performance outcomes

KPI

Link to strategic

objectives Threshold Target Stretch FY23 Outcome

Quantitative KPIs

Fundraising (three-year annualised)

$14.5bn

Realised Portfolio Returns

18.7%

FMC Operating Margin

57.5%

Net Gearing N/A

0.50x

Qualitative KPIs (% of max)

Strategic Development

95%

Culture, DE&I and Sustainability

95%

Operating Platform & Risk Management

85%

Total remuneration (actual vs target)

Benoît Durteste Antje Hensel-RothVijay Bharadia

Read more about performance on page 104.

Strategic alignment:

Grow AUM

Invest selectively

Manage portfolios to maximise value

Target

Fixed pay

only

Maximum

Award

Target

Fixed pay

only

Maximum

Award

Target

Fixed pay

only

Maximum

Award

Fixed pay Cash Bonus Award ICG PLC Equity

2,520 1,080

4,200 1,800

4,680 1,170

470

470 470

4,070

470

6,470

6,320

700

1,400

1,330

300

600

570 583

583

507

1,583

583

2,583

2,483

525 225

1,050 450

997 428

1,257

507

2,007

1,932

£k £k £k

45%

$12.4bn

47%

<0.75x

5.2%

$13.2bn

50%

$14.0bn

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102 ICG | ANNUAL REPORT & ACCOUNTS 2023

Executive Director performance

Awards in respect of annual performance

KPI

Link to

strategic

objectives Threshold Target Stretch FY23 Outcome

CEO

weighting

CFOO

weighting

CPEAO

weighting

Quantitative KPIs

Fundraising

(Three-year annualised)

$14.5bn 27.5% 20.0% 27.5%

Realised portfolio

returns

18.7% 15.0% 10.0% 10.0%

FMC

operating margin

57.5% 20.0% 27.5% 25.0%

Net gearing

N/A

0.50x 2.5% 7.5% 2.5%

Qualitative KPIs % of max

Strategic

development

95.0% 15.0% 10.0% 15.0%

Culture, DE&I and

Sustainability

95.0% 12.5% 12.5% 12.5%

Operating platform

and risk management

85.0% 7.5% 12.5% 7.5%

1. The on-target variable pay levels are 60% of maximum for the CEO and 50% of

maximum for the CFOO and CPEAO. 25% of maximum is payable for threshold

performance, and 100% of maximum for performance at stretch level or above.

2. The Board did not set threshold and stretch targets for net gearing but a target

of <0.75x, which was met.

Strategic objectives

Grow AUM

Invest selectively

Manage portfolios to maximise value

$12.4bn

45%

5.2%

47%

<0.75x

50%

$13.2bn $14.0bn

ANNUAL REPORT ON REMUNERATION

103ICG | ANNUAL REPORT & ACCOUNTS 2023

Executive Director Performance continued

At the outset of FY23, the Committee set stretching targets across all

KPIs, commensurate with the continued growth and success of ICG

and taking into account deteriorating market conditions. The

Committee also reviewed the weightings between financial and

non-financial KPIs and brought these in line for each Executive

Director at a 65% weighting towards financial and a 35% weighting

towards non-financial KPIs (previously, that split had been 60% to

40% for the CFOO and CPEAO). Individual KPIs within the two

sections have been weighted differently to take account of the

differences in executive roles.

Market conditions notwithstanding, ICG has delivered another very

strong year, distinguishing itself further as a leader and high

performer across market cycles. Stretch targets for the financial KPIs

have been exceeded and performance against non-financial KPIs,

which lay the foundations for sustainable success over the long-

term, has been similarly strong.

Financial KPIs:

1. Fundraising

How performance is measured

Given the increased guidance to the market in June 2021 of

US$40bn to be raised over four years with a minimum of US$7bn in

any given year and our exceptional record fundraising in FY22, we

increased the targets for our fundraising KPI as follows:

• The threshold target was raised from $6bn to $12.4bn annualised

over three years

• The on-target was raised from $8bn to $13.2bn annualised over

three years

• The stretch target was raised by ~20% from $11.5bn to $14bn

annualised over three years

Performance achieved this year

ICG has exceeded its annualised target of $13.2bn by 9.6%, reaching

$14.5bn annualised over three years and $10.3bn intra-year. This

exceeds the KPI stretch target by $500mn / 3.6%.

We note that this very strong performance has been achieved

against the backdrop of this being the lowest market fundraising

year in Europe since 2015, with private equity down 37% year-on-

year (source: Preqin/Evercore). The denominator effect, LPs’

risk-off considerations in light of macro-economic and geo-political

uncertainties, and a high saturation of funds competing for capital

are well documented. Amid these challenges, ICG’s multi-year

strategy and client diversification continues to pay off, with

particular success in the US, the Middle East and Asia.

2. Realised Portfolio Returns

How performance is measured

Realised Portfolio Returns measure the realised weighted

investment returns in aggregate relative to the weighted average

performance hurdle, which differs depending on the underlying

investment strategy. As there is no recognised benchmark for the full

suite of ICG’s investment strategies, the Committee has opted for

this measure as a clear expression of performance relative to the

targets we agree with our clients for each investment strategy.

Despite the more difficult market context this year, the Committee

retained the previous target levels for threshold, target and stretch.

Performance achieved this year

Investment performance, which forms the basis of future fund

raising, growth of fee income and therefore FMC profitability,

continues to be exceptional, putting ICG in a strong position for

continued success. This has been tested and confirmed during this

year’s fundraising environment, and ICG’s success despite the

external headwinds is a strong reflection of its investment excellence

– this year, Realised Portfolio Returns reached 18.7%.

3. Operating Margin

How performance is measured

Given that ICG’s fundraising cycle had always planned for FY23 to be

a year during which there would be naturally fewer funds in the

market with fees on committed capital and thus lower fee flow;

compounded by economic uncertainty, and significant inflation, the

Committee adjusted the FY23 FMC Operating Margin KPI thresholds

as follows vs FY22:

• Threshold from 47% to 45% (which was still higher than FY21 at

43%);

• On-target from 49% to 47% (which was still higher than FY21 at

45%); and

• Stretch from 51% to 50% (equal to FY21).

We consider these to be highly stretching, both relative to the wider

UK market and our global competitors with a similar asset class mix

and fee base as well as given the continued need to invest in what

remains a high-growth business.

Performance achieved this year

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

57.5% . We note that this includes catch-up fees which are not

expected to repeat next year to the same extent.

4. Net Gearing

How performance is measured and performance achieved

this year

In light of shareholder guidance changing to a gearing target of <1x,

the Committee has retained this KPI at <0.75x. The net gearing as at

the end of FY23 is 0.50x, demonstrating prudent balance sheet

management.

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ANNUAL REPORT ON REMUNERATION CONTINUED

104 ICG | ANNUAL REPORT & ACCOUNTS 2023

Non-Financial KPIs:

5. Strategic Development

How performance is measured

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

alternative investment firm include the refinement of our positioning

through selective diversification and growth; enhancing our

presence in key geographies and distribution channels; and

furthering our bench strength in terms of capabilities across all areas

of the firm. This year, the Committee has set an additional focus on

managing deteriorating market conditions.

Performance achieved this year

ICG has performed very well in upholding fundraising, growing new

markets and clients, deploying selectively, exiting transactions very

successfully thus enhancing its reputation for delivering for LPs, as

well as continuing to future-proof its business infrastructure.

To further enhance our geographical footprint, two new investment

teams were recruited in Asia focusing on Infrastructure Equity and

Real Estate Equity respectively; the firm’s Northern European

coverage through establishing presence on the ground in

Copenhagen; and, in the US, continuing to drive for growth in

investment impact, assets and clients, underlined by the opening of a

new, ambitious New York office.

Bench strength continues to be a critical component of strategic

planning. Succession planning is very strong, with exceptional

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. We have seen particularly strong succession

outcomes in the European Corporate team, Strategic Equity, SDP,

Real Estate and MCR. Comprehensive talent development

programmes are now strongly embedded. Pro-active engagement

with external talent continues across all business units, with a view to

selectively taking advantage of changing market conditions.

6. Culture, DE&I and Sustainability

How performance is measured

ICG’s culture, inclusive environment and commitment to

sustainability form the key building blocks of our success. We set

stretching targets to cement our position as a DE&I leader within the

alternative investment industry and uphold the significant progress

made on diversity, including having at least 30% of senior leadership

roles held by women; further enhancing an environment in which

inclusion thrives through: employee engagement programmes;

driving an impactful CSR agenda; and further establishing ICG as a

leader in sustainability within our industry and progressing towards

our net zero goal.

Performance achieved this year

Culture

ICG is moving to a more inclusive leadership model, away from

narrow committee structures and towards somewhat larger, more

representative groups sharing a vision, ideas and challenge as well

as to create more cultural cohesion amongst senior leaders.

Engagement continues to be strong: our internal communication

platform has a high 85% participation rate across the firm; several

staff roundtables were held with NEDs to share views with the

board; and two engagement pulse surveys were conducted over the

year, showing continuously good scores, in particular in terms of

Leadership, Inclusion and Recognition.

Opportunities to participate financially in the success of the firm

have been very well received: the participation rate for our

Sharesave plan is 63% and our fund co-investment programme is

open to all permanent employees, with high take-up.

DE&I

ICG was delighted to be ranked #1 globally in Honordex, measuring

DE&I efforts, initiatives and outcomes in the Private Equity industry,

as well as ranked as a global leader in each sub-category. DE&I

reporting, including our Sustainability & People Report, continues to

be positively reviewed and the extent of our disclosures has

contributed to high external rankings.

Our external visibility on DE&I initiatives continues to increase,

positioning the firm as a thought leader across the industry.

In the UK, senior women in global leadership roles currently account

for 32% of total, thus continuing to fulfil the goals set under the

Women in Finance Charter; and our ethnic diversity outstrips the

underlying UK population

Employee networks play an integral part in the success of integrating

DE&I fully and deeply in the firm. They are very well supported,

visibly showcased and events are numerous and well-attended. This

is complemented by a top-down approach which holds leaders at all

levels to account culturally, financially and in career terms for their

DE&I efforts and outcomes.

Hiring across all business units is approaching balance: women

constituted 46% of global new joiners and 52% of new joiners in the

UK, where the majority of our corporate functions are based. 33% of

new hires in the UK identified as an ethnic minority.

Sustainability

Very strong progress has been made in further cementing ICG’s

position as a Sustainability leader, and we were delighted to further

upscale and enhance the team under excellent leadership.

Progress towards net zero:

15% of relevant investments, by invested capital, and 28% by number,

have set Science Based Targets (SBTs) within the first year across

all five strategies in scope. There is a strong pipeline of submitted

SBTs expected in FY24 as result of the work done this year.

99% of raised capital in scope of Sustainable Finance Disclosure

Regulation (SFDR), since March 2021, has been in products that

promote environmental and/or social characteristics (Article 8).

Additionally, all relevant fund bridge financing, i.e. that for Europe

VIII and Real Estate Debt VI, was linked to Sustainability KPIs, leading

to a benefit in margin reductions of 5bps and 2bps respectively.

1. Our UK population make-up by the end of FY23 was 66% white, 23% BAME and 11%

not specified; whereas the UK population according to ONS 2021 is 81% white, 13.8%

Asian and Black, and 5.2% other.

105ICG | ANNUAL REPORT & ACCOUNTS 2023

Executive Director Performance continued

Report quality and thought leadership:

ICG’s third TCFD report was published and recognised as a leading

example by the BVCA & KPMG TCFD guidance for the Private Equity

sector. ICG continued to take part in Carbon Disclosure Project

Climate Change Assessment, regaining its A- leadership score, and

S&P Corporate Sustainability Assessment, increasing its score from

59 to 65 which resulted in ICG’s inclusion in the DJSI Europe Index

for the first time. Our 2022 Sustainability & People report published

to positive reactions, drawing on established sustainability/ESG

reporting standards (GRI, SASB).

ICG maintained its leadership role in industry initiatives such as

co-chairing the iCI Carbon Footprinting and Private Credit working

groups and and joined the Taskforce on Nature-related Financial

Disclosures (TNFD) Forum, which is developing and delivering a risk

management and disclosure framework for organisations to report

and act on evolving nature-related risks.

Charity

The Committee was especially pleased with the firm’s commitment to

developing and expanding the support provided by ICG and its staff

individually for a range of charities in the countries where the firm

operates.

ICG successfully implemented its new charity framework focusing on

education for talented, disadvantaged young people as well as on

enhancing access to the investment industry for underprivileged

groups. These programmes were implemented in partnership with

The Access Project and UpReach in the UK, as well as SEO in the UK,

France and the US. This was complemented by grass-roots efforts

for local charities in local offices, individual donation matching and

other ad-hoc donations such as to the Earthquake appeal.

In addition, through its #MillionMeals initiative, ICG provided free

meals to individuals and families in need in the UK, continental

Europe, the US and Singapore.

More than a third of all staff globally volunteered their time, with

commitments ranging from one-off events in foodbanks to year-

long, regular tutoring of underprivileged students.

In total, donations of £2.5mn were made to these efforts.

7. Operating Platform and Risk Management

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 whilst ensuring that we maintain very high standards

for our risk management and control environment.

Performance achieved this year

Efficiency and Scalability

To future-proof and scale our operational infrastructure efficiently,

ICG has set up a hub in India through an outsourcing provider. First

staff members, who will operate as members of our international

teams, have joined, supporting a range of corporate functions.

Improvements in fund operations continue, with a particular focus on

enhancing client service. This has included establishing a new,

dedicated client onboarding function as well as upskilling and

consolidating middle office and operations management.

Risk Management

Control functions were further enhanced in line with the firm’s

growth and complexity, and a Combined Assurance map was

implemented to enable an assessment of governance, risk

management and control processes provided by ICG’s three lines of

defence. The Compliance and Risk functions were combined under

one leadership, with internal promotions into both the Head of

Compliance and Risk and the Head of Risk roles.

No material control breakdowns during FY23 were noted by Risk,

Compliance or Internal Audit.

Executive Director remuneration:

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

£5,850,000, comprising an annual Cash Bonus Award of £1,170,000

and a deferred PLC Equity Award of £4,680,000, reflecting his

performance relative to the KPIs and targets set in his dual role as

CEO and CIO of the Group.

For Vijay Bharadia, the Committee made a total variable pay award of

£1,900,000. This comprises an annual Cash Bonus Award of

£570,000 and a deferred PLC Equity Award of £1,330,000. For

Antje Hensel-Roth, the Committee determined that an award of

£1,425,000 was appropriate, comprising an annual Cash Bonus

Award of £427,500 and a deferred PLC Equity Award of £997,500.

These were slightly below the strictly formulaic calculation resulting

from the performance relative to the KPIs and targets set.

REMUNERATION COMMITTEE REPORT CONTINUED

ANNUAL REPORT ON REMUNERATION CONTINUED

106 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 2023 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

4,5

vested from

prior years

(legacy awards)

£000

Single total

figure of

remuneration

£000

Benoît Durteste

2023 410.0 14.8 45.3 470.1 1,170.0 1,640.1 4,680.0 5,850.0 6,320.1 947.5 7,267.6

2022 394.0 23.8 43.8 461.6 1,176.0 1,637.6 4,704.0 5,880.0 6,341.6 1,509.4 7,851.0

Vijay Bharadia

2023 520.0 16.6 45.9 582.5 570.0 1,152.5 1,330.0 1,900.0 2,482.5 – 2,482.5

2022 500.0 18.6 44.4 563.0 552.0 1,115.0 1,288.0 1,840.0 2,403.0 – 2,403.0

Antje Hensel-Roth

2023 442.0 15.8 48.8 506.6 427.5 934.1 997.5 1,425.0 1,931.6 – 1,931.6

2022 425.0 16.7 47.2 488.9 405.0 893.9 945.0 1,350.0 1,838.9 – 1,838.9

See page 113 for details of payments to NEDs

1. Each Executive Director’s benefits include medical insurance, life insurance and income protection for the year ended 31 March 2023.

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 2023 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. FY12, FY14 and FY17 Deal Vintage Bonus awards were distributed in FY23.

5. Share price movements do not have any impact on the value of long-term incentives vesting during the current year (legacy awards).

107ICG | ANNUAL REPORT & ACCOUNTS 2023

Performance graph of Total Shareholder Return (ten years)

The graph below shows a comparison between the Group’s total shareholder return performance and the total shareholder return for the

FTSE All Share index. The graph compares the value at 31 March 2013 of £100 invested in Intermediate Capital Group plc with the FTSE All

Share Index over the subsequent ten years. This index has been chosen to give a comparison with the average returns that shareholders could

have received by investing in a range of other UK listed companies.

The TSR for the Company during this period has been 327.3%, compared to 23.0% 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 107) and include some deferred compensation awarded in previous years but reported in the year

received.

£000 Financial year Total remuneration

Percentage of maximum

opportunity of short-term

incentives awarded

Percentage of maximum

opportunity of long-term

incentives awarded

Benoît Durteste 2023 7,268 97.5% N/A

2022 7,851 98% N/A

2021 7,530 95% N/A

2020 5,886 84% N/A

2019 9,526 87% N/A

2018

3,412 77% N/A

Christophe Evain 2018

183 0% N/A

2017 6,888 102% 160%

2016 4,295 76% 98%

2015 5,103 80% 98%

2014 4,797 97% 20%

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 110.

100

200

300

400

500

600

700

800

900

FY13

FY17FY16FY15FY14 FY18 FY19 FY20 FY21 FY22 FY23

Intermediate Capital Group FTSE All Share

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108 ICG | ANNUAL REPORT & ACCOUNTS 2023

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

2022

Year ended 31 March

2023 Percentage change

Ordinary dividend paid (£m) 165.7 236.4 42.7%

Permanent headcount at year end 525 582 10.9%

Employee costs (£m) 262.1 256.7 (2.0)%

Directors’ interests in shares (audited)

The Directors and their connected persons held the following interests in shares of the Company:

As at 31 March 2023

Directors

Shares held outright

as at 31 March 2022

Shares held outright

as at 31 March 2023

Unvested ICG PLC

Equity Award/DSA

interests

Unvested or unexercised

SAYE

options

Shareholding requirement

met?

Benoît Durteste 1,141,580 1,367,310 1,318,526 Nil Yes

Vijay Bharadia 29,744 39,170 237,125 Nil Yes

Antje Hensel-Roth 2,434 10,071 116,881 1,468 Build-up period

William Rucker Nil 7,000 N/A N/A N/A

Virginia Holmes 10,000 10,000 N/A N/A N/A

Rosemary Leith 1,705 1,705 N/A N/A N/A

Matthew Lester 4,863 4,863 N/A N/A N/A

Rusty Nelligan 150,000 180,000 N/A N/A N/A

Kathryn Purves 10,737 20,737 N/A N/A N/A

Amy Schioldager 20,000 30,000 N/A N/A N/A

Andrew Sykes 15,000 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 2023 with a

build-up period for new Executive Directors. Antje Hensel-Roth is still within this build-up period. There are no set shareholding requirements

for NEDs, although all are encouraged to purchase a holding to align themselves with shareholders.

As at 24 May 2023, there were no changes in the Directors’ share interests from the figures set out in the tables above.

Total pension entitlements (audited)

No Executive Director had a prospective entitlement to a defined benefit pension by reason of qualifying services.

Executive Directors’ co-investment in third-party funds

Fund investors expect the CEO/CIO to co-invest in funds to demonstrate his alignment, and as such he has made significant personal

commitments from his own resources to 23 of the Group’s closed-end strategies. At times, other Executive Directors may also make co-

investments from their own resources to demonstrate alignment.

109ICG | ANNUAL REPORT & ACCOUNTS 2023

Carried interest on third-party funds

Certain professionals (including the Executive Directors) are expected to invest in carried interest arrangements under which a portion of the

carried interest in respect of certain managed funds is available for allocation to investment professionals. Those investment professionals who

participate in such arrangements pay full market value for the interests at the time of acquisition. Carried interest on third-party funds is an

investment required by third-party fund clients to drive alignment and is not remuneration for services provided to the Group.

The current standard framework with third-party fund investors, which reflects industry standards in the UK and globally, meant that Executive

Director carried interest commitments in the year ended 31 March 2023 have ranged between 10% 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 on page 215.

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 2023:

Director Award Award date

Face value at grant

(£000)

Number of shares

awarded

Benoît Durteste ICG PLC Equity Awards 26 May 2022 4,704.0 329,688

Vijay Bharadia ICG PLC Equity Awards 26 May 2022 1,288.0 90,271

Antje Hensel-Roth ICG PLC Equity Awards 26 May 2022 945.0 66,232

On 26 May 2022, ICG PLC Equity awards were granted to Executive Directors who had served in the year ended 31 March 2022 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 Vijay Bharadia and

Antje Hensel-Roth 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 £14.268. This was the middle

market quotation for the five dealing days prior to 26 May 2022.

CEO pay ratio

The table below compares the CEO’s single total remuneration figure for FY23 to the remuneration of the Group’s UK workforce as at

31 March 2023.

Method 25

percentile pay ratio Median pay ratio 75

percentile pay ratio

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

Our ratio is lower than many FTSE companies due to a consistent remuneration approach. The median pay ratio has decreased from 42:1 to

34:1.

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 25

percentile, at the median and at the 75

percentile. Employee pay

data are based on full-time equivalent pay for UK employees as at 31 March 2023, 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).

Remuneration for quartile employees Employee at 25

percentile Median Employee Employee at 75

percentile

Salary 75,000 110,000 157,000

Total pay and benefits 129,951 213,185 358,138

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110 ICG | ANNUAL REPORT & ACCOUNTS 2023

Percentage change in remuneration of Directors

The table below details how changes to the Directors’ 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.

FY21 FY22 FY23

Percentage change

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% 1.7% 22.9% 0.0% -9.5% 3.2% 4.1% 20.4% -0.5%

Vijay Bharadia 0.0% 52.3% 23.0% 0.0% 26.7% 15.0% 4.0% 6.3% 3.3%

Antje Hensel-Roth N/A N/A N/A 0.0% 26.7% 22.7% 4.0% 6.3% 5.6%

William Rucker N/A N/A N/A N/A N/A N/A N/A N/A N/A

Andrew Sykes 0.0% N/A N/A 0.0% N/A N/A 119.6% N/A N/A

Virginia Holmes 0.0% N/A N/A 4.1% N/A N/A 5.9% N/A N/A

Rosemary Leith N/A N/A N/A N/A N/A N/A 12.7% N/A N/A

Matthew Lester N/A N/A N/A N/A N/A N/A 15.2% N/A N/A

Rusty Nelligan 0.0% N/A N/A 4.1% N/A N/A -4.7% N/A N/A

Kathryn Purves 0.0% N/A N/A 4.1% N/A N/A 18.2% N/A N/A

Amy Schioldager 0.0% N/A N/A 0.0% N/A N/A 2.8% N/A N/A

Stephen Welton 0.0% N/A N/A 0.0% N/A N/A 1.9% N/A N/A

All employees 1.6% 27.4% 4.1% 4.3% 5.6% 18.8% 6.5% 12.5% 3.9%

1. The year-on-year increase in fees for the NEDs reflects the various movements in roles, in addition to any increase in underlying fee rates. Further details can be found in the Fees

paid to NEDs table on page 113.

2. Excludes taxable business expenses for the Directors and all employees. The significant increase in taxable benefits for Benoît Durteste is due to an increase in medical insurance

premiums largely as a result of a change in the GBP/EUR conversion of this premium.

3. The increases in short-term incentives for employees arise from demographic changes in the employee population including a number of senior hires over the last couple of years

and improved performance. This demographic change means that employees are more likely to receive more substantial short-term incentives compared to a more junior population.

111ICG | ANNUAL REPORT & ACCOUNTS 2023

Gender pay

We are required by law to publish data on the following:

• Gender pay gap (mean and median)

• Gender bonus gap (mean and median)

• Proportion of men and women in each quartile of the Group’s pay structure

• Proportion of men and women receiving bonuses

The gender pay gap is a UK comparison across the pay of all men and all women regardless of their level or role. This is different from an equal

pay gap, an individual measure comparing the pay of a man and a woman in the same or a similar role. The Group has equal pay for equal work

regardless of gender.

Both the pay and bonus gaps have decreased marginally during the financial year. The mean pay gap is now 34.4% and the mean bonus gap is

74.3%.

There has been an increase in women in all parts of the Group and promotions as a percentage of the overall population have been marginally

higher for women. However, we note that 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 also note that the vast majority of these high-paying awards are highly deferred in the form of DSA, PLC Equity Awards and DVB.

Therefore, our year-on-year gender pay 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, whilst the underlying make-up of the firm continues to evolve towards greater balance, this is not

necessarily reflected in the gender pay gap.

2019 2020 2021 2022 2023

Mean pay gap 28.9% 26.2% 30.9% 35.7% 34.4%

Mean bonus gap 78.3% 66.6% 68.8% 77.2% 74.3%

The Group is pleased with the overall progress which continues to be made and continues to be committed to addressing our gender balance

with a number of initiatives which are now well established. It continues to increase talent diversity and foster a culture of inclusivity:

• ICG was delighted to be ranked #1 globally in Honordex, measuring DE&I efforts, initiatives and outcomes in the Private Equity industry, as

well as being ranked as a global leader in each sub-category

• In 2018, the Group committed to the Women in Finance Charter with a goal of having 30% of senior roles in the UK filled by women. Through

our extensive work on diversity, we have reached and continue to exceed this target already and are pleased to report that 32% of our UK

senior roles are currently filled by women

• Recruitment: improving hiring diversity through extending the reach of our search and selection activities; pressing for balanced candidate

short lists for all roles; maximising diversity on our interview panels to moderate bias; continuously developing the interviewing skills of our

staff; creating opportunities for returnships for women who had previously taken a break from the industry, especially in investment and

client teams

• Development: supporting individuals in their career progression through extensive mentoring and training; as well as holding managers

accountable for the development and progression of their teams through dedicated KPIs

• Retention: creating a culture of inclusion driven from both the top down and the bottom up, through formal initiatives and informal networks;

continuously developing our market-leading offering in terms of parental benefits, mental and physical wellbeing, and career sustainability

REMUNERATION COMMITTEE REPORT CONTINUED

ANNUAL REPORT ON REMUNERATION CONTINUED

112 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 service 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

extremely challenging to obtain publicly available 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.

Fees paid to NEDs (audited)

In the financial year under review, NEDs’ fees were as follows:

Non Executive Directors Date appointed

Board

membership

fees

£000

Board and

Committee

Chair fees

£000

Senior

Independent

Director fee

£000

Audit

Committee

£000

Remuneration

Committee

£000

Risk

Committee

£000

Total for

year ended

2022

£000

Total for

year ended

2023

£000

William Rucker

January 2023 63.9 N/A 63.9

Andrew Sykes

March 2018 13.1 270.0 2.6 2.4 2.4 132.3 290.5

Virginia Holmes March 2017 76.5 30.0 14.0 113.8 120.5

Rusty Nelligan

September 2016 76.5 7.5 10.5 14.0 113.8 108.5

Rosemary Leith February 2021 76.5 9.4 14.0 14.0 101.1 113.9

Matthew Lester

April 2021 76.5 22.5 3.5 14.0 101.1 116.5

Kathryn Purves

October 2014 76.5 30.0 14.0 14.0 113.8 134.5

Amy Schioldager

January 2018 76.5 20.5 14.0 14.0 121.6 125.0

Stephen Welton September 2017 76.5 14.0 88.8 90.5

1. The Board Chair does not receive a fee in respect of his membership of the Remuneration Committee. William Rucker joined as Board Chair effective 31 January 2023.

2. Andrew Sykes was appointed as Interim Board Chair effective from 5 March 2022. For the period during which he was Interim Board Chair, Andrew Sykes received the same fee rate

as the outgoing Board Chair at the time in lieu of the fees he previously received as a Non-Executive Director and SID. From 31 January 2023 and following the appointment of William

Rucker, Andrew returned to his previous role as a Non-Executive and SID and his fees returned to this relevant rate from this date.

3. Matthew Lester became Chair of the Audit Committee on 1 July 2022, at which point Rusty Nelligan stepped down to become a member of the Audit Committee. The fees in the table

above reflect this change.

4. Kathryn Purves took on the responsibilities of the SID for the period Andrew Sykes was interim Board Chair, and received the relevant fees for this responsibility. This was effective

from 23 March 2022. From 31 January 2023, Kathryn’s fees returned to the previous rate.

5. This fee relates to Amy Schioldager’s role as Board Director of Employee Engagement.

6. For the year ended 31 March 2023, there were £6.4k of taxable expenses paid to the NEDs.

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 2022.

113ICG | ANNUAL REPORT & ACCOUNTS 2023

Payments made to past directors (audited)

The following payments (in excess of £500), in respect of DVB awards made whilst they were Executive Directors, were made in the financial

year ended 31 March 2023 to former directors. These are deferred awards for performance in previous years and were retained on leaving

service.

Employee £

Philip Keller 633,671

Christophe Evain 230,250

Statement of implementation of Remuneration Policy in following financial year

The NEDs’ fees have been benchmarked against fees of NEDs in comparable companies of similar size and nature. There have been no

changes to the Board Chair or NED fees this year.

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 2023

Year ended

31 March 2024

CEO 410.0 500.0

CFOO 520.0 520.0

CPEAO 442.0 467.5

Board Chair 375.0 375.0

Non-Executive Director base fee (other than Board Chair) 76.5 76.5

Senior Independent Director 15.5 15.5

Remuneration Committee Chair 30.0 30.0

Audit Committee Chair 30.0 30.0

Risk Committee Chair 30.0 30.0

Member of the Audit Committee, Risk Committee or Remuneration Committee 14.0 14.0

Board Director for Employee Engagement 20.5 20.5

Committee composition is set out on pages 78 to 80 and in the relevant Committee reports on pages 84 to 124.

For the coming year, the AAP will 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 FY24. These KPIs take account of the key business priorities including, for example: fundraising, realised returns on

investments and profitability. Part of the variable pay award will be based on strategic and operational KPIs, such as Culture, Diversity and

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 2022 Annual General Meeting of the Company and on the

Directors’ Remuneration Policy when last tabled at the 2020 Annual General Meeting of the Company.

Votes for Votes against Abstentions

Directors’ Remuneration Report 96.42% 3.58% 14,014

Remuneration Policy 94.43% 5.57% 242,894

Payments for loss of office (audited)

No payments were made for loss of office in the financial year under review.

REMUNERATION COMMITTEE REPORT CONTINUED

ANNUAL REPORT ON REMUNERATION CONTINUED

114 ICG | ANNUAL REPORT & ACCOUNTS 2023

Governance of Remuneration

Committee governance

The Committee is authorised by the Board to determine and agree

the remuneration of the Board Chair of the Group, the Executive

Directors and such other members of the executive management

(including all material risk takers).

Roles and responsibilities

The Committee is responsible for:

• Recommending to the Board the Group Remuneration Policy and

share incentive schemes to be recommended to shareholders

ensuring compliance with applicable laws, regulations and the

Group’s risk appetite

• Recommending the remuneration terms for any person proposed

to join the Board as the Chair or as an Executive Director and, in

consultation with the Board Chair, determining the contractual

terms of employment of the Executive Directors

• Monitoring the level and structure of remuneration for Executive

Directors and certain senior employees taking account of all

relevant factors and having regard to views of shareholders and

other stakeholders

• Determining targets or KPIs (consistent with the Group’s strategy,

budget and individuals’ personal objectives) for performance-

related pay schemes applicable to Executive Directors and

determining the outcomes under such schemes

• Determining the remuneration of the Board Chair and, having

taken advice from the Board Chair, the Executive Directors

• For all share incentive plans, determining when awards will be

made, the aggregate quantum of such awards, the individual

awards to certain senior employees and, having taken advice from

the Board Chair, the individual awards to Executive Directors

• Making proportionate adjustments to any employee’s

remuneration for events that have been detrimental to the Group

• Overseeing any payments made on the termination of employment

of an Executive Director or certain senior employees

• Approving the aggregate variable pay pool and any Business

Growth Pool

Composition

The Committee consists entirely of NEDs. During the year, the

members of the Committee were Virginia Holmes (Chair of the

Committee), William Rucker, Rosemary Leith, Andrew Sykes and

Stephen Welton.

Rosemary Leith (and formerly Kathryn Purves) and Matthew Lester

(and formally Rusty Nelligan) are also able to provide relevant

feedback to ensure that risk and audit matters are taken into account

in determining the remuneration of Directors.

Biographical details can be found on pages 78 to 80

None of the Committee members has any personal financial interests

(other than as a shareholder in ICG) which would lead to a conflict of

interests or conflicts arising from cross directorships or day-to-day

involvement in running the business. The Company therefore

complies with the Corporate Governance Code recommendations

regarding the composition of the Committee.

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.

A table showing the number of Committee meetings held during the

year and the attendance record of individual Directors can be found

in the Corporate Governance section (see page 82).

Terms of reference

The Committee’s terms of reference are approved and reviewed by

the Board on a regular basis, most recently in November 2021.

The terms of reference are available on the Group’s website www.icgam.

com, or by contacting the Company Secretary.

Effectiveness

The operations of the Committee were reviewed as part of the

internal Board evaluation led by the Chairman in March 2022; the

Committee was found to be operating effectively. For more details

of this exercise, please see page 83.

Advisers to the Committee

During the year, external advice to the Committee was provided by

Alvarez and Marsal. Legal advisers (including Allen & Overy and

Slaughter & May) have been available to the Committee during the

year to 31 March 2023, and PwC and Deloitte are available for advice

on certain taxation and other matters. 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 £143,444

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

24 May 2023

115ICG | ANNUAL REPORT & ACCOUNTS 2023

Directors’ Remuneration Policy

This section describes the remuneration policy we propose to adopt

from the date of the 2023 AGM, subject to shareholder approval at

that meeting; it includes a note of the changes to the current policy

that has been in operation since the 2020 AGM.

Further explanation of the background to the Policy, and the

Committee’s extensive consultation with shareholders on proposed

changes is provided in the Committee Chair’s introductory

statement to this Report.

A copy of the previous Directors’ Remuneration Policy approved by

shareholders at the 2020 AGM is available in the shareholder centre

on the ICG website at www.icgam.com.

Annual Award Pool (AAP) and Business Growth Pool

(BGP)

A central feature of the Group’s overall remuneration policy is the

AAP. All incentives awarded across the Group are governed by an

overall limit of 30% of Pre-Incentive Cash Profit (PICP) over a

five-year period.

This percentage may be exceeded in any single year but must not be

exceeded on an average basis over five years. Managing the AAP by

reference to a five-year rolling average ensures that variable awards

to employees are made in a considered way with a long-term

perspective rather than as a reaction to a single year’s exceptional

performance.

The AAP is funded by PICP, so that:

• Interest income and capital gains are only recognised on a cash

basis

• Impairments on investment principal are included

• Fair value movement of derivatives is excluded

The holding period for investments is typically four to eight years

and a significant portion of the Group’s fund management fees arise

from committed closed-end funds and are payable over the life of

the fund which can be up to 12 years. This means that the AAP is

long-term in nature as it includes realisations from a number of

investment vintages. By generating the award pool in this way, we

ensure that employees are only rewarded once returns have

crystallised.

Allocation of the award pool

The AAP is based on cash profits the Group has already realised

from its fund management business and its investments, and it is

capped at 30% annualised over a five-year period. The Committee

exercises discretion over the actual amount to be awarded in

variable compensation each year, based on an assessment of market

levels of pay, Group KPIs, and individual performance (subject to the

overall cap on the AAP).

In a strong year that has generated high PICP, the Committee may

choose not to distribute the full AAP but can instead retain some of it

for potential use in future years. In years where PICP is low, the

Committee may distribute some of the retained AAP from previous

years, if appropriate. The Committee applies a prudent approach to

setting the actual size of variable pay pool, within the overall limits

described above.

The ongoing appropriateness of the 30% limit for the existing

business is kept under review.

Awards to the Executive Directors are funded from this pool, 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.

Cash Bonus Awards for the Executive Directors are subject to

clawback which applies for two years post award. ICG PLC Equity

Awards are subject to both malus until vesting and clawback which

applies for two years post-vesting.

Business Growth Pool (BGP)

The BGP, which does not apply to Executive Directors, is capped at

3% of the five-year rolling average PICP and is designed to support

the establishment of new investment strategies, commensurate with

the overall business strategy. The BGP is used to fund the incentives

of relevant teams involved in developing such new strategies, and is

ring-fenced and limited in duration to the period when the new

investment strategy is being developed. Any awards made from the

BGP are overseen by the Committee, and Executive Directors do not

participate in any such awards.

Awards falling within the AAP

All cash and share awards are distributed from the AAP. Historically,

there have been two different award types to be made over ICG

shares: Deferred Share Awards and ICG PLC Equity Awards. We

have also introduced a new award type this year, “Growth Incentive

Awards”, delivered in the form of market value options to a small

group of certain eligible employees which are satisfied using shares

purchased in the market by our Employee Benefit Trust. Deferred

Share Awards and Growth Incentive Awards are not made to

Executive Directors.

Certain performance fees (funded by third-party investors) and

other fund performance incentives funded by ICG are also included

in the overall limits set for the AAP.

Carried interest on third-party funds and similar arrangements in

respect of ICG direct investment funds or business acquisitions that

do not give rise to a cost or liability to the Group are not

remuneration and are outside the AAP.

REMUNERATION COMMITTEE REPORT CONTINUED

116 ICG | ANNUAL REPORT & ACCOUNTS 2023

Illustration of application of

Directors’ Remuneration Policy

The total remuneration which could be

awarded to each Executive Director under

the proposed remuneration policy to apply

from the year ended 31 March 2024 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.

Following David Bicarregui’s proposed

appointment as an Executive Director at the

AGM in July 2023, we have included the

illustration of the application of the

Directors’ Remuneration Policy on his

remuneration in the charts. Should any

further Executive Directors be appointed

during the period of the next policy, an

illustrative chart will be published in the

subsequent Annual Report.

It remains possible that remuneration

earned over more than one financial year

will be disclosed in future years’ single

figure table for the CEO, emanating from

previous awards of Deal Vintage Bonus

(DVB), (formerly known as Balance Sheet

Carry (BSC)) or Shadow Carry. Since the

adoption of the Remuneration Policy in

2017, Executive Directors have not been

eligible to participate in these plans.

The charts above incorporate the following assumptions:

Fixed pay – Includes base salary (for the financial year ended 31 March 2024, benefits and a pension allowance of 12.5% for Benoît Durteste, David Bicarregui and Antje Hensel-Roth.

The benefits figure is based on the 2023 single figure total for Benoît Durteste (excluding any future grant of SAYE options) and assuming a similar level of coverage for all Executive

Directors in future years.

Target – Fixed pay plus the value that would arise from the incentives for achieving on-target performance (with an assumed deferral of 80% for Benoît Durteste and 70% for the other

Executive Directors). The Target level of total variable pay for Benoît Durteste is unchanged from the current policy and practice, at £3.6m. The Target total variable pay for David

Bicarregui is 2x base salary (or £1.2m) and the Target total variable pay for Antje Hensel-Roth is 1.75x base salary (or £818,125).

Maximum – Fixed pay plus the value that would arise from the incentives for achieving maximum performance with an assumed deferral of 80% for Benoît Durteste and 70% for the other

Executive Directors). The Maximum level of total variable pay for Benoît Durteste is unchanged from the current policy and practice, at £6m (this will transition to a multiple of 8x salary

from FY26 onwards). The Maximum total variable pay for David Bicarregui is 4x base salary (or £2.4m) and the Maximum total variable pay for Antje Hensel-Roth is 3.5x base salary (or

£1,636,250).

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.

The following charts show the key elements of our proposed Remuneration Policy to apply

for FY24, subject to approval at our 2023 AGM. Full details of the proposed Remuneration

Policy are provided in the next section.

Executive Directors £000

Benoît Durteste

£577

£4,177

£6,577

£8,677

£000

David Bicarregui

£691

£1,891

£3,091

£3,931

£000

Antje Hensel-Roth

£543

£1,361

£2,179

£2,752

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000

100%

Target

Fixed pay

only

Maximum

Maximum with

50% share

price growth

14%

26%

60%

27% 64%

21%

73%

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000

100%

Target

Fixed pay

only

Maximum

Maximum with

50% share

price growth

37%

19%

44%

22%

23% 55%

18%

64%

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000

Fixed pay Cash Bonus Award ICG PLC Equity Award

100%

Target

Fixed pay

only

Maximum

Maximum with

50% share

price growth

40%

18%

42%

25%

22%

53%

20%

18%

62%

117ICG | ANNUAL REPORT & ACCOUNTS 2023

Directors’ Remuneration policy table

The table below outlines each element of the remuneration policy for the Directors of the Company.

Purpose and link to strategy Operation Maximum opportunity Performance

conditions

Changes from

previous Policy

1. Base salary

• Adequate 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

• Normally 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 • The salary for

the CEO/CIO

will be

increased in

the following

three steps:

£500k for

FY24; £615k

for FY25; and

£750k for

FY26.

• The salary for

the new CFO

has been set at

£600k for

FY24.

• The salary for

the CPEAO will

be increased in

the following

two steps:

£467.5k for

FY24; and

£500k for

FY25.

2. Benefits

• Adequate 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 (such

as relocation assistance)

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 • None

3. Pension

• Adequate to recruit and

retain Executive Directors to

deliver the strategic objectives

of the Group Purpose and link

to strategy

• 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 • The pension

for the new

CFO will be

12.5% of base

salary (i.e.

equal to the

current level

for the majority

of the UK

workforce).

REMUNERATION COMMITTEE REPORT CONTINUED

DIRECTORS’ REMUNERATION POLICY CONTINUED

118 ICG | ANNUAL REPORT & ACCOUNTS 2023

Purpose and link to

strategy

Operation Maximum opportunity Performance

conditions

Changes from previous

Policy

4. Total variable pay

award

• The Total Variable Pay

Award is split

between Cash Bonus

Award (4a) and ICG

PLC Equity Award

(4b) (see below)

• The total variable

pay award

consists of the

Cash Bonus

Award and ICG

PLC Equity Award

• An Executive Director’s

annual variable award is

drawn from the AAP

which is determined as

described on page 111

• Total variable pay

awards to Executive

Directors are subject to

a cap, payable for

outstanding

performance only. This

is £6m for the CEO/ CIO

(from FY26 onwards,

this will be 8x base

salary), 4x base salary

for the CFO and 3.5x

base salary for the

CPEAO.

• Target variable awards

to Executive Directors

are £3.6m for the CEO/

CIO, 2x base salary for

the CFO and 1.75x base

salary for the CPEAO

• An Executive

Director’s annual

variable award is

drawn from the AAP,

and so is directly

funded by reference

to the Group’s cash

profit for the relevant

financial year

• Executive Director’s

annual variable award

entitlement is

determined by

reference to

performance against

performance

objectives, which are

derived from the

Group’s KPIs

• For the CFO and CPEAO,

we will from FY24, express

the total variable pay

maximum as a multiple of

base salary rather than a

monetary amount.These

multiples will be 4x base

salary for the CFOO role

and 3.5x base for the

CPEAO role.

• For the CEO, we will retain

the current variable pay

maximum of £6m for the

Policy period FY2024-26,

but transition to express this

as a multiple of base salary

from the start of FY26 once

the phased salary increases,

described above, have been

completed. The planned

increases will take the salary

to £750k for FY26. The total

variable pay maximum for

the CEO will be 8x base

salary (ie. £6m) for that

year. This will then be

reviewed for the next Policy.

119ICG | ANNUAL REPORT & ACCOUNTS 2023

Directors’ Remuneration policy table continued

Purpose and link to

strategy

Operation Maximum opportunity Performance

conditions

Changes from

previous Policy

4a. Cash Bonus Award

• Rewards achievement of

business KPIs, cash profits

and employing sound risk

and business management

• Awards are made

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,

amongst other things,

a misstatement of the

accounts, fraud,

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

• See details

above in relation

to the overall

annual variable

award

REMUNERATION COMMITTEE REPORT CONTINUED

DIRECTORS’ REMUNERATION POLICY CONTINUED

120 ICG | ANNUAL REPORT & ACCOUNTS 2023

Purpose and link to

strategy

Operation Maximum opportunity Performance

conditions

Changes from

previous Policy

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 and are paid at the

vesting date

• PLC Equity Awards made are

subject to both malus, until

vesting, and clawback which will

apply for up to seven years post

grant. Forfeiture of

compensation may be triggered

by, amongst other things, a

misstatement of the accounts,

fraud, 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

• See details

above in

relation to the

overall annual

variable award

5. Shareholding

requirement

• To align the interests of the

Group’s Executive

Directors with those of

shareholders.

• To further enhance

long-term

alignment with

shareholders, a post-

cessation shareholding

requirement has

been introduced

• Executive Directors are required

to build ownership of a number

of ordinary shares in the Group,

normally over five years from

appointment, with a market value

equal to a multiple of the

Director’s annual base salary.

This multiple is three times for

the CEO and two times for the

other Executive Directors

• Executive Directors are normally

required to maintain this level (or

the level so far accrued at

cessation, if lower) of holding

for two years after they cease to

be employed

• N/A • N/A • None

121ICG | ANNUAL REPORT & ACCOUNTS 2023

Directors’ Remuneration policy table continued

Purpose and link to

strategy

Operation Maximum opportunity Performance

conditions

Changes from

previous Policy

6. The Intermediate

Capital Group PLC

SAYE Plan 2014

• Provides an opportunity for

all employees to participate

in the success of the Group

• All UK employees are offered

the opportunity to save a

regular amount each month

over 36 months and may

receive an uplift at the end of

the saving contract (subject

to HMRC legislation)

• At maturity, employees can

exercise their option to

acquire and purchase shares

in ICG PLC at the discounted

price set at the award date or

receive the accumulated cash

• Employees may save the

maximum permitted by

legislation each month

• The Plan is not

subject to any

performance

conditions, as

this is not

permitted by

the relevant

legislation

• N/A

7. Fees paid to

Non Executive Directors

• To facilitate the recruitment

of Non Executive Directors

who will oversee the

development of strategy

and monitor the Executive

Directors’ stewardship of

the business

• Fees are payable to Non

Executive Directors for their

services in positions upon the

Board and various

Committees

• Fees for the Board Chair are

determined and reviewed

annually by the Committee

and fees for Non Executive

Directors are determined by

the Board Chair and the

Executive Directors

• The Committee refers to

objective research on

up-to-date, relevant

benchmark information for

similar companies

• Non Executive Directors are

reimbursed for expenses,

such as travel and subsistence

costs, incurred in connection

with their duties. Any tax

costs associated with these

benefits are paid by the

Group

• Non Executive Directors

cannot participate in any of

the Group’s variable pay

plans or share schemes and

are not eligible to join the

designated Group pension

plan

• Fees are set and reviewed

in line with market rates.

Supllementary 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

• N/A

REMUNERATION COMMITTEE REPORT CONTINUED

DIRECTORS’ REMUNERATION POLICY CONTINUED

122 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 101).

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 103. 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 investment professionals in the Group may be required to invest in third-party funds through co-investment and

carried interest. Where this applies, the relevant employee pays full market value for these interests at the time of acquisition, and takes the

investment risk. These are personal investments that are expected by third-party fund clients, to drive financial alignment with third-party fund

performance, rather than remuneration provided by ICG for services to the Group.

Committee discretion

The Committee, consistent with market practice, retains discretion over a number of areas relating to the operation of the Policy. These

include, but are not limited to, the following:

• the timing of awards or payments

• the size of awards (within the limits set out in the Policy table)

• the choice of weighting and assessment of performance metrics

• in exceptional circumstances, determining that a share-based award shall be settled (in full or in part) in cash

• the treatment of awards in the event of a change of control or restructuring

• determination of good leaver status, and treatment of awards for such leavers

• whether, and to what extent, malus and/or clawback should apply

• adjustments required in exceptional circumstances such as rights issues, corporate restructuring, or special dividends

• adjustments to performance criteria where there are exceptional events

• the size of annual salary increases, subject to the principles set out in the Policy table. In exceptional circumstances, the Committee may

apply salary increases that are different from those set out in the table.

Service contracts and policy on payments for loss of office

Executive Directors

The Group’s policy is for Executive Directors to have ongoing contracts which are deemed appropriate for the nature of the Group’s business.

Service contracts are held, and are available for inspection, at the Group’s registered office. The details of the service contracts for Executive

Directors serving during the year and the treatment of deferred share awards to Executive Directors are shown below.

Executive Director Date of service

contract

Last re-elected Re-election

frequency

Notice period Non-compete

provisions

Compensation on termination by the Company without notice or cause

Benoît

Durteste

21 May 2012 July 2022 Annual 12 months Restraint

period of

12 months

The salary for any unexpired period of notice plus

the cost to the Group (excluding National

Insurance contributions) of providing insurance

benefits for the same period. The Group may also

make payments, where necessary, to mitigate any

potential claims, and to compensate for legal fees

or outplacement costs incurred

Vijay Bharadia 20 May 2019 July 2022 Annual 12 months Restraint

period of

9 months

Antje Hensel-

Roth

16 April 2020 July 2022 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

123ICG | ANNUAL REPORT & ACCOUNTS 2023

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, CFOO 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 CFOO 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.

REMUNERATION COMMITTEE REPORT CONTINUED

DIRECTORS’ REMUNERATION POLICY CONTINUED

124 ICG | ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REPORT

Directors’ Report

Significant shareholdings

As at 19 May 2023 the Company had been notified or otherwise

become aware of the following interests pursuant to the Disclosure

Rules and the Transparency Rules representing 3% or more of the

issued share capital of the Company.

Institution

Number of

Percentage of

voting rights

BlackRock Inc 24,777,479 8.41%

Aviva Investors 20,074,565 6.82%

abrdn Plc 13,917,347 4.73%

The Vanguard Group Inc 13,156,962 4.47%

Ameriprise/Threadneedle 11,758,785 4.00%

Franklin Resources Inc 11,747,190 3.99%

J.P. Morgan Asset Management 9,978,802 3.39%

Legal & General Investment Management 9,695,973 3.29%

Directors

The profiles of the Directors currently serving are shown on pages

78 to 80; those details are incorporated into this report by

reference. All of the Directors served throughout the year. Kathryn

Purves also served on the Board until 1 April 2023.

The composition of each of the Committees of the Board and the

Chair of each Committee are detailed in the report of each

Committee, found on pages 84 to 124.

Directors’ interests

The interests of Directors who held office at 31 March 2023 and their

connected persons, as defined by the Companies Act 2006, are

disclosed in the report of the Remuneration Committee on page 109.

During the financial year ended 31 March 2023, the Directors had no

options over or other interests in the shares of any subsidiary

company.

The roles of the Chairman and Chief Executive

In accordance with the Code, the Board has adopted a formal

division of responsibilities between the Chairman 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 Chairman, William Rucker, was considered independent at the

date of his appointment as Chairman.

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

Disclosure documents

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.

Delegation to Executive Directors

The Company has three Executive Directors, each of whom has a

specific area of responsibility.

The Directors present their Annual Report and the audited financial statements for the financial year

ended 31 March 2023. The risks to which the Group is subject, and the policies in respect of such risks,

are set out on pages 66 to 72 and are incorporated into this report by reference. The Corporate

Governance section set out on pages 75 to 124 is incorporated into this report by reference. The

Strategic Report section set out on pages 2 to 74 is also incorporated by reference.

Throughout the financial year ended 31 March 2023 the Group was in compliance with the provisions of

the 2018 UK Corporate Governance Code issued by the Financial Reporting Council. A copy of the Code

(the Code) is available on the Financial Reporting Council’s website: www.frc.org.uk. The Governance

section of this report (page 75) sets out how we have applied the Code’s principles and provisions

throughout the year.

125ICG | ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REPORT CONTINUED

Benoît Durteste is Chief Executive Officer and, in addition to his

strategic and operational remit, oversees the Group’s Investment

Committees in his role as the Chief Investment Officer.

Vijay Bharadia is Chief Financial and Operating Officer and is

responsible for compliance, finance, treasury, tax, investor relations,

legal, operations and IT, and risk. Vijay’s responsibilities will pass to

David Bicarregui when Vijay steps down in July 2023.

Antje Hensel-Roth is Chief People and External Affairs Officer and is

responsible for human resources, communications and external

affairs.

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.

Advice for Directors

All Directors have access to the advice and services of the Company

Secretary and the Secretaries to each of the Committees on which

they serve and may take independent professional advice at the

Group’s expense in the furtherance of their duties. The appointment

or removal of the Company Secretary would be a matter for the

Board.

Meetings with the Chairman

Time is allocated at the end of each Board meeting for the NEDs to

hold meetings in the absence of Executive Directors. As appropriate

(and at least once per year), the NEDs will also hold sessions in the

absence of the Chairman.

In accordance with the Code, any shareholder concerns not resolved

through the usual mechanisms for investor communication can be

conveyed to the Senior Independent Director (SID). The SID acts as

a sounding board for the Chairman and also leads the annual

appraisal of the Chairman.

Directors’ indemnity

The Group has entered into standard contractual indemnities with

each of the Directors. The Group also provides Directors’ and

Officers’ insurance for the 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 84 to 124 and

for further details of the Board, page 78.

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 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 125.

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 66 and the report of the

Risk Committee on page 90.

126 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 2 to 74. The financial position of the

Group, its cashflows, liquidity position, and borrowing facilities are

described in the Finance and Operating Review on page 54. In

addition, the Directors have taken account of the Group’s risk

management process described on page 66. 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 Group has good visibility on future management fees due to the

long-term nature of our funds, underpinned by a strong and well

capitalised balance sheet. At 31 March 2023, liquidity, which consists

of unencumbered cash and undrawn debt facilities, was £1.1bn

(31 March 2022: £1.3bn). This financial position and liquidity profile

provide confidence that the Group has sufficient financial resources

for the foreseeable future. As a consequence, the Directors believe

that the Company and the Group are well positioned to manage its

and their businesses and liabilities as they fall due.

The Directors have acknowledged their responsibilities in relation to

the financial statements for the year to 31 March 2023. After making

the assessment of going concern, the Directors have concluded that

the preparation of the financial statements on a going concern basis

to 30 November 2024, a 18 month from the date of signing of the

financial statements, continues to be appropriate.

Forward-looking statements

This Annual Report includes statements that are, or may be deemed

to be, ‘forward-looking statements’. These forward-looking

statements can be identified by the use of forward-looking

expressions, including the terms ‘believes’, ‘estimates’, ‘anticipates’,

‘expects’, ‘intends’, ‘may’, ‘will’ or ‘should’ or, in each case, their

negative or other variations or similar expressions, or by discussions

of strategy, plans, objectives, goals, future events or intentions.

These forward-looking statements include all matters that are not

historical facts. They appear in a number of places throughout this

Annual Report and include, but are not limited to, the following:

statements regarding the intentions, beliefs or current expectations

of the Directors, the Company and the Group concerning, among

other things, the Group’s results of operations, financial condition,

liquidity, prospects, growth, strategies and the industries in which

the Group operates.

By their nature, forward-looking statements involve risk and

uncertainty because they relate to future events and circumstances.

Forward-looking statements are not guarantees of future

performance and the actual results of the Group’s operations,

financial condition and liquidity, and the development of the

countries and the industries in which the Group operates may differ

materially from those described in, or suggested by, the forward-

looking statements contained in this Annual Report. In addition, even

if the results of operations, financial condition and liquidity, and the

development of the countries and the industries in which the Group

operates, are consistent with the forward-looking statements

contained in this Annual Report, those results or developments may

not be indicative of results or developments in subsequent periods.

Many of these factors are beyond the control of the Directors, the

Company and the Group. Should one or more of these risks or

uncertainties materialise, or should underlying assumptions on which

the forward-looking statements are based prove incorrect, actual

results may vary materially from those described in this Annual

Report. Except to the extent required by laws and regulations, the

Directors, the Company and the Group do not intend, and do not

assume any obligation, to update any forward-looking statements

set out in this Annual Report.

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 $64m dated 8 May 2013,

$80m and €44m dated 11 May 2015, $167m and €52m dated

29 September 2016, and $225m dated 26 March 2019 and $125m

and €44m dated 24 April 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 January 2021 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 the

report of the Remuneration Committee on note 25, and the SAYE

Plan 2004, become exercisable for a limited period following a

change of control. Awards and options under the Omnibus Plan

and the BSC Plan vest immediately on a change of control.

127ICG | ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REPORT CONTINUED

4. Carried interest arrangements in respect of a number of funds

vest fully in favour of the Company and certain of the Group’s

employees following a change of control event.

There are no agreements between the Group and its Directors or

employees providing for compensation for loss of office or

employment that occurs because of a takeover bid apart from those

described above and the usual payment in lieu of notice.

Information included in the Strategic Report

In accordance with section 414 C (11) of the Companies Act 2006,

the following information otherwise required to be set out in the

Directors’ Report has been included in the Strategic Report: risk

management objectives and policies (page 66); engagement with

employees (page 22) and engagement with suppliers and other

stakeholders (pages 22).

Dividend

The Directors recommend a final net ordinary dividend payment in

respect of the ordinary shares of the Company at a rate of 52.2

pence per share (2022: 57.3 pence per share), which when added to

the interim net dividend of 25.3 pence per share (2022: 18.7 pence

per share) gives a total net dividend for the year of 77.5 pence per

share (2022: 76.0 pence per share). The recommendation is subject

to the approval of shareholders at the Company’s AGM in July 2023.

The amount of ordinary dividend paid in the year was £236.4m

(2022: £165.7m).

Distributable reserves

The distributable reserves of the Parent Company at 31 March 2023

were £448.5m (£564.6m at 31 March 2022).

Political contributions

No contributions were made during the current and prior year for

political purposes.

Greenhouse gas emissions

All disclosures required by the SECR requirements set out in the

Companies Act 2006 (Strategic Report and Directors’ Report)

Regulations 2013 and the Companies (Directors’ Report) and

Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018 have been complied with and are detailed on page

50 which forms part of the Directors’ Report disclosures.

Research and development activities

Details of the research and development activities undertaken are

set out in note 17.

Disclosures required under Listing Rule 9.8.4

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 2023 was £6.6m.

Other than this, there are no disclosures required to be made under

UK Listing Rule 9.8.4.

Compliance with Listing Rule 9.8.6R

The Group has complied with the requirements of LR 9.8.6R 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 organization has identified

over the short, medium, and long term

b. Describe the impact of climate-related risks

and opportunities on the organization’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 organization

to manage climate-related risks and

opportunities and performance against targets

Read more on our TCFD disclosures on pages 30 to 52

Non-UK branches

A subsidiary of the Company, Intermediate Capital Managers

Limited, operates a branch in France.

Auditor

EY were the auditor for the financial year ended 31 March 2023. A

resolution for the appointment of EY as the auditor was passed at

the AGM held on 21 July 2022. Details of auditor’s remuneration for

audit and non-audit work are disclosed in note 12 to the accounts.

Further details are set out in the Audit Committee report on page 84

Complex supplier arrangements

The Group does not use supplier financing arrangements.

128 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 ensure 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

34 and form part of the Directors’ Report disclosures.

Approach to discrimination and consideration of

disabled employees

The Group is committed to creating an environment where all its

employees are treated with dignity and respect at work and which is

free from discrimination, victimisation, harassment and bullying. Such

conduct is harmful to our employees and our business and we seek

to address any form of discrimination, victimisation, harassment or

bullying where it occurs in the workplace. All our employees and

other third parties working for or with us, without exception, have a

duty to comply with our policies to ensure that their colleagues are

treated with dignity and respect and wherever possible to prevent

discrimination, victimisation, harassment or bullying.

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

We strongly disapprove of and will not tolerate unlawful

discrimination, victimisation, harassment, bullying or any other

inappropriate behaviour towards our employees by managers, other

employees or any third party such as clients, suppliers, visitors,

consultants or contractors. All our employees and third parties

working for or with the Group are required to make sure they treat

everyone fairly and without bias.

The Group treats applicants and employees with disabilities fairly

and provides facilities, equipment and training to assist disabled

employees to do their jobs. Arrangements are made as necessary to

ensure support to job applicants who happen to be disabled and

who respond to requests to inform the Group of any requirements.

Should an employee become disabled during their employment,

efforts would be made to retain them in their current employment or

to explore the opportunities for their retraining or redeployment

within the Group.

Financial support is also provided by the Group to support disabled

employees who are unable to work, as appropriate to local market

conditions.

Diversity policy

The Group has adopted a Group Diversity policy, as can be found on

the Group’s website, www.icgam.com.

ICG as a group is committed to promoting equality and diversity as

well as a culture that actively values differences and recognises that

people from different backgrounds and experiences can bring

valuable insights to the workplace and enhance the way we work.

ICG expects its people to treat each other with dignity and respect,

creating an inclusive culture to support equal opportunities.

ICG’s firm principle is that each member of its 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 team, to the effectiveness of the body on

which they sit. Subject to that overriding principle, ICG believes that

diversity of experience and approach, including background,

gender, age and geographic provenance amongst board members is

of great value when considering overall board balance in making new

appointments to the boards. 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. Currently 36% of the Board are women, which is a reduction

from 42% in FY22 as a result of Kathryn Purves stepping down as a

NED in March 2023 after over eight years of service. Her succession

is currently being considered.

ICG was pleased to achieve its UK Women in Finance Charter

commitment two years early in FY22. In FY23, the Group continues to

exceed its commitment and currently 32% of senior employees with

global leadership roles in the UK are women. ICG continues to make

progress internally through recruitment, development and retention

strategies, as well as externally through partnering with other

organisations to help make successful and fulfilling careers in the

investment industry accessible to a wide range of people

irrespective of their ethnicity, gender, sexual orientation or socio-

economic background.

Acquisition of shares by EBT

Acquisitions of shares by the ICG Employee Benefit Trust 2015

purchased during the year are as described in note 24 to the

financial statements.

Share capital and rights attaching to the Company’s

As at 31 March 2023 the issued share capital of the Company was

294,332,182 ordinary shares of 26¼p each (including 3,733,333

shares held by the Company as treasury shares).

129ICG | ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ REPORT CONTINUED

Certain key matters regarding the Company’s share capital are noted

below:

• Under the Company’s Articles of Association, any share in the

Company may be issued with such rights or restrictions, whether

in regard to dividend, voting, transfer, return of capital or

otherwise as the Company may from time to time by ordinary

resolution determine or, in the absence of any such determination,

as the Board may determine. All shares currently in issue are

ordinary shares of 26¼p each carrying equal rights. The Articles

of Association of the Company cannot be amended without

shareholder approval

• At a General Meeting of the Company every member present in

person or by a duly appointed proxy has one vote on a show of

hands and on a poll one vote for each share held

• The ICG Employee Benefit Trust 2015 holds shares which may be

used to satisfy options and awards granted under the Company’s

employee share schemes including its long-term incentive plans.

The voting rights of these shares are exercisable by the trustees in

accordance with their fiduciary duties

• The notice of any general meeting specifies deadlines for

exercising voting rights either by proxy or present in person in

relation to resolutions to be passed at a general meeting

• No shareholder is, unless the Board decides otherwise, entitled to

attend or vote either personally or by proxy at a general meeting

or to exercise any other right conferred by being a shareholder if:

• They or any person with an interest in shares have been sent a

notice under section 793 of the Companies Act 2006 (section

793 notice) (which confers upon public companies the power to

require information with respect to interests in their voting

shares)

• They or any interested person have failed to supply the

Company with the information requested within 14 days where

the shares 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 Listing Rules of the Financial Conduct Authority

whereby certain employees of the Company require approval of

the Company to deal in the Company’s shares

The Company is not aware of any agreements between shareholders

that may result in restrictions on the transfer of securities or voting

rights.

At the 2022 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 £25,423,341 and, in

the case of a fully pre-emptive rights issue only, up to a total amount

of £50,846,682.

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

24 May 2023 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 24 May 2023. 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 2022 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 2022.

During the year no shares were bought back. The authority to effect

purchases of the Company’s shares is renewed annually and

approval will be sought at the forthcoming AGM for its renewal.

Powers 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

21 July 2023, the Chairman is satisfied that, following the conclusion

of the Board evaluation described on page 83, each of the other

Directors continues to be effective and demonstrates commitment

to their role. In the case of the Chairman, the NEDs are satisfied that

he continues to be effective and demonstrates commitment to his

role.

130 ICG | ANNUAL REPORT & ACCOUNTS 2023

Results of resolutions proposed at 2022 Annual General Meeting

Resolution Votes for Votes against Votes withheld

1. To receive the Company’s financial statements and reports of the Directors of the Company (the “Directors”)

and of the auditor for the financial year ended 31 March 2022. 229,841,357 774 1,705,519

2. To approve the Directors’ Remuneration Report as set out on pages 98 to 109 of the annual report and

accounts for the financial year ended 31 March 2022 (the “Annual Report and Accounts”). 223,244,545 8,289,091 14,014

3. To re-appoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of this Annual

General Meeting until the conclusion of the next general meeting of the Company at which accounts are laid. 230,085,269 1,414,285 48,362

4. To authorise the Audit Committee, for and on behalf of the Board, to determine the remuneration of the

auditors. 231,459,946 44,253 43,717

5. To declare a Final Dividend of 57.3 pence per ordinary share for the financial year ended 31 March 2022. 231,503,584 774 43,558

6. To reappoint Vijay Bharadia as a Director of the Company. 230,611,056 934,263 2,597

7. To reappoint Benoît Durteste as a Director of the Company. 231,257,022 288,297 2,597

8. To reappoint Virginia Holmes as a Director of the Company. 225,146,513 6,355,868 45,535

9. To reappoint Michael Nelligan as a Director of the Company. 231,397,257 148,062 2,597

10. To reappoint Kathryn Purves as a Director of the Company. 229,712,456 1,829,363 6,097

11. To reappoint Amy Schioldager as a Director of the Company. 231,389,086 156,233 2,597

12. To reappoint Andrew Sykes as a Director of the Company. 227,635,876 2,545,150 1,366,890

13. To reappoint Stephen Welton as a Director of the Company. 229,715,656 1,829,663 2,597

14. To reappoint Antje Hensel-Roth as a Director of the Company. 231,252,984 288,835 6,097

15. To reappoint Rosemary Leith as a Director of the Company. 231,397,557 147,762 2,597

16. To reappoint Matthew Lester as a Director of the Company. 229,473,266 2,072,053 2,597

17. That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised for

the purposes of section 551 of the Companies Act 2006 (the “Act”), to exercise all the powers of the Company

to allot shares in the Company. 222,154,378 9,390,516 3,022

18. That, in substitution for all existing authorities and subject to the passing of Resolution 17, the Directors be

generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560(1)

of the Act) for cash and/ or pursuant to section 573 of the Act to sell ordinary shares held by the Company as

treasury shares for cash, in each case free of the restriction in section 561 of the Act. 229,234,587 814,833 1,498,496

19. That, in addition to any authority granted under Resolution 18, and subject to the passing of Resolution 17,

the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in

section 560(1) of the Act) for cash and/or pursuant to section 573 of the Act to sell ordinary shares held by the

Company as treasury shares for cash, in each case free of the restriction in section 561 of the Act. 223,715,707 6,332,261 1,499,948

20. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to

make one or more market purchases of ordinary shares in the capital of the Company. 229,932,866 1,384,953 230,097

21. To authorise the Directors to call a general meeting of the Company other than an annual general meeting on

not less than 14 clear days’ notice. 210,058,849 21,444,809 43,658

The issued share capital of the Company at the date of the Annual General Meeting was 290,522,471 ordinary shares of 26¼p each (excluding

3,733,333 treasury shares held by the Company).

2023 Annual General Meeting

The AGM of the Company is scheduled to take place at the Head Office of the Company on 20 July 2023 at 10:00am; the exact arrangements

for the meeting will be subject to any restrictions on gatherings which may be in force. 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 2023 convening the meeting. In line with market practice, 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

24 May 2023

131ICG | ANNUAL REPORT & ACCOUNTS 2023

DIRECTORS’ RESPONSIBILITIES

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 company’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, includes a fair review of the development and

performance of the business and the position of the Company and

the undertakings included in the consolidation taken as a whole,

together with a description of the principal risks and uncertainties

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 performance, business model and strategy.

Benoît Durteste

Chief Executive Officer

Vijay Bharadia

Chief Financial and Operating Officer

24 May 2023

Directors’ responsibilities

132 ICG | ANNUAL REPORT & ACCOUNTS 2023

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INTERMEDIATE CAPITAL GROUP PLC

Independent auditor’s report to the members

of Intermediate Capital Group plc

Opinion

In our opinion:

• Intermediate Capital Group plc’s financial statements and Parent Company financial statements (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 2023 and of the Group’s profit for the year then

ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

• the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards

as applied in accordance with section 408 of the Companies Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Intermediate Capital Group plc (the ‘Parent Company’) and its subsidiaries (together the ‘Group’)

for the year ended 31 March 2023 which comprise:

Group Parent Company

Consolidated income statement for the year ended 31 March 2023 Parent Company statement of financial position as at 31 March 2023

Consolidated statement of comprehensive income for the year ended

31 March 2023

Parent Company statement of cash flows for the year ended 31 March

2023

Consolidated statement of financial position as at 31 March 2023 Parent Company statement of changes in equity for the year ended

31 March 2023

Consolidated statement of cash flows for the year ended 31 March

2023

Consolidated statement of changes in equity for the year ended

31 March 2023

Related notes 1 to 34 to the financial statements, including a summary

of significant accounting policies

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 2024, which is eighteen months from the date these financial

statements were authorised for issue;

• reviewing the Group’s cashflow forecasts, considering if the appropriateness of 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;

133ICG | ANNUAL REPORT & ACCOUNTS 2023

• assessing the plausibility of available options to mitigate the impact of the key risks by comparing them to our understanding of the Group;

• performing enquires of management and those charged with governance to identify risks or events that may impact the Group’s ability to

continue as a going concern. We also reviewed the management paper approved by the Board, minutes of meetings of the Board and the

Audit Committee and made enquiries of management and the Board; and

• assessed 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 2024.

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.

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 248 consolidated subsidiaries, including 21 consolidated structured entities.

• The Group audit team based in London, performed audit procedures on all balances material to the

Group and Parent Company financial statements.

Key audit matters

• Valuation of investments in portfolio companies and real estate assets (including those held via fund

structures and assets held for sale)

• Valuation of investments in Collateralised Loan Obligations (‘CLOs’), including debt (senior) and

equity (subordinated) tranches and the assets and liabilities held by consolidated CLOs

• Calculation and recognition of management and performance fees

Materiality

• Overall Group materiality of £21.3m which represents 5% of normalised profit before tax. Normalised

profit before tax is calculated as the sum of the 2023 Fund Management Company’s (‘FMC’) profit

before tax and an average of the Investment Company (‘IC’) profit/loss before tax for the past five

financial years. Our basis for calculating materiality has been updated for the current year to reflect

stakeholder focus on the FMC and accounts for year-on-year fluctuations within the IC’s profit/loss

before tax resulting from fluctuations in investment valuation gains/losses.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INTERMEDIATE CAPITAL GROUP PLC CONTINUED

134 ICG | ANNUAL REPORT & ACCOUNTS 2023

An overview of the scope of the Parent Company and Group audits

Tailoring the scope

Our assessment of audit risk and our evaluation of 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. We take into account size, risk profile, the organisation of the

Group and effectiveness of Group-wide controls, changes in the business environment, the potential impact of climate change and other

factors such as recent Internal Audit results when assessing the level of work to be performed for the Group.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of

significant accounts in the financial statements, we performed direct audit procedures on all items material to the Group and Parent Company

financial statements. Our Group testing covered account balances material to the Group including balances of entities within the United

Kingdom, Luxembourg, United States of America and Jersey, which represent the principal business units within the Group. The audit scope

of these legal entities may not have included testing of all significant accounts of the component but will have contributed to the coverage

of significant accounts tested for the Group.

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 Group

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

Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that the most significant

future impacts from climate change on their operations will be from the adverse effects of the underlying portfolio investments. This is

explained on pages 30-49 in the Task Force for Climate related Financial Disclosures and on page 72 in the Managing Risk section. All of these

disclosures form part of the ‘Other information’, rather than the audited financial statements. Our procedures on these unaudited disclosures

therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in

the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on ‘Other information’.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any consequential

material impact on its financial statements.

The Group has explained in the General Information and basis of preparation section in Note 1 to the financial statements, on pages 150-151,

their articulation of how climate change has been reflected in the financial statements, and how they have reflected the impact of climate

change in their financial statements.

Our audit effort in considering the impact of climate change on the financial statements was focused on assessing whether the effects of

climate risks have been appropriately reflected by management in reaching their judgments and in relation to the assessment of the fair value of

investments and the impact on performance fees. As part of this evaluation, we performed our own risk assessment, supported by our climate

change internal specialists, to determine the risks of material misstatement in the financial statements from climate change which needed to be

considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and associated

disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described above.

Based on our work, we have not identified the impact of climate change on the financial statements to be a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of

the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.

These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing

the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our

opinion thereon, and we do not provide a separate opinion on these matters.

135ICG | ANNUAL REPORT & ACCOUNTS 2023

Risk Our response to the risk

Valuation of investments in portfolio companies

and real estate assets (including those held via

fund structures and assets held for sale)

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 £1,560.1m, (2022: £1,642.5m) are included in

Financial assets at fair value. Assets held for sale of

£158.6m (2022: £79.2m) are included in Disposal groups

held for sale.

Refer to the Audit Committee Report (page 84-89);

Accounting policies and Note 5 of the financial statements

(page 158-165)

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 or investments held for sale in

accordance with International Financial Reporting

Standards (‘IFRS’) 5 — Non-current Assets Held for Sale

and Discontinued Operations (‘IFRS 5’).

The Group adopts a valuation methodology based on the

International Private Equity and Venture Capital Valuation

Guidelines 2022 (‘IPEV guidelines’) and Royal Institution

of Chartered Surveyors (‘RICS’) in conformity with IFRS

13 — Fair Value Measurements (‘IFRS 13’) and IAS 40 –

Investment Property (‘ISA 40’). The Group predominantly

applies either an earnings based valuation technique or

discounted cash flow model (‘DCF’) to value non-real

estate investments. For certain real estate strategies, the

Group engages external valuers to perform valuations.

Owing to the unquoted and illiquid nature of these

investments, the assessment of fair valuation is subjective

and requires several significant and complex judgements

to be made by management. The exit value will be

determined by the market at the time of realisation and

therefore despite the valuation policy adopted and

judgements made by management, the final sales value

may differ materially from the valuation at the year end.

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. In turn,

this could materially misstate the financial assets at fair

value in the Consolidated and Parent Company

Statements of Financial Position, and the Net gains on

investments in the Consolidated income statement.

There is also a risk that management may influence the

judgements and estimations in respect of the portfolio

companies’ valuations in order to meet market

expectations of the Group.

We have:

• Obtained an understanding of management’s processes and controls for the

valuation of investments in portfolio companies (including co-investments or

alongside funds managed by ICG) by performing walkthrough procedures, in

which we evaluated the design effectiveness 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.

• Compared management’s valuation methodologies to IFRS and the relevant

IPEV and RICS guidelines. We sought explanations from management where

there were judgments applied in their application of the guidelines and

assessed their appropriateness.

• With the assistance of our valuations specialists, we formed an independent

view on the appropriateness of the key assumptions and inputs used in the

valuation of a sample of portfolio company and real estate investments, with

reference to relevant industry and market valuation considerations and data

points. We derived a range of acceptable fair values through our analysis

including taking into account other qualitative risk factors, such as company

specific risk factors. We compared these ranges to management’s fair values

and discussed our results with both management and the Audit Committee.

• On a sample basis, we agreed key inputs in the valuation models to source data,

including portfolio company financial information. We also performed

procedures on key judgements made by management in the calculation of fair

value:

• performed calculations to assess the appropriateness of discount rates used

in DCF valuations, with reference to relevant industry and market data;

• assessed the suitability of the comparable companies used in the calculation

of the earnings multiples;

• challenged management on the applicability and completeness of

adjustments made to earnings multiples by obtaining rationale and

supporting evidence for adjustments made;

• assessed the appropriateness of the portfolio company financial information,

including business plans, used in the valuation and any relevant adjustments

made by obtaining rationale and supporting evidence; and

• obtained the external valuation reports, where an external valuer has been

engaged, and assessed their competence and objectivity.

We checked the mathematical accuracy of the valuation models on a sample basis.

We recalculated the unrealised gains/losses on revaluation of investments

impacting the Net gains on investments in the Consolidated income statement.

We have considered the impact of climate change throughout our procedures

performed on the valuation of portfolio companies, by challenging whether the

valuation methodologies and assumptions used are appropriate.

We 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.

Key observations communicated to the Audit Committee

All valuations reviewed, were found to be materially carried in accordance with UK-adopted international accounting standards and the IPEV

or RICS guidelines respectively.

Based on our procedures performed, we had no material matters to report the Audit Committee.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INTERMEDIATE CAPITAL GROUP PLC CONTINUED

136 ICG | ANNUAL REPORT & ACCOUNTS 2023

Risk Our response to the risk

Valuation of investments in Collateralised Loan

Obligations (‘CLOs’), including debt (senior) and

equity (subordinated) tranches and the assets and

liabilities held by consolidated CLOs

In the Consolidated and Parent Company statements of

financial position, the Group’s investments in CLO debt

(senior) (2023: £105.8m, 2022: £105.6m) and equity

(subordinated debt) tranches (2023: £7.5m,

2022: £12.2m), and investments held by consolidated

CLOs (2023: £4,669.1m, 2022: £4,612.6m) are included in

Financial assets at fair value. The liabilities held by

consolidated CLOs (2023: £4,572.7m, 2022: £4,364.7m)

are included in Financial liabilities at fair value.

Refer to the Audit Committee Report (page 84-89);

Accounting policies and Note 5 of the Financial Statements

(page 158-165)

The Group holds investments in CLOs in both the debt and

equity tranches. These investments are accounted for at

fair value through profit or loss. The Group consolidates

the CLOs where it is deemed to have control in

accordance with IFRS 10 — Consolidated financial

statements (‘IFRS 10’).

In particular, significant judgements are required where

there is limited market activity to provide reliable

observable inputs.

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 and Financial Liabilities at fair

value in the Consolidated and Parent Company statements

of financial position. In turn, this could materially misstate

the Net gains on investments account in the Consolidated

income statement.

There is also a risk that management may influence the

judgements and estimations of the investments in CLO

debt and equity tranches in order to meet market

expectations of the Group.

Unconsolidated CLOs — Investments in Debt and Equity

We have:

• Obtained an understanding of management’s processes and controls for the

valuation of CLOs by performing walkthrough procedures, in which we

evaluated the design effectiveness of controls;

• Agreed each tranche size to observable market data (i.e., Fitch Ratings);

• Obtained the available observable market data (i.e., Markit) and compared it to

management’s fair valuations for positions with observable inputs;

• Formed an independent range of fair values for a sample of the debt and

equity tranches with the assistance of our valuation specialists where

observable market data is not available. 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;

• Assessed the mathematical accuracy of the equity models; and

• Considered the impact of climate change throughout the procedures

performed on the valuation by challenging whether the valuation

methodologies and assumptions used remain appropriate.

Consolidated CLO balances

We have:

• Agreed consolidated balances to underlying administrator accounts;

• Reviewed the material assets and liabilities associated with each of the

consolidated CLOs and tested the underlying balances;

• Obtained the available observable market data (i.e., Markit) and compared it to

management’s fair valuations for a sample of the financial assets and financial

liabilities of the consolidated CLOs;

• Assessed the mathematical accuracy of the equity models; and

• Considered the impact of climate change throughout the procedures

performed on the valuation by challenging whether the valuation

methodologies and assumptions used remain appropriate.

Key observations communicated to the Audit Committee

The valuation of the CLOs, including debt and equity tranches reviewed by EY, were found to carried materially in accordance with UK-

adopted international accounting standards.

Based on our procedures performed we had no material matters to report to the Audit Committee.

137ICG | ANNUAL REPORT & ACCOUNTS 2023

Risk Our response to the risk

Calculation and recognition of management fees and

performance fees

In the Consolidated income statement, management fees

(2023: £481.6m, 2022: £429.4m), including performance fees

(2023: £22.4m, 2022: £57.5m), are included in Fee and other

operating income.

Refer to the Audit Committee Report (page 84-89); Accounting

policies and Note 3 of the Financial Statements (page 152)

The Group manages funds across numerous domiciles and

investment strategies and receives management fees and

performance fees from its performance of investment

management services for third-party money it manages.

Management fees are calculated based on an agreed percentage of

either committed capital, invested capital or net asset value

(‘NAV’), depending on the contractual agreement of the underlying

fund. The calculations are prepared by third-party administrators

or ICG. Due to the manual nature of the process, there is a risk that

management fees are incorrectly calculated.

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.

Performance fees are calculated as a contractual percentage of a

fund’s return, once a specified hurdle rate is expected to be met.

These amounts are specified in the underlying contract between

the fund and the Group in its capacity as investment manager.

Performance fees are only received when a triggering event, such

as a realisation or refinancing a fund’s investment, occurs.

In respect of performance fees, management must apply

judgment in accordance with IFRS 15 – Revenue from contracts

with customers (‘IFRS 15’) to determine whether it is highly

probable that a significant reversal will not occur in the future.

The following are identified as the key risks or judgments in

respect of the recognition of performance fees:

• inappropriate judgments are made by management in the

process, including whether a constraint is applied and in

determining the forecast exit dates of underlying investments;

• errors are made in performing complex manual calculations

within the model; and

• inappropriate inputs are used by management in the calculations.

The accuracy and recognition of revenue is important to the

Group’s financial statements. Stakeholder expectations may place

pressure on management to influence the recognition of revenue.

This may result in overstatement or deferral of revenue to assist in

meeting current or future revenue targets or expectations.

We 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 of controls.

In respect of management fees, for a sample of funds, we:

• agreed the fee terms used in the calculation, to the terms as specified in

the relevant legal agreements, for example the Investment Management

Agreement or Limited Partnership Agreement;

• validated key inputs, such as committed capital, invested capital or NAV,

to supporting evidence;

• tested the arithmetical accuracy of the calculations prepared by ICG or

the third-party administrators by performing independent

recalculations;

• traced management fees received during the year to bank statements;

• reconciled the closing management fee debtor in the statement of

financial position; and

• traced the year end debtor balance to post year end bank statements to

assess recoverability.

In respect of performance fees, for a sample of funds, we:

• agreed contractual terms such as hurdle rates and percentage

receivable to underlying legal agreements;

• recalculated the waterfall to test management’s judgment that the

relevant hurdles are expected to be met where performance fees are

being accrued;

• challenged the reasonableness of forecast exit dates with reference to

our work performed over valuations of the investment portfolio and our

understanding of the investment life cycle;

• tested the arithmetical accuracy of the calculations by performing

independent recalculations;

• assessed whether each payment of performance fees was a result of a

triggering event, such as a realisation or refinancing and verified cash

flows to bank statements; and

• reconciled the closing performance fee debtor in the statement of

financial position.

We compared the performance of the underlying funds used in the

performance fee calculations to our understanding of the performance of

the relevant funds’ underlying investments gained through our valuation work.

We challenged management to understand the rationale for any differences

between the performance fee payments received during the year and the

prior year estimates, to further assess the reasonableness of the current

year performance fee models and methodology adopted by management.

We have performed journal entry testing and have made enquiries of

management in order to address the residual risk of management override.

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.

Key observations communicated to the Audit Committee

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.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INTERMEDIATE CAPITAL GROUP PLC CONTINUED

138 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 £21.3m (2022: £28.3m), which is 5% of normalised profit before tax (2022: 5% of profit before

tax). Normalised profit before tax is calculated as the sum of the 2023 FMC profit before tax and an average of the IC profit/loss before tax for

the past five financial years. Our basis for calculating materiality has been updated in the current year to reflect fluctuations within the IC’s

profit/loss before tax resulting from fluctuations 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 £7.8m (2022: £9.4m), which is 1% (2022: 1%) of net assets.

During the course of our audit, we reassessed initial materiality based on 31 March 2023 normalised profit before tax, and net asset value in

relation to 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 judgment was that

performance materiality was 50% (2022: 50%) of our planning materiality, namely £10.6m (2022: £14.1m). We have set performance materiality

at this percentage due to our observations of the control environment and the misstatements identified in the prior year. In determining

performance materiality, we considered our risk assessments, together with our assessment of the Group’s overall control environment.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £1.1m (2022: £1.4m), 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 other than the financial statements and our auditor’s report

thereon. The Directors are responsible for the other information contained within the Annual Report.

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.

139ICG | ANNUAL REPORT & ACCOUNTS 2023

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 those reports 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.

Corporate Governance Statement

We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance

Statement relating to the Group and Parent Company’s compliance with the provisions of the UK Corporate Governance Code specified for

our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties

identified set out on page 127;

• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is appropriate

set out on page 73;

• Director’s 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 127;

• Directors’ statement on fair, balanced and understandable set out on page 132;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 66;

• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on page

92; and;

• The section describing the work of the Audit Committee set out on pages 84-89

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 132, 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.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INTERMEDIATE CAPITAL GROUP PLC CONTINUED

140 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 company

and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most

significant are those that relate to the reporting framework (UK-adopted international accounting standards, the Companies Act 2006 and

UK Corporate Governance Code) and relevant tax compliance regulations. In addition, we concluded that there are certain significant laws

and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements, being the Listing

Rules of the UK Listing Authority and relevant Financial Conduct Authority (‘FCA’) rules and regulations.

• We understood how the Group is complying with those frameworks by making enquiries of senior management, including the Chief Financial

and Operating 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 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. 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.

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 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 three years, covering the years ended

31 March 2021 to 31 March 2023.

• The audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the 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 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

company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Ashley Coups (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

24 May 2023

Notes:

1. The maintenance and integrity of the Intermediate Capital Group plc website is the responsibility of the Directors; the work carried out by the auditors does not involve

consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially

presented on the website.

2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

141ICG | ANNUAL REPORT & ACCOUNTS 2023

Year ended

31 March 2023

Year ended

31 March 2022

Notes £m £m

Fee and other operating income 3 483.6 434.0

Finance loss 8 (17.1) (7.4)

Net gains on investments 10 172.5 555.5

Total Revenue 639.0 982.1

Other income 9 15.5 —

Finance costs 11 (64.6) (53.1)

Administrative expenses 12 (343.3) (363.1)

Share of results of joint ventures accounted for using the equity method 30 4.4 (0.5)

Profit before tax and discontinued operations 251.0 565.4

Tax charge 14 (29.4) (31.1)

Profit after tax before discontinued operations 221.6 534.3

Profit/ (loss) after tax on discontinued operations 29 56.8 (9.2)

Profit for the year after discontinued operations 278.4 525.1

Attributable to:

Equity holders of the parent 280.6 526.8

Non-controlling interests (2.2) (1.7)

278.4 525.1

Earnings per share (pence) 16 98.2p 183.7p

Diluted earnings per share (pence) 16 97.0p 181.1p

Other than for amounts reported as discontinued operations, all activities represent continuing operations.

The accompanying notes 1 to 34 are an integral part of these financial statements.

FINANCIAL STATEMENTS

Consolidated income statement

For the year ended 31 March 2023

142 ICG | ANNUAL REPORT & ACCOUNTS 2023

Year ended

31 March 2023

Year ended

31 March 2022

Group

Notes £m £m

Profit after tax

278.4 525.1

Items that may be subsequently reclassified to profit of loss if specific conditions are met

Exchange differences on translation of foreign operations

19.5 6.9

Deferred tax on equity investments translation

3.9 —

Total comprehensive income for the year 301.8 532.0

Attributable to:

Equity holders of the parent

304.0 533.7

Non controlling interests

(2.2) (1.7)

301.8 532.0

The accompanying notes 1 to 34 are an integral part of these financial statements.

Consolidated statement of comprehensive income

for the year ended 31 March 2023

143ICG | ANNUAL REPORT & ACCOUNTS 2023



31 March 2023

Group

31 March 2022

Group

(Restated)

Notes £m £m

Non-current assets

Intangible assets 17 14.9 17.1

Property, plant and equipment 18 88.2 60.4

Investment property 19 0.8 1.5

Investment in Joint Venture accounted for under the equity method 30 5.8 2.2

Trade and other receivables 20 37.1 91.1

Financial assets at fair value 5 7,036.6 6,973.1

Derivative financial assets 5 8.4 1.3

Deferred tax asset 14 17.6 25.0

7,209.4 7,171.7

Current assets

Trade and other receivables 20 232.0 283.1

Current tax debtor 57.0 31.9

Financial assets at fair value 5 4.7 —

Derivative financial assets 5 13.6 137.3

Cash and cash equivalents 6 957.5 991.8

1,264.8 1,444.1

Assets of disposal groups held for sale 29 578.3 256.7

Total assets 9,052.5 8,872.5

Non-current liabilities

Trade and other payables 21 71.1 76.4

Financial liabilities at fair value 5, 7 4,572.7 4,364.7

Financial liabilities at amortised cost 7 1,478.2 1,452.3

Other financial liabilities 7 79.6 52.2

Derivative financial liabilities 5,7 0.9 2.9

Deferred tax liabilities 14 35.5 15.1

6,238.0 5,963.6

Current liabilities

Trade and other payables 21 471.4 434.4

Current tax creditor 14.8 14.5

Financial liabilities at amortised cost 7 58.5 201.1

Other financial liabilities 7 5.8 6.5

Derivative financial liabilities 5,7 14.8 153.4

565.3 809.9

Liabilities of disposal groups held for sale 29 204.0 97.2

Total liabilities 7,007.3 6,870.7

Equity and reserves

Called up share capital 23 77.3 77.3

Share premium account 23 180.9 180.3

Other reserves 19.0 0.2

Retained earnings 1,742.6 1,714.0

Equity attributable to owners of the Company 2,019.8 1,971.8

Non-controlling interest 25.4 30.0

Total equity 2,045. 2 2,001.8

Total equity and liabilities 9,052.5 8,872.5

1. Retained earnings and Non-controlling interest have been restated. See Note 2 for more details.

The accompanying notes 1 to 34 are an integral part of these financial statements.

The financial statements of Intermediate Capital Group plc (Company Registration Number: 02234775) were approved and authorised

for issue by the Board of Directors on 24 May 2023 and were signed on its behalf by:

William Rucker Chairman Vijay Bharadia Chief Financial and Operating Officer

FINANCIAL STATEMENTS CONTINUED

Consolidated statement of financial position

as at 31 March 2023

144 ICG | ANNUAL REPORT & ACCOUNTS 2023

Year ended

31 March 2023

Group

Year ended

31 March 2022

Group

Notes £m £m

Cash flows generated from operations 324.0 287.3

Taxes paid (32.4) (43.9)

Net cash flows from operating activities 32 291.6 243.4

Investing activities

Purchase of intangible assets 17 (4.7) (4.3)

Purchase of property, plant and equipment 18 (6.5) (3.5)

Net cashflow from derivative financial instruments (58.8) 22.4

Cashflow as a result of change in control of subsidiary 200.8 30.9

Net cash flows from investing activities 130.8 45.5

Financing activities

Purchase of own shares

(38.9) (20.9)

Payment of principal portion of lease liabilities (6.8) (4.1)

Proceeds from borrowings — 413.5

Repayment of long-term borrowings (194.6) (111.5)

Dividends paid to equity holders of the parent 15 (236.4) (165.7)

Net cash flows (used in)/generated from financing activities (476.7) 111.3

Net (decrease)/increase in cash and cash equivalents (54.3) 400.2

Effects of exchange rate differences on cash and cash equivalents 20.0 10. 4

Cash and cash equivalents at 1 April 6 991.8

581.2

Cash and cash equivalents at 31 March 6 957.5 991.8

The Group’s cash and cash equivalents include £407.5m (2022: £230.3m) of restricted cash held principally by structured entities

controlled by the Group (see note 6).

The presentation of the consolidated statement of cash flows have been updated to improve the presentation of this information. The

reconciliation of cash generated from/used in operations to profit before tax from continuing operations is now disclosed in note 32.

The accompanying notes 1 to 34 are an integral part of these financial statements.

Consolidated statement of cash flows

For the year ended 31 March 2023

145ICG | ANNUAL REPORT & ACCOUNTS 2023

capital

(note 23)

premium

(note 23)

Capital

redemption

reserve

Share based

payments

reserve

(note 25)

Own

(note 24)

Foreign

currency

translation

reserve

Retained

earnings

Total

Non-

controlling

interest

Total

equity

Group

£m £m £m £m £m £m £m £m £m £m

Balance at 1 April 2022 77.3 180.3 5.0 67.5 (93.0) 20.7 1,688.9 1,946.7 55.1 2,001.8

Prior year adjustment

— — — — — — 25.1 25.1 (25.1) —

Balance at 1 April 2022 (as restated) 77.3 180.3 5.0 67.5 (93.0) 20.7 1,714.0 1,971.8 30.0 2,001.8

Profit after tax — — — — — — 280.6 280.6 (2.2) 278.4

Exchange differences on translation

of foreign operations — — — — — 19.5 — 19. 5 — 19.5

Deferred tax on equity investments

translation — — — — — 3.9 — 3.9 — 3.9

Total comprehensive income/

(expense) for the year — — — — — 23.4 280.6 304.0 (2.2) 301.8

Adjustment of non-controlling

interest on disposal of subsidiary — — — — — — (1.3) (1.3) (31. 1) (32.4)

Acquisition of non-controlling

interest — — — — — — — — 28.7 28.7

Issue of share capital 0.0 — — — — — — 0.0 — 0.0

Own shares acquired in the year — — — — (38.9) — — (38.9) — (38.9)

Options/awards exercised

— 0.6 — (31.3) 28.5 — (14.3) (16.5) — (16.5)

Tax on options/awards exercised — — — (2.4) — — — (2.4) — (2.4)

Credit for equity settled share

schemes — — — 39.5 — — — 39.5 — 39.5

Dividends paid — — — — — — (236.4) (236.4) — (236.4)

Balance at 31 March 2023 77.3 180.9 5.0 73.3 (103.4) 44.1 1,742.6 2,019.8 25.4 2,045.2

capital

(note 23)

premium

(note 23)

Capital

redemption

reserve

Share based

payments

reserve

(note 25)

Own

(note 24)

Foreign

currency

translation

reserve

Retained

earnings Total

Non-

controlling

interest

Total

equity

Group

£m £m £m £m £m £m £m £m £m £m

Balance at 1 April 2021 77.2 180.2 5.0 60.5 (82.2) 13.8 1,362.7 1,617.2 5.0 1,622.2

Profit after tax — — — — — — 526.8 526.8 (1.7) 525.1

Exchange differences on translation

of foreign operations — — — — — 6.9 — 6.9 — 6.9

Total comprehensive income/

(expense) for the year — — — — — 6.9 526.8 533.7 (1.7) 532.0

Issue of share capital 0.1 — — — — — — 0.1 — 0.1

Movement in control of subsidiary

— — — — — — — — 26.7 26.7

Own shares acquired in the year — — — — (20.9) — — (20.9) — (20.9)

Options/awards exercised

— 0.1 — (27.8) 10.1 — (9.8) (27.4) — (27.4)

Tax on options/awards exercised — — — 5.2 — — — 5.2 — 5. 2

Credit for equity settled share

schemes — — — 29.6 — — — 29.6 — 29.6

Dividends paid

— — — —

— — (165.7) (165.7) — (165.7)

Balance at 31 March 2022

77.3 180.3 5.0 67.5 (93.0) 20.7 1,714.0 1,971.8 30.0 2,001.8

1. The capital redemption reserve is a reserve created when a company buys its own shares which reduces its share capital. £1.4m of the balance relates to the conversion of

ordinary shares and convertible shares into ordinary shares in 1994. The remaining £3.6m relates to the cancellation of treasury shares in 2015.

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. 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.

4. 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.

5. Retained earnings and Non-controlling interest brought forward as at 1 April 2022 have been restated. See Note 2 for more details.

The accompanying notes 1 to 34 are an integral part of these financial statements.

FINANCIAL STATEMENTS CONTINUED

Consolidated statement of changes in equity

For the year ended 31 March 2023

146 ICG | ANNUAL REPORT & ACCOUNTS 2023

31 March 2023

Company

31 March 2022

Company

Notes £m £m

Non-current assets

Intangible assets 17 9.2 12.1

Property, plant and equipment 18 44.0 49.9

Investment in subsidiaries 28 1,868.9 1,871.4

Trade and other receivables 20 766.3 574.1

Financial assets at fair value 5 288.7 362.8

Derivative financial assets 5 8.4 2.1

Deferred tax asset 14 — 0.9

2,985.5 2,873.3

Current assets

Trade and other receivables 20 210.5 211.2

Current tax debtor 35.3 23.7

Financial assets at fair value 5 — 80.6

Derivative financial assets 5 13.6 37.9

Cash and cash equivalents 6 409.8 707.1

669.2 1,060.5

Total assets 3,654.7 3,933.8

Non-current liabilities

Trade and other payables 21 71.3 76.4

Financial liabilities at amortised cost 7 1,478.2 1,452.3

Other financial liabilities 7 39.3 44.8

Derivative financial liabilities 5,7 0.9 3.1

Deferred tax liabilities 14 2.9 —

1,592.6 1,576.6

Current liabilities

Trade and other payables 21 1,158.7 1,155.5

Financial liabilities at amortised cost 7 58.5 201.1

Other financial liabilities 7 4.3 3.1

Derivative financial liabilities 5, 7 14.8 53.6

1,236.3 1,413.3

Total liabilities 2,828.9 2,989.9

Equity and reserves

Called up share capital 23 77.3 77.3

Share premium account 23 180.9 180.3

Other reserves 44.5 36.3

Retained earnings 523.1 650.0

Equity attributable to owners of the Company 825.8 943.9

Total equity 825.8 943.9

Total equity and liabilities 3,654.7 3,933.8

The Parent Company’s total profit for the year was £109.5m (2022: Profit of £46.7m). The accompanying notes 1 to 34 are an integral

part of these financial statements.

The financial statements of Intermediate Capital Group plc (Company Registration Number: 02234775) were approved and authorised

for issue by the Board of Directors on 24 May 2023 and were signed on its behalf by:

William Rucker Chairman Vijay Bharadia Chief Financial and Operating Officer

Parent company statement of financial position

as at 31 March 2023

147ICG | ANNUAL REPORT & ACCOUNTS 2023

Year ended

31 March 2023

Company

Year ended

31 March 2022

Company

Notes £m £m

Cash flows used in operations (314.3)

(60.7)

Taxes paid (20.8)

(41.3)

Net cash flows used in operating activities 32 (335.1)

(102.0)

Investing activities

Purchase of intangible assets 17 (3.6)

(3.4)

Purchase of property, plant and equipment 18 (0.7)

(2.6)

Net cashflow from derivative financial instruments (58.8) 13.8

Cash paid in respect of group investing activities (acquisition of long-term assets) 20, 21 (216.6)

(561.9)

Cash received in respect of group investing activities (proceeds from long-term assets) 20, 21 109.5

145.9

Increase in amounts owed by subsidiaries 20, 21 (147.7)

(68.1)

Investment in subsidiaries —

(231.7)

Net cash flows used in investing activities (317.9)

(708.0)

Financing activities

Payment of principal portion of lease liabilities (4.1)

(3.6)

Proceeds from borrowings —

413.5

Repayment of long-term borrowings (194.6)

(111.5)

Dividends paid to equity holders of the parent 15 (236.4)

(165.7)

Increase in amounts owed to subsidiaries 20, 21 483.2

333.4

Repayment of amounts owed to subsidiaries 20, 21 (239.7)

(65.4)

Increase in amounts owed to subsidiaries (receipts of proceeds from long-term assets) 20, 21 543.8

848.4

Net cash flows from financing activities 352.2

1,249.1

Net (decrease)/increase in cash and cash equivalents (300.8)

439.1

Effects of exchange rate differences on cash and cash equivalents 3.5

3.7

Cash and cash equivalents at 1 April 6 707.1 264.3

Cash and cash equivalents at 31 March 6 409.8 707.1

The presentation of the Parent Company statement of cash flows have been updated to improve the presentation of this information.

The reconciliation of cash generated from/used in operations to profit before tax from continuing operations is disclosed in note 32. The

prior year comparatives are consistent with those presented in the Parent Company statement of cash flows for the period to March

2022.

The accompanying notes 1 to 34 are an integral part of these financial statements.

FINANCIAL STATEMENTS CONTINUED

Parent company statement of cash flows

For the year ended 31 March 2023

148 ICG | ANNUAL REPORT & ACCOUNTS 2023

capital

(note 23)

premium

(note 23)

Capital

redemption

reserve

Share -based

payments

reserve

(note 25)

Own

(note 24)

Retained

earnings

Total

equity

Company

£m £m £m £m £m £m £m

Balance at 1 April 2022 77.3 180.3 5.0 52.6 (21.3) 650.0 943.9

Profit after tax — — — — — 109.5 109.5

Total comprehensive income for the year 109.5 109.5

Issue of share capital — — — — — — —

Options/awards exercised — 0.6 — (31.3) — — (30.7)

Credit for equity settled share schemes — — — 39.5 — — 39.5

Dividends paid — — — — — (236.4) (236.4)

Balance at 31 March 2023 77.3 180.9 5.0 60.8 (21.3) 523.1 825.8

capital

(note 23)

premium

(note 23)

Capital

redemption

reserve

Share- based

payments

reserve

(note 25)

Own

(note 24)

Retained

earnings

Total

equity

Company

£m £m £m £m £m £m £m

Balance at 1 April 2021 77.2 180.2 5.0 50.8 (21.3) 769.0 1,060.9

Profit after tax — — — — — 46.7 46.7

Total comprehensive income for the year — — — — — 46.7 46.7

Issue of share capital 0.1 — — — — — 0.1

Options/awards exercised — 0.1 — (27.8) — — (27.7)

Credit for equity settled share schemes — — — 29.6 — — 29.6

Dividends paid — — — — — (165.7) (165.7)

Balance at 31 March 2022 77.3 180.3 5.0 52.6 (21.3) 650.0 943.9

1. The capital redemption reserve is a reserve created when a company buys its own shares which reduces its share capital. This reserve is not distributable to shareholders.

£1.4m of the balance relates to the conversion of ordinary shares and convertible shares into ordinary shares in 1994. The remaining £3.6m relates to the cancellation of

treasury shares in 2015.

2. The movement in the Parent Company Own shares reserve in respect of Options/awards exercised, represents the employee shares vesting net of personal taxes and social

security.

The accompanying notes 1 to 34 are an integral part of these financial statements.

Parent company statement of changes in equity

For the year ended 31 March 2023

149ICG | ANNUAL REPORT & ACCOUNTS 2023

1. General information and basis of preparation

General information

Intermediate Capital Group plc (the ‘Parent Company’, ‘Company’

or ‘ICG plc’) is a public company limited by shares, incorporated,

domiciled and registered in England and Wales under the

Companies Act, with the company registration number 02234775.

The registered office is Procession House, 55 Ludgate Hill, New

Bridge Street, London EC4M 7JW.

The consolidated financial statements for the year to 31 March

2023 comprise the financial statements of the Parent Company

and its consolidated subsidiaries (collectively, the ‘Group’). The

nature of the Group’s operations and its principal activities are

detailed in the Strategic Report.

Basis of preparation

The consolidated financial statements of the Group and Company

are prepared in accordance with UK-adopted international

accounting standards (‘UK-adopted IAS’) and, as regards the

Parent Company financial statements, as applied in accordance

with the provisions of the Companies Act 2006. The Company has

taken advantage of section 408 of the Companies Act 2006 not to

present the Parent Company profit and loss account.

The financial statements have been prepared on a going concern

basis and under the historical cost convention, except for financial

instruments that are measured at fair value through profit and loss

at the end of the reporting period, as detailed in note 5, and certain

investments in associates and joint ventures held for venture

capital purposes, as detailed in note 30.

In the application of the Group’s accounting policies, the Directors

are required to make judgements, estimates and assumptions

about the carrying amounts of assets and liabilities that are not

readily apparent from other sources. The estimates and associated

assumptions are based on historical experience and other factors

that are considered to be relevant. Actual results may differ from

these estimates.

The judgements, estimates and underlying assumptions are

reviewed on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is revised if the

revision affects only that period, or in the period of the revision

and future periods if the revision affects both current and future

periods. Details of the critical judgements made, and key sources

of estimation uncertainty, are included in note 1 and in the note to

which the critical judgement or source of estimation uncertainty

relates.

In preparing the financial statements, the Directors have

considered the impact of climate change, particularly in the

context of the climate change risks identified in the TCFD Report.

The Directors’ considerations included the medium and longer-

term cash flow impacts of climate change 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.

These considerations did 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.

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.

Basis of consolidation

The Group’s financial statements consolidate the results of

Intermediate Capital Group plc and entities controlled by the

Company for the period to 31 March each year. Control is

achieved when the Company has power over the relevant

activities, 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 28 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 to the 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.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements

150 ICG | ANNUAL REPORT & ACCOUNTS 2023

1. General information and basis of preparation

continued

Critical judgements in the application of accounting

policies and key sources of estimation uncertainty

Critical judgement

In preparing the financial statements, apart from those involving

estimations, two critical judgements have been made by the

Directors in the application of the Group’s accounting policies:

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 28.

ii. The application of the Group’s revenue recognition policy in

respect of the performance fee component of management

fees. Judgement is primarily applied in considering the timings

of when expected performance conditions will be met and the

appropriate constraint to be applied. The Group’s assessment

of this critical judgement is discussed further in note 3.

Key sources of estimation uncertainty

The key sources of estimation uncertainty at the reporting date,

that may have a significant risk of causing a material adjustment to

the carrying amounts of assets and liabilities within the next

financial year, results from the Group’s assessment of fair value of

its financial assets and liabilities (discussed further in note 5 and

note 7) and the impact of this assessment on trade and other

payables related to the Deal Vintage Bonus (‘DVB’) - see notes 13

and 21.

Critical judgements and key sources of estimation uncertainty are

reviewed by the Audit Committee during the year and its

involvement in the process is included in its report on page 84.

Foreign currencies

The functional currency of the Company is sterling as the

Company’s shares are denominated in sterling and the Company’s

costs are primarily incurred in sterling. The Group has determined

the presentational currency of the Group is the functional

currency of the Company. Information is presented to the nearest

million (£m).

Transactions denominated in foreign currencies are translated

using the exchange rates prevailing at the date of the transactions.

At each reporting date, monetary assets and liabilities

denominated in a foreign currency are retranslated at the rates

prevailing at the reporting date. Non-monetary assets and

liabilities denominated in foreign currencies that are measured at

fair value are translated at the rate prevailing at the date the fair

value was determined. Non-monetary items that are measured at

historical cost are translated using rates prevailing at the date of

the transaction.

The assets and liabilities of the Group’s foreign operations are

translated using the exchange rates prevailing at the reporting

date. Income and expense items are translated using the average

exchange rates during the year. Exchange differences arising from

the translation of foreign operations are taken directly to the

foreign currency translation reserve. On disposal of a foreign

operation, exchange differences previously recognised in other

comprehensive income are reclassified to the income statement.

Going concern

The Directors have, at the time of approving the financial

statements, a reasonable expectation that the Company and the

Group have adequate resources to continue in operational

existence for the foreseeable future. Therefore, they continue to

adopt the going concern basis of preparing the financial

statements, as detailed in the Directors’ report (page 127) and

viability statement (page 73).

In assessing the Group’s ability to continue in its capacity as a going

concern, the Board and the Executive Directors of the Group

considered:

• The impact of conflict in Ukraine and the macro-inflationary

backdrop on investment performance

• The impact on the Group’s fee income. Specifically,

performance-related revenue, as part of this assessment the

Group performed additional sensitivity analysis around

performance fees and the impact this would have on overall fee

income. This is discussed in note 3

• The adequacy of the Group’s capital and liquidity and potential

shortfalls in access to capital. As at 31 March 2023 the Group

has available liquidity of £1.1bn, including £550m of undrawn

debt facilities. The macro-economic stress scenarios were in

line with those used in the Internal Capital Adequacy and Risk

Assessment (‘ICARA’) stress test and are discussed in the

viability statement on page 73

• The operational resilience of the Group’s critical functions and

key service providers to maintain risk management and

compliance, including IT, finance, treasury and operations

• The regulatory and legal environment and any potential

conduct risks which could arise

• The appropriateness of valuation techniques applied to

determine the fair value of investments that are not quoted in

an active market. This is discussed further in note 5

• Those entities which are not controlled by the Group but where

the Group has a joint venture relationship or has significant

influence over an associate and whether they have the ability to

continue as a going concern. These risks have been captured in

the Group’s overall fair value assessments of the underlying

assets described in note 5

The Directors have concluded based on the above assessment that

the preparation of the financial statements on a going concern

basis, to 30 November 2024, an 18 month period from the date of

signing of the financial statements, continues to be appropriate.

151ICG | ANNUAL REPORT & ACCOUNTS 2023

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.

IFRS/IAS

Accounting periods

commencing on or after

IAS 8 Definition of Accounting

Estimates

1 January 2023

IAS 1 and IFRS

Practice

Statement 2

Disclosure of Accounting

Policies

1 January 2023

IAS 12 Deferred Tax related to Assets

and Liabilities arising from a

Single Transaction

1 January 2023

IAS 1 Classification of Liabilities as

Current or Non-current

1 January 2024

IFRS 16 Lease Liability in a Sale and

Leaseback

1 January 2024

Changes in significant accounting policies

No changes to significant accounting policies were implemented.

Group restatements

The Group has restated the Consolidated Statement of Financial

Position and Consolidated Statement of Changes in Equity as a

result of the reversal of an allocation of retained earnings to non-

controlling interest. As a result of the reversal the following has

been restated:

a. Retained Earnings increased by £25.1m from £1,688.9m to

£1,714.0m; and

b. Non-controlling interest reduced by £25.1m from £55.1m to

£30.0m.

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

31 March 2023

Year ended

31 March 2022

Type of contract/service

£m £m

Management fees

481.6 429.4

Other income 2.0 4.6

Fee and other operating income 483.6 434.0

1. Included within management fees is £22.4m (2022: £57.5m) of performance

related fees.

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 o

f £459.2m (2022: £371.9m) are charged in arrears

and are recognised in the period services are performed.

Performance-related management fees (performance fees) are

recognised only to the extent it is highly probable that there will

not be a significant reversal of the revenue recognised in the

future. This is generally towards the end of the contract period or

upon early liquidation of a fund. The estimate of performance fees

is made with reference to the liquidation profile of the fund, which

factors in portfolio exits and timeframes. For certain funds the

estimate of performance fees is made with reference to specific

requirements. A constraint is applied to the estimate to reflect

uncertainty of future fund performance. Performance fees of

£22.4m (2022: £57.5m) have been recognised in the year.

Performance fees 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.

Critical judgement

A critical judgement for the Group is whether performance fees

will meet their expected performance conditions within the

expected timeframes. The Group bases its assessment on the best

available information pertaining to the funds and the activity of the

underlying assets within that fund. The valuation of the underlying

assets within a fund will be subject to fluctuations in the future,

including the impact of macroeconomic factors outside the

Group’s control. The information on which this judgement is based

is the liquidation NAV of the relevant funds (which are subject to

annual audit).

The Directors base their projected views on a 24-month look-

forward basis, the ‘forecast period’, from the year end. The

Directors believe they have a reasonable basis on which to judge

expected exits and value within a 24-month horizon, but not

beyond that.

Within this forecast period, the Directors will consider funds that

have either reached their hurdle rate or are expected to reach the

hurdle rate in the forecast period. In determining whether a fund is

expected to reach the hurdle rate, the key inputs are the latest

expected repayment dates of the underlying assets and expected

proceeds on realisation, as approved by the Fund Investment

Committees.

Where the hurdle date is expected to be reached within 24 months

of the year end but performance fees are not yet paid, a constraint

will be applied within the determination of the performance fee

receivable. Application of the constraint limits the revenue

recognised. This is assessed on a case-by-case basis.

The weighted-average constraint at the reporting date

is 43%

(2022: 46%). If the average constraint were to increase by 10

percentage points to 53% (2022: 56%) this would result in a

reduction in revenue of £1.13m (2022: £0.62m). Conversely, a

10% decrease in constraint would result in an increase in revenue

of £1.13m (2022: £0.55m) being recognised in the income

statement. In certain limited circumstances performance fees

received may be subject to clawback provisions if the performance

of the fund deteriorates materially following the receipt of

performance fees.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

152 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 recognises the fair value movement on any

associated hedging derivatives and incurs the majority of the Group’s costs in delivering these services, including the cost of the

investment teams and the cost of support functions, primarily marketing, operations, information technology and human resources.

The IC is charged a management fee of 1% of the carrying value of the average balance sheet investment portfolio by the FMC and this is

shown below as the Inter-segmental fee. It recognises the fair value movement on any associated hedging derivatives. The costs of

finance, treasury and legal teams, and other Group costs primarily related to being a listed entity, are allocated to the IC. The

remuneration of the Executive Directors is allocated equally to the FMC and the IC.

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

following pages.

Year ended 31 March 2023 Year ended 31 March 2022

FMC IC

Reportable

segments Total FMC IC

Reportable

segments Total

£m £m £m £m £m £m

External fee income 501.0 2.6 503.6 448.7 0.5 449.2

Inter-segmental fee 25.0 (25.0) — 24.8 (24.8) —

Other operating income 0.5 1.7 2.2 1.7 2.1 3.8

Fund management fee income 526.5 (20.7) 505.8 475.2 (22.2) 453.0

Net investment returns — 102.3 102.3 — 485.7 485.7

Dividend income 40.2 — 40.2 38.0 — 38.0

Net fair value loss on derivatives (26.8) 16.8 (10.0) (0.4) (11.8) (12.2)

Total revenue 539.9 98.4 638.3 512.8 451.7 964.5

Interest income — 13.9 13.9 — — —

Interest expense (2.2) (61.8) (64.0) (1.7) (50.5) (52.2)

Staff costs (85.0) (20.0) (105.0) (76.0) (16.7) (92.7)

Incentive scheme costs (92.2) (59.6) (151.8) (87.2) (82.5) (169.7)

Other administrative expenses (49.8) (23.5) (73.3) (61.7) (19.4) (81.1)

Profit before tax and discontinued operations 310.7 (52.6) 258.1 286.2 282.6 568.8

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

adopted IAS

Included in the following tables are statutory adjustments made to the following:

• All income generated from the balance sheet investment portfolio is presented as net investment returns for reportable segments

purposes, whereas under UK-adopted IAS it is presented within gains on investments and other operating income.

• The structured entities controlled by the Group are presented as fair value investments for reportable segments (APM), whereas the

statutory financial statements present these entities on a consolidated basis under UK-adopted IAS. The impact of this consolidation

on profit before tax is shown in the table on the following page.

• The warehouse funds, their investments and other current assets within controlled entities are presented as fair value investments for

reportable segments (APM), whereas the statutory financial statement present these entities on a consolidated basis under UK-

adopted IAS. The impact of this consolidation is disclosed within ‘Gain/(loss) after tax from discontinued operations’ on the following

page with further detail in note 29.

153ICG | ANNUAL REPORT & ACCOUNTS 2023

4. Segmental reporting continued

Consolidated income statement

Reportable

segments

Consolidated

entities

Financial

statements

Year ended 31 March 2023

£m £m £m

Fund management fee income 503.6 (22.0) 481.6

Other operating income 2.2 (0.2) 2.0

Fee and other income 505.8 (22.2) 483.6

Dividend income 40.2 (40.2) —

Net fair value loss on derivatives (10.0) (7.1) (17.1)

Finance income/(loss) 30.2 (47.3) (17.1)

Net investment returns/gains on investments 102.3 70.2 172.5

Total revenue 638.3 0.7 639.0

Other income 13.9 1.6 15.5

Finance costs (64.0) (0.6) (64.6)

Staff costs (105.0) (0.1) (105.1)

Incentive scheme costs (151.8) 0.2 (151.6)

Other administrative expenses (73.3) (13.3) (86.6)

Administrative expenses (330.1) (13.2) (343.3)

Share of results of joint ventures accounted for using equity method — 4.4 4.4

Profit before tax and discontinued operations 258.1 (7.1) 251.0

Tax charge (28.8) (0.6) (29.4)

Profit after tax from discontinued operations — 56.8 56.8

Profit after tax and discontinued operations 229.3 49.1 278.4

Reportable

segments

Consolidated

entities

Financial statements

Year ended 31 March 2022

£m £m £m

Fund management fee income 449.2 (19.8) 429.4

Other operating income 3.8 0.8 4.6

Fee and other income 453.0 (19.0) 434.0

Dividend income 38.0 (38.0) —

Net fair value gain/(loss) on derivatives (12.2) 4.8 (7.4)

Finance income/(loss) 25.8 (33.2) (7.4)

Net investment returns/gains on investments 485.7 69.8 555.5

Total revenue 964.5 17.6 982.1

Finance costs (52.2) (0.9) (53.1)

Staff costs (92.7) 0.3 (92.4)

Incentive scheme costs (169.7) — (169.7)

Other administrative expenses (81.1) (19.9) (101.0)

Administrative expenses (343.5) (19.6) (363.1)

Share of results of joint ventures accounted for using equity method — (0.5) (0.5)

Profit before tax and discontinued operations 568.8 (3.4) 565.4

Tax charge (30.8) (0.3) (31.1)

Loss after tax from discontinued operations — (9.2) (9.2)

Profit after tax and discontinued operations 538.0 (12.9) 525.1

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

154 ICG | ANNUAL REPORT & ACCOUNTS 2023

4. Segmental reporting continued

Consolidated statement of financial position

2023

Reportable

segments

Consolidated

entities

Financial

statements

Year ended 31 March 2023

£m £m £m

Non-current financial assets

2,642.2 4,402.8 7,045.0

Other non-current assets 158.4 6.0 164.4

Cash 550.0 407.5 957.5

Current financial assets 282.4

(264.1)

18.3

Other current assets 243.7 623.6 867.3

Total assets 3,876.7 5,175.8 9,052.5

Non-current financial liabilities 1,558.0 4,573.4 6,131.4

Other non-current liabilities 104.5 2.1 106.6

Current financial liabilities 79.1 — 79.1

Other current liabilities 157.7 532.5 690.2

Total liabilities 1,899.3 5,108.0 7,007.3

Equity 1,977.4 67.8 2,045.2

Total equity and liabilities 3,876.7 5,175.8 9,052.5

2022

Reportable

segments

Consolidated

entities

Financial statements

Year ended 31 March 2022

£m £m £m

Non-current financial assets

2,728.4 4,246.0 6,974.4

Other non-current assets 193.3 4.0 197.3

Cash 761.5 230.3 991.8

Current financial assets 126.4 10.9 137.3

Other current assets 193.2 378.5 571.7

Total assets 4,002.8 4,869.7 8,872.5

Non-current financial liabilities 1,507.4 4,364.7 5,872.1

Other non-current liabilities 91.2 0.3 91.5

Current financial liabilities 256.4 104.6 361.0

Other current liabilities 152.8 393.3 546.1

Total liabilities 2,007.8 4,862.9 6,870.7

Equity 1,995.0 6.8 2,001.8

Total equity and liabilities 4,002.8 4,869.7 8,872.5

155ICG | ANNUAL REPORT & ACCOUNTS 2023

4. Segmental reporting continued

Consolidated statement of cash flows

2023

Reportable

segments

Consolidated

structured entities Financial Statements

£m £m £m

Profit/(loss) before tax from continuing operations

258.1 (7.1) 251.0

Adjustments for non cash items:

Fee and other operating (income)/expense

(505.8) 22.2 (483.6)

Net investment returns

(102.3) (70.2) (172.5)

Net fair value loss on derivatives

34.9 — 34.9

Impact of movement in foreign exchange rates

(24.9) 7.1 (17.8)

Interest income

(13.9) (1.6) (15.5)

Interest expense

64.0 0.6 64.6

Depreciation, amortisation and impairment of property, equipment and intangible assets

18.2 — 18.2

Share-based payment expense

39.5 — 39.5

Working capital changes:

(Increase)/Decrease in trade receivables

(48.3) 36.3 (12.0)

Decrease in trade and other payables

(41.3) (155.6) (196.9)

Change in disposal groups held for sale

— (8.8) (8.8)

(321.8) (177.1) (498.9)

Proceeds from sale of current financial assets and disposal groups held for sale

45.5 — 45.5

Purchase of current financial assets and disposal groups held for sale

(211.9) — (211.9)

Purchase of investments

(453.8) (966.4) (1,420.2)

Proceeds from sales and maturities of investments

689.4 1,032.8 1,722.2

Interest and dividend income received

106.8 256.0 362.8

Fee and other operating income received

573.3 14.6 587.9

Interest paid

(63.5) (199.9) (263.4)

Cash flow generated from/(used in) operations 363.9 (39.9) 324.0

Taxes paid

(32.4) — (32.4)

Net cash flows from/(used in) operating activities 331.5 (39.9) 291.6

Investing activities

Purchase of intangible assets

(4.7) — (4.7)

Purchase of property, plant and equipment

(6.5) — (6.5)

Net cashflow from derivative financial instruments

(58.8) — (58.8)

Cashflow as a result of acquisition of subsidiaries

— 200.8 200.8

Net cash flows (used in)/from investing activities (70.0) 200.8 130.8

Financing activities

Purchase of Own Shares

(38.9) — (38.9)

Payment of principal portion of lease liabilities

(6.8) — (6.8)

Repayment of long-term borrowings

(194.6) — (194.6)

Dividends paid to equity holders of the parent

(236.4) — (236.4)

Net cash flows used in financing activities (476.7) — (476.7)

Net (decrease)/increase in cash and cash equivalents (215.2) 160.9 (54.3)

Effects of exchange rate differences on cash and cash equivalents

3.7 16.3 20.0

Cash and cash equivalents at 1 April

761.5 230.3 991.8

Cash and cash equivalents at 31 March 550.0 407.5 957.5

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

156 ICG | ANNUAL REPORT & ACCOUNTS 2023

4. Segmental reporting continued

2022

Reportable segments

Consolidated

structured entities Financial Statements

£m

£m £m

Profit/(loss) before tax from continuing operations 568.8

(3.4)

565.4

Adjustments for non cash items:

Fee and other operating (income)/expense

(453.0) 19.0 (434.0)

Net investment returns

(485.7) (69.8) (555.5)

Net fair value loss/(gains) on derivatives

12.1 (4.8) 7.3

Impact of movement in foreign exchange rates

0.1 — 0.1

Interest expense

52.2 0.9 53.1

Depreciation, amortisation and impairment of property, equipment and intangible assets

19.5 — 19.5

Share-based payment expense 29.6 0 29.6

Working capital changes:

Increase in trade receivables

(21.5) (11.0) (32.5)

Increase/(Decrease) in trade and other payables

35.5 (62.9) (27.4)

(242.4) (132.0) (374.4)

Proceeds from sale of current financial assets and disposal groups held for sale

185.2 — 185.2

Purchase of current financial assets and disposal groups held for sale

(204.0) — (204.0)

Purchase of investments

(748.3) (2,784.5) (3,532.8)

Proceeds from sales and maturities of investments

958.8 2,785.0 3,743.8

Interest and dividend income received

100.3 159.5 259.8

Fee and other operating income received

387.8 5.2 393.0

Interest paid

(55.7) (127.6) (183.3)

Cash flow generated from/(used in) operations 381.8 (94.5) 287.3

Taxes paid

(43.9) — (43.9)

Net cash flows from/(used in) operating activities 337.9 (94.5) 243.4

Investing activities

Purchase of intangible assets

(4.3) — (4.3)

Purchase of property, plant and equipment

(3.5) — (3.5)

Net cashflow from derivative financial instruments

17.3 5.1 22.4

Cashflow as a result of acquisition of subsidiaries

1.6 29.3 30.9

Net cash flows from investing activities 11.1 34.4 45.5

Financing activities

Purchase of Own Shares

(20.9) — (20.9)

Payment of principal portion of lease liabilities

(4.1) — (4.1)

Proceeds from borrowings

413.5 — 413.5

Repayment of long-term borrowings

(111.5) — (111.5)

Dividends paid to equity holders of the parent

(165.7) — (165.7)

Net cash flows from financing activities 111.3 — 111.3

Net increase/(decrease) in cash and cash equivalents

460.2 (60.0) 400.2

Effects of exchange rate differences on cash and cash equivalents

4.4 6.0 10.4

Cash and cash equivalents at 1 April

296.9 284.3 581.2

Cash and cash equivalents at 31 March 761.5 230.3 991.8

157ICG | ANNUAL REPORT & ACCOUNTS 2023

4. Segmental reporting continued

Geographical analysis of non-current financial assets at fair value

Year ended

31 March 2023

Year ended

31 March 2022

Asset Analysis by Geography

£m £m

Europe 3,730.3 3,613.8

Asia Pacific 247.2 244.0

North America 3,059.1 3,115.3

Total 7,036.6 6,973.1

Geographical analysis of Group revenue

Year ended

31 March 2023

Year ended

31 March 2022

Income Analysis by Geography

£m £m

Europe 415.3 693.3

Asia Pacific 58.6 84.0

North America 165.1 204.8

Total 639.0 982.1

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. 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.

Where the Group holds investments in a number of financial instruments such as debt and equity in a portfolio company, the Group

views their entire investment as a unit of account for valuation purposes. Industry standard valuation guidelines such as the

International Private Equity and Venture Capital (’IPEV’) Valuation Guidelines - December 2022, allow for a level of aggregation where

there are a number of financial instruments held within a portfolio company.

Recognition of financial assets

When the Group invests in the capital structure of a portfolio company, these assets are initially recognised and subsequently measured

at fair value, and transaction costs are recognised in the consolidated income statement immediately.

Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when substantially all

the risks and rewards of ownership of the asset are transferred to another party. On derecognition of a financial asset in its entirety, the

difference between the asset’s carrying value amount and the sum of the consideration received and receivable, is recognised in profit or

loss.

Key sources of estimation uncertainty on financial assets

Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable, willing parties in an arm’s

length transaction at the reporting date. The fair value of investments is based on quoted prices, where available. Where quoted prices

are not available, the fair value is estimated in line with IFRS and industry standard valuation guidelines such as IPEV for direct

investments in portfolio companies, and the Royal Institute of Chartered Surveyors Valuation – Global Standards 2020 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 164.

Given the subjectivity of investments in private companies, senior and subordinated notes of Collateralised Loan Obligation vehicles

and investments in investment property, these are key sources of estimation uncertainty, and as such the valuations are approved by the

relevant Fund Investment Committees and Group Valuation Committee. The unobservable inputs relative to these investments are

further detailed below.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

158 ICG | ANNUAL REPORT & ACCOUNTS 2023

5. Financial assets and liabilities continued

Fair value measurements recognised in the statement of financial position

The information set out below provides information about how the Group and Company determines fair values of various financial assets

and financial liabilities, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for

the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not

based on observable market data (i.e. unobservable inputs)

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

As at 31 March 2023 As at 31 March 2022

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

7.2 1.8 2,144.3 2,153.3 9.8 — 2,112.9 2,122.7

Investments in loans held within structured

entities controlled by the Group

— 4,101.4 567.7 4,669.1 — 4,467.4 145.2 4,612.6

Derivative assets — 22.0 — 22.0 — 138.6 — 138.6

Investment in private companies

— — 100.4 100.4 — — 122.7 122.7

Investment in public companies

5.1 — — 5.1 0.4 — — 0.4

Senior and subordinated notes of CLO vehicles

— 105.8 7.5 113.3 — 105.6 9.1 114.7

Disposal groups held for sale

— — 163.2 163.2 12.7 — 89.2 101.9

Total assets 12.3 4,231.0 2,983.1 7,226.4 22.9 4,711.6 2,479.1 7,213.6

Financial Liabilities

Liabilities of consolidated credit funds

— (4,508.0) (64.7) (4,572.7) — (4,130.1) (234.6) (4,364.7)

Derivative liabilities

— (15.7) — (15.7) — (156.3) — (156.3)

Disposal groups held for sale

— — — — — — (5.0) (5.0)

Total liabilities — (4,523.7) (64.7) (4,588.4) — (4,286.4) (239.6) (4,526.0)

1. Level 3 Investments in or alongside managed funds includes £47.8m senior debt (2022: £41.1m), £1,319.8m subordinated debt and equity (2022: £1,487.7m), £284.5m of real

estate assets (2022: £215.1m), and £492.2m private equity secondaries (2022: £369.0m).

2. Level 3 Investment in private companies includes £91.3m subordinated debt and equity (2022: £96.2m) and £9.1m of real estate assets (2022: £26.5m).

159ICG | ANNUAL REPORT & ACCOUNTS 2023

5. Financial assets and liabilities continued

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 2023 As at 31 March 2022

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

7.2 — 171.6 178.8 110.7 — 160.7 271.4

Derivative assets — 22.0 — 22.0 — 40.0 — 40.0

Investment in private companies — — 86.1 86.1 12.7 — 158.9 171.6

Senior and subordinated notes of CLO vehicles — — 23.8 23.8 — — 0.2 0.2

Total assets 7.2 22.0 281.5 310.7 123.4 40.0 319.8 483.2

Financial Liabilities

Derivative liabilities — 15.7 — 15.7 — 56.7 — 56.7

Total liabilities — 15.7 — 15.7 — 56.7 — 56.7

Valuations

Valuation process

The Group Valuation Committee ('GVC') oversees the valuation processes and provides independent review of the methodologies,

models and assumptions used to value the Level 3 assets and liabilities, in accordance with the principles and guidelines set out in the

Group Valuation Policy, and to assess the reasonableness of the resulting fair value measurement. The GVC reviewed valuations 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 Investment Committees (‘IC’s).

Valuation methodologies are identified for each category of Level 3 assets, based on the specific characteristics of each asset and liability

and considering factors such as the nature, complexity, and risk profile of the investment. Each asset is attributable to a fund or

investment strategy managed by the Group.

The IC of that fund or strategy is responsible for the review, challenge, and approval of the related funds’ valuations of the assets

managed by that strategy investment team. Sources of the valuation include the ICG investment team, third-party valuation services and

third-party fund administrators. The IC provides those valuations to the Group, as an investor in the fund assets.

The IC is also responsible for escalating significant events regarding the valuation to the Group (as an investor in the fund assets), e.g.

change in valuation methodologies, potential impairment events, material judgements etc.

The table in page 164 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 and ask price for short 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 considers 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

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

160 ICG | ANNUAL REPORT & ACCOUNTS 2023

5. Financial assets and liabilities continued

Investment in private companies

The Group takes debt and equity stakes in private 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 cashflow (‘DCF’) approach. Fair value is determined by discounting the expected future cashflows of

the portfolio company to the present value. Various assumptions are utilised as inputs, such as terminal value and the appropriate

discount rate to apply. Typically, the DCF is then calibrated alongside a market comparable companies approach. Alternate valuation

techniques may be used where there is a recent offer or a recent comparable market transaction, which may provide an observable

market price and an approximation to fair value of the private company. The Group classified these assets as Level 3.

Investment in public companies

Quoted investments are held at the last traded bid price on the reporting date. When a purchase or sale is made under contract, the terms

of which require delivery within the timeframe of the relevant market, the contract is reflected on the trade date.

Investment in loans held in consolidated structured entities

The loan asset portfolios of the consolidated structured entities are valued using observable inputs such as recently executed transaction

prices in securities of the issuer or comparable issuers and from independent loan pricing sources. To the extent that the significant inputs

are observable the Group classifies these assets as Level 2 and other assets are classified as Level 3. Level 3 assets are valued using a

discounted cashflow technique and the key inputs under this approach are detailed on page 164.

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 cashflows, including

under stressed scenarios, over the life of the CLOs. Unobservable inputs are used in determining the fair value of subordinated notes,

which are therefore classified as Level 3 instruments. Observable inputs are used in determining the fair value of senior notes and these

instruments are therefore classified as Level 2.

Liabilities of consolidated credit funds

Rated debt liabilities of consolidated CLOs are generally valued at par plus accrued interest, which we assess as fair value, as evidenced by

the general availability of market prices and discounting spreads for rated debt liabilities of CLOs. This is consistent with the valuation

approach of the rated debt assets held in the unconsolidated CLOs. 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 CLOs’ underlying loan

asset portfolios. These underlying assets 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 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 estate 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 underlying assets may be a debt instrument or property classified as investment property in accordance with IAS 40

‘Investment Property’. The fair values of the directly held 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 2020. 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 properties are included in Level 3.

161ICG | ANNUAL REPORT & ACCOUNTS 2023

5. Financial assets and liabilities continued

Reconciliation of Level 3 fair value measurements of financial assets

The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement in aggregate.

Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange

gains/(losses) are included within finance costs. Transfers between levels are determined based on the year-end valuation and therefore

take place at the end of the reporting period.

Investment in or

alongside

managed funds

Investment in

loans held in

consolidated

entities

Investment in

private companies

Senior and

subordinated

notes of CLO

vehicles

Disposal groups

held for sale Total

Group

£m £m £m £m £m £m

At 1 April 2022 2,112.9 145.2 122.7 9.1 89.2 2,479.1

Total gains or losses in the income statement

– Net investment return

172.9

(9.6) (21.2) (1.3) (7.1)

133.7

- Foreign exchange 67.4 15.5 13.2 0.5 5.8 102.4

Purchases 416.2 60.2 6.7 — 158.7 641.8

Exit proceeds

(625.1) (100.7) (21.0) (0.8) (23.8) (771.4)

Transfer between levels

— 457.1 — —

(59.6)

397.5

At 31 March 2023 2,144.3 567.7 100.4 7.5 163.2 2,983.1

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

the year. Transfers out of Disposal groups held for sale represented the re-designation of an asset as Investment Property (see note 29)

2. Included within net investment returns are £141.8m of unrealised gains (which includes accrued interest).

Investment in or

alongside

managed funds

Investment in

loans held in

consolidated

entities

Investment in

private companies

Senior and

subordinated

notes of CLO

vehicles

Disposal groups

held for sale Total

Group

£m £m £m £m £m £m

At 1 April 2021 1,802.1 168.6 234.6 27.2 57.4 2,289.9

Total gains or losses in the income statement

– Net investment return

455.9

(10.8) 17.7 (5.2) 6.3 463.9

- Foreign exchange 2.7

— 4.5 0.5 0.7 8.4

Purchases 680.4 54.8 0.4 13.2 106.9 855.7

Exit proceeds

(824.2) (37.6) (134.5) (26.6) (82.1) (1,105.0)

Transfer between levels

(4.0) (29.8) — — — (33.8)

At 31 March 2022 2,112.9 145.2 122.7 9.1 89.2 2,479.1

1. During the year certain assets in Investments in or alongside managed fund and Investments in loans held in consolidated entities were reassessed from Level 3 and these

changes are reported as a transfer in the year

2. Included within net investment returns are £439.7m of unrealised gains (which includes accrued interest)

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

162 ICG | ANNUAL REPORT & ACCOUNTS 2023

5. Financial assets and liabilities continued

Investment in or

alongside

managed funds

Investment in

private companies

Senior and

subordinated

notes of CLO

vehicles Total

Company

£m £m £m £m

At 1 April 2022 160.7 158.9 0.2 319.8

Total gains or losses in the income statement

– Net investment return 3.1 10.1

(0.2)

13.0

– Foreign exchange 5.9 18.6 — 24.5

Purchases 49.8 120.9 23.8 194.5

Exit proceeds

(47.9) (222.4)

—

(270.3)

At 31 March 2023 171.6 86.1 23.8 281.5

Investment in or

alongside managed

funds

Investment in

private companies

Senior and

subordinated notes

of CLO vehicles Total

Company

£m £m £m £m

At 1 April 2021 176.3 192.8 9.2 378.3

Total gains or losses in the income statement

– Net investment return 7.6 32.0

(9.3) 30.4

– Foreign exchange

(15.3)

4.8

0.3 (10.2)

Purchases 22.2 60.9

— 83.1

Exit proceeds

(30.1) (128.1) — (158.2)

Transfer between levels —

(3.6)

—

(3.6)

At 31 March 2022 160.7 158.9 0.2 319.8

Transfers in and out of Level 3 financial assets were due to changes to the observability of inputs used in the valuation of these assets.

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 costs.

During the year ended 31 March 2023 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.

2023 2022

Financial liabilities

designated as FVTPL

Financial liabilities

designated as FVTPL

Group

£m £m

At 1 April 239.6 268.2

Total gains or losses in the income statement

– Fair value gains (178.2) (31.8)

– Foreign exchange losses 12.8 —

Purchases 23.8 25.9

Disposal groups held for sale (5.0) 5.0

Transfer between levels (28.3) (27.7)

At 31 March 64.7 239.6

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.

163ICG | ANNUAL REPORT & ACCOUNTS 2023

5. Financial assets and liabilities continued

Valuation inputs and sensitivity analysis

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

quantitative sensitivity analysis:

Fair Value Fair Value

Primary Valuation

Technique

Key Unobservable

Inputs Range

Weighted

Average/ Fair

Value Inputs

Sensitivity/

Scenarios

Effect on Fair

Value

31 March 2023

As at

31 March 2023

As at

31 March 2022

Group Assets

£m £m £m

Corporate -

subordinated debt

and equity

1,574.4 1,598.4 Market

comparable

companies

Earnings multiple 5.0x – 29.0x 15.1x '+10% Earnings

multiple

192.5

Discounted cash

flow

Discount rate 7.5% - 26.4% 10.4% '-10% Earnings

multiple

(192.7)

Earnings multiple 6.6x – 19.8x 12.4x

Real Assets 293.6 316.3 Third-party

valuation

N/A N/A N/A +10% Third-

party valuation

29.4

LTV-based

impairment model

N/A N/A N/A -10% Third-

party valuation

(29.4)

Private Equity

Secondaries

492.1 369.0

Third-party

valuation

N/A N/A N/A +10% Third-

party valuation

49.2

-10% Third-

party valuation

(49.2)

Corporate -

Senior debt

47.8 41.1 Discounted cash

flow

Probability of

default

2.0%-5.4% 2.4% Upside case 0.1

Loss given default 25.4% 25.4% Downside case (0.8)

Maturity of loan 3 years 3 years

Effective interest

rate

8.7%-9.5% 8.7%

Subordinated

notes of CLO

vehicles

7.5 9.1 Discounted cash

flow

Discount rate 13.0% - 14.0% 13.5%

Default rate 3% - 4.5% 3.4% Upside case

21.6

Downside case

(23.0)

Prepayment rate % 15% -20% 18.9%

Recovery rate % 75.0% 75.0%

Reinvestment price 99.5% 99.5%

Investments in

loans held in

structured entities

567.7 145.2 Third-party

valuation

N/A N/A N/A +10% Third-

party valuation

56.8

-10% Third-

party valuation

(56.8)

Total assets 2,983.1 2,479.1

Liabilities of

consolidated credit

funds

(64.7) (234.6) Third-party

valuation

N/A N/A N/A +10% Third-

party valuation

(6.5)

-10% Third-

party valuation

6.5

Disposal group

held for sale

— (5.0)

Total liabilities (64.7) (239.6)

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. For investments valued using a DCF methodology (including Infrastructure investments) the imputed earnings multiple is used for this sensitivity analysis.

3. 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 £182.8m (2022:

£174.2m). This value includes investments in CLOs that are not consolidated (2023: £7.5m (2022: £9.1m)) and investments in CLOs which are consolidated (2023: £175.3m

(2022: £165.3m)). The upside case is based on the default rate being lowered to 2.5% p.a. for the next 24 months, keeping all other parameters consistent. The downside case

is based on the default rate being increased over the next 24 months to 6.5% p.a., keeping all other parameters consistent.

4. The effect of fair value across the entire investment portfolio ranges from -£345.4m (downside case) to +£343.0m (upside case) (2022: -£281.0m (downside case) to +

£279.3m (upside case).

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

164 ICG | ANNUAL REPORT & ACCOUNTS 2023

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 and interest rate exposures. Derivatives are recognised at

fair value determined using independent third-party valuations or quoted market prices. Changes in fair values of derivatives are

recognised immediately in Finance loss in the Income Statement.

A derivative with a positive fair value is recognised as a financial asset while a derivative with a negative fair value is recognised as a

financial liability. A derivative is presented as a non-current asset or non-current liability if the remaining maturity of the instrument is

more than 12 months from the reporting date, otherwise a derivative will be presented as a current asset or current liability.

2023 2022

Contract or

underlying principal

amount

Fair values

Contract or

underlying principal

amount

Fair values

Group

Asset Liability Asset Liability

£m £m £m £m £m £m

Cross currency swaps 121.6 7.5 (8.5) 306.1 28.4 (30.1)

Forward foreign exchange contracts (excl those

held in consolidated credit funds) 1,365.1 14.5 (7.2) 1,113.6 4.7 (22.5)

Forward foreign exchange contracts held in

consolidated credit funds — — — 102.6 105.5 (103.7)

Total 1,486.7 22.0 (15.7) 1,522.3 138.6 (156.3)

2023 2022

Contract or

underlying principal

amount

Fair values

Contract or

underlying principal

amount

Fair values

Company

Asset Liability Asset Liability

£m £m £m £m £m £m

Cross currency swaps 121.6 7.5 (8.5) 306.1 28.4 (30.1)

Forward foreign exchange contracts 1,365.1 14.5 (7.2) 1,580.3 11.7 (26.6)

Total 1,486.7 22.0 (15.7) 1,886.4 40.1 (56.7)

The Group holds £8.5m of cash pledged as collateral by its counterparties as at 31 March 2023. As at 31 March 2022 the value of cash

held in margin accounts and therefore pledged as collateral by the Group was £27.0m. The counterparties were: Citigroup Global

Markets Limited, Citibank NA, Lloyds Bank Corporate Markets Plc and ANZ. All the Credit Support Annexes that have been agreed with

our counterparties are fully compliant with European Market Infrastructure Regulation ‘EMIR’.

There was no change in fair value related to credit risk, in relation to derivatives as at 31 March 2023 (31 March 2022: £nil).

Under the relevant International Swaps and Derivatives Association (‘ISDA’) Master Agreements in place with our counterparties, the

close-out netting provision would result in all obligations under a contract with a defaulting party being terminated and there would be a

subsequent combining of positive and negative replacement values into a single net payable or receivable. This reduces the credit

exposure from gross to net.

165ICG | ANNUAL REPORT & ACCOUNTS 2023

6. Cash and cash equivalents

Group Company

2023 2022 2023 2022

£m £m £m £m

Cash and cash equivalents

Cash at bank and in hand 957.5 991.8 409.8 707.1

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying

amount of these assets approximates to their fair value. Cash and cash equivalents at the end of the reporting period as shown in the

consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as shown

above.

The Group’s cash and cash equivalents include £407.5m (2022 : £230.3m) of restricted cash, held principally by structured entities

controlled by the Group. The Group does not have legal recourse to these balances as their sole purpose is to service the interests of the

investors in these structured entities.

In the current year £5.5m cash and cash equivalents were included in disposal groups held for sale (2022: £11.1m) (note 29).

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.

Included within financial liabilities held at amortised cost is the Group’s present value of its future lease payments. 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 at FVTPL are initially recognised and subsequently measured at fair value on a recurring basis with gains or losses

arising from changes in fair value and interest paid on the financial instruments recognised through gains on investments in the income

statement. Interest paid on the financial instruments is included within net gains on investments.

Included within financial liabilities at FVTPL are derivative liabilities and other financial liabilities designated as FVTPL within structured

entities controlled by the Group.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expire.

2023 2022

Interest rate

% Maturity

Current Non-current Current Non-current

Group

£m £m £m £m

Liabilities held at amortised cost

- Private placement 2.02% - 6.25% 2023 - 2029 56.8 604.8 39.2 617.2

- Listed notes and bonds 1.63% - 2.5% 2027 - 2030 2.5 874.9 162.9 836.8

- Unsecured bank debt¹ SONIA +1.40% 2026 (0.8) (1.5) (1.0) (1.7)

Total Liabilities held at amortised cost 58.5 1,478.2 201.1 1,452.3

Other financial liabilities

2.85% - 7.09% 2023 - 2034 5.8 79.6 6.5 52.2

Liabilities held at FVTPL:

- Derivative financial liabilities 14.8 0.9 153.4 2.9

- Structured entities controlled by the Group 0.6% - 9.93% 2030-2036 — 4,572.7 — 4,364.7

79.1 6,131.4 361.0 5,872.1

1. Financial liabilities held at amortised cost within Disposal Groups Held for Sale are disclosed in Note 29.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

166 ICG | ANNUAL REPORT & ACCOUNTS 2023

2023 2022

Interest rate

% Maturity

Current Non-current Current Non-current

Company

£m £m £m £m

Liabilities held at amortised cost

- Private placement 2.02% - 6.25% 2023 - 2029 56.8 604.8 39.2 617.2

- Listed notes and bonds 1.63% - 2.5% 2027 - 2030 2.5 874.9 162.9 836.8

- Unsecured bank debt¹ SONIA +1.40% 2026 (0.8) (1.5) (1.0) (1.7)

Total Liabilities held at amortised cost 58.5 1,478.2 201.1 1,452.3

Other financial liabilities

2.85% - 7.09% 2023 - 2034 4.3 39.3 3.1 44.8

Liabilities held at FVTPL

- Derivative financial liabilities 14.8 0.9 53.6 3.1

77.6 1,518.4 257.8 1,500.2

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

2. Lease liabilities

Other financial liabilities are lease liabilities. 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 11, the Right of Use (‘ROU’) assets and the income from subleasing ROU

assets are in note 18.

The fair value of the Listed notes and bonds, being the market price of the outstanding bonds, is £613.1m (2022: £956.4m) . Private

placements and unsecured bank debt is held at amortised cost which the Group has determined to be the fair value of these liabilities.

Movement in financial liabilities arising from financing activities

The following tables sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during

the year.

Group Company

2023 2022 2023 2022

£m £m £m £m

At 1 April 1,712.1 1,380.1 1,701.3 1,369.8

Proceeds from borrowings — 413.5 — 413.5

Repayment of long term borrowings (194.6) (111.5) (194.6) (111.5)

Payment of principal portion of lease liabilities (6.8) (4.1) (4.1) (3.6)

Establishment of lease liability 33.0 2.1 — 1.4

Net interest movement 1.0 6.2 0.3 5.9

Foreign exchange movement 77.4 25.8 77.4 25.8

At 31 March 1,622.1 1,712.1 1,580.3 1,701.3

8. Finance loss

Accounting policy

Changes in the fair value of derivatives used for economic hedging are recognised as finance income/loss (as appropriate) in the income

statement as incurred.

2023 2022

£m £m

Fair value movements on derivatives

(17.1) (7.4)

167ICG | ANNUAL REPORT & ACCOUNTS 2023

9. Other income

Accounting policy

The Group earns interest on its bank deposits. These amounts are recognised as income on receipt.

2023 2022

£m £m

Interest income on bank deposits 15.5 —

15.5 —

10. 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.

2023 2022

£m £m

Financial assets

Change in fair value of financial instruments designated at FVTPL 167.6 643.1

Financial liabilities

Change in fair value of financial instruments designated at FVTPL 4.9 (87.6)

Net gains arising on investments 172.5 555.5

11. 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. Arrangement

and commitment fees amortised here are included within the carrying value of financial liabilities. Financial liabilities within structured

entities controlled by the Group are accounted for within Net gains and losses arising on investment (see note 10).

Interest expense associated with lease obligations represents the unwinding of the lease liability discount, accounted for in accordance

with IFRS 16 (see note 18).

2023 2022

Finance costs

£m £m

Interest expense recognised on financial liabilities held at amortised cost 57.3 45.4

Arrangement and commitment fees 4.7 5.7

Interest expense associated with lease obligations 2.6 2.0

64.6 53.1

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

168 ICG | ANNUAL REPORT & ACCOUNTS 2023

12. Administrative expenses

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

2023 2022

£m £m

Staff costs 256.7 262.1

Amortisation and depreciation 18.2 18.1

Operating lease expenses 2.8 3.8

Auditor's remuneration 2.3 2.1

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.

2023 2022

£m £m

ICG Group

Audit fees

Group audit of the annual accounts 1.5 1.3

The audit of subsidiaries' annual accounts 0.4 0.5

Total audit fees 1.9 1.8

Non audit fees

Non audit fees in capacity as auditor 0.3 0.2

Other non audit fees 0.1 —

Total non audit fees 0.4 0.2

Total auditor's remuneration incurred by the Group 2.3 2.0

169ICG | ANNUAL REPORT & ACCOUNTS 2023

13. Employees and Directors

Accounting policy

The Deal Vintage Bonus (‘DVB’) scheme forms part of the Group’s Remuneration Policy for investment executives. DVB is reported

within Wages and salaries.

Payments of DVB are made in respect of plan years, which are aligned to the Group’s financial year. Payments of DVB are made only

when the performance threshold for the plan year has been achieved on a cash basis and proceeds are received by the Group. An

estimate of the DVB liability for a plan year is developed based on the following inputs: expected realisation proceeds; expected timing

of realisations; and allocations of DVB to qualifying investment professionals. The Group accrues the estimated DVB cost associated

with that plan year evenly over five years, reflecting the average holding period for the underlying investments. Payments of DVB are

not subject to clawback.

2023 2022

£m £m

Directors’ emoluments

4.9 4.8

Employee costs during the year including Directors:

Wages and salaries

228.7 229.9

Social security costs

20.5 26.2

Pension costs

7.5 6.0

Total employee costs (note 12)

256.7 262.1

The monthly average number of employees (including Executive Directors) was:

Investment Executives 268 244

Marketing and support functions 293 260

Executive Directors 3 3

564 507

ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees of ICG FMC Limited,

Intermediate Capital Group Inc., Intermediate Capital Group SAS, Intermediate Capital Asia Pacific Limited and Intermediate Capital

Group Polska Sp. z.o.o, subsidiaries of ICG plc.

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

The performance related element included in employee costs is £151.6m (2022: £169.7m) 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

97.

In addition, during the year, third-party funds have paid £46.0m (2022: £62.0m) to former employees and £93.4m (2022: £123.2m) to

current employees, including Executive Directors, relating to distributions from investments in carried interest partnerships 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 carried interest partnerships (‘CIPs’) of the funds (see note 28). As these funds and CIPs are not

consolidated, these amounts are not included in the Group’s consolidated income statement.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

170 ICG | ANNUAL REPORT & ACCOUNTS 2023

14. 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.

2023 2022

£m £m

Current tax:

Current year 16.9 37.5

Prior year adjustment (9.7) (3.5)

7.2 34.0

Deferred tax:

Current year 14.1 1.9

Prior year adjustments 8.1 (4.8)

22.2

(2.9)

Tax on profit on ordinary activities 29.4 31.1

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 2023 of 11.7% (2022: 5.5%) is lower than the statutory UK

corporation tax rate of 19%.

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. The Group accounts for future legislative

change, to the extent that is enacted at the reporting date, in its recognition of deferred tax.

171ICG | ANNUAL REPORT & ACCOUNTS 2023

14. Tax expense continued

Notes to the financial statements continued

A reconciliation between the statutory UK corporation tax rate applied to the Group’s profit before tax and the reported effective tax

rate is provided below.

2023 2022

£m £m

Profit on ordinary activities before tax 251.0 565.4

Tax at 19% thereon 47.7 107.4

Effects of

Prior year adjustment to current tax (9.6) (3.5)

Prior year adjustment to deferred tax 8.1 (4.8)

46.2 99.1

Non-taxable and non-deductible items (0.3) (2.5)

Non-taxable investment company income (22.5) (69.6)

Trading income generated by overseas subsidiaries subject to different tax rates

4.0 1.0

Effect of changes in statutory rate changes 2.0 6.4

Release of Luxembourg tax provision — (3.3)

Tax charge for the period 29.4 31.1

Deferred tax

Deferred tax (asset)/liability

Investments

Share based

payments and

compensation

deductible as paid Derivatives

Other temporary

differences Total

Group

£m £m £m £m £m

As at 31 March 2021

11.9 (24.8) 1.2 3.7 (8.0)

Prior year adjustment

5.1 (0.5) — (9.4) (4.8)

Impact of changes to statutory tax rates

8.7 (3.7) (0.2) 1.6 6.4

Charge / (Credit) to equity

— 1.4 — — 1.4

Charge / (Credit) to income

10.4 (10.5) (1.8) (2.6) (4.5)

Movement in Foreign Exchange on retranslation

— — — (0.4) (0.4)

As at 31 March 2022

36.1 (38.1) (0.8) (7.1) (9.9)

Prior year adjustment

2.0 0.2 — 7.4 9.6

Impact of changes to statutory tax rates

0.3 (1.1) 0.4 1.0 0.6

Charge / (Credit) to equity

2.2 3.4 — 5.6

Charge / (Credit) to income

5.2 (0.7) 1.6 8.0 14.1

Movement in foreign exchange on retranslation

— — — (0.4) (0.4)

Reclassification to current tax

— — — (1.7) (1.7)

As at 31 March 2023

45.8 (36.3) 1.2 7.2 17.9

Deferred tax (asset)/liability

Investments

Share based

payments and

compensation

deductible as paid Derivatives

Other temporary

differences Total

Company

£m £m £m £m £m

As at 31 March 2021

7.1 (10.7) 1.2 — (2.4)

Prior year adjustment

(0.1) — — (1.6) (1.7)

Impact of changes to statutory tax rates

2.1 (2.0) (0.2) (0.1) (0.2)

Charge / (Credit) to income

(0.5) 4.5 (1.8) 1.2 3.4

As at 31 March 2022

8.6 (8.2) (0.8) (0.5) (0.9)

Prior year adjustment

— — — 0.6 0.6

Impact of changes to statutory tax rates

0.2 (0.3) 0.4 0.5 0.8

Charge / (Credit) to income

(0.5) 0.2 1.6 1.1 2.4

As at 31 March 2023

8.3 (8.3) 1.2 1.7 2.9

FINANCIAL STATEMENTS CONTINUED

172 ICG | ANNUAL REPORT & ACCOUNTS 2023

14. Tax expense continued

15. Dividends

During the year deferred tax assets that reversed, due to timing differences, were mainly due to the utilisation of tax losses and unpaid

interest expense in the Group’s US business. As set out in the table above in column ‘Share based payments and compensation deductible

as paid’, deferred tax assets at the reporting date were solely 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.

Deferred tax (assets)/liabilities have been accounted for at the applicable tax rates enacted or substantively enacted, in the relevant

jurisdictions at the reporting dated. There are no deferred tax assets recognised on the basis of losses.

In its March 2021 Budget, the UK Government announced that the UK rate of corporation tax would increase from 19% to 25% from 1

April 2023 . This legislative change has been substantively enacted, and has been considered when calculating the closing deferred tax

balances at the reporting date.

The OECD Pillar II proposals for a global minimum tax rate of 15% are due to be implemented from 1 April 2024 (financial year ending 31

March 2025). The Group has performed an impact analysis and does not expect the implementation to be significant. It is expected that

the IASB will treat any impact as a ‘permanent in-the-year'’difference for financial year ending 31 March 2025 onwards.

Accounting policy

Dividends are distributions of profit to holders of Intermediate Capital Group plc’s share capital and as a result are recognised as a

deduction in equity. Final dividends are announced with the Annual Report and Accounts and are recognised when they have been

approved by shareholders. Interim dividends are announced with the Half Year Results and are recognised when they are paid.

2023 2022

Per share pence £m Per share pence £m

Ordinary dividends paid

Final 57.3 164.4 39.0 112.1

Interim 25.3 72.0 18.7 53.6

82.6 236.4 57.7 165.7

Proposed final dividend 52.2 148.8 57.3 162.0

Of the £236.4m (2022: £165.7m) of ordinary dividends paid during the year, £4.3m (2022: £6.0m) were reinvested under the dividend

reinvestment plan offered to shareholders.

173ICG | ANNUAL REPORT & ACCOUNTS 2023

16. Earnings per share

Year ended

31 March 2023

Year ended

31 March 2022

Earnings

£m £m

Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity holders of the

Parent 280.6 526.8

Number of shares

Weighted average number of ordinary shares for the purposes of basic earnings per share 285,613,961 286,759,806

Effect of dilutive potential ordinary share options 3,698,954 4,194,481

Weighted average number of ordinary shares for the purposes of diluted earnings per share 289,312,915 290,954,286

Earnings per share (pence) 98.2p 183.7p

Diluted earnings per share (pence) 97.0p 181.1p

17. 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.

Investment management contracts

Intangible assets with finite useful lives that are acquired separately, including investment management contracts, are carried at cost

less accumulated depreciation and impairment losses. These are measured at cost and are amortised on a straight line basis over the

expected life of the contract (eight years).

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 12.

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.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

174 ICG | ANNUAL REPORT & ACCOUNTS 2023

17. Intangible assets continued

Computer software Goodwill

Investment management contract Total

2023 2022 2023 2022 2023 2022 2023 2022

Group

£m £m £m £m £m £m £m £m

Cost

At 1 April 20.5 20.8 4.3 4.3 26.3 25.5 51.1 50.6

Reclassified

— — — — — (0.3) — (0.3)

Additions 4.7 3.4 — 2.5 — 1.1 4.7 7.0

Derecognised

(0.3) (3.8) — (2.4) (7.1) — (7.4) (6.2)

Exchange differences 0.1 0.1 — (0.1) (0.1) — — —

At 31 March 25.0 20.5 4.3 4.3 19.1 26.3 48.4 51.1

Amortisation

At 1 April 12.4 10.1 — — 21.6 19.0 34.0 29.1

Charge for the year 4.0 6.1 — — 2.7 2.6 6.7 8.7

Derecognised — (3.8) — — (7.2) — (7.2) (3.8)

At 31 March 16.4 12.4 — — 17.1 21.6 33.5 34.0

Net book value 8.6 8.1 4.3 4.3 2.0 4.7 14.9 17.1

1. Goodwill was acquired in the ICG-Longbow Real Estate Capital LLP business combination and represents a single cash generating unit. The recoverable amount of the real

estate cash generating unit is based on fair value less costs to sell where the fair value equates to a multiple of adjusted net income, in line with the original consideration

methodology. The significant headroom on the recoverable amount is not sensitive to any individual assumption.

2. During the prior year, the Group carried out a review of its intangible assets relating to investment management contracts. £0.3m was reclassified from intangible assets to

financial assets.

3. Investment management contracts derecognised represented fully amortised balances.

Computer software Investment management contract Total

2023 2022 2023 2022 2023 2022

Company

£m £m £m £m £m £m

Cost

At 1 April 20.4 20.8 19.9 19.9 40.3 40.7

Additions 3.6 3.4 — — 3.6 3.4

Derecognised (0.2) (3.8) (1.6) — (1.8) (3.8)

At 31 March 23.8 20.4 18.3 19.9 42.1 40.3

Amortisation

At 1 April 12.5 10.2 15.7 13.4 28.2 23.6

Charge for the year 4.0 6.1 2.3 2.3 6.3 8.4

Derecognised — (3.8) (1.6) — (1.6) (3.8)

At 31 March 16.5 12.5 16.4 15.7 32.9 28.2

Net book value 7.3 7.9 1.9 4.2 9.2 12.1

During the financial year ended 31 March 2023, the Group recognised an expense of £0.5m (2022: £0.6m) in respect of research and

development expenditure.

175ICG | ANNUAL REPORT & ACCOUNTS 2023

continued

18. 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 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 leasehold improvements and 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

2023 2022 2023 2022 2023 2022 2023 2022

Group

£m £m £m £m £m £m £m £m

Cost

At 1 April 4.5 3.8 67.7 73.0 11.3 10.6 83.5 87.4

Additions 3.1 0.6 33.8 2.4 3.4 0.7 40.3 3.7

Disposals (0.4) — (11.7) (7.7) — — (12.1) (7.7)

Exchange differences 0.3 0.1 0.2 — — — 0.5 0.1

At 31 March 7.5 4.5 90.0 67.7 14.7 11.3 112.2 83.5

Depreciation

At 1 April 2.9 1.6 18.2 17.7 2.0 1.1 23.1 20.4

Charge for the year 1.4 1.2 9.1 7.3 1.0 0.9 11.5 9.4

Disposals (0.1) 0.1 (10.5) (6.8) — — (10.6) (6.7)

At 31 March 4.2 2.9 16.8 18.2 3.0 2.0 24.0 23.1

Net book value 3.3 1.6 73.2 49.5 11.7 9.3 88.2 60.4

Furniture and equipment ROU asset Leasehold improvements Total

2023 2022 2023 2022 2023 2022 2023 2022

Company

£m £m £m £m £m £m £m £m

Cost

At 1 April 2.8 2.6 50.1 50.9 9.5 8.9 62.4 62.4

Additions 0.3 0.2 — 1.3 0.4 0.6 0.7 2.1

Disposals — — (2.6) (2.1) — — (2.6) (2.1)

At 31 March 3.1 2.8 47.5 50.1 9.9 9.5 60.5 62.4

Depreciation

At 1 April 1.6 0.6 9.8 5.2 1.1 0.3 12.5 6.1

Charge for the year 0.8 1.0 4.0 6.5 0.8 0.8 5.6 8.3

Disposals — — (1.6) (1.9) — — (1.6) (1.9)

At 31 March 2.4 1.6 12.2 9.8 1.9 1.1 16.5 12.5

Net book value 0.7 1.2 35.3 40.3 8.0 8.4 44.0 49.9

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements

176 ICG | ANNUAL REPORT & ACCOUNTS 2023

18. Property, plant and equipment continued

19. Investment property

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 18 above). These leases have terms of between

two and five years. Rental income recognised by the Group during the year was £0.4m (2022: £0.3m). Future minimum rentals

receivable under non-cancellable operating leases as at 31 March are as follows:

2023 2022

Group

£m £m

Within one year

0.4 0.4

After one year but not more than five years

0.8 1.1

At 31 March 1.2 1.5

1. The prior year figures have been re-presented to £0.4m receivable within one year, £1.1m receivable from one to five years.

Accounting policy

The Group holds investment property for the development of the Group’s long-term real assets strategy. Properties are being held with

a purpose to earn rental income and/or for capital appreciation and are not occupied by the Group. IAS 40 Investment Property requires

that the property be measured initially at cost, including transaction costs, and subsequently measured at fair value. The fair value of the

investment properties has 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 2020. A market and income approach was

performed to estimate the fair value of the Group’s investments. These valuation techniques can be subjective and include assumptions

which are not supportable by observable data. Details of the valuation techniques and the associated sensitivities are further disclosed

in note 5.

2023 2022

Group

£m £m

Investment property at fair value

At 1 April 1.5

1.8

Fair value loss

(0.7) (0.3)

At 31 March

0.8 1.5

During the year, the Group held £284.0m (2022: £59.3m) of investment property within disposal groups held for sale (see note 29).

177ICG | ANNUAL REPORT & ACCOUNTS 2023

20. 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 structured entities controlled by the Group include performance fees, which are considered

contract assets under IFRS 15 and will only be received after realisation of the underlying assets, see note 3. 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 non-interest bearing and repayable on demand. Trade and other receivables from Group

entities are considered related party transactions as stated in note 27.

The carrying value of trade and other receivables reported within current assets approximates fair value as these are short-term and do

not contain any significant financing components. The carrying value of trade and other receivables reported within non-current assets

approximates fair value as these do not contain any significant financing components.

The Company has adopted the simplified approach to measuring the loss allowance as lifetime Expected Credit Loss (‘ECL’), as permitted

under IFRS 9. The ECL of trade and other receivables arising from transactions with Group entities or its affiliates are expected to be nil

or close to nil. The assets do not contain any significant financing components, therefore the simplified approach is deemed most

appropriate.

Group Company

2023 2022 2023 2022

£m £m £m £m

Trade and other receivables within structured entities controlled by the Group 43.7 125.3 — —

Trade and other receivables excluding structured entities controlled by the Group 178.3 155.0 33.2 6.9

Amount owed by Group companies — — 169.2 199.4

Prepayments 10.0 2.8 8.1 4.9

Total current trade and other receivables 232.0 283.1 210.5 211.2

Non-current assets

Trade and other receivables excluding structured entities controlled by the Group 37.1 91.1 7.6 7.4

Amounts owed by Group companies — — 758.7 566.7

Total non-current trade and other receivables 37.1 91.1 766.3 574.1

Non-current trade and other receivables excluding structured entities controlled by the Group comprises performance-related fees (see

note 3).

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

178 ICG | ANNUAL REPORT & ACCOUNTS 2023

21. Trade and other payables

Accounting policy

Trade and other payables are held at amortised cost and represent amounts the Group is due to pay in the normal course of business.

Other payables in the table below relate principally to unsettled trades on the purchase of financial assets within structured entities

controlled by the Group. Accruals represent costs, including remuneration, that are not yet billed or due for payment, but for which the

goods or services have been received. Amounts owed to Group companies are non-interest bearing and 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 27.

Key sources of estimation uncertainty on trade and other payables excluding structured entities controlled by the Group.

Payables related to the DVB scheme (see note 13 ) are critical estimates based on the expected realisation proceeds; expected timing of

realisations; and allocations of DVB to executives.

Group Company

2023 2022 2023

2022

£m £m £m £m

Trade and other payables within structured entities controlled by the Group 328.1 293.4 — —

Trade and other payables excluding structured entities controlled by the Group 140.2 138.7 121.2 114.2

Amounts owed to Group companies — — 1,035.0 1,038.6

Social security tax 3.1 2.3 2.5 2.7

Total current trade and other payables 471.4 434.4 1,158.7 1,155.5

Non-current liabilities

Trade and other payables excluding structured entities controlled by the Group

71.1 76.4 71.3 76.4

Total non-current trade and other payables 71.1 76.4 71.3 76.4

Current trade and other payables excluding structured entities controlled by the Group includes £31.4m (2022: £69.4m) in respect of

DVB, (see note 13) and non-current Trade and other payables excluding structured entities controlled by the Group is entirely comprised

of amounts payable in respect of DVB (2022: all DVB).

22. 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 69. The

Group has exposure to market risk (including exposure to interest rates and foreign currency), liquidity risk and credit risk arising from

financial instruments.

Interest rate risk

The Group’s assets include both fixed and floating rate loans and non-interest-bearing equity investments.

The Group’s operations are financed with a combination of its shareholders’ funds, bank borrowings, private placement notes, public

bonds, and fixed and floating rate notes. The Group manages its exposure to market interest rate movements by matching, to the extent

possible, the interest rate profiles of assets and liabilities and by using derivative financial instruments.

The sensitivity of floating rate financial assets to a 100 basis points interest rate increase is £56.5m (2022: £55.5m) and to a decrease is

£(56.5)m (2022: £(55.5)m). The sensitivity of financial liabilities to a 100 basis point interest rate increase is £47.1m (2022: £46.0m) and

to a decrease is £(47.1)m (2022: £(46.0)m). These amounts would be reported within Net gains on investments. There is an indirect

exposure to interest rate risk through the impact on the performance of the portfolio companies of the funds that the Group has invested

in, and therefore the fair valuations. There is no interest rate risk exposure on fixed rate financial assets or liabilities.

179ICG | ANNUAL REPORT & ACCOUNTS 2023

22. Financial risk management continued

Notes to the financial statements continued

Exposure to interest rate risk

2023 2022

Floating Fixed Total Floating

Fixed

Total

Group

£m £m £m £m £m £m

Financial assets (excl investments in loans held in

consolidated entities) 744.4 3,049.1 3,793.5 995.2 2,719.1 3,714.3

Investments in loans held in consolidated entities 4,901.1 253.9 5,155.0 4,599.7 479.5 5,079.2

Financial liabilities (excl borrowings and loans held in

consolidated entities) — (1,929.2) (1,929.2) — (1,892.1) (1,892.1)

Borrowings and loans held in consolidated entities (4,706.6) (371.5) (5,078.1) (4,604.1) (374.5) (4,978.6)

938.9 1,002.3 1,941.2 990.8 932.0 1,922.8

1. The prior year has been re-presented, the Group previously reported £889.6m of floating rate financial assets and £2,824.7m of fixed rate financial assets, an increase of

£105.6m and a decrease of £105.6m respectively.

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 market 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 normally hedge the

translation effect of exchange rate movements on the financial statements of these businesses.

The Group is also exposed to currency risk arising on the translation of fund management fee income receipts, which are primarily

denominated in euro and US dollar.

The effect of fluctuations in other currencies is considered by the Directors to be insignificant in the current and prior year. The net

assets/(liabilities) by currency and the sensitivity of the balances to a strengthening of foreign currencies against sterling are shown

below:

Market risk - Foreign exchange risk

2023

Net statement of

financial Position

exposure

Forward exchange

contracts Net exposure

Sensitivity to

strengthening

Increase in net

assets

£m £m £m % £m

Sterling 726.8 772.7 1,499.5 —

Euro 552.0 (259.3) 292.7 15 % 43.9

US dollar 564.5 (324.9) 239.6 20 % 47.9

Other currencies 195.6 (182.2) 13.4 10-25% —

2,038.9 6.3 2,045.2 — 91.8

2022

Net statement of

financial Position

exposure

Forward exchange

contracts Net exposure

Sensitivity to

strengthening

Increase in net

assets

£m £m £m % £m

Sterling 688.1 1,057.9 1,746.0 — —

Euro 718.1 (624.3) 93.8 15 % 14.1

US dollar 326.9 (251.0) 75.9 20 % 15.2

Other currencies 207.4 (200.3) 7.1 10-25% —

1,940.5 (17.7) 1,922.8 — 29.3

The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease in net assets.

FINANCIAL STATEMENTS CONTINUED

180 ICG | ANNUAL REPORT & ACCOUNTS 2023

22. 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 26 for outstanding commitments). Funds typically have a 10-year contractual life. The Group

manages its liquidity risk by maintaining headroom on its financing facilities, particularly its bank facilities.

The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and

interest payments. Future interest and principal cash flows have been calculated based on exchange rates and floating rate interest rates

as at 31 March 2023. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March 2023

until contractual maturity. Included in financial liabilities are contractual interest payments. All financial liabilities, excluding structured

entities controlled by the Group, are held by the Company.

Liquidity profile

Contractual maturity analysis

Less than one year One to two years Two to five years

More than five

years Total

As at 31 March 2023

£m £m £m £m £m

Financial liabilities

Private placements 78.2 273.5 282.2 106.7 740.6

Listed notes and bonds 18.1 18.1 486.8 461.5 984.5

Debt issued by controlled structured entities 176.3 204.6 2,430.4 3,748.0 6,559.3

Derivative financial instruments (1.6) (3.1) (4.4) 0.0 (9.1)

Other financial liabilities 8.5 11.3 32.0 46.1 97.9

279.5 504.4 3,227.0 4,362.3 8,373.2

Other financial liabilities are lease liabilities.

As at 31 March 2023 the Group has liquidity of £1,099.9m (2022: £1,311.5m) which consists of undrawn debt facility of £550m (2022:

£550m) and £549.9m (2022: £761.5m) of unencumbered cash. Unencumbered cash excludes £407.6m (2022: £230.3m) of restricted

cash held principally by structured entities controlled by the Group.

Contractual maturity analysis

Less than one year One to two years Two to five years More than five years Total

As at 31 March 2022

£m £m £m £m £m

Financial liabilities

Private placements 59.1 76.1 519.2 105.3 759.8

Listed notes and bonds 185.4 17.4 473.1 452.6 1,128.4

Debt issued by controlled structured entities 499.9 79.7 239.2 4,656.5 5,475.3

Derivative financial instruments 22.1 (2.5) (4.7) 0.0 14.9

Other financial liabilities

8.4 7.8 21.4 28.9 66.5

774.9 178.5 1,248.2 5,243.3 7,445.0

1. Disclosure now includes liquidity profile of Other Financial Liabilities and the prior year has been re-presented accordingly.

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.

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 policy to diversify its investment portfolio in terms of geography and industry sector and to limit the

amount invested in any single company.

The Group is exposed to credit risk through its financial assets (see note 5) and investment in joint ventures reported at fair value.

181ICG | ANNUAL REPORT & ACCOUNTS 2023

22. Financial risk management continued

Exposure to credit risk

Group Company

2023 2022 2023 2022

£m £m £m £m

Investment in private companies 267.3 225.0 86.1 171.6

Investment in managed funds 2,153.4 2,122.7 178.8 271.4

Senior and subordinated notes of CLO vehicles 113.3 114.7 23.8 0.2

Investments in loans held within consolidated entities 4,669.1 4,612.6 — —

Derivatives assets 22.0 138.6 22.0 40.0

Investment in joint venture 5.8 2.2 — —

7,230.9 7,215.8 310.7 483.2

The Group manages its operational cash balance by the regular forecasting of cashflow requirements, debt management and cash pooling

arrangements. Credit risk exposure on cash and derivative instruments is managed in accordance with the Group’s treasury policy which

provides limits on exposures with any single financial institution. The majority of the Group’s surplus cash is held in AAA-rated Money

Market funds. Other credit exposures arise from outstanding derivatives with financial institutions rated from BBB to AA-.

The Group is exposed to credit risk as a result of financing guarantees provided. The maximum exposure to guarantees is £7.9m (2022:

£7.4m). No liability has been recognised in respect of these guarantees.

The Directors consider the Group’s credit exposure to trade and other receivables and current assets held for sale to be low and as such

no further analysis has been presented. The Directors consider the credit risk of the investments within the structured entities controlled

by the Group to be low.

The Group’s investments in CLOs and loans held within structured entities controlled by the Group principally comprise senior loans. The

Group’s exposure to the credit risk of this collateral, in these consolidated entities, is limited to its investment into these entities, which at

31 March 2023 was £339.4m (2022: £426.0m).

The carrying amount of financial assets represents the Directors’ assessment of the maximum credit risk exposure of the Group and

Company at the balance sheet date. Decreases in fair value during the year reflect the decline in prices on individual assets, as a result

either of company specific or of general macroeconomic conditions.

Other than the Group investments in CLOs and loans held within structured entities controlled by the Group, the Group has no direct

exposure to defaulted and past due financial assets.

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 2022.

(i) Regulatory capital requirements

The Group is required to hold capital resources to cover its regulatory capital requirements. 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 146). The full Pillar 3 disclosures are available on the Group’s website: www.icgam.com.

(ii) Capital and risk management policies

The formal procedures for identifying and assessing risks that could affect the capital position of the Group are described in the Strategic

Report on page 66. The capital structure of the Group under UK-adopted IAS consists of cash and cash equivalents, £957.5m (2022:

£991.8m) (see note 6); debt, which includes borrowings, £1,536.7m, (2022: £1,653.4m) (see note 7) and the capital and reserves of the

Company, comprising called up share capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity

, £825.8m

(2022 : £943.9m). Details of the Reportable segment capital structure are set out in note 4.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

182 ICG | ANNUAL REPORT & ACCOUNTS 2023

23. Called up share capital and share premium

Share capital represents the number of issued ordinary shares in Intermediate Capital Group plc multiplied by their nominal value of

26¼p each.

Under the Company’s Articles of Association, any share in the Company may be issued with such rights or restrictions, whether in regard

to dividend, voting, transfer, return of capital or otherwise as the Company may from time to time by ordinary resolution determine or, in

the absence of any such determination, as the Board may determine. All shares currently in issue are ordinary shares of 26¼p each

carrying equal rights. The Articles of Association of the Company cannot be amended without shareholder approval.

The Directors may refuse to register any transfer of any share which is not a fully paid share, although such discretion may not be

exercised in a way which the Financial Conduct Authority regards as preventing dealings in the shares of the relevant class or classes from

taking place on an open and proper basis. The Directors may likewise refuse to register any transfer of a share in favour of more than four

persons jointly.

The Company is not aware of any other restrictions on the transfer of ordinary shares in the Company other than:

• Certain restrictions that may from time to time be imposed by laws and regulations (for example, insider trading laws or the UK

Takeover Code)

• Pursuant to the Listing Rules of the Financial Conduct Authority whereby certain employees of the Company require approval of the

Company to deal in the Company’s shares

The Company has the authority limited by shareholder resolution to issue, buy back, or cancel ordinary shares in issue (including those

held in trust, described below). New shares are issued when share options are exercised by employees. The Company has 294,332,182

authorised shares (2022: 294,285,804)

Group and Company

Number of ordinary

shares of 26¼p allotted,

called up and fully paid

Share Capital

£m

Share Premium

£m

1 April 2022 294,285,804 77.3 180.3

Shares issued 46,378.0 — 0.6

31 March 2023 294,332,182 77.3 180.9

Group and Company

Number of ordinary

shares of 26¼p allotted,

called up and fully paid

Share Capital

£m

Share Premium

£m

1 April 2021 294,276,532 77.2 180.2

Shares issued 9,272

0.1

31 March 2022 294,285,804 77.3 180.3

183ICG | ANNUAL REPORT & ACCOUNTS 2023

24. Own shares reserve

Accounting policy

Own shares are recorded by the Group when ordinary shares are purchased in the market by ICG plc or through the ICG Employee

Benefit Trust 2015 (‘EBT’).

The EBT is a special purpose vehicle, with the purpose of purchasing and holding shares of the Company for the hedging of future

liabilities arising as a result of the employee share-based compensation schemes, (see note 25) in a way that does not dilute the

percentage holdings of existing shareholders.

Own shares are held at cost and their purchase reduces the Group’s net assets by the amount spent. When shares vest or are cancelled,

they are transferred from own shares to the retained earnings reserve at their weighted average cost. No gain or loss is recognised on

the purchase, sale, issue or cancellation of the Company’s own shares.

The movement in the year is as follows:

2023 2022 2023 2022

£m £m Number Number

1 April 93.0 82.2 7,734,849 8,389,246

Purchased (ordinary shares of 26¼p) 38.9 20.9 3,000,000 1,000,000

Options/awards exercised (28.5) (10.1) (1,484,954) (1,654,397)

As at 31 March 103.4 93.0 9,249,895 7,734,849

Of the total shares held by the Group, 3,733,333 shares were held by the Company in the Own Share Reserve at 31 March 2023 and 31

March 2022 at a cost of £21.3m. These shares were purchased through a share buy back programme in prior years.

The number of shares held by the Group at the balance sheet date represented 3.1% (2022: 2.6%) of the Parent Company’s allotted, called

up and fully paid share capital.

25. 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

£39.5m (2022: £29.6m) and this was credited to the share-based payments

reserve. Details of the different types of awards are as follows:

Intermediate Capital Group plc Omnibus Plan

The Omnibus Plan provides for three different award types: Deferred Share Awards, PLC Equity Awards and Special Recognition Awards.

Deferred Share Awards

Awards are made after the end of the financial year (and in a small number of cases during the year) to reward employees for delivering

cash profits, managing the cost base, and employing sound risk and business management. These share awards typically vest one-third at

the end of the first, second and third years following the year of grant, unless the individual leaves for cause or to join a competitor.

Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on performance

against the individual’s objectives. There are no further performance conditions.

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.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

184 ICG | ANNUAL REPORT & ACCOUNTS 2023

25. Share-based payments continued

Special Recognition Awards

Awards are made after the end of the financial year to reward employees for delivering cash profits, managing the cost base, and

employing sound risk and business management. These share awards vest at the end of the first year following the year of grant, unless

the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid

at the vesting date. Awards are based on performance against the individual’s objectives. There are no further performance conditions.

Share awards outstanding under the Omnibus Plan were as follows:

Deferred share awards

Number Weighted average fair value

2023 2022 2023 2022

Outstanding at 1 April 2,470,280 2,958,483 16.52 12.47

Granted 1,811,061 1,048,813 14.27 21.63

Vested (1,316,825) (1,537,016) 15.00 12.21

Outstanding as at 31 March 2,964,516 2,470,280 15.75 16.52

Number Weighted average fair value

PLC Equity awards

2023 2022 2023 2022

Outstanding at 1 April 2,139,210

2,680,734 10.33 10.22

Granted 777,577

374,477 14.27 21.63

Vested (774,535)

(916,001) 9.84 8.12

Outstanding as at 31 March 2,142,252 2,139,210 12.21 10.33

Number Weighted average fair value

Special Recognition Awards

2023 2022 2023 2022

Outstanding as at 1 April —

— 0.00 —

Granted 46,154

— 14.27 —

Vesting —

— 0.00 —

Outstanding as at 31 March 46,154 — 14.27 —

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.

Intermediate Capital Group plc Buy Out Awards

Buy Out Awards are shares awarded to new employees in lieu of prior awards forfeited. These share awards shall vest or be forfeited

according to the schedule and terms of the forfeited awards, and any performance conditions detailed in the individual’s employment

contract. Buy Out Awards may be cash settled.

Buy Out Awards outstanding were as follows:

Buy Out Awards

Number

Weighted average fair value

2023 2022 2023 2022

Outstanding as at 1 April 155,940 245,423 12.85 12.06

Granted 1,294,801 33,965 12.68 13.85

Vesting (366,768) (123,448) 13.35 10.67

Outstanding as at 31 March 1,083,973 155,940 12.96 12.85

The fair values of the Buy Out Awards granted are determined by the average share price for the five business days prior to grant.

185ICG | ANNUAL REPORT & ACCOUNTS 2023

25. Share-based payments continued

Notes to the financial statements continued

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 £

210,031 (2022: £187,660).

Save As You Earn

Number Weighted average fair value

2023 2022 2023 2022

Outstanding as at 1 April 199,737 137,395 4.54 3.19

Granted — 96,136 — 5.95

Vesting (46,378) (9,272) 3.26 2.27

Forfeited (49,541) (24,522) 4.30 3.35

Outstanding as at 31 March 103,818 199,737 5.00 4.54

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. .

Growth Incentive Award

Number Weighted average fair value

2023 2022

Outstanding as at 1 April — — — —

Granted 463,000 — 3.13 —

Vesting — — — —

Forfeited — — — —

Outstanding as at 31 March 463,000 — 3.13 —

FINANCIAL STATEMENTS CONTINUED

186 ICG | ANNUAL REPORT & ACCOUNTS 2023

26. Financial commitments

As described in the Strategic Report, the Group invests balance sheet capital alongside the funds it manages to grow the business and

create long-term shareholder value. Commitments are made at the time of a fund’s launch and are drawn down with the fund as it invests

(typically over five years). Commitments may increase where distributions made are recallable. Commitments are irrevocable. At the

balance sheet date the Group had undrawn commitments, which can be called on over the commitment period, as follows:

2023 2022

£m £m

ICG Europe Fund V

29.9 27.8

ICG Europe Fund VI

82.0 95.5

ICG Europe Fund VII

111.7 44.8

ICG Europe Fund VIII

185.5 191.6

ICG Mid-Market Fund

25.1 34.6

Intermediate Capital Asia Pacific Fund III

45.4 42.6

ICG Asia Pacific Fund IV

93.5 31.2

Nomura ICG Investment Business Limited Partnership A

— 18.8

ICG Strategic Secondaries Fund II

33.1 12.9

ICG Strategic Equity Fund III

72.3 28.2

ICG Strategic Equity Fund IV

38.8 91.3

ICG Recovery Fund II

34.3 58.4

LP Secondaries

47.4 —

ICG Senior Debt Partners II

3.8 5.4

ICG Senior Debt Partners III

5.8 5.5

ICG Senior Debt Partners IV

7.3 15.3

Senior Debt Partners V

42.3 —

ICG North American Private Debt Fund

27.5 30.4

ICG North American Private Debt Fund II

27.9 46.3

ICG North American Credit Partners III

38.1 —

ICG-Longbow UK Real Estate Debt Investments V

0.2 6.0

ICG-Longbow UK Real Estate Debt Investments VI

13.9 6.0

ICG-Longbow Development Fund

6.8 4.6

ICG Infrastructure Equity Fund I

59.8 128.8

ICG Living

21.8 —

ICG Private Markets Pooling - Sale and Leaseback

35.9 22.7

ICG Sale & Leaseback II 17.0 —

1,107.1 948.7

187ICG | ANNUAL REPORT & ACCOUNTS 2023

27. Related party transactions

Subsidiaries

The Group is not deemed to be controlled or jointly controlled by any party directly or through intermediaries. The Group consists of the

Parent Company, Intermediate Capital Group plc, incorporated in the UK, and its subsidiaries listed in note 28. 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 £386.6m (2022: £163.0m) and recharge of costs to a subsidiary of £168.5m (2022: £166.7m)

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 30. Where the investment is

held for venture capital purposes they are designated as fair value through profit. These entities are related parties and the significant

transactions with associates and joint ventures are as follows:

2023 2022

£m £m

Income statement

Net losses on investments

(17.2) (15.8)

2023 2022

£m £m

Statement of financial position

Trade and other receivables 66.8 119.5

Trade and other payables (52.3) (60.4)

14.5 59.1

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 31). 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 2023, the Group’s

interest in and exposure to unconsolidated structured entities are as follows:

2023 2022

£m £m

Income statement

Management fees 473.5 382.2

Performance fees 19.4 55.4

Dividend income 0.1 3.4

493.0 441.0

2023 2022

£m £m

Statement of financial position

Performance fees receivable 37.5 91.0

Trade and other receivables 781.9 680.6

Trade and other payables (718.3) (621.1)

101.1 150.5

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

188 ICG | ANNUAL REPORT & ACCOUNTS 2023

27. Related party transactions continued

Key management personnel

Key management personnel are defined as the Executive Directors. The Executive Directors of the Group are Vijay Bharadia, Benoît

Durteste and Antje Hensel-Roth.

The compensation of key management personnel during the year was as follows:

2023 2022

£m £m

Short-term employee benefits 3.7

3.5

Post-employment benefits 0.1 0.1

Other long-term benefits 0.9 1.5

Share-based payment benefits 7.0 6.9

11.7 12.0

Fees paid to Non-Executive Directors were as follows:

2023 2022

£000 £000

Andrew Sykes 290.5 132.3

Amy Schioldager 125.0 121.6

Kathryn Purves 134.5 113.8

Lord Davies of Abersoch —

302.9

Matthew Lester 116.5 101.1

Rosemary Leith 113.9 101.1

Rusty Nelligan 108.5 113.8

Stephen Welton 90.5 88.8

Virginia Holmes 120.5 113.8

William Rucker 63.9 —

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 97.

189ICG | ANNUAL REPORT & ACCOUNTS 2023

28. Subsidiaries

Accounting policy

Investment in subsidiaries

The Group consists of the Parent Company, Intermediate Capital Group plc, and its subsidiaries, described collectively herein as ‘ICG’ or

the ‘Group’. Investments in subsidiaries in the Parent Company statement of financial position are recorded at cost less provision for

impairments or at fair value through profit or loss.

Critical judgement

A critical 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 critical judgement when determining that the Group acts in the capacity of principal or agent is the kick-out rights of the third-party

fund investors. We have reviewed these kick-out rights, across each of the entities where the Group has an interest. Where fund

investors have substantive rights to remove the Group as the investment manager it has been concluded that the Group is an agent to

the fund and thus the fund does not require consolidation into the Group. We consider if the Group has significant influence over these

entities and, where we conclude it does, we recognise them as associates. Where the conclusion is that the Group acts in the capacity of

principal the fund has been consolidated into the Group’s results.

Where the Group has Trust entities in investment deals or fund structures, a key judgement is whether the Trust is acting on behalf of

the Group or another third party. Where the Trust is considered to act as an agent of the Group, the Trust and its related subsidiaries

have been consolidated into the Group.

As a fund manager ICG participates in carried interest partnerships (CIPs), the participants of which are the Group, certain of the

Group’s employees and others connected to the underlying fund. 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 each CIP in accordance with IFRS10 and have considered whether the CIP participants were

providing a service for the benefit of the Group. In undertaking this assessment the Directors took account of the following key

considerations:

• the Group’s exposure to the variable returns of the CIP is limited to the amounts allocated to the Group (see ’Other information’).

Such allocations are typically 20% or less of total returns realised by the CIP with the balance attributable to other participants

• CIPs are used to facilitate substantial co-investment by individuals in the underlying funds. These individuals are exposed to the risk

of personal financial loss

• fund investors can, in certain conditions, veto changes in the key persons managing the fund

The Directors have assessed that certain CIPs are controlled, and they are included within the list of controlled structured entities

below. The Directors conclude that other CIPs are not controlled by the Group.

The Group consists of a Parent Company, Intermediate Capital Group plc, incorporated in the UK, and a number of subsidiaries held

directly or indirectly by ICG plc, which operate and are incorporated around the world. The subsidiary undertakings of the Group are

shown below. All are wholly owned, and the Group’s holding is in the ordinary share class, except where stated. The Companies Act 2006

requires disclosure of certain information about the Group’s related undertakings. Related undertakings are subsidiaries, joint ventures

and associates.

The registered office of all related undertakings at 31 March 2023 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 entities are consolidated as at 31 March.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

190 ICG | ANNUAL REPORT & ACCOUNTS 2023

28. Subsidiaries continued

Directly held subsidiaries

Name Ref Country of incorporation Principal activity Share class

% Voting rights

held

ICG Carbon Funding Limited England & Wales Investment company Ordinary shares 100 %

ICG Debt Advisors (Cayman) Ltd 4 Cayman Islands Advisory company Ordinary shares 100 %

ICG FMC Limited England & Wales Holding company Ordinary shares 100 %

ICG Global Investment UK Limited England & Wales Holding company Ordinary shares 100 %

ICG IC Holdco Limited England & Wales Holding company Ordinary shares 100 %

ICG Japan (Funding 2) Limited England & Wales Holding company Ordinary shares 100 %

ICG Longbow Development (Brighton) Limited England & Wales Holding company Ordinary shares 100 %

ICG Longbow Richmond Limited England & Wales Holding company Ordinary shares 100 %

ICG Longbow Senior Debt I GP Limited England & Wales General partner Ordinary shares 100 %

ICG Re Holding (Germany) GmbH 11 Germany Special purpose vehicle Ordinary shares 100 %

ICG Watch Jersey GP Limited 19 Jersey General partner Ordinary shares 100 %

ICG-Longbow BTR Limited England & Wales Holding company Ordinary shares 100 %

Intermediate Capital Group Espana SL 33 Spain Advisory company Ordinary shares 100 %

Intermediate Capital Investments Limited England & Wales Investment company Ordinary shares 100 %

Intermediate Capital Nominees Limited England & Wales Nominee company Ordinary shares 100 %

Intermediate Investments Jersey Limited 19 Jersey Investment company Ordinary shares 100 %

LREC Partners Investments No. 2 Limited England & Wales Investment company Ordinary shares 54.8 %

191ICG | ANNUAL REPORT & ACCOUNTS 2023

28. Subsidiaries continued

Indirectly held subsidiaries

Avanton Richmond Developments Limited 7 England and Wales Special purpose vehicle Ordinary shares 70 %

ICG - Longbow Fund V GP S.à r.l. 26 Luxembourg General Partner Ordinary shares 100 %

ICG (DIFC) Limited 35

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. 25 Luxembourg General Partner Ordinary shares 100 %

ICG Alternative Credit LLC 38 United States Advisory company Ordinary shares 100 %

ICG Alternative Credit Warehouse Fund I GP, LLC 38 United States General Partner Ordinary shares 100 %

ICG Alternative Investment (Netherlands) B.V. 30 Netherlands Advisory company Ordinary shares 100 %

ICG Alternative Investment Limited England and 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 LP 19 Jersey Limited Partner N/A — %

ICG Asia Pacific Fund IV GP LP SCSp 27 Luxembourg Limited Partner N/A — %

ICG Asia Pacific Fund IV GP S.à r.l. 27 Luxembourg General Partner Ordinary shares 100 %

ICG Augusta Associates LLC 37 United States 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 Debt Administration LLC 38 United States Service company Ordinary shares 100 %

ICG Debt Advisors LLC – Holdings Series 38 United States Investment company Ordinary shares 100 %

ICG Debt Advisors LLC - Manager Series 38 United States Advisory company Ordinary shares 100 %

ICG EFV MLP GP LIMITED England and 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 and Wales General Partner Ordinary shares 100 %

ICG Europe Fund V GP Limited 18 Jersey General Partner Ordinary shares 100 %

ICG Europe Fund V GP LP 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 28 Luxembourg Limited Partner N/A — %

ICG Europe Fund VII GP S.à r.l. 28 Luxembourg General Partner Ordinary shares 100 %

ICG Europe Fund VIII GP LP SCSp 29 Luxembourg Limited Partner N/A — %

ICG Europe Fund VIII GP S.à r.l. 29 Luxembourg General Partner Ordinary shares 100 %

ICG Europe Mid-Market Fund GP LP SCSp 28 Luxembourg Limited Partner N/A — %

ICG Europe Mid-Market Fund GP S.à r.l. 28 Luxembourg General Partner Ordinary shares 100 %

ICG Europe Mid-Market Fund II GP S.à r.l. 29 Luxembourg General Partner Ordinary shares 100 %

ICG Europe S.à r.l. 23 Luxembourg Advisory company Ordinary shares 100 %

ICG European Credit Mandate GP LP SCSp 28 Luxembourg Limited Partner N/A — %

ICG European Credit Mandate GP S.à r.l. 28 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 29 Luxembourg Limited Partner N/A — %

ICG Excelsior GP S.à r.l. 29 Luxembourg General Partner Ordinary shares 100 %

ICG Executive Financing Limited 19 Jersey Service company Ordinary shares 100 %

ICG Fund Advisors LLC 38 United States Advisory company Ordinary shares 100 %

Name Ref Country of incorporation Principal activity Share class

% Voting rights

held

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

192 ICG | ANNUAL REPORT & ACCOUNTS 2023

ICG Global Investment Jersey Limited 18 Jersey Investment company Ordinary shares 100 %

ICG Global Nominee Jersey 2 Limited 18 Jersey Special purpose vehicle Ordinary shares 100 %

ICG Global Nominee Jersey Limited 18 Jersey Special purpose vehicle Ordinary shares 100 %

ICG Infrastructure Equity Fund I GP LP SCSp 29 Luxembourg Limited Partner N/A — %

ICG Infrastructure Equity Fund I GP S.a.r.l 29 Luxembourg General Partner Ordinary shares 100 %

ICG Infrastructure Fund II GP S.à r.l 29 Luxembourg General Partner Ordinary shares 100 %

ICG Japan Cayman Performance GP Limited 5 Cayman Islands General Partner Ordinary shares 100 %

ICG Japan KK 16 Japan Advisory company Ordinary shares 100 %

ICG Life Sciences GP LP SCSp 27 Luxembourg Limited Partner N/A — %

ICG Life Sciences GP S.à r.l. 27 Luxembourg General Partner Ordinary shares 100 %

ICG Living GP S.a r.l. 22 Luxembourg General Partner Ordinary shares 100 %

ICG Longbow Development Debt Limited England and Wales Investment company Ordinary shares 100 %

ICG LP Secondaries Associates I LLC 37 United States General Partner Ordinary shares 100 %

ICG LP Secondaries Fund Associates I S.a. r.l. 29 Luxembourg General Partner Ordinary shares 100 %

ICG LP Secondaries I GP LP SCSp 29 Luxembourg Limited Partner N/A — %

ICG MF 2003 No. 3 EGP 1 Limited England and Wales General Partner Ordinary shares 100 %

ICG MF 2003 No.1 EGP 1 Limited England and Wales General Partner Ordinary shares 100 %

ICG MF 2003 No.1 EGP 2 Limited England and Wales General Partner Ordinary shares 100 %

ICG MF 2003 No.3 EGP 2 Limited England and Wales General Partner Ordinary shares 100 %

ICG NA Debt Co-Invest Limited England and Wales Investment company Ordinary shares 100 %

ICG Nordic AB 34 Sweden Advisory company Ordinary shares 100 %

ICG North America Associates II LLC 38 United States General Partner Ordinary shares 100 %

ICG North America Associates III LLC 38 United States General Partner Ordinary shares 100 %

ICG North America Associates LLC 38 United States 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 Fund GP LP 38 United States 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 38 United States Limited Partner N/A — %

ICG North American Private Equity I GP LP 36 United States Limited Partner N/A — %

ICG Private Credit GP S.à r.l. 28 Luxembourg General Partner Ordinary shares 100 %

ICG Private Markets General Partner SCSp 27 Luxembourg General Partner N/A — %

ICG Private Markets GP S.à r.l. 27 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 22 Luxembourg Limited Partner N/A — %

ICG Real Estate Debt VI GP S.à r.l. 22 Luxembourg General Partner Ordinary shares 100 %

ICG REO GP S.à r.l. 22 Luxembourg General Partner Ordinary shares 100 %

ICG Real Estate Senior Debt V GP S.à r.l. 27 Luxembourg General Partner Ordinary shares 100 %

ICG Recovery Fund 2008 B GP Limited 19 Jersey General Partner Ordinary shares 100 %

ICG Recovery Fund II GP LP SCSp 29 Luxembourg Limited Partner N/A — %

ICG Recovery Fund II GP S.à r.l. 29 Luxembourg General Partner Ordinary shares 100 %

ICG SDP LG 28 Luxembourg General Partner Ordinary shares 100 %

ICG Senior Debt Partners 28 Luxembourg General Partner Ordinary shares 100 %

ICG Senior Debt Partners GP S.à r.l. 21 Luxembourg General Partner Ordinary shares 100 %

ICG Senior Debt Partners Performance GP Limited 19 Jersey General Partner Ordinary shares 100 %

Name Ref Country of incorporation Principal activity Share class

% Voting rights

held

193ICG | ANNUAL REPORT & ACCOUNTS 2023

ICG Senior Debt Partners UK GP Limited England and Wales General Partner Ordinary shares 100 %

ICG SLB GP II S.À R.L 22 Luxembourg General Partner Ordinary shares 100 %

ICG Strategic Equity Advisors LLC 38 United States Advisory company Ordinary shares 100 %

ICG Strategic Equity Associates II LLC 37 United States General Partner Ordinary shares 100 %

ICG Strategic Equity Associates III LLC 37 United States General Partner Ordinary shares 100 %

ICG STRATEGIC EQUITY ASSOCIATES IV LLC 37 United States General Partner Ordinary shares 100 %

ICG Strategic Equity Associates IV S.à r.l 29 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 37 United States Limited Partner N/A — %

ICG Strategic Equity IV GP LP 37 United States Limited Partner N/A — %

ICG Strategic Equity IV GP LP SCSp 29 Luxembourg Limited Partner N/A — %

ICG Strategic Equity Side Car (Onshore) GP LP 37 United States 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 37 United States 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 38 United States General Partner Ordinary shares 100 %

ICG Strategic Secondaries II (Offshore) GP LP 5 Cayman Islands Limited Partner N/A — %

ICG Strategic Secondaries II GP LP 37 United States Limited Partner N/A — %

ICG Structured Special Opportunities GP Limited 5 Cayman Islands General Partner Ordinary shares 100 %

ICG Total Credit (Global) GP, S.à r.l. 24 Luxembourg General Partner Ordinary shares 100 %

ICG US Senior Loan Fund GP Ltd 5 Cayman Islands 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 37 United States General Partner Ordinary shares 100 %

ICG Velocity Co-Investor GP LP 37 United States Limited Partner N/A — %

ICG Velocity GP LP 37 United States Limited Partner N/A — %

ICG-Longbow B Investments L.P. England and Wales Investment company N/A 50 %

ICG-Longbow Development GP LLP England and Wales General Partner N/A — %

ICG-Longbow Investment 3 LLP England and Wales Special purpose vehicle N/A — %

ICG-Longbow IV GP S.à r.l. 20 Luxembourg General Partner Ordinary shares 100 %

ICG-LONGBOW SENIOR GP LLP England and Wales General Partner N/A — %

Intermediate Capital Asia Pacific 2008 GP Limited 19 Jersey General Partner Ordinary shares 100 %

Intermediate Capital Asia Pacific Limited 13 Hong Kong Advisory company Ordinary shares 100 %

Intermediate Capital Asia Pacific Mezzanine 2005 GP

Limited 19 Jersey General Partner Ordinary shares 100 %

Intermediate Capital Asia Pacific Mezzanine

Opportunities 2005 GP Limited 19 Jersey General Partner Ordinary shares 100 %

Intermediate Capital 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 15 Italy Advisory company Ordinary shares 100 %

Intermediate Capital Group (Singapore) Pte. Limited 32 Singapore Advisory company Ordinary shares 100 %

Intermediate Capital Group Benelux B.V. 30 Netherlands Advisory company Ordinary shares 100 %

Intermediate Capital Group Beratungsgesellschaft

GmbH 11 Germany Advisory company Ordinary shares 100 %

Intermediate Capital Group Dienstleistungsgesellschaft

mbH 11 Germany Service company Ordinary shares 100 %

Intermediate Capital Group Inc. 38 United States Advisory company Ordinary shares 100 %

Name Ref Country of incorporation Principal activity Share class

% Voting rights

held

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

194 ICG | ANNUAL REPORT & ACCOUNTS 2023

Intermediate Capital Group Polska Sp. z.o.o 31 Poland Service company Ordinary shares 100 %

Intermediate Capital Group SAS 9 France Advisory company Ordinary shares 100 %

Intermediate Capital Inc 38 United States Dormant Ordinary shares 100 %

Intermediate Capital Managers (Australia) PTY Limited 2 Australia Advisory company Ordinary shares 100 %

Intermediate Capital Managers Limited England and Wales Advisory company Ordinary shares 100 %

Longbow Real Estate Capital LLP England and Wales Advisory company N/A — %

Wise Living Homes Limited 6 England and Wales Special purpose vehicle Ordinary shares 83 %

Wise Limited Amber Langley Mill Limited 6 England and Wales Special purpose vehicle Ordinary shares 83 %

ICG Strategic Equity GP V Sarl 29 Luxembourg General Partner Ordinary shares 100 %

ICG Life Sciences Debt Limited 19 Jersey Special purpose vehicle Ordinary shares 100 %

ICG Life Sciences Feeder SCSp 27 Luxembourg Special purpose vehicle N/A — %

ICG Life Sciences SCSp 27 Luxembourg Limited Partner N/A — %

ICG North American Private Equity Associates I LLC 36 United States General Partner Ordinary shares 100 %

ICG North American Private Equity Debt Limited 19 Jersey Special purpose vehicle Ordinary shares 100 %

ICG North American Private Equity Fund I LP 36 United States Special purpose vehicle N/A — %

Seaway Buyer, LLC 38 United States Special purpose vehicle Ordinary shares 73 %

Seaway Parent, LLC 38 United States Special purpose vehicle Ordinary shares 73 %

Seaway Plastics Engineering, LLC 38 United States Special purpose vehicle Ordinary shares 73 %

Seaway Plastics Holdings, LLC 38 United States Special purpose vehicle Ordinary shares 73 %

Seaway Topco, LP 38 United States Special purpose vehicle N/A — %

Seaway, Guarantor, LLC 38 United States Special purpose vehicle Ordinary shares 73 %

Sertic Deal Co S.à.r.l. 22 Luxembourg Special purpose vehicle Ordinary shares 100 %

Sertic Mezz Co S.à.r.l. 22 Luxembourg Special purpose vehicle Ordinary shares 100 %

Wright Engineered Plastics LLC 38 United States Portfolio Company Ordinary shares 73 %

Wright Plastics Holdings, Inc. 38 United States Portfolio Company Ordinary shares 73 %

ICG REO (EUR) SCSp 22 Luxembourg Special purpose vehicle N/A — %

AG Thames Investment Limited 8 England and Wales Special purpose vehicle Ordinary shares 100 %

Chessington Propco Limited 17 Jersey Special purpose vehicle Ordinary shares 100 %

Crayford Holdco Limited 17 Jersey Special purpose vehicle Ordinary shares 100 %

Crayford Limited 17 Jersey Special purpose vehicle Ordinary shares 100 %

Harlow Holdco Limited 17 Jersey Special purpose vehicle Ordinary shares 100 %

Harlow Propco Limited 17 Jersey Special purpose vehicle Ordinary shares 100 %

ICG Metropolitan Co-invest SCSp 22 Luxembourg Special purpose vehicle N/A — %

ICG Metropolitan Last Mile Management Limited 17 Jersey Special purpose vehicle Ordinary shares 100 %

ICG Real Estate E Debt Limited 19 Jersey Special purpose vehicle Ordinary shares 100 %

Metropolitan Investment S.à r.l. 22 Luxembourg Special purpose vehicle Ordinary shares 100 %

Metropolitan SCSp 22 Luxembourg Special purpose vehicle N/A — %

MME Group International IC-DISC, Inc. 38 United States Portfolio Company Ordinary shares 73 %

MME Group LLC 38 United States Portfolio Company Ordinary shares 73 %

New Orbit Holdco Sarl 22 Luxembourg Special purpose vehicle Ordinary shares 80 %

New Orbit JVCo Sarl 22 Luxembourg Special purpose vehicle Ordinary shares 80 %

New Orbit PropCo 1 Sarl 22 Luxembourg Special purpose vehicle Ordinary shares 80 %

New Orbit PropCo 2 Sarl 22 Luxembourg Special purpose vehicle Ordinary shares 80 %

Sertic Agen SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Alfortville SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Auray SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Cestas SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Coignieres SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Corbas SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Croissy SCI 10 France Special purpose vehicle Ordinary shares 100 %

Name Ref Country of incorporation Principal activity Share class

% Voting rights

held

195ICG | ANNUAL REPORT & ACCOUNTS 2023

Sertic Démouville SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Drancy SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Fleury SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic French Mid Co 1 SNC 10 France Special purpose vehicle Ordinary shares 100 %

Sertic French Mid Co II SNC 10 France Special purpose vehicle Ordinary shares 100 %

Sertic French Mid Co III SNC 10 France Special purpose vehicle Ordinary shares 100 %

Sertic La Chapelle SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Lanester SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Le Meux SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Le Rheu SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Lisses SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Osny SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Perpignan SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Pontault Combault SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Raismes SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Saint Laurent SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Saint Pierre SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Saint-Mitre SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Scherwiller SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Valenton SCI 10 France Special purpose vehicle Ordinary shares 100 %

Sertic Vemars SCI 10 France Special purpose vehicle Ordinary shares 100 %

ICG Seed Asset Founder LP Limited 19 Jersey Special purpose vehicle Ordinary shares 100 %

Name Ref Country of incorporation Principal activity Share class

% Voting rights

held

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

196 ICG | ANNUAL REPORT & ACCOUNTS 2023

28. Subsidiaries continued

Registered offices

1 Level 18, 88 Phillip Street, Sydney, NSW 2000, Australia

2 Level 31, 88 Phillip Street, Sydney, NSW 2000, Australia

3 Level 9, 88 Phillip Street, Sydney, NSW 2000, Australia

4 75 Fort Street, Clifton House, c/o Estera Trust (Cayman) Limited, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands

5 PO Box 309, Ugland House, C/o Maples Corporate Services Limited, Grand Cayman, KY1-1104, Cayman Islands

6 17 Regan Way, Chetwynd Business Park, Chilwell, Nottingham, NG9 6RZ, England & Wales

7 Ground Floor Office South, 51 Welbeck St, London, W1G 9HL, England, United Kingdom

8 6th Floor 140 London Wall, London, England, EC2Y 5DN

9 1 rue de la Paix, Paris, 75002, France

10 36 rue Scheffer 75116 Paris 16 France

11 12th Floor, 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 6th Floor South Bank House, Barrow Street, Dublin 4, Ireland

15 Corso Giacomo Matteotti 3, Milan, 20121, Italy

16 Level 23, Otemachi Nomura Building, 2-1-1 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan

17 12 Castle Street, St. Helier, JE2 3RT, 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 2-4 Rue Eugène Ruppert, Grand Duchy of Luxembourg, L-2453, Luxembourg

22 3, rue Gabriel Lippmann, L - 5365 Munsbach, Luxembourg

23 32-36, boulevard d'Avranches L - 1160 Luxembourg, 1160, Luxembourg

24 49 Avenue John F. Kennedy, Luxembourg, L-1855, Luxembourg

25 5 Allée Scheffer, Luxembourg, L-2520, Luxembourg

26 5, Heienhaff, L - 1736 Senningerberg, Luxembourg

27 6, rue Eugene Ruppert, Luxembourg, L-2453, Luxembourg

28 60, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg

29 6H Route de Trèves, Senningerberg, L-2633, Luxembourg

30 Paulus Potterstraat 20, 2hg., Amsterdam, 1071 DA, Netherlands

31 Spark B, Aleja Solidarności 171, Warsaw, 00-877, Poland

32 #21-01, 20 Collyer Quay, 049319, Singapore

33 Serrano 30-3º, 28001 Madrid, Spain

34 David Bagares Gata 3, 111 38 Stockholm

35 Index Tower, Floor 4, Unit 404, Dubai International Financial Centre, Dubai, United Arab Emirates

36 c/o Intertrust Corporate Services Delaware LTD, Suite 210, 200 Bellevue Parkway, Wilmington, DE, 19809, United States

37 c/o Maples Fiduciary Services (Delaware) Inc., Suite 302, 4001 Kennett Pike, Wilmington, DE, 19807, United States

38 c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States

197ICG | ANNUAL REPORT & ACCOUNTS 2023

28. Subsidiaries continued

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

Name of subsidiary Country of incorporation % of ownership interests and voting rights

ICG Newground RE Finance Trust 1

Australia

100 %

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 US Senior Loan Fund

Cayman Islands

100 %

ICG Euro CLO 2021-1 DAC

Ireland

67 %

ICG Euro CLO 2023-1 DAC

Ireland

100 %

ICG High Yield Bond Fund

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 Enterprise Carry (1) LP

Jersey

100 %

ICG Enterprise Carry (2) LP

Jersey

50 %

ICG Total Credit (Global) SCA

Luxembourg

100 %

The structured entities controlled by the Group include £5,160.8m (2022: £5,057.2m) of assets and £5,109.2m (2022: £4,992.8m) of

liabilities within 21 funds listed above. These assets are restricted in their use to being the sole means by which the related fund liabilities

can be settled. All other assets can be accessed or used to settle the other liabilities of the Group without significant restrictions.

The Group has not provided contractual or non-contractual financial or other support to a consolidated structured entity during the

period. It is not the current intention to provide such support, including the intention to assist the structured entity in obtaining financial

support.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

198 ICG | ANNUAL REPORT & ACCOUNTS 2023

28. Subsidiaries continued

Subsidiary audit exemption

For the period ended 31 March 2023, 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 2023.

Company Registered number Member(s)

ICG FMC Limited 7266173 Intermediate Capital Group plc

ICG Global Investment UK Limited 7647419 Intermediate Capital Group plc

ICG Japan (Funding 2) Limited 9125779 Intermediate Capital Group plc

ICG Longbow Development (Brighton) Limited 8802752 Intermediate Capital Group plc

ICG Longbow Richmond Limited 11210259 Intermediate Capital Group plc

ICG Longbow BTR Limited 11177993 Intermediate Capital Group plc

ICG Longbow Senior Debt I GP Limited 2276839 Intermediate Capital Group plc

Intermediate Capital Investments Limited 2327070 Intermediate Capital Group plc

LREC Partners Investments No. 2 Limited 7428335 Intermediate Capital Group plc

ICG Longbow Development Debt Limited 9907841 ICG-Longbow Development GP LLP

Longbow Real Estate Capital LLP OC328457 Intermediate Capital Group plc, ICG FMC Limited

ICG IC Holdco Limited 14542130 Intermediate Capital Group plc

ICG NA Debt Co-invest Limited 10091367 ICG Carbon Funding Limited

ICG-Longbow Development GP LLP OC396833 Intermediate Capital Group plc, ICG FMC Limited

ICG-Longbow Investment 3 LLP OC395389 ICG FMC Limited, Intermediate Capital Managers Limited

ICG-Longbow Senior GP LLP OC427634 Intermediate Capital Group plc, ICG FMC Limited

1. Shareholders or Partners, as appropriate

199ICG | ANNUAL REPORT & ACCOUNTS 2023

29. Disposal groups held for sale and discontinued operations

Accounting policy

Non-current financial assets held for sale and disposal groups

The Group may make an investment and hold the asset on its balance sheet prior to it being transferred into a fund or sold to third-party

investors. The assets are expected to be held for a period for up to a year, during which the asset will be classified as held for sale. Where

the investment is held through a controlled investee the investee entity is classified as a disposal group held for sale.

The conditions for disposal groups held for sale are regarded as met only when the asset is available for immediate sale, the Directors

are committed to the sale, and the sale is expected to be completed within one year from the date of classification.

Disposal groups held for sale are recognised at the lower of fair value less cost to sell and their carrying amount as required by IFRS 5

Non-Current Assets Held for Sale and Discontinued Operations, except where the asset is a financial instrument or investment

property. The measurement of these assets is determined by IFRS 9 Financial Instruments and IAS 40 Investment Property respectively.

The Group’s measurement of these assets is detailed in note 5.

The Group holds interests in various disposal groups held for sale assets (“Warehouse Funds”), of which some have subsidiaries which

were acquired with a view to resale and are expected to be sold. These subsidiaries are therefore assessed as discontinued operations.

Financial year ended 31 March 2023

During the year the Group has acquired interests in disposal groups held for sale assets and discontinued operations. Other than as

described below, all interests have been acquired at fair value and therefore no loss or gain has been recognised on acquisition.

Management have assessed that it is highly probable that all investments reported within disposal groups held for sale and discontinued

operations will be realised within 12 months.

During the year, one of the Group’s Warehouse Funds, the US Mid-Market (“USMM”) Warehouse Fund, ceased to control its subsidiary

Ambient Enterprises LLC (“Ambient” – formerly Gil-bar Parent LLC) and subsequently retained a financial asset in respect of its

investment in Ambient. The Group recognised a profit of £3.5m relating to Ambient over the period of control. Ambient was deemed a

discontinued operation until the USMM Warehouse Fund ceased control.

As part of the cessation of control, the USMM Warehouse Fund has valued its investment in Ambient in accordance with IFRS 9,

applying IPEV guidelines, and this has resulted in the Group recognising a post-tax gain of £64m, comprising £3.5m gain on disposal and

£60.5m net fair value gain, which is recorded in the Consolidated entities segments of our Consolidated income statement, within ‘Profit

after tax on discontinued operations’ (see note 4).

In the next 12 months, Management intends to sell the Group’s interest in the USMM Warehouse Fund to third-party investors

investing into the fund. The Group has a debt interest in the USMM Warehouse Fund and expects to sell its interest in the fund at cost

plus an interest charge, where cost represents the original cost of the USMM Warehouse Funds’ investments. As a result, the Group

expects to receive less than the current fair value of Ambient recognised in the USMM Warehouse Fund and consequently, under APM,

the Group has not recognised the fair value gain reported under UK-adopted IAS. This is therefore not included within the Group’s

Reportable segment (see note 4).

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

200 ICG | ANNUAL REPORT & ACCOUNTS 2023

29. Disposal groups held for sale and discontinued operations continued

The assets and liabilities of the discontinued operations and disposal groups held for sale together with their contribution to the Group’s

profit after tax are as follows:

2023 2022

Discontinued

Operations

Disposal

Groups

Total

Discontinued

Operations

Disposal

Groups

Total

Group

£m £m £m £m £m £m

Non-current assets

Intangible assets

92.4 — 92.4 101.0 — 101.0

Property, plant and equipment

7.2 — 7.2 0.3 — 0.3

Investment property

284.0 — 284.0 — 59.3 59.3

Financial assets at fair value

0.9 162.3 163.2 — 36.9 36.9

Other debtors 0.3 — 0.3 — — —

384.8 162.3 547.1 101.3 96.2 197.5

Current assets

Inventory

12.3 — 12.3 0.8 — 0.8

Cash

5.5 — 5.5 5.4 5.7 11.1

Trade and other receivables

12.2 — 12.2 47.1 — 47.1

Other debtors

1.2 — 1.2 0.2 — 0.2

31.2 — 31.2 53.5 5.7 59.2

Non-current liabilities

Financial liabilities at amortised cost

174.8 — 174.8 65.8 5.0 70.8

Deferred tax liability

— 14.0 14.0 — — —

Other financial liabilities

3.0 — 3.0 (9.7) — (9.7)

177.8 14.0 191.8 56.1 5.0 61.1

Current liabilities

Trade and other payables

6.1 — 6.1 35.8 0.2 36.0

Other financial liabilities

6.1 — 6.1 — 0.1 0.1

12.2 — 12.2 35.8 0.3 36.1

Statement of comprehensive income

Sales

69.2 — 69.2 122.8 — 122.8

Cost of sales

(55.6) — (55.6) (88.2) — (88.2)

Gross profit 13.6 — 13.6 34.6 — 34.6

Net gains on investments

78.0 — 78.0 — — —

Operating expenses

(8.6) — (8.6) (22.9) — (22.9)

Depreciation and amortisation

— — — (6.6) — (6.6)

Other expenses

(12.2) — (12.2) (10.5) — (10.5)

Transaction costs

— — — (3.8) — (3.8)

Gain / (loss) before tax

70.8 — 70.8 (9.2) — (9.2)

Tax expense

(14.0) — (14.0) — — —

Gain / (loss) after tax 56.8 — 56.8 (9.2) — (9.2)

201ICG | ANNUAL REPORT & ACCOUNTS 2023

30. 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:

Name of associate Principal activity Country of incorporation

Proportion of

ownership

interest/voting

rights held by the

Group

Income

distributions

received from

associate

Proportion of

ownership

interest/voting

rights held by the

Group

Income

distributions

received from

associate

2023 2023 2022 2022

ICG Europe Fund V Jersey Limited

Investment company Jersey 20% 11 20% 58.6

ICG Europe Fund VI Jersey Limited

Investment company Jersey 17% 24.7 17% 114.2

ICG North American Private Debt Fund

Investment company United States of

America

20% 5.5 20% 5.4

ICG Asia Pacific Fund III Singapore Pte.

Limited

Investment company Singapore 20% (1.2) 20% 32.1

Ambient Enterprises LLC

Investment company United States of

America

50% — —% —

KIK Equity Co-invest LLC

Investment company United States of

America

25% — —% —

During the year the Group’s investments in Ambient Enterprises LLC (see note 29) and KIK Equity Co-invest LLC were assessed as

associates. All associates are accounted for at fair value.

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 600, Lexington Avenue, 24th Floor, New York, NY 10022, United States of America.

3. The registered address for this entity is #13-01 One Raffles Place, Singapore, 048616.

4. The registered address for this entity is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States.

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 fund. 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

Details of each of the Group’s joint ventures at the end of the reporting period are as follows:

Name of associate Accounting method Principal activity Country of incorporation

Proportion of ownership

interest held by the Group

2023

Proportion of voting

rights held by the Group

2023

Nomura ICG KK Equity Advisory company Japan 50 % 50 %

Brighton Marina Group Limited Fair value

Investment

Company

United Kingdom 70 % 50 %

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

202 ICG | ANNUAL REPORT & ACCOUNTS 2023

30. Associates and joint ventures continued

Nomura ICG KK is equity accounted as a joint venture in accordance with IFRS 11. Nomura ICG KK is not a portfolio company and was

established to operate the Group’s core business of fund management activities in Japan. Management therefore considers it more

appropriate to equity account for this entity in the financial statements.

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 material to the reporting entity

The Group’s only material associates are ICG Europe Fund V Jersey Limited and ICG Europe Fund VI Jersey Limited which are associates

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 entities allow the Group to co-invest with ICG Europe Fund V and ICG Europe Fund VI respectively, 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 ICG Fund V Jersey Limited

2023 2022 2023 2022

£m £m £m £m

Current assets 8.1 24.9 3.8 6.1

Non-current assets 1,023.9 1,910.0 129.8 122.5

Current liabilities (55.8) (49.7) (1.5) (1.6)

976.2 1,885.2 132.1 127.0

Revenue 47.3 685.8 (2.0) 27.3

Profit from continuing operations 23.2 667.0 (3.6) 26.4

Total comprehensive income 23.2 667.0 (3.6) 26.4

Summarised financial information for equity accounted joint ventures

Nomura ICG KK made a profit from continuing operations and total comprehensive income of £8.8m for the year ended 31 March 2023

(2022: £1.0m), of which the Group’s share of results accounted for using the equity method is £4.4m for the year ended 31 March 2023

(2022: £0.5m).

203ICG | ANNUAL REPORT & ACCOUNTS 2023

31. 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 28.

At 31 March 2023, 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:

2023

Funds

Investment in

Fund

Management

fees receivable Management fee rates

Performance fees

receivable Performance fee rates

Maximum exposure

to loss

£m £m % £m % £m

CLOs 298.3 4.1 0.19% to 0.50% — 0.05% to 0.20% 302.4

Credit Funds 65.9 8.6 0.29% to 1.50% (0.3) 20% of returns in excess of 0% for

Alternative Credit Fund only

74.2

Corporate Investment Funds 1,341.5 55.9 0.43% to 1.50% 37.6 20%–25% of total performance

fee of 20% of profit over the

threshold

1,435.0

Real Asset Funds 288.5 12.0 0.30% to 1.24% — 20% of returns in excess of 9%

IRR

300.5

Secondaries Funds 441.1 20.2 0.75% to 1.37% 0.2 10%–20% of total performance

fee of 8%–20% of profit over the

threshold

461.5

Total 2,435.3 100.8 37.5 2,573.6

2022

Funds

Investment in

Fund

Management

fees receivable Management fee rates

Performance fees

receivable Performance fee rates

Maximum exposure

to loss

£m £m % £m £m

CLOs 285.5 3.6 0.35% to 0.65% — 0.05% to 0.20% 289.1

Credit Funds 162.0 9.7 0.40% to 1.50% — 20% of returns in excess of 0% for

Alternative Credit Fund only

171.7

Corporate Investment Funds 1,505.5 54.7 0.60% to 2.0% 86.1 20%–25% of total performance fee

of 20% of profit over the threshold

1,646.3

Real Asset Funds 203.1 14.3 0.38% to 1.50% 0.1 20% of returns in excess of 9% IRR 217.5

Secondaries Funds 341.7 26.0 1.25% to 1.50% 4.9 10%–20% of total performance fee

of 8%–20% of profit over the

threshold

372.6

Total 2,497.8 108.3 91.0 2,697.2

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.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

204 ICG | ANNUAL REPORT & ACCOUNTS 2023

32. Net cash flows from operating activities

Year ended

31 March 2023

Group

Year ended

31 March 2022

Group

Notes £m £m

Profit before tax from continuing operations 251.0 565.4

Adjustments for non cash items:

Fee and other operating income 3 (483.6) (434.0)

Net investment returns (172.5) (555.5)

Interest income (15.5) —

Net fair value loss on derivatives 34.9 7.3

Impact of movement in foreign exchange rates 7 (17.8) 0.1

Interest expense 64.6 53.1

Depreciation, amortisation and impairment of property, equipment and intangible assets 17, 18 18.2 19.5

Share-based payment expense 25 39.5 29.6

Working capital changes:

Increase in trade and other receivables 20 (12.0) (32.5)

Decrease in trade and other payables 21 (196.9) (27.4)

Change in disposal groups held for sale (8.8) —

(498.9) (374.4)

Proceeds from sale of current financial assets and disposal groups held for sale 45.5 185.2

Purchase of current financial assets and disposal groups held for sale (211.9) (204.0)

Purchase of investments (1,420.2) (3,532.8)

Proceeds from sales and maturities of investments 1,722.2 3,743.8

Interest and dividend income received

362.8 259.8

Fee and other operating income received 587.9 393.0

Interest paid (263.4) (183.3)

Cash flows generated from operations 324.0 287.3

Taxes paid (32.4) (43.9)

Net cash flows from operating activities 291.6 243.4

1. Comprises Interest income received of £322.6m (2022: £221.8m) and Dividend income received of £40.2m (2022: £38.0m).

205ICG | ANNUAL REPORT & ACCOUNTS 2023

32. Net cash flows from operating activities continued

Year ended

31 March 2023

Company

Year ended

31 March 2022

Company

Notes £m £m

Profit before tax from continuing operations 51.5 23.8

Adjustments for non cash items:

Fee and other operating income 3 (3.9) (10.5)

Dividend income (386.6) (163.0)

Interest income (53.7) (50.5)

Net investment returns (0.7) (30.0)

Net fair value loss on derivatives 7.5 13.5

Impact of movement in foreign exchange rates 7 141.1 1.1

Interest expense 124.9 102.0

Depreciation, amortisation and impairment of property, equipment and intangible assets 17, 18 12.0 24.9

Write-down of intercompany loan balance 12.7 —

Share-based payment expense 25 39.5 29.6

Intragroup reallocation of incurred costs (152.0) (113.2)

Working capital changes:

Decrease/(Increase) in trade and other receivables 20 4.5 (6.0)

(Decrease)/Increase in trade and other payables 21 (15.8) 23.5

(219.0) (154.8)

Proceeds from sale of current financial assets 34.2 158.4

Purchase of current financial assets (134.6) (165.1)

Purchase of investments (73.1) (29.9)

Proceeds from sales and maturities of investments 127.5 143.4

Interest received 6.0 9.8

Fee and other operating income received 5.0 26.7

Interest paid (60.3) (49.2)

Cash flows used in operations

(314.3) (60.7)

Taxes paid (20.8) (41.3)

Net cash flows used in operating activities

(335.1) (102.0)

33. 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.

34. Post balance sheet events

There have been no material events since the balance sheet date.

FINANCIAL STATEMENTS CONTINUED

Notes to the financial statements continued

206 ICG | ANNUAL REPORT & ACCOUNTS 2023

Glossary

Non-IFRS alternative performance measures (APM) are defined below:

Term Short Form Definition

APM earnings per

EPS APM profit after tax (annualised when reporting a six-month period’s results) divided by the weighted

average number of ordinary shares as detailed in note 16.

APM Group profit

before tax

Group profit before tax adjusted for the impact of the consolidated structured entities. As at 31 March, this is

calculated as follows:

2023 2022

Profit before tax

£251.0m

£565.4m

Plus/Less consolidated structured entities

£7.1m

£3.4m

APM Group profit/(loss) before tax £258.1m £568.8m

APM Investment

Company profit

before tax

Investment Company profit adjusted for the impact of the consolidated structured entities. As at 31 March,

this is calculated as follows:

2023 2022

Investment Company profit before tax

(£69.7m)

£279.2m

Plus/Less consolidated structured entities

£7.1m

£3.4m

APM Investment Company profit/(loss) before tax (£52.6m) £282.6m

APM return on equity ROE APM profit after tax (annualised when reporting a six month period’s results) divided by average

shareholders’ funds for the period. As at 31 March, this is calculated as follows:

2023 2022

APM profit after tax

£229.3m

£538.0m

Average shareholders’ funds

£1,911.3m

£1,745.9m

APM return on equity 12.0 % 30.8 %

Assets under

management

AUM Value of all funds and assets managed by the FMC. During the investment period third-party AUM is

measured on the basis of committed capital. Once outside the investment period third-party AUM is

measured on the basis of invested cost. AUM is presented in US dollars, with non-US dollar denominated

converted at the period end closing rate.

Balance sheet

investment portfolio

The balance sheet investment portfolio represents financial assets from the statement of financial position,

adjusted for the impact of the consolidated structured entities and excluding derivatives and other financial

assets.

2023 2022

Total non current and current financial assets

Note 4 £2,924.6m

£2,854.8m

Derivative (assets)

(£22.6m)

(£32.8m)

Total balance sheet investment portfolio

£2,902m

£2,822m

Cash profit PICP Cash profit is defined as internally reported profit before tax and incentive schemes, adjusted for non-cash

items

2023 2022

APM profit before tax

£258.1m

£568.8m

Add back incentive schemes

£151.8m

£169.7m

Other adjustments

£121.9m

(£172.4m)

Cash profit £531.8m £566.1m

Dividend income Dividend income represents distributions received from equity investments. Dividend income reported on an

internal basis excludes the impact of the consolidated structured entities.

See note 4 for a full reconciliation.

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 16.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Equalisation When new third-party clients subscribe to a closed-end fund after the first close, they pay a pre-agreed

return to clients who subscribed to the fund at an earlier close. This compensates those clients for their

capital being tied up for longer. This is referred to as 'equalisation' and can result in gain or loss for earlier

investors compared to the latest fund valuation.

Group cashflows from

operating activities-

APM

Group cashflows from operating activities – APM is net cash flows from operating activities adjusted for

interest paid

2023 2022

Group cashflows from operating activities- APM

£395.0m

£393.6

Interest paid

(£63.5)m

(£55.7)m

Net cash flows from/(used in) operating activities

Note 4 £331.5m

£337.9m

OTHER INFORMATION

207ICG | ANNUAL REPORT & ACCOUNTS 2023

Glossary continued

Term Short Form Definition

Group cashflows from

financing activities -

APM

Group cashflows from financing activities – APM is net cash flows from financing activities adjusted for

interest paid and the payment of principal portion of lease liabilities

2023 2022

Group cashflows from financing activities - APM

(£533.4)m

£59.3m

Interest paid

£63.5m

£55.7m

Payment of principal portion of lease liabilities

(£6.8)m

(£4.1)m

Net cash flows from/(used in) financing activities Note 4

(£476.7)m

£110.9m

Net cash flows used in

investing activities

Other operating cashflows is net cash flows from investing activities adjusted for the payment of principal

portion of lease liabilities

2023 2022

Net cash flows used in investing activities

(£70.0)m

£11.3m

Payment of principal portion of lease liabilities

(£6.8)m

(£4.1)m

Other operating cashflows

(£76.8)m

£7.1m

Interest expense Interest expense excludes the cost of financing associated with the consolidated structured entities. See note

11 for a full reconciliation.

Net asset value

pershare

Total equity from the statement of financial position adjusted for the impact of the consolidated structured

entities divided by the closing number of ordinary shares. As at 31 March, this is calculated as follows:

2023 2022

Total equity (See note 4 )

£1,977.4m

£1,995.0m

Closing number of ordinary shares

285,082,287

286,550,955

Net asset value per share 694p 696p

On an IFRS basis Net Asset Value as follows:

2023 2022

Total equity (See note 4 )

£2,045.2m

£2,001.8m

Closing number of ordinary shares

285,082,287

286,550,955

Net asset value per share 717p 699p

Net current assets The total of cash, plus current financial assets, plus other current assets, less current liabilities as internally

reported. This excludes the consolidated structured entities. Asat 31 March, this is calculated as follows:

2023 2022

Cash

£550.0m

£761.5m

Current financial assets

£282.4m

£126.1m

Other current assets

£243.7m

£193.2m

Current financial liabilities

(£79.1m)

(£256.4m)

Other current liabilities

(£157.7)m

(£152.8m)

Net current assets £839.3m £671.6m

On an IFRS basis net current assets are as follows:

2023 2022

Cash

£957.5m

£991.8m

Current financial assets

—

Other current assets

£307.3m

£452m

Disposal groups held for sale

£578.3m

£256.7m

Current financial liabilities

(£64.3m)

(£207.6m)

Other current liabilities

(£501.0m)

(£602.3m)

Liabilities directly associated with disposal groups held for sale (£204.0m) (£97.2m)

Net current assets £1,073.8m £793.4m

OTHER INFORMATION CONTINUED

208 ICG | ANNUAL REPORT & ACCOUNTS 2023

Net financial debt Net debt, along with gearing, is used by management as a measure of balance sheet efficiency. Netdebt

includes unencumbered cash whereas gearing uses gross borrowings and is therefore not impacted by

movements in cash balances.

Gross drawn debt less unencumbered cash of the Group, as at 31 March is calculated as follows:

2023 2022

Total liabilities held at unamortised cost

£1,536.7m

£1653.4m

Impact of upfront fees/unamortised discount

£1.3m

£1.6m

Gross drawn debt (see page 64) £1,538.0m

£1,655.0m

Less unencumbered cash (£550.0m)

(£761.5m)

Net debt £988.0m £893.5m

Net gearing Net gearing is used by management as a measure of balance sheet efficiency. Net debt, excluding the

consolidated structured entities, divided by total equity from the statement of financial position adjusted for

the impact of the consolidated structured entities. As at 31 March, this is calculated asfollows:

2023 2022

Net debt

£988.0m

£893.5m

Shareholders’ equity

£1,977.4m

£1,995.0m

Net gearing 0.50x 0.45x

Net Investment

Returns

Net Investment Returns is the total of interest income, capital gains, dividend and other income less asset

impairments.

Operating cashflow Operating cashflow represents the cash generated from operating activities from the statement of cashflows,

adjusted for the impact of the consolidated structured entities. See note 4 for a full reconciliation.

Operating expenses

of the Investment

Company

Investment Company operating expenses are adjusted for the impact of the consolidated structured entities.

See note 4 for a full reconciliation.

Operating profit

margin

Fund Management Company profit before tax divided by Fund Management Company total revenue. As at

31 March this is calculated as follows:

2023 2022

Fund Management Company profit before tax

£310.7m

£286.2m

Fund Management Company total revenue

£539.9m

£512.8m

Operating profit margin 57.5 % 55.8 %

Third Party AUM Value of all funds and assets managed by the Group (including both invested and uninvested capital) on which

the Group earns, or has the potential to earn, fees. During the investment period third-party AUM is

measured on the basis of committed capital. Once outside the investment period, it is measured on the basis

of invested cost.

Third Party Fee

Earning AUM

AUM for which the Group is paid a management fee or performance fee. Fee-earning AUM is determined by

the fee basis on which the fund earns fees, either commitments or investments.

Third Party

FeeIncome

Fees generated on fund management activities as reported in the Fund Management Company including fees

generated by consolidated structured entities which are excluded from the IFRS consolidation position. See

note 4 for a full reconciliation.

Total AUM Total AUM is calculated by adding Third Party AUM and the value of the Balance Sheet Investment Portfolio,

excluding seed investments:

2023 2022

Third Party AUM

$77.0bn

$68.5bn

Balance Sheet Investment Portfolio (excluding seed investments) $3.2bn $3.6bn

Total AUM $80.2bn

$72.1bn

Total available

liquidity

Total available liquidity comprises unencumbered cash and available undrawn debt facilities.

Total fund size Total fund size is the sum of third-party AUM and ICG plc’s commitment to that fund. The aggregate of all

total fund sizes is equal to Total AUM

Weighted-average

fee rate

An average fee rate across all strategies based on fee earning AUM in which the fees earned are weighted

based on the relative AUM.

209ICG | ANNUAL REPORT & ACCOUNTS 2023

Other definitions which have not been identified as non-IFRS GAAP alternative performance measures are as follows:

Term Short Form Definition

Additions (of AUM) Within third-party AUM: the aggregate of new commitments of capital by clients, and calls of capital from funds

that have previously had a step-down and are therefore reflected in third-party AUM on a net invested capital

basis. 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 (including calls of capital

from funds that have previously had a step-down and therefore charge fees on a net invested capital basis).

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 Fees charged to investors who commit to a fund after its first close. This has the impact of backdating their

commitment thereby aligning all investors in the fund.

Client base Client base includes all direct investment fund and liquid credit fund investors.

Closed-end fund A fund where investor’s commitments are fixed for the duration of the fund and the fund has a defined

investment period.

Co-investment Co-invest A direct investment made alongside or in a fund taking a pro-rata share of all instruments.

Collateralised Loan

Obligation

CLO CLO is a type of investment grade security backed by a pool of loans .

Close A stage in fundraising whereby a fund is able to release or draw down the capital contractually committed at that

date.

Default An ‘event of default’ is defined as:

A company fails to make timely payment of principal and/or interest under the contractual terms of any financial

obligation by the required payment date

A restructuring of the company’s obligations as a result of distressed circumstances

A company enters into bankruptcy or receivership

Deal Vintage Bonus DVB awards are a long-term employee incentive, enabling certain investment teams, excluding Executive

Directors, to share in the future realised profits from certain investments within the Group's balance sheet

portfolio.

Direct investment

funds

Funds which invest in self-originated transactions for which there is a low volume, illiquid secondary market.

DPI Distribution to Paid- In Capital

Employee Benefit

Trust

EBT Special purpose vehicle used to purchase ICG plc shares which are used to satisfy share options and awards

granted under the Group’s employee share schemes.

Environmental, Social

and Governance

criteria

ESG Environmental, social and governance (ESG) criteria are a set of standards for a company’s operations that

socially conscious investors use to screen potential investments.

Financial Conduct

Authority

FCA Regulates conduct by both retail and wholesale financial service companies in provision of services

toconsumers.

Financial Reporting

Council

FRC The UK’s independent regulator responsible for promoting high quality corporate governance and reporting.

Fund A pool of third-party capital allocated to a specific investment strategy or strategies, managed by ICG plc or its

affiliates.

Fund Management

Company

FMC The Group’s fund management business, which sources and manages investments on behalf of the IC and third-

party funds.

Fund level leverage Debt facilities utilised by funds to finance assets.

Gross money on

invested capital

Gross MOIC Total realised and unrealised value of investments (before deduction of any fees), divided by the total invested

cost.

HMRC HM Revenue & Customs, the UK tax authority.

IAS International Accounting Standards.

IFRS International Financial Reporting Standards as adopted by the United Kingdom.

Illiquid assets Asset classes which are not actively traded.

Internal Rate of

Return

IRR The annualised return received by an investor in a fund. It is calculated from cash drawn from and returned to

the investor together with the residual value of the asset.

OTHER INFORMATION CONTINUED

Glossary continued

210 ICG | ANNUAL REPORT & ACCOUNTS 2023

Term Short Form Definition

Investment Company IC The Investment Company invests the Group’s balance sheet to seed and accelerate emerging strategies, and

invests alongside the Group's more established funds to align interests between the Group's client,

employees and shareholders. It also supports a number of costs including for certain central functions, a

part of the Executive Directors' compensation and the portion of the investment teams' compensation

linked to the returns of the balance sheet investment portfolio.

LTM EBITDA Last twelve month's earning before interest, tax, depreciation and amortisation

Key Person Certain funds have a designated Key Person. The departure of a Key Person without adequate replacement

triggers a contractual right for investors to cancel their commitments or kick-out of the Group as fund

manager.

Key performance

indicator

KPI A business metric used to evaluate factors that are crucial to the success of an organisation.

Key risk indicator KRI A measure used to indicate how risky an activity is. It is an indicator of the possibility of future adverse

impact.

Liquid assets Asset classes with an active, established market in which assets may be readily bought and sold.

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, derivative

financial assets and liabilities on management fee FX hedges, 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.

Payment in kind PIK Also known as rolled-up interest. PIK is the interest accruing on a loan until maturity or refinancing, without

any cashflows until that time.

Performance fees Carried interest

or Carry

Share of profits that the fund manager is due once it has returned the cost of investment and agreed

preferred return to investors.

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 investment includes all investments within Structured and Private Equity and Real Assets where

ICG has significant influence.

Step-down/ Step-up 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. In this

instance, fees will be earned on that invested capital and it will be added to AUM through Additions and this

is termed as step-up.

Sustainable

Accounting

Standards Board

SASB The Sustainability Accounting Standards Board is an independent non-profit organisation that sets

standards to guide the disclosure of financially material sustainability information by companies to their

investors.

Securitisation A form of financial structuring whereby a pool of assets is used as security (collateral) for the issue of new

financial instruments.

SFDR Sustainable Finance Disclosure Regulation

Separately Managed

Account

SMA Third-party capital committed by a single investor allocated to a specific investment strategy or strategies,

managed by ICG plc or its affiliates.

Science Based

Targets initiative

SBTi The Science Based Targets initiative helps drives climate action in the private sector by approving and

validating companies' science-based emissions reduction targets (SBT).

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.

These entities can also be interchangeably referred to as credit funds.

TCFD Task Force on Climate-related Financial Disclosures

Total AUM The aggregate of the Third Party AUM and the Balance Sheet investment portfolio.

211ICG | ANNUAL REPORT & ACCOUNTS 2023

Term Short Form Definition

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.

UNPRI UN Principles for Responsible Investing.

Weighted average An average in which each quantity to be averaged is assigned a weight. These weightings determine the

relative importance of each quantity on the average.

Seed investments

(previously

warehoused

investments)

Investments within the balance sheet investment portfolio that the Group anticipates transferring to a fund

in due course, typically made where the Group is seeding new strategies in anticipation of raising a fund.

OTHER INFORMATION CONTINUED

Glossary continued

212 ICG | ANNUAL REPORT & ACCOUNTS 2023

The Greenhouse gas emissions of the Group and Company are

prepared in accordance with the GHG Protocol Corporate

Accounting and Reporting Standard, aligned with the Scope 2

Guidance, and Corporate Value Chain (Scope 3) Standard. ICG has

attempted to use as much actual data to calculate the carbon

footprint as possible, but there are circumstances where data has

been estimated through a variety of methods according to the

emissions source and the data available. The information below

provides further detail into the calculations, estimation

approaches and limitations of data we had to calculate our

operational CO

ReportingPeriod

ICG’s GHG reporting period of 1 April to 31 March is in line with

our Annual Filings and Accounts, however the carbon footprint

was completed prior to 31 March for the purpose of disclosure in

the Annual Report FY23. To align the periods, ICG calculated the

footprint by utilising actual data across the determined emissions

sources for the calendar year (1 January – 31 December 2022).

The January – March 2022 data was then used as a proxy for the

January – March 2023 period. This method was conducted in line

with previous ICG GHG footprints and therefore provides

comparability between each year. The exception for this approach

was for the New York office data. This exception was driven by the

relocation of the New York office during FY23. ICG began a new

office lease on 31 August 2022, and occupied this property on the

1 February 2023. The lease of the old office expired on 31 January

2023. To ensure accuracy and account for the fact that ICG

operated 2 large offices over a 6-month period (which would not

happen under the calendar year methodology) we utilised actual

data for the old office and measured from the 1 April 2022 –

31 January 2023 (site closure). We estimated the future

consumption of the new office for the 31 August 2022 till

31 March 2023 period by using an energy profile model that was

conducted by external consultants. At the time of conducting the

footprint ICG had no access to actual data from the new site.

Fuel,electricity,waterandwaste

For all sites except for the newly opened New York office, we used

actual data from periodic utility bills, and secondary data provided

by landlords for service charge costs that were split by floor space

rented. We acquired data for all sites except for the new facility in

New York. In periods where we were unable to obtain actual data,

we utilised an extrapolation method which calculated the average

daily use from actual data and extrapolated it to replace missing

data to ensure a full 365 days of readings. This approach was used

for gas heating (when present), electricity, water and waste (when

available). Serviced offices unable to obtain waste and water data

from landlords were not included in this statement and are

insignificant to the footprint.

Businesstravel

Business travel data is split into 4 groups – air, rail, taxis and hotels.

At ICG, Air, rail and hotel bookings are booked through the

company’s central business travel booking agent providers who

provide ICG with all necessary data as an output (individual trips,

distance travelled, and stays in hotels, hotel locations) for

calculating emissions. The booking systems have become the

primary platform for booking air, rail and hotels at ICG and

therefore has resulted in a shift in the data inputs and therefore

emissions factors used to calculate some emissions activities from

previous years (detailed below). The platform allows ICG to

understand distances and origins rather than using spend based

expenses claimed. Note that taxis continue to be measured

through expense claims.

Airtravel

Data such as the flight origin and destination cities, distances

travelled, and class of travel were provided by the booking agent

via the travel booking systems. ICG sourced the relevant emissions

factors from the UK Government, DEFRA (a UK government

department responsible for environmental protection) – GHG

Conversion Factors for Company Reporting – Business travel – Air

2022. Flights were organised by haul length (domestic, short, long

and international), along with the relevant class of travel. As per

DEFRA guidance, we assumed those flights travelling from UK to

continental Europe were short haul and used the appropriate

emissions factor. Long haul emissions factors were used for flights

from the UK to outside of Europe. For travel between other

countries the international flights DEFRA factors were used. The

class of travel was also used to associate the correct emissions

factor. If DEFRA did not hold a seat class specific factor (for

example, there is no class of travel factor for Domestic UK flights),

then the average flight factor was used for the haul length. There

were limitations on data quality from one of the central booking

systems. The booking system output cannot differentiate which

flights were upgraded and which flights were exchanged for new

flights or had amended dates (but kept the same travel class).

Therefore, in the carbon conversions the original travel class was

kept for the calculations. 10% of flights in the data are labelled as

“upgrade/exchange/reissue” – making it impossible to determine

which flights were solely upgrades over reissues or flight

exchanges. There were also limitations regarding the classification

of “miscellaneous” costs from the data provider which could not be

associated with additional travel beyond the current list of flights.

These “miscellaneous” data points were excluded from the

inventory as the provider stated that they were not related to

travel but were additional costs associated with prior bookings.

Basis of preparation for GHG emissions statement

213ICG | ANNUAL REPORT & ACCOUNTS 2023

RailTravel

Data utilised from booking providers included travel origins and

destinations, and distances travelled. In previous carbon

statements, carbon for rail travel was calculated by converting

$ spend on rail travel in to carbon using a general inland travel

emission factor. As the centralised booking system became the

primary platform for booking trains in 2022 for rail travel in the

USA, we were able to use more accurate distance based carbon

emissions factors in place of the spend-based approach. For USA

specific rail travel we used EPA emissions factors for the Amtrak

Intercity rail – National average Northeast corridor. This was used

because the ICG office is located in New York and rail travel is

focussed within this region. For EU related travelled, we utilised

the NTM for EU average rail emissions factors over spend based

factors as European staff also have migrated to the central booking

platform. The NTM emissions factor is more accurate than using

spend factors or DEFRA factor international rail travel as it is

focussed on EU travel and electricity grids, while incorporating

well to wheel emissions as well. For rail travel in the UK, DEFRA

factors were used.

Hotelstays

Emissions from hotel stays are included in the business travel

activities. The travel bookings agent provided booking data that

consisted of the country of the hotel, the number of nights stayed

and the number of rooms. DEFRA sourced factors for hotel stays in

specific countries were aligned with the country data. Any

countries that did not have a DEFRA sourced emissions factor

were allocated a “default factor”. This default factor was calculated

as an average of the 29 countries that had factors. 3.1% of hotel

stays fell into this default group.

Taxitravel

Travel by taxi was calculated differently to other business travel

based on the limitations of the data. Taxi travel was also new to the

business travel inventory in FY23. The data limitations were based

on not having information pertaining to distance, origin to

destination or type of vehicle data to estimate the emissions that

stem from this source. Taxi travel is claimed by staff through the

expenses system. Therefore, the total spend on travel from

countries around the world was used as the basis for calculation.

This spend on taxi travel was converted to GBP using FX rates for

31 December 2022, then converted to CO2e using an

international spend-based carbon emissions factor for land-based

travel.

Purchasedgoodsandservices

The baseline for emissions stemming from purchased goods and

services were calculated using a purely spend-based approach.

While the spend data is 100% actual data provided by the ICG

procurement team for the period 1 January – 31 December. The

emissions conversion factors are not based on actual supplier

emissions in this baseline year. Therefore, emissions represent an

estimate based on the industry that suppliers are categorised as

rather than being specific to each supplier. The ICG suppliers were

categorised based on the SICS industry that they reside within and

were then mapped against BEIS emissions factors which are based

on the UK carbon footprint from 2019. Approximately 98% of

supplier spend was categorised to a SIC code. However, the 2% of

small spend that was uncategorised was allocated an “office

admin / business support” emissions factor because the majority of

ICG suppliers will be business support service providers.

OTHER INFORMATION CONTINUED

Basis of preparation for GHG emissions statement continued

214 ICG | ANNUAL REPORT & ACCOUNTS 2023

Fund

Third-party

capital

Target

money

multiple % Carried interest

ICG Europe Fund IV 2006B €940m 1.8x 20% of 5 over 8

ICG Europe Fund V €2,000m 1.6x 20% of 20 over 8

ICG Europe Fund VI €2,500m 1.6x 20% of 20 over 8

ICG Europe Fund VII €4,000m 1.8x 20% of 20 over 8

ICG Europe Fund VIII €7,705m 1.8x 20% of 20 over 8

Intermediate Capital Asia Pacific 2008 $600m N/A 20% of 20 over 8

Intermediate Capital Asia Pacific Fund III $491m 1.7x 20% of 20 over 7

Intermediate Capital Asia Pacific Fund IV $905m 1.8x 20% of 20 over 7

ICG Recovery Fund 2008B €308m N/A 20% of 12.5 over 8 up to 20% of 15 over 20

ICG Recovery Fund II €440m N/A 20% of 20 over 8 up to 20

ICG Strategic Secondaries Fund II $866m N/A 20% of 12.5 over 8

ICG Strategic Equity Fund III $1,650m N/A 20% of 15 over 8 up to 20% of 20 over 20 and 1.5x money multiple

ICG Strategic Equity Fund IV $4,047m N/A 20% of 15 over 8 up to 20% of 20 over 20 and 1.5x money multiple

ICG Strategic Equity Fund V (USD Sleeve) $155m N/A 20% of 15 over 8 up to 20% of 20 over 20 and 1.5x money multiple

ICG Strategic Equity Fund V (EUR Sleeve) €35m N/A 20% of 15 over 8 up to 20% of 20 over 20 and 1.5x money multiple

ICG Europe Mid-Market Fund I €898m 1.8x 20% of 20 over 8

ICG Europe Mid-Market Fund II €129m 1.8x 20% of 20 over 8

ICG LP Secondaries $202m N/A 20% of 10 over 8 up to 20% of 12.5 over 11

ICG Enterprise Trust £946.6m N/A 50% or 100% of 10% subject to an 8% compound return on an

investment by investment basis

ICG Senior Debt Partners Fund II €1,492m N/A 20% of 15 over 4 up to 20% of 20 over 7

ICG Senior Debt Partners III €2,535m N/A 20% of 15 over 4 up to 20% of 20 over 7

ICG Senior Debt Partners IV €4,941m N/A 20% of 15 over 4 up to 20% of 20 over 7

ICG Senior Debt Partners V €973m 1.31 20% of 10 over 4

North American Private Debt Fund I $590 N/A 20% of 20 over 8

North American Private Debt Fund II $1,200m N/A 20% of 20 over 8

ICG Alternative Credit Fund €826m N/A 20% of return on capital

ICG Alternative Credit Warehouse fund I $100m N/A 20% of realised investments

ICG Structured Special Opportunities $161m N/A 20% of realised investments

ICG-Longbow Fund III £650m N/A 20% of 20 over 9

ICG-Longbow Fund IV £945m N/A 10% of 20 over 8

ICG-Longbow Fund V £927m N/A 20% of 20 over 6

ICG-Longbow Fund VI £555m N/A 20% of 20 over 6

ICG-Longbow Development Fund I £214m N/A 20% of 20 over 7

ICG-Longbow Development Fund II £107m N/A 20% of 20 over 8

ICG Living Development Fund £250m N/A 20% of 20 over 8

ICG Sale and Leaseback Fund I €1,100m N/A 20% of 20 over 8

ICG Sale and Leaseback Fund II €398m N/A 20% of 20 over 7

ICG Infrastructure Equity Fund I €1,269m N/A 20% of 15 over 7

ICG Infrastructure Equity Fund II €38m N/A 20% of 10 over 8

1. Total carried interest is a fixed percentage of the fund gains. For example, in Intermediate Capital Asia Pacific 2005 the carry is 20% of gains and the Group is entitled to 25%

of this. Carried interest is triggered when fund returns exceed a hurdle; for Intermediate Capital Asia Pacific 2005 this is 8%.

Carried interest earning funds

(unaudited)

215ICG | ANNUAL REPORT & ACCOUNTS 2023

Third-party AUM by fund ($m) Status

FY23 AUM ($m)

FY22 AUM ($m)

Structured and Private Equity

ICG Europe Fund V Fully invested 230.0 219.5

ICG EF 2006B Fully invested — 4.4

ICG Europe Fund VI Fully invested 1,073.0 877.9

ICG Europe Fund VII Fully invested 3,915.0 3,862.4

ICG Europe Fund VIII Investing 8,310.0 7,216.4

Europe Co-investment — 847.1 833.6

Intermediate Capital Asia Pacific Fund 2008 Fully invested — 60.1

Intermediate Capital Asia Pacific Fund III Fully invested 366.0 250.8

Intermediate Capital Asia Pacific Fund IV Investing 905.0 454.8

Nomura ICG Fund Fully invested — 14.0

ICG Recovery Fund 2008B Fully invested 339.0 290.5

ICG Recovery Fund II Investing 578.0 589.4

ICG Strategic Secondaries Fund II Fully invested 727.0 211.7

ICG Strategic Equity Fund III Fully invested 1,534.0 1,155.7

ICG Strategic Equity Fund IV Investing 4,022.0 2,755.0

ICG Strategic Equity Fund V (USD Sleeve) Fundraising 154.8 —

ICG Strategic Equity Fund V (EUR Sleeve) Fundraising 35.0 —

Strategic Equity Co-investment — 1,822.2 1,336.4

ICG Europe Mid-Market I Investing 967.0 986.8

ICG Europe Mid-Market II Fundraising 140.0 —

ICG LP Secondaries Fund I Fundraising 202.0 60.0

ICG Enterprise Trust – listed fund Investing 1,562.0 1,328.0

Structured and Private Equity total 27,729.1 22,507.4

Private Debt funds

North American Private Debt Fund Fully invested 168.6 101.2

North American Private Debt Fund II Investing 1,190.0 1,200.0

North American Private Debt Fund III Fundraising 427.0 —

North American Private Debt co-invest — 75.0 75.0

ICG Senior Debt Partners II Fully invested 1,016.0 777.5

ICG Senior Debt Partners III Fully invested 2,400.5 1,961.6

ICG Senior Debt Partners IV Investing 5,250.0 5,381.5

ICG Senior Debt Partners V Fundraising 1,637.0 —

Senior Debt Partners Co-investment — 10,521.5 9,287.3

ICG Australia Senior Loan Fund Investing 943.0 1,022.0

Australian loans Co-investment — 12.0 —

Private Debt funds total 23,640.6 19,806.1

Real Asset funds

ICG-Longbow UK Real Estate Debt Investments III Fully invested — 68.1

ICG-Longbow UK Real Estate Debt Investments IV Fully invested 281.0 408.2

ICG-Longbow UK Real Estate Debt Investments V Fully invested 1,135.0 1,185.1

ICG-Longbow UK Real Estate Debt Investments VI Fundraising 682.2 —

ICG Real Estate Debt Investments V Investing 618.9 524.1

ICG-Longbow Senior Debt – listed fund Fully invested 100.3 115.3

ICG-Longbow Senior Debt programme Investing 1,280.0 2,236.1

ICG-Longbow Development Fund Investing 728.0 834.0

ICG Private Markets Pooling – Sale & Leaseback Investing 1,207.0 1,220.4

ICG Sale and Leaseback Fund II Fundraising 424.0 —

Infrastructure Equity I Investing 1,365.0 1,436.8

Infrastructure Equity II Fundraising 41.0 —

Real Asset funds total 7,862.4 8,028.1

Credit funds

Structured credit strategies Open-ended 1,434.9 1,472.1

European credit strategies Open-ended 3,467.0 4,649.6

Global credit strategies Open-ended 781.7 993.2

European CLOs Investing 5,958.2 5,191.2

US CLOs Investing 6,113.7 5,821.0

Credit funds total 17,755.5 18,127.1

Total third-party AUM 76,987.6 68,468.7

OTHER INFORMATION CONTINUED

Third-Party AUM (unaudited)

216 ICG | ANNUAL REPORT & ACCOUNTS 2023

Outstanding debt facilities

Currency

Drawn

£m

Undrawn

£m

Total

£m Interest rate Maturity

ESG-linked RCF GBP — 550.0 550.0 SONIA +1.375% January-26

Eurobond 2020 EUR 440.0 — 440.0 1.60% February-27

ESG Linked Bond EUR 440.0 — 440.0 2.50% January-30

Total bonds 880.0 — 880.0

PP2013 – Class B USD 51.0 — 51.0 6.30% May-23

Private Placement 2013 51.0 – 51.0

PP 2015 – Class C USD 64.9 — 64.9 5.20% May-25

PP 2015 – Class F EUR 38.7 — 38.7 3.40% May-25

Private Placement 2015 103.5 — 103.5

PP 2016 – Class B USD 91.6 — 91.6 4.70% September-24

PP 2016 – Class C USD 43.8 — 43.8 5.00% September-26

PP 2016 – Class E EUR 19.3 — 19.3 3.00% January-27

PP 2016 – Class F EUR 26.4 — 26.4 2.70% January-25

Private Placement 2016 181.1 — 181.1

PP 2019 – Class A USD 101.3 — 101.3 4.80% April-24

PP 2019 – Class B USD 81.1 — 81.1 5.00% March-26

PP 2019 – Class C USD 101.3 — 101.3 5.40% March-29

PP 2019 – Class D EUR 38.7 — 38.7 2.00% April-24

Private Placement 2019 322.4 — 322.4

Total Private Placements 658.0 — 658.0

Total 1,538.0 550.0 2,088.0

217ICG | ANNUAL REPORT & ACCOUNTS 2023

Shareholder and Company Information

Timetable

Event Date

• Ex-dividend date • 15June 2023

• Record date • 16 June 2023

• Last date for dividend reinvestment election • 14 July 2023

• Last date and time for submitting Forms of Proxy • 10.00am, 20 July 2023

• AGM and Trading statement • 20July 2023

• Payment of ordinary dividend • 4 August 2023

• Half year results announcement • 15 November 2023