Intermediate Capital Group PLC

INVESTING

FOR GROWTH

Annual Report & Accounts 2024

Contents

Overview

1 Investing for growth

2 ICG at a glance

4 Why invest in ICG

Strategic report

6 Chair’s introduction

7 ChiefExecutiveOfficer’sReview

10 Our business model

14 Key performance indicators

16 Finance review

28 Stakeholder engagement

35 Our people

39 Responsible investing

40 Managing risk

46 Viability statement

47 Climate-related Financial Disclosures

65 Non-financialinformationstatement

Governance report

66 Governance report

67 Governance at a glance

69 Board of Directors

72 Corporate governance

76 Directors’ report

82 Directors’ responsibilities

83 Director induction and development

85 Audit Committee report

90 Risk Committee report

93 Nominations and Governance

Committee report

95 Remuneration Committee report

98 Remuneration at a glance

100 Annual report on remuneration

110 Governance of remuneration

111 Directors’ remuneration policy

Auditor’s report and

financial statements

117 Independent auditor’s report to the

members of Intermediate Capital

Group plc

125 Financial statements

132 Notestothefinancialstatements

Other information

196 Glossary

202 Basis of preparation for GHG

emissions statement

204 Outstanding debt facilities

205 Shareholder and Company

information

Key content in this report

What we do

We raise capital from our clients,

which our investment teams

deploy, manage and realise. We

create shareholder value by

growing our fee-earning AUM

and therefore management fees,

and by making and managing

investments that generate

performance fees and investment

income. By creating value for

our clients and our portfolio

companies, we underpin our ability

to raise and deploy future funds.

Read more on page 39

Overview Strategic

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Governance

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Auditor’s report

andfinancialstatements

Other

information

ICG

Annual Report & Accounts 2024

ICG at a glance

We have built an outstanding track record

and created long-term value for our

stakeholders: helping companies grow,

institutional investors and shareholders

achieve their goals, and creating an

inclusive working environment where

our colleagues can succeed.

We are 35 years old this year. We have

grown almost entirely organically, by

having a strong investment culture and

delivering for our clients.

“A strong investment culture

and client focus have been

two of the key drivers

supporting our growth.”

Benoît Durteste

Chief Investment

Officer and Chief

ExecutiveOfficer

As we continue to grow, we maintain a

relentless focus on investment performance

and on clients’ outcomes.

We strive to be a trusted

partner for our stakeholders

Everything we do aims to create value

for our stakeholders.

See Chief Executive Officer’s Review

on page 7

$98bn

AUM

681

Number of clients

Growth in fee-earning AUM $bn

Structured and Private Equity

Private Debt

Real Assets

Credit

16bn

FY24FY14 FY17FY16FY15 FY18 FY21FY20FY19 FY23FY22

8bn

18bn

$70bn

28bn

Supported by a strategic and valuable balance sheet

Structured and Private Equity 59%

Private Debt 5%

Real Assets 13%

Credit 10%

Seed investment 13%

17%

Five-year Compound Annual Growth Rate (CAGR)

£3bn

Balance sheet

investment portfolio

1. During the year, the Group updated its AUM measurement policy, see page 16.

DELIVERING

LONG-TERM

GROWTH

ICG

Annual Report & Accounts 2024

Overview Strategic

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information

“Our people remain

the cornerstone of our

strategy and are a key

driver of our success.”

People are at the core of what we do and the value

we create. We focus on developing world-class teams,

preserving the entrepreneurial spirit which makes us

special, and creating a culture that is inclusive and

impactful on a corporate and a personal level.

Making a difference

We aim to have a wide range of people joining

our firm and then invest heavily in their development

and success.

See Our People on page 35

Antje Hensel-Roth

Chief People and

External AffairsOfficer

637

People

7.1/10

Employee engagement*

July 2023

“Ourfinancialperformance

is the output of the value

we create for our clients,

the strategic position of ICG,

and our long-term approach

to capital allocation.”

Feeincomeisthekeyfinancialdriverofourbusiness,

and our capital management underpins the successful

execution of our strategic objectives.

See page 22

Fee income

£579m (2023: £501m)

FMC PBT

£375m (2023: £311m)

NAV per share

801p (2023: 694p)

Fund management company PBT £m

FY24FY14 FY17FY16FY15 FY18 FY21FY20FY19 FY23FY22

350

300

250

200

150

100

400

£375m

David Bicarregui

ChiefFinancialOfficer

* Employee engagement driver includes questions on Loyalty,

Recommendation and Satisfaction. July 2023 Pulse Survey

participation: 74%.

21%

Five-year CAGR

ICG at a glance continued

Fee income £m

22%

Five-year CAGR

FY24FY14 FY17FY16FY15 FY18 FY21FY20FY19 FY23FY22

525

450

375

300

225

150

600

£579m

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Why invest in ICG

Attractive, structurally

growing sector

Client demand

Allocations to private markets are expected to

grow in the coming years, supported by attractive

returns, lower volatility, more availability of

strategies, and the increasing importance of

private markets in the global economy.

“The Board has a long-term

perspective on creating

shareholder value. ICG

operates in an attractive

global market, and we are

focused on ensuring the

Group is strategically and

financiallypositionedto

execute on the exciting

opportunities ahead.”

William Rucker

Chair

Total shareholder return since IPO

85.8x

(Last 10 years: 5.6x)

Source: Bloomberg as of 31 March 2024.

$7tn

Forecast increase in private markets AUM,

2023 - 2028

Source: Preqin as of April 2024.

Investment opportunities

in private markets

An increasingly large number of businesses are

looking to private markets for capitalisation to

facilitate succession or invest in growth initiatives.

How we generate shareholder value

Grow fee-earning AUM

Profitability

Invest and manage

responsibly

Operating costs

Management

fees

Earnings

growth

Performance

fees

Net investment

returns

NAV / share

Execute successfully

Leverage operational platform

Generate revenue

Deliver shareholder return

See page 34 Dividend policy

LONG-TERM

VALUE

CREATION

ICG

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Positioned to execute

People

Ourbusinessisdeeplyrelationship-based.Webenefitfromour

local teams having a strong track-record and an excellent network

that enables them to originate and execute on investment and

fundraising opportunities.

Read about Our People on page 35

Operational

Broad, scaled investment strategies

Wehaveadiversifiedplatformenablingourclientstoinvestacross

four asset classes.

$98bn

AUM

Global client footprint

Our client base is diverse and global. It includes some of the world’s

largest sovereign wealth funds, asset managers, pension plans and

insurancecompanies,aswellasfamilyoffice and wealthy individuals.

>680

Clients globally

Financial

Visible and recurring management fee income

>90% of our AUM is in long-duration, closed-end funds. This gives us

visible and recurring streams of management fee income with almost

no mark-to-market exposure, enabling us to plan for the long term.

Strategically powerful balance sheet

Our well capitalised, robust and valuable balance sheet enables

us to seed new strategies, align interests with our clients, and

generate value for our shareholders.

Track record of growth

Drivers of future shareholder value

Scaling up

Ourfourflagshipstrategiesaccountfor70%ofourfee-earningAUM

and generate 72% of our management fee income. We see significant

opportunity for each of these strategies to grow in coming years.

Flagship strategies

1. Dividend declared 52%

2. Inte rnal invest ments 48%

Fee-earning AUM

Our fee-earning AUM directly drives our management fees. We

have developed a strong track record of raising and deploying

capital, growing our fee-earning AUM substantially.

2.2x

Five-year growth

Fee income

Our management fees are visible, resilient streams of income that are

generally not impacted by fund valuations. Performance fees account

for 10-15% of our total fee income.

2.6x

Five-year growth

FMC PBT

There is substantial operating leverage within our business model. As

our investment strategies have scaled and we have generated more

fee income, our FMC PBT growth has outpaced the growth of our

fee-earning AUM and fee income.

2.6x

Five-year growth

Why invest in ICG continued

Scaling out

We currently have 12 seeding and scaling strategies that open

significantaddressablemarketstoICG.Asthesestrategiesscale,they

will make ICG even more relevant to clients, and our fee streams will

becomemorediversifiedandresilient.

Seeding and scaling strategies

Invest in our platform

A world-class platform supports our client experience

and product innovation, helps leverage insight from the

vast amountofdataacrossourfirm,andhelpsprotect

ICG in a regulated global landscape.

Disciplined approach to capital allocation

We balance capital allocation decisions between investing in the

business and returning capital to shareholders, all underpinned

by ensuring we have a robust balance sheet. Internal investment

encompasses investing in our platform as well as developing new

strategies and investing alongside clients in existing strategies.

Our progressive dividend policy is our principal route of returning

capital to shareholders.

£1.1bn

Total available liquidity

£3bn

Balance sheet investment portfolio

Use of capital generated over last five years

1. During the year the Group updated its AUM measurement policy, see page 16.

2.TotalEPSFY20–FY24inclusive,internalinvestmentsdefinedascumulativeAPMEPSlesscumulativedeclareddividends.

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Chair’s introduction

EFFECTIVE

GOVERNANCE

TO FACILITATE

GROWTH

“Your Board will continue to ensure that ICG’s business

is run to high standards of governance and growth.”

Dear shareholders

InmyfirstfullfinancialyearasChairofICG,your

Board has been focused on supporting ICG's

continuedgrowthandevolution.Thefinancial

performance for the year is impressive, and

continuesthefirm’slong-termtrajectoryof

profitablegrowth(seepage5).Lookingtothe

future, we have supported the executive team as it

hascontinuedtoreinforcethedepthofthefirm’s

senior human capital, and the Board has had focused

discussions around the allocation of capital to ensure

thecontinuedsuccessofthefirmintheyearsahead

(see page 68).

I have enjoyed meeting a number of current and

potential shareholders during the year and look

forward to more such meetings – transparency

and communication are important attributes of a

well-governedfirm.Itiscleartomethatourbusiness

model and position within the global alternative asset

management landscape is increasingly understood;

that this sector is likely to continue to attract more

interest from the public markets; and that we enjoy

strong support from our shareholders to continue to

scale up and out.

I was happy to commission an externally-led

Board evaluation this year. Although the Board is

performing well, we are aware that standards evolve

and boards must rise to meet new challenges. The

review process (summarised on page 83) concluded

that your Board continues to operate cohesively and

effectively; however we will not rest on our laurels

and have agreed a number of actions to further

enhance the quality of our debate and input.

Your Board believes that the Group should

act as a responsible participant in society and

that ourstrategyshouldreflectthis.Theimpacts

of our decisions on different stakeholder groups

are uppermost in our minds and you can read more

detail on how various stakeholders were considered

as part of the Board’s decision-making process

on page 28.

During the year, we have discussed the

sustainability related obligations on our Group,

and have considered both how these can be best

met for our business and how these should be

overseen by the Board. We have also continued

to consider other stakeholders; we have invested

in our employees through enhanced training and

development programmes; we have continued to

utilise our charitable giving to support the community

and progressed a range of DEI initiatives, including

a significant"deepdive"review(thatisexplainedin

more detail on page 83). Consideration of our wider

profileandsocietalimpactwillcontinuetobeakey

area of focus.

The Board has a diverse membership in terms

of gender, experience and background; and that

diversity of thought contributes to the Board’s

effectiveness. A culture of open discussion and

diverse perspectives is an important component

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

priority for your Board. Rusty Nelligan retired from

the Board in March and Amy Schioldager will retire

in July; we thank them both for their long and

dedicated service as Non Executive Directors.

We anticipate that we will shortly announce a new

Non Executive Director appointment which will

enhance our Board’s diversity.

Throughout the year, the Board and its

Committees carefully considered the revised

Corporate Governance Code and, save for the

slightly delayed Board evaluation due to the timing

of thechangeofChairattheendofthepriorfinancial

year, continued to comply with those requirements

for the year ending 31 March 2024.

The Board remains grateful for your support

throughout the year, and we look forward to

continuing our constructive dialogue.

William Rucker

Chair

27 May 2024

William Rucker

Chair

ICG

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Chief Executive Officer’s Review

30 YEARS

SINCE LISTING

DECADES OF

OPPORTUNITIES

Marking 30 years since IPO

2024 is our 30th anniversary of being listed on

theLondon Stock Exchange, and the entire ICG

team is proud to mark this milestone with the results

we are reporting today. Since our IPO, we have

generated a total shareholder return of 85.8x -

substantially more than both the FTSE 100 and the

S&P 500. Our total shareholder return has also

outperformedboththoseindicesoverthelastfive

and ten years

. Today we are a truly global business

managing almost $100bn of AUM on behalf of over

680 clients across a wide range of private markets

strategies, and we have demonstrated a consistent

ability to scale up and to scale out - both strategically

andfinancially.

The challenging environment over the last twelve

months - indeed, the last two years - has shown that

we are a manager of choice for clients, who have

continued to commit capital to our funds. The

investment performance of our products has

deliveredsignificantvalueandasafirmwehave

scaled and broadened our capabilities and our

platform - all of which positions us well to capture

future growth opportunities.

Our focus on sustainability remains strong. During

the past year, we have continued making progress

towards our science-based decarbonisation

targets and have further enhanced our approach to

integrating sustainability factors in our investment

decisions and engagement efforts. We were pleased

that ICG retained its recognition as a leader in our

fieldinarangeofexternalsustainabilityratings;for

the third consecutive year we received the top AAA

rating from MSCI and retained membership in the

Dow Jones Sustainability Index (Europe)

, to name

a few. I encourage you to read our Sustainability and

People Report, which will be published in the coming

weeks, for a more in-depth review of our progress.

Navigating today's environment

The investment landscape across the industry

during FY24 was nuanced. For more equity-focused

strategies, transaction velocity reduced substantially

across the market, with 2023 marking the second

consecutive year that buyout volumes globally

reduced

. By contrast, deployment in private debt

strategies held up, taking advantage of the funding

gap created by the leveraged loan and high yield

bond markets being generally closed - over 80%

ofLBOs in Europe during 2023 were backed by

direct lending strategies

.FormanyLPs,thelevel

of realisationshasbeenasignificantchallengeover

the last 24 months and a differentiator as they select

managers. DPI has been described as “the new IRR”,

this has become a competitive advantage for ICG.

Consistently crystallising performance has long

been an expressly avowed feature of our investment

approach,andwearereapingthebenefitstoday,

with a number of our strategies having a proven

track record of being top decile.

From a deployment perspective, strategies that

invest in credit, structured transactions and liquidity

solutions are attractive in today’s environment.

Our broad waterfront of products has enabled

us to capitalise on these conditions for our clients,

which is particularly notable in the business activity

duringtheyearwithinourflagshipDirectLending

strategy, and in our families of secondary

and

corporate

strategies.

Lookingahead,wedonotseesignsofanotable,

imminent and sustained increase in traditional buyout

volumes. However, we do believe that companies will

continue to seek to raise capital to support their

growth and ownership ambitions, and ICG's range of

productsenablesustoprovideflexiblesolutions

across the capital structure that we expect to

continue to be attractive in this environment. Further

reflectionsontrendsandouroutlookrelativetoour

principal areas of risk can be found on pages 42-45.

Benoît Durteste

CEO and CIO

1. Source: Bloomberg as of 31 March 2024.

2. MSCI and S&P Global.

3. Source: Bain & Company, Global Private Equity Report 2024.

4.StrategicEquityandLPSecondaries.

5. European Corporate, Europe Mid Market and Asia Corporate.

“ICG is clearly a manager of choice for clients. Our broad

waterfront of products, investment track record, and

financialstrengthpositionusformanyyearsofgrowth.”

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Chief Executive Officer’s Review continued

Building for growth

Our focus on building the ICG platform to have

breadth at scale across our investment strategies

and our client base; our reputation for investment

excellence;andourhumanandfinancialcapital,

all combine to create a powerful and growing

ecosystem that positions us for long-term success

and enables us to proactively manage through market

cycles. In a strong market, the vast majority of

managersappeartoflourish;inmorechallenging

environments,thebenefitsofstronginvestment

discipline and a sustainable, long-term business

model become more apparent.

That we are in an attractive position in this

respect is clearinourfinancialperformance:

in FY24 we raised $13.0bn, exceeding our

accelerated fundraising guidance; our fee-earning

AUM grew, closing the year at $69.7bn; management

fees of £505m surpassed half a billion pounds for the

firsttimeever;portfoliocompanyperformanceand

transaction visibility led to performance fees of

£74m being recognised and NIR of 13%; and FMC

PBT reached £375m, growing for the tenth

consecutive year.

Supporting this growth, we have continued to invest

in our platform – we now have 635 employees

globally and operate out of 19 locations. During

the yearweopenedanofficeinCanada,grewour

presence in Poland and India, and made a number

of hiresacrossthefirm,inparticularwithinour

marketing and CBS teams. While we expect to

continue to welcome more colleagues in FY25

at all levels, we have already made substantial

investments to position the business and platform

for further future growth.

Looking ahead

Today our waterfront of products is broad and

attractive. We have a number of globally relevant,

large,flagshipstrategiesthathaveconsiderable

runway for further growth; and an exciting group

of scaling strategies that provide multiple levers to

expand and diversify our business globally in the

coming years.

We are working on a number of promising

first-time funds - including Real Estate Asia and

InfrastructureAsia-andwearelaunchingourfirst

wealth-focused product, ICG Core Private Equity.

This is an institutional-quality US evergreen fund

giving clients differentiated access to private

equity through the secondary market.

Iremainveryconfidentofthemarket’songoing

evolution and innovation. Since we listed 30 years

ago ICG has been growing and investing successfully

forthebenefitofourclientsandourshareholders,

and today we have the market opportunity combined

withthestrategicandfinancialresourcesthat

position us for decades of growth to come.

Thank you for your continued support.

Benoît Durteste

CEO and CIO

Meeting client demand

Of the $13.0bn fundraising during the year, 31%

came from the US and 11% came from the Wealth

channel – both areas of focus that we have previously

highlighted. We enjoyed strong demand for the two

flagshipstrategieswehadinthemarket,Strategic

Equity (which raised $3.5bn) and European Direct

Lending(SeniorDebtPartners,whichraised

$3.7bn), as well as for a number of scaling strategies

including Europe Mid-Market II and North America

Credit Partners III. All four of these funds are already

larger than their predecessor vintages and are

continuing to raise.

The current fundraising backdrop is especially

difficultforfirsttimefunds,andagainstthat

backdrop we are extremely pleased with three

notablesuccesses:ICGLifeScienceswasselected

as an Investment Partner for the UK Government-

backedLong-termInvestmentforTechnologyand

Science(LIFTS)initiative;weraised$0.5bnforour

RealEstateEquity's"Metropolitan"fundfamily;and

wehadthefinalcloseforthefirstvintageofICGLP

Secondaries, with a materially oversubscribed

fundraise for the strategy closing at $1.0bn.

These successes build on our differentiated ability

to broaden our waterfront of products organically;

underline the trust our clients are willing to place in

us; and have opened up new asset classes for ICG

in which to grow our AUM in the coming years.

Since 1 April 2021 we have attracted more capital

more quickly than we anticipated, raising $46bn

over three years. During this time we have grown

our client base by 43%, from 476 to 681, and these

new clients contributed 35% of our fundraising in

the period. This is a material step-up in our scale

globally, and as more of our strategies get

incrementally larger, we expect to see further

benefitsofourgrowingclientfranchiseacross

our platform.

6. Full Time Equivalent basis.

ICG

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Chief Executive Officer’s Review continued

ICG’s global footprint today, operating out of 19 locations

Sydney

Singapore

Hong Kong

• Tokyo

• Stockholm

• Copenhagen

London

• Milan

Frankfurt

Paris

Amsterdam

Luxembourg

Madrid •

Dubai •

Warsaw

Pune

New York

• Toronto

• San Francisco

FY24FY17

FY21

681

285

476

Global client base is scaling

Global Fee income

1. USD 35%

2. EUR 56%

3. GBP 8%

4. Other 1%

APAC

UK and Ireland

EMEA

(excluding UK and Ireland)

Americas

2.Clientsplitbygeographyweightedby%ofthird-partyAUM,excludingCLOs,listedvehicles,non-feepaying

co-investments and non-fee paying leverage.

1. This includes locations of outsourced service providers

where there are no ICG employees. Circles are not to scale.

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How we create value

The value

we create

We have a wide range of

stakeholders who share

our success

Our strategy

We are scaling up,

scaling out and

investing in our

platform to meet

the needs of our

investment strategies

and our global client

base.

What we do

We manage our

clients’ capital across

four asset classes

andprovideflexible,

sustainablefinancing

solutions to companies

Our clients

We develop long-term

relationships and serve

a global client base

How we

manage risk

We identify and

mitigate the potential

impact of risks on

our business and

appropriately set

our risk appetite

Our market

We are well positioned

tobenefitfromprivate

market trends

Our resources

We have four key

resources that

we require to operate,

create value and

achieve our objectives:

– Our reputation

and track record

– Our people and

platform

– Our client franchise

–Ourfinancial

resources

Our purpose

is to create value

byprovidingflexible

and sustainable

capital that helps

businesses

develop and grow

Our business model

INVESTING

IN GROWTH

TO CREATE

VALUE

ICG’s entrepreneurial culture, breadth of

investment strategies and our well-capitalised

platform enables us to sustain business activity

throughout economic cycles.

ICG

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Our business model continued

Our purpose

We are a global alternative

asset manager. Our purpose

is to create value by providing

flexibleandsustainablecapital

that helps businesses develop

and grow.

Our culture of balancing ambition, performance

and inclusion remains a driver of our success.

Environmental, social, and governance concerns

are central to how we manage investment risks

and opportunities.

Wehavethestrategicandfinancialresources

necessary to capitalise on future opportunities

and to continue to generate long-term value for

our shareholders and clients.

Our resources

Our reputation and track record

We have existed for 35 years and listed in 1994. Our

reputation of having a strong investment focus and

our track record of delivering value for our clients

are key to our continued success.

Our people and platform

Weareaworld-classfirmofoutstanding

professionals, and we form a purposeful community

between our colleagues, the businesses with which

we work, and our clients.

Ourbusinessisorganisedtoreflectouremphasis

on investment performance, client focus, and

operational excellence. We succeed because of our

people and culture demonstrating integrity, diversity

and collaboration.

See Our People page 35

Our client franchise

Our global marketing and client relations team

ensures that we continue to understand and meet

the requirements of our clients.

Our strong client franchise enables us to grow

existing strategies and to launch new strategies.

Our financial resources

Our visible, recurring fee income enables us to plan

with a long-term view, and our strategic and valuable

balance sheet enables us to seed and accelerate new

strategies, and to align our interest with our clients.

See Finance Review page 16

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Our business model continued

Our asset classes

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.

Our asset classes

Our market environment

ICGiswell-positionedtobenefitfromprivatemarkettrends.Ourdiversityofstrategiesisastrategicadvantageasitallowsustohelpclientsmeettheirinvestmentobjectivesacross

a wide range of funds and across economic cycles.

See page 7.

Structured and Private Equity

Provides structured and equity solutions to

private companies, including both control

transactions and minority investments.

41%

Fee-earning AUM

58%

Fee income

Credit

Invests in tradeable credit markets.

25%

Fee-earning AUM

13%

Fee income

Private Debt

Providesdebtfinancingtohigh-quality

corporate borrowers.

23%

Fee-earning AUM

19%

Fee income

Real Assets

Providesdebtandequityfinancinginthereal

estate and infrastructure sectors.

11%

Fee-earning AUM

10%

Fee income

What we do

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

sustainablefinancing solutions to companies.

Purpose

Creating value

by providing flexible

and sustainable capital to

helps businesses develop

and grow

1. Grow fee-earning

AUM

We raise capital from clients

across a range of investment

strategies. By broadening our

product offering, we grow our

client base and our business

with existing clients.

2. Invest

We use our investment platform

and expertise to secure attractive

opportunities on behalf of

our clients.

3. Manage

and Realise

We work hard to help our

portfolio companies develop and

grow, and where appropriate we

support them on sustainability

matters such as decarbonisation

and diversity, equity and inclusion.

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1. EMEA (excluding

UK & Ireland)

37%

2. Americas 27%

3. APAC 22%

4. UK & Ireland 14%

1. Pension 31%

2. Insurance Company 16%

3. Asset Manager 14%

4. FamilyOffice 12%

5. Wealth 3%

6. Other 24%

1. Top 1 Client AUM 3%

2. Top 2-5 Client AUM 10%

3. Top 6-10 Client AUM 8%

4. Top 11-20 Client AUM 12%

5. Rest 67%

Our business model continued

Our clients

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

investment objectives.

The value we create

Employees

We invest in our people, provide a safe working environment, and support a diverse,

skilled and committed workforce.

Clients

Clients entrust us with their capital to invest on their behalf. Creating value for our clients through

investing and managing their capital is central to our purpose.

Shareholders and lenders

We generate an attractive risk-adjusted return through a combination of income and growth

for our capital providers, with the return on our operations exceeding our cost of capital.

Suppliers

We ensure our suppliers are engaged with our business to better meet our needs and to enable

us to understand their perspective.

Community

Wearecommittedtoservingandsupportingourwidercommunitythroughfinancial

andnon-financialmeans.

Environment

Effectively implementing our responsible business practices helps us to deliver long-term value.

Regulators

Understanding and adhering to the standards set is of paramount importance to our success

as an asset manager.

Managing our risks

Successfully identifying and mitigating the potential impact of risks on our business and appropriately setting our risk appetite is critical to ensure we continue to generate long-term value for our stakeholders.

See Managing Risks on page 40

Client split by type

Client diversification

Client split by geography

See Stakeholder Engagement on

page 28

See the Sustainability and People Report

2023/2024: www.icgam.com/spr

1. Clientgeographyandtypeshownbynumberofclients.Clientdiversificationweightedbypercentage

ofthird-partyAUM,excludingCLOsandlistedvehicles.

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Key Performance Indicator

Fee-earning AUM

Weighted-average fee rate

Fund Management

Company operating margin

Deployment of direct

investment funds

Percentage of realised assets

exceeding performance hurdle

UK senior management diversity

HOW WE

MEASURE

OUR SUCCESS

Alternative performance measures

Our KPIs include alternative

performance measures,

providing additional insight

into the performance

of our business.

TheUK-adoptedIASfinancialinformationonpage

125 includes the impact of the consolidated funds

which are determined by UK-adopted IAS to be

controlled by the Group, although the Group’s

loss exposure to these funds is limited to the

capital invested by the Group in each fund and the

associated net investment returns.

Theglossaryonpage196includesthedefinitions

of these alternative performance measures and

reconciliation to the relevant IFRS measures.

Our Key Performance Indicators (KPIs)

help us monitor our progress:

See more on our strategic objectives

on page 12

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20242020 202320222021

39.6

62.8

46.7

58.3

69.7

20242020 202320222021

0.79

0.90

0.81

0.88

0.92

Key performance indicators

Fee-earning AUM $bn

$69.7bn

Rationale

Raising third-party funds is one of the leading

indicatorsoftheGroup’sprofitability.

Outcome

Fee-earning AUM of $69.7bn up 11% compared to

FY23 on a constant currency basis. See page 17 for

further discussion.

Weighted-average fee rate %

0.92%

Rationale

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, amongst other

things, the composition of fee-earning AUM.

Outcome

The effective management fee rate on our

fee-earning AUM at the period end was 0.92%

(FY23: 0.90%).

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Deployment of direct

investment funds %

Key performance indicators continued

FMC operating margin %

57.4%

Percentage of realised assets

exceeding performance hurdle %

94.3%

UK senior management

gender diversity %

36.3%

LTDdeployedas%offundsraised

40 100

% investment period

8060200

100

Key to deployment funds

Europe VIII

Asia Pacific IV

LP Secondaries I

Recovery Fund II

RE Partnership VI

20242020 202320222021

53.6

57.5

52.1

55.8

57.4

20242020 202320222021

92.0

89.5

88.2

89.3

94.3

20242020 202320222021

43.8

35.3

42.1

41.2

36.3

Rationale

The FMC operating margin is a measure of the

efficiencyofourfundmanagementactivities.

Outcome

The FMC operating margin was 57.4%

(FY23: 57.5%). See page 23 for further discussion.

Rationale

Directinvestmentfundshaveadefinedinvestment

period. We monitor progress against a straight-

line deployment basis as an indicator of timing

for subsequent fund raising.

Outcome

During the period we deployed a total of $7.7bn

of AUM on behalf of our direct investment funds

(FY23: $10.5bn).

Rationale

An indicator of our ability to manage portfolios to

maximise value is the level of realised assets for

which the return is above the fund performance

hurdle rate. This is the minimum return level clients

expect and the point at which the Group earns

performance fees.

Outcome

Our strategies continued to perform strongly.

The outcome for the year on this KPI is in line

with our long-term average.

Rationale

We believe a more diverse and inclusive workforce

enhances the delivery of our strategic objectives

and shareholder value. We have pledged to uphold

the number of women in senior management roles

at 30% in an industry in which senior positions are

predominantly held by men.

Outcome

Despite a change in management organisation

during the year and the impact of individual

moves within a small group, the Group has

maintained its gender diversity above the

Women in Finance target.

Read more on our Executive Director

KPIs on page 100

Finance review

LONG-TERM

GROWTH

CREATING

VALUE

AUM and FY25 fundraising

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

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

financialresultsdiscussedinthisreview,whichtheBoardbelievesassistshareholdersinassessingtheir

investmentandthedeliveryoftheGroup’sstrategythroughitsfinancialperformance.

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

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

IASconsolidatedfinancialstatementsatfairvaluebutexcludedfortheAPMinwhichtheGroup’seconomic

exposure to the assets is reported.

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

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

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

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

TheGroup’sprofitbeforetaxonaUK-adoptedIASbasiswasabovepriorperiodat£530.8m(FY23:£251.0m).

On the APM basis it was above the prior period at £597.8m (FY23: £258.1m).

The Group’s APM Net Investment Returns in FY24 include £60m of gains that had previously been recognised

underUK-adoptedIASbutnotunderAPM.Thisisduetoachangeinclassificationofoneassetthatwas

originally expected to be transferred to a fund managed by ICG and that is now expected to be sold to third

parties.

Detailoftheseadjustmentscanbefoundinnote4totheconsolidatedfinancialstatementsonpages135to139.

AUM of $98bn

AUM ($m)

Structured

and Private

Equity Private Debt Real Assets Credit

Seed

investments Total

At 1 April 2023 29,887 23,849 8,218 18,205 – 80,159

Fundraising and other additions 6,030 5,135 1,243 1,873 394 14,675

Realisations (1,114) (843) (768) (2,327) (403) (5,455)

Market movements (305) (508) (60) 193 89 (591)

Impact of methodology change

(see below) 6,374 669 2,182 – 419 9,644

At 31 March 2024 40,872 28,302 10,815 17,944 499 98,432

Note on methodology change regarding AUM:TobringourdefinitionofAUMmorecloselyintolinewith

marketpracticeandtomoreaccuratelyreflectthevaluethatwemanageonbehalfofourclients,effective

31 March2024weareincludingfee-exemptAUMthatwemanage.Thereisnoimpactonthedefinitionof

fee-earning AUM or on ICG plc's economics as a result of this change.

“We are reporting growth across all key metrics

forICG.Ourpowerfulfinancialmodelisgenerating

long-term value for shareholders.”

David Bicarregui

Chief Financial Officer

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Fee-earning AUM of $70bn

Fee-earning AUM ($m)

Structured and

Private Equity Private Debt Real Assets Credit Total

At 1 April 2023 23,840 14,249 6,862 17,898 62,849

Funds raised: fees on committed

capital 5,298 – 581 – 5,879

Deployment of funds: fees on

invested capital 706 3,820 1,257 1,958 7,741

Total additions 6,004 3,820 1,838 1,958 13,620

Realisations (827) (1,777) (900) (2,471) (5,975)

Net additions / (realisations) 5,177 2,043 938 (513) 7,645

Stepdowns (220) – (92) – (312)

Market movements (463) (382) 25 296 (524)

At 31 March 2024 28,334 15,910 7,733 17,681 69,658

Change $m 4,494 1,661 871 (217) 6,809

Change % 19% 12% 13% (1)% 11%

Change % (constant exchange rate) 19% 12% 11% (1)% 11%

The bridge between AUM and Fee-earning AUM is as follows:

Structured

and Private

Equity Private Debt Real Assets Credit

Seed

investments Total

Fee-earning AUM 28,334 15,910 7,733 17,681 – 69,658

AUM not yet earning fees 3,883 11,534 393 450 – 16,260

Fee-exempt AUM 6,374 669 2,182 – – 9,225

Balance sheet investment portfolio

and Other

2,281 189 507 (187) 499 3,289

AUM 40,872 28,302 10,815 17,944 499 98,432

1.Includeseliminationof$588m(£465m)duetohowthebalancesheetinvestmentportfolioaccountsforandinvestsintoCLO's

managedbyICGanditsaffiliates

At31March2024wehad$26.3bnofAUMavailabletodeployinnewinvestments("drypowder"),ofwhich

$16.3bn was not yet earning fees.

FY25 fundraising

At 31 March 2024, closed-end funds and associated SMAs that were actively fundraising included SDP V;

StrategicEquityV;NorthAmericaCreditPartnersIII;EuropeMid-MarketII;InfrastructureEuropeII;Life

SciencesI;andvariousRealEstateequityanddebtstrategies.DuringFY25weexpecttoholdfinalclosesfora

number of those including SDP V, Strategic Equity V, North America Capital Partners III and Infrastructure II. We

anticipate launching a number of funds including Core Private Equity and Europe IX. The timings of launches

and closes for these funds depends on a number of factors, including the prevailing market conditions.

Finance review continued

AUM and FY25 fundraising continued Group financial performance

£m unless stated

Year ended

31 March 2023

Year ended

31 March 2024 Change %

Management fees 481.4 505.4 5%

Performance fees 19.6 73.7 n/m

Fee income 501.0 579.1 16%

Movement in fair value of derivative (26.8) – n/m

Other Fund Management Company income 65.7 72.9 11%

Fund Management Company revenue 539.9 652.0 21%

Fund Management Company operating expenses (229.2) (277.5) 21%

Fund Management Company profit before tax 310.7 374.5 21%

Fund Management Company operating margin 57.5% 57.4% (0.1)%

Net investment return 102.3 379.3 n/m

Other Investment Company Income (3.9) (31.3) n/m

Investment Company operating expenses (103.1) (100.4) 3%

Interest income 13.9 21.5 55%

Interest expense (61.8) (45.8) 26%

InvestmentCompany(loss)/profitbeforetax (52.6) 223.3 n/m

Group profit before tax 258.1 597.8 n/m

Tax (28.8) (78.5) n/m

Group profit after tax 229.3 519.3 n/m

Earnings per share 80.3 p 181.5 p n/m

Dividend per share 77.5p 79p 2%

Total available liquidity £1.1bn £1.1bn 7%

Balance sheet investment portfolio £2.9bn £3.1bn 6%

Net gearing 0.52x 0.38x (0.14)x

Net asset value per share 694p 801p 15%

1. The % change, where the movements are in excess of +100%/ (100)% are shown as n/m.

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How our fee-earning AUM develops

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

All commitments to the fund are charged fees from the date of the ‘first close’.

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

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

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

capital base is reduced.

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

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

realises investments.

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

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

AUM

Deployed AUM

Dry powder

Fee-earning AUM

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

AUM

not yet

paying

fees

Fund 1

Fund 2

Fund 3

Basis of

charging

management

fees

Invested capital

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

Fund 1

Fund 2

Fund 3

Committed capital

Invested capital

Committed capital

Invested capital

Basis of

charging

management

fees

AUM

Deployed AUM

Dry powder

Fee-earning AUM

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Performance of key funds

Vintage

Total

fund size Status % deployed

Gross

MOIC

Gross

IRR DPI

Europe VI 2015 €3.0bn Realising 2.2x 23% 179%

Europe VII 2018 €4.5bn Realising 1.9x 19% 42%

Europe VIII 2021 €8.1bn Investing 47% 1.3x 16% –%

Europe Mid-Market I 2019 €1.0bn Investing 93% 1.6x 29% 34%

Europe Mid-Market II Fundraising

AsiaPacificIII 2014 $0.7bn Realising 2.1x 18% 98%

AsiaPacificIV 2020 $1.1bn Investing 48% 1.4x 20% –%

Strategic Secondaries II 2016 $1.1bn Realising 3.1x 48% 200%

Strategic Equity III 2018 $1.8bn Realising 2.6x 44% 30%

Strategic Equity IV 2021 $4.3bn Investing 97% 1.5x 35% 3%

Strategic Equity V Fundraising

LPSecondariesI 2024 $0.8bn Investing 28% 2.1x 79% 4%

Key drivers

Business activity Fundraising:StrategicEquity($3.5bn),MidMarketII($1.2bn);LP

Secondaries ($0.7bn)

Deployment: Mostly driven by European Corporate ($0.8bn) and

Strategic Equity ($0.5bn)

Realisations: Strategic Equity ($0.6bn)

Fee income Management fees: Prior period included £30.6m of catch up fees

(FY24: £3.7m). Underlying growth driven largely by fundraising

forStrategicEquityVaswellasforLPSecondariesI

Performance fees: Include inaugural recognition for Europe VII

Balance sheet investment portfolio Investment returns: Strategic Equity and European Corporate

driving positive NIR, supported by underlying company growth

Fund performance Broad-based year-on-year growth across key funds

Group financial performance continued

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Structured and Private Equity

Overview

Flagship strategies Scaling strategies Seeding strategies

European Corporate

Strategic Equity

European Mid-Market

AsiaPacificCorporate

LPSecondaries

LifeSciences

Core Private Equity

Year ended

31 March 2023

Year ended

31 March 2024

Year-on-year

growth

Last five years

CAGR

2,3

AUM $29.9bn $40.9 bn

37% 26%

Fee-earning AUM $23.8bn $28.3bn 19% 21%

Fundraising $3.5bn $5.4bn 55%

Deployment $4.3bn $1.7bn (61)%

Realisations $2.3bn $0.8bn (64)%

Effective management fee rate 1.26% 1.24% (2)bps

Management fees £283m £284m –% 22%

Performance fees £13m £53m 298%

Balance sheet investment portfolio £1.8bn £1.8bn

Annualised net investment return

6% 13% 16%

1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.

2. AUM on constant currency basis;

3. AUM calculation based on 31 March 2019 to 31 March 2024;

4. Balance Investment Portfolio NIR;

5. Five-year average

Finance review continued

Group financial performance continued

Private Debt

Overview

Flagship strategies Scaling strategies Seeding strategies

Senior Debt Partners North America Credit Partners -

Year ended

31 March 2023

Year ended

31 March 2024

Year-on-year

growth

Last five years

CAGR

2,3

AUM $23.8bn $28.3bn

19% 23%

Fee-earning AUM $14.2bn $15.9bn 12% 22%

Fundraising $3.8bn $4.8bn 26%

Deployment $4.5bn $3.8bn (14)%

Realisations $2.0bn $1.8bn (8)%

Effective management fee rate 0.82% 0.84% +2bps

Management fees £84m £100m 20% 28%

Performance fees £6m £8m 22%

Balance sheet investment portfolio £0.2bn £0.1bn

Annualised net investment return

9% 9% 10%

1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.

2. AUM on constant currency basis;

3. AUM calculation based on 31 March 2019 to 31 March 2024;

4. Balance Investment Portfolio NIR;

5. Five-year average

Performance of key funds

Vintage

Total

fund size Status % deployed

Gross

MOIC

Gross

IRR DPI

Senior Debt Partners II 2015 €1.5bn Realising 1.3x 8% 97%

Senior Debt Partners III 2017 €2.6bn Realising 1.2x 7% 47%

Senior Debt Partners IV 2020 €5.0bn Realising 1.2x 11% 15%

Senior Debt Partners V Fundraising /

Investing

North American Private

Debt I

2014 $0.8bn Realising 1.5x 16% 128%

North American Private

Debt II

2019 $1.4bn Investing 95% 1.3x 13% 34%

North America Credit

Partners III

Fundraising

Key drivers

Business activity Fundraising: Senior Debt Partners ($3.7bn) and North America

Credit Partners III ($1.0bn)

Deployment: Senior Debt Partners ($3.5bn) and North America

Credit Partners ($0.2bn)

Realisations: Senior Debt Partners ($1.4bn) and North America

Credit Partners ($0.3bn)

Fee income Management fees: Net deployment supporting higher fee earning

AUM, in particular in Senior Debt Partners

Performance fees: Positive impact of higher base rates

Balance sheet investment portfolio Investment returns: Interest rates remaining at higher levels and

limited impairments

Fund performance Keyfundsgenerallyflat-to-upyear-on-year

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Finance review continued

Group financial performance continued

Overview Strategic

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Annual Report & Accounts 2024

Real Assets

Overview

Flagship strategies Scaling strategies Seeding strategies

- Infrastructure Europe

Real Estate Equity Europe

Real Estate Debt

Infrastructure Asia

Real Estate Equity Asia

Year ended

31 March 2023

Year ended

31 March 2024

Year-on-year

growth

Last five years

CAGR

2,3

AUM $8.3bn $10.8bn

30% 21%

Fee-earning AUM $6.9bn $7.7bn 11% 20%

Fundraising $1.0bn $1.0bn (4)%

Deployment $1.7bn $2.2bn 28%

Realisations $1.0bn $0.9bn (10)%

Effective management fee rate 0.91% 0.94% +3bps

Management fees £49m £56m 15% 20%

Performance fees – – n/m

Balance sheet investment portfolio £0.3bn £0.4bn

Annualised net investment return

8% 13% 7%5

1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.

2. AUM on constant currency basis;

3. AUM calculation based on 31 March 2019 to 31 March 2024;

4. Balance Investment Portfolio NIR;

5. Five-year average

Performance of key funds

Vintage

Total

fund size Status % deployed

Gross

MOIC

Gross

IRR DPI

Real Estate Partnership

Capital IV

2015 £1.0bn Realising 1.2x 5% 97%

Real Estate Partnership

Capital V

2018 £0.9bn Realising 1.2x 9% 28%

Real Estate Partnership

Capital VI

Investing 73% 1.1x 11% 10%

Infrastructure Equity I 2020 €1.5bn Investing 97% 1.3x 21% 1%

Infrastructure II Fundraising /

Investing

Sale&LeasebackI 2019 €1.2bn Investing 92% 1.2x 8% 6%

Strategic Real Estate II Fundraising /

Investing

Key drivers

Business activity Fundraising: Real Estate equity and debt strategies ($0.6bn) and

Infrastructure II ($0.4bn)

Deployment: Real Estate equity and debt strategies ($1.5bn),

Infrastructure Europe ($0.7bn)

Realisations: Real Estate equity and debt strategies ($0.8bn),

Infrastructure Europe ($0.1bn)

Fee income Management fees: Debt strategies continue to deploy, increasing

fee earning AUM. Equity strategies charging higher fees rate,

positively impacting the effective management fee rate

Performance fees: No performance fees due to early stage of key

carry-eligible funds

Balance sheet investment portfolio Investment returns: Positive NIR in Real Estate Equity and

Infrastructure,withRealEstateDebtbroadlyflatyear-on-year

Fund performance Keyfundsbroadlyflat-to-upyear-on-year

Finance review continued

Group financial performance continued

The Fund Management Company (FMC) manages our third-party AUM, which it invests on behalf of the

Group’s clients.

Management fees

The effective management fee rate on our fee-earning AUM at year end was 0.92% (FY23: 0.90%), and

management fees for the period totalled £505.4m (FY23: £481.4m), a year-on-year increase of 5% (7% on a

constant currency basis).

In FY24 management fees included £4.6m of catch-up fees (FY23: £30.6m). Excluding catch-up fees,

management fees delivered a year-on-year growth rate of 11%.

Performance fees

Performance fees recognised for the year totalled £73.8m (FY23: £19.6m). The year-on-year increase was

largely due to the inaugural recognition in the current period of performance fees relating to Europe VII

(£14.8m) as well as recognition of performance fees within Alternative Credit (which are tested every three

years). During the year we realised £26m in cash from performance fees, and at 31 March 2024 the Group had

an asset of £83.7m of accrued performance fees (FY23: £37.5m).

£m

Accrued performance fees at 31 March 2023 37. 5

Accruals during period 73.8

Received during period (25.9)

FX and other movements (1.7)

Accrued performance fees at 31 March 2024 83.7

Fund Management Company

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Credit

Overview

Flagship strategies Scaling strategies Seeding strategies

CLOs LiquidCredit -

Year ended

31 March 2023

Year ended

31 March 2024

Year-on-year

growth

Last five years

CAGR

2,3

AUM $18.2bn $17.9bn

(1)% 7%

Fee-earning AUM $17.9bn $17.7bn (1%) 8%

Fundraising $1.9bn $1.8bn (3)%

Realisations $1.7bn $2.5bn 49%

Effective management fee rate 0.49% 0.48% (1)bps

Management fees £66m £65m (1%) 10%

Performance fees – £13m n/m

Balance sheet investment portfolio £0.4bn £0.3bn

Annualised net investment return

(7%) (1)% (2)%

1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.

2. AUM on constant currency basis;

3. AUM calculation based on 31 March 2019 to 31 March 2024;

4. Balance Investment Portfolio NIR;

5. Five-year average

Key drivers

Business activity Fundraising:OneUSCLO($0.4bn)andoneEuropeanCLO

($0.4bn),remaindercomingintovariousLiquidCreditfunds

Realisations:LiquidCredit($1.9bn)andCLOs($0.6bn)

Fee income Management fees: In line with trajectory of fee-earning AUM

Performance fees: Due to Alternative Credit, which has a

performance fee test every three years

Balance sheet investment portfolio Investmentreturns:PositiveNIRacrossCLOequity,CLOdebtand

LiquidCredit,offsetbyareductioninthevalueofthebalance

sheet'sholdingofCLOequitytoreflectCLOdividendsreceived

that are recorded in the FMC

Finance review

continued

Fund Management Company continued

Other income and movements in fair value of derivatives

Otherincomeincludesdividendreceiptsof£47.0m(FY23:£40.2m)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 (FY23: £25.0m), as well as other income of £0.9m (FY23:

£0.5m).

During FY23 the Group decided to no longer enter into FX transaction hedges for its fee income as a matter

of course (although it may still do so on an ad hoc basis), and economically closed out all outstanding such

hedges. For FY24 the movement in fair value of derivatives within the FMC was zero (FY23: £(26.8)m).

Operating expenses and margin

Operating expenses increased by 21% compared to FY23 and totalled £277.5m (FY23: £229.2m). Salaries and

Incentive Scheme Costs increased ahead of headcount (which grew 9%), largely due to a number of senior

hires, combined with the annualisation impact of prior years' joiners that started part way through FY23. Other

administrative costs increased year-on-year, linked to growth across various business lines and ongoing

investments in our operating platform.

£m

Year ended

31 March 2023

Year ended

31 March 2024

Change

Salaries 85.0 101.0 19%

Incentive scheme costs 92.2 113.3 23%

Administrative costs 45.7 56.8 24%

Depreciation and amortisation 6.3 6.4 2%

FMC operating expenses 229.2 277.5 21.1%

FMC operating margin 57.5% 57.4% (0.1%)

Within FMC operating expenses (Incentive scheme costs), there was £41.0m expensed for stock-based

compensation.

TheFMCrecordedaprofitbeforetaxof£374.5m(FY23:£310.7m),ayear-on-yearincreaseof21%andan

increase of 23% on a constant currency basis.

Recognition of performance fees

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

thresholds are met (see page 22).

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

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

investment teams.

Over the medium term we expect performance fees to be ~10–15% of our total third-party fee income.

Accrual of unrealised performance fees is a matter of judgement (see note 3 on page 134) and we take a

conservativeapproachtominimisethepossibilityofanysignificantreversals.

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

charges fees on committed capital

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

the future. In practice recognition generally occurs after a number of realisations have been made. Timing of

recognition depends on deployment, exits and fund performance.

Where the hurdle date is expected to be reached within 24 months of the year end, a constraint will be

applied to the performance fee that is recognised but not yet paid. For FY24, this constraint was 56% (see

page 134.

Certainfundsthatchargefeesoninvestedcapitalalsochargeperformancefees,whichtheGroupbenefits

from. The process for recognising performance fees in these funds is the same as outlined above, and the

illustrativeprofileinthegraphwouldchangetoreflectthemanagementfeebeingchargedoninvested.For

more detail on how we charge management fees (see page 18).

When a successor fund is raised and is earning

management fees, the prior vintage has a step

down in management fees (see page 18)

Management fees

Performance fees

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

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Net Investment Returns

Forthefiveyearsto31March2024,NetInvestmentReturns(NIR)have been in line with our medium-term

guidance, averaging 11%. For the twelve months to 31 March 2024, NIR were 13% (FY23: 4%).

NIR of £379.3m were comprised of interest of £124.9m from interest-bearing investments (FY23: £113.2m),

capital gains of £252.4m (FY23: loss of £(13.2)m) and other income of £2.0m. NIR were split between asset

classes as follows:

£m

Year ended 31 March 2023 Year ended 31 March 2024

NIR (£m)

Annualised

NIR (%) NIR (£m)

Annualised

NIR (%)

Structured and Private Equity 112.9 6% 232.5 13%

Private Debt 14.4 9% 13.8 9%

Real Assets 20.7 8% 44.2 13%

Credit (30.1) (7%) (2.9) (1%)

Seed Investments

(15.6) (6%) 91.7 25%

Total net investment returns 102.3 4% 379.3 13%

1. FY23NIRadjustedtoreflectthreeassetswithSeedInvestmentsthatwerepreviouslyincludedwithinRealAssets.

TheNIRincludeda£118mbenefitfromthreeinvestmentsthatwereoriginallyintendedasseedinvestments

but which we will now sell directly to third parties.

For further discussion on balance sheet investment performance by asset class, refer to pages 8 to 11

of this announcement.

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

£m

Year ended

31 March 2023

Year ended

31 March 2024 Change

Changes in fair value of derivatives

16.8 (7.3) n/m

Inter-segmental fee (25.0) (25.0) –%

Other 4.3 1.0 (77)%

Other IC revenue (3.9) (31.3) n/m

1. Derivatives relate to the hedging of our net currency assets, see page 27.

As a result, the IC recorded total revenues of £348m (FY23: £98.4m).

Finance review continued

Investment Company

The Investment Company (IC) invests the Group’s balance sheet to seed new strategies, and invests alongside

the Group’s scaling and flagship 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 was valued at £3.1bn at 31 March 2024 (31 March 2023: £2.9bn). During

the period, it generated net realisations and interest income of £139m (FY23: £122m), being net realisations of

£88m (FY23: £103m) and cash interest receipts of £51m (FY23: £53m).

It made seed investments totalling £312m,includingonbehalfofRealEstateEquity,LifeSciencesand

Infrastructure Asia.

£m

As at 31

March 2023

New

investments Realisations

Gains/ (losses)

in valuation FX & other

As at 31

March 2024

Structured and Private

Equity 1,751 94 (225) 232 (45) 1,807

Private Debt 169 22 (50) 13 (5) 149

Real Assets 289 179 (103) 44 (7) 402

Credit

363 28 (63) (3) (7) 318

Seed Investments

330 312 (333) 92 (7) 394

Total Balance Sheet

Investment Portfolio 2,902 635 (774) 378 (71) 3,070

1.WithinCredit,at31March2024£22mwasinvestedinliquidstrategies,withtheremaining£296minvestedinCLOdebt(£106m)

and equity (£190m).

2.Gains/(losses)invaluationincludeagainof£60mrecognisedintheprioryearUK-adoptedIASfinancialstatements.

ICG

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Finance review

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Group

Tax

The Group recognised a tax charge of £(78.5)m (FY23: £(28.8)m), resulting in an effective tax rate for the

period of 13.2% (FY23: 11.2%). The increase compared to the prior year is due to an increase from 19% to 25% in

the UK tax rate and positive NIR.

As detailed in note 13, the Group has a structurally lower effective tax rate than the statutory UK rate. This is

largelydrivenbytheInvestmentCompany,wherecertainformsofincomebenefitfromtaxexemptions.

Dividend and share count

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

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

TheBoardhasproposedafinaldividendof53.2ppersharewhich,combinedwiththeinterimdividendof25.8p

per share, results in total dividends for the year of 79.0p (FY23: 77.5p). This marks the 14th consecutive year of

increasesinourordinarydividendpershare,whichoverthelastfiveyearshasgrownatanannualisedrateof

12%. We continue to make the dividend reinvestment plan available.

At 31 March 2024 the Group had 290,631,993 shares outstanding (31 March 2023: 290,598,849). During the

year the Group recognised £53.6m in stock-based compensation. The Group has a policy of neutralising the

dilutiveimpactofstock-basedcompensationthroughthepurchaseofsharesbyanEmployeeBenefitTrust

('EBT').

Investment Company continued

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Annual Report & Accounts 2024

Investment Company expenses

Operating expenses in the IC of £100.4m decreased by 3% compared to FY23 (£103.1m).

£m

Year ended

31 March 2023

Year ended

31 March 2024 Change

Salaries 20.0 21.4 7%

Incentive scheme costs 59.6 58.6 (2%)

Administrative costs 20.7 18.1 (13%)

Depreciation and amortisation 2.8 2.3 (18%)

IC operating expenses 103.1 100.4 (3%)

Within IC operating expenses (incentive scheme costs), there was £12.6m expensed for stock-based

compensation. Incentive scheme costs also included DVB accrual of £35.1m (FY23: £36.6m), due both to the

passage of time and the impact of underlying valuation changes.

Employee costs for teams who do not yet have a third-party fund are allocated to the IC. For FY24, the directly-

attributablecostswithintheInvestmentCompanyforteamsthathavenothadafirstcloseofathird-partyfund

was£21.1m(FY23:£24.4m).Whenthosefundshaveafirstclose,thecostsofthoseteamsaretransferredtothe

Fund Management Company. During the period, certain costs within real estate were transferred from the IC to

FMC, resulting in £4.6m of expenses being recognised in the FMC.

Interest expense was £45.8m (FY23: £61.8m) and interest earned on cash balances was £21.5m (FY23: £13.9m).

TheICrecordedaprofitbeforetaxof£223.3m (FY23: loss before tax £(52.6)m).

The table below sets out movements in cash:

£m FY23 FY24

Opening cash 762 550

Operating activities

Fee and other operating income 573 492

Netcashflowsfrominvestmentactivitiesandinvestmentincome

162 180

Expenses and working capital (322) (272)

Tax paid (32) (41)

Group cash flows from operating activities - APM2,3 381 359

Financing activities

Interest paid (64) (49)

Interest received on cash balances 14 29

Purchase of own shares (39) –

Dividends paid (236) (223)

Net repayment of borrowings (195) (51)

Group cash flows from financing activities - APM2 (520) (294)

Othercashflow

(77) 14

FX and other movement 4 (2)

Closing cash 550 627

Regulatory liquidity requirement (44) (53)

Available cash 506 574

Available undrawn ESG-linked RCF 550 550

Cash and undrawn debt facilities (total available liquidity) 1,056 1,124

1. The aggregate cash (used)/received from balance sheet investment portfolio (additions), realisations, and cash proceeds

received from assets within the balance sheet investment portfolio.

2.Interestpaid,whichisclassifiedasanOperatingcashflowunderUK-adoptedIAS,isreportedwithinGroupcashflowsfrom

financingactivities-APM.

3. Pernote31oftheFinancialStatements,OperatingcashflowsunderUK-adoptedIASof£255.9m(FY23:£291.6m)include

consolidated credit funds. This difference to the APM measure is driven by cash consumption within consolidated credit funds as

a result of their investing activities during the period.

4.Cashflowsinrespectofpurchaseofintangibleassets,purchaseofproperty,plantandequipmentandnetcashflowfrom

derivativefinancialinstruments.

Finance review continued

Group continued

Balance sheet and cash flow

We use our balance sheet’s asset base to grow our fee-earning AUM, and do this through two routes:

– investing alongside clients in our existing strategies to align interests; and

– making investments to seed new strategies.

During the year we made gross investments of £323m alongside existing strategies and £312m in seed

investments. See page 24 for more information on the performance of our balance sheet investment portfolio

during the period.

To support this use of our balance sheet, we maintain a robust capitalisation and a strong liquidity position:

£m

31 March

2023

31 March

2024

Balance sheet investment portfolio 2,902 3,070

Cash and cash equivalents 550 627

Other assets 424 476

Total assets 3,876 4,173

Financial debt (1,538) (1,448)

Other liabilities (361) (430)

Total liabilities (1,899) (1,878)

Net asset value 1,977 2,295

Net asset value per share 694p 801p

Liquidity and net debt

At 31 March 2024 the Group had total available liquidity of £1,124m (FY23: £1,056m),netfinancialdebtof

£874m (FY23: £1,032m) and net gearing of 0.38x (FY23: 0.52x).

During the period, available cash increased by £68m from £506m to £574m, including the repayment of £51m of

borrowings that matured.

ICG

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At 31 March 2024, the Group had drawn debt of £1,448m (FY23: £1,538m). 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 2023 1,538

Debt (repayment) / issuance (51)

Impact of foreign exchange rates (39)

Drawn debt at 31 March 2024 1,448

Netfinancialdebtthereforereducedby£158mto£874m(FY23:£1,032m):

£m

31 March

2023

31 March

2024

Drawn debt 1,538 1,448

Available cash 506 574

Net financial debt 1,032 874

At 31 March 2024 the Group had credit ratings of BBB (stable outlook) / BBB (positive outlook) from Fitch and

S&P, respectively.

TheGroup’sdebtisprovidedthrougharangeoffacilities.AllfacilitiesexcepttheESG-linkedRCFarefixed-rate

instruments. The weighted-average pre-tax cost of drawn debt at 31 March 2024 was 3.07% (FY23: 3.17%). The

weighted-averagelifeofdrawndebtat31March2024was3.3years(FY23:4.1years).Thematurityprofileof

our term debt is set out below:

£m FY25 FY26 FY27 FY28 FY29 FY30

Term debt maturing 246 180 496 – 99 427

For further details of our debt facilities see Other Information (page 204).

Net gearing

The movements in the Group’s balance sheet investment portfolio, cash balance, debt facilities and shareholder

equity resulted in net gearing decreasing to 0.38x at 31 March 2024 (FY23: 0.52x).

£m

31 March

2023

31 March

2024 Change %

Netfinancialdebt(A) 1,032 874 (15%)

Net asset value (B) 1,977 2,295 16%

Net gearing (A/B) 0.52x 0.38x (0.14)x

Finance review continued

Foreign exchange rates

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

Average rate

for FY23

Average rate

for FY24

Year ended

31 March 2023

Year ended

31 March 2024

GBP:EUR 1.1560 1.1609 1.1375 1.1697

GBP:USD 1.2051 1.2572 1.2337 1.2623

EUR:USD 1.0426 1.0829 1.0846 1.0792

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

USD EUR GBP Other

Fee-earning AUM 33% 54% 11% 2%

Fee income 35% 56% 8% 1%

FMC expenses 16% 17% 57% 10%

Balance sheet investment portfolio 22% 51% 20% 7%

The table below sets out the indicative impact on our reported management fees, FMC PBT and NAV per share

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

any hedges):

Impact on FY24

management fees

Impact on FY24

FMC PBT

NAV per share at 31

March 2024

Sterling 5% weaker against euro and dollar +£23.9m +£25.2m +14p

Sterling 5% stronger against euro and dollar -£(21.6)m -£(22.8)m -(13)p

1. Impact assessed by sensitising the average FY24 FX rates.

2.NAV/NAVpersharereflectsthetotalindicativeimpactasaresultofachangeinFMCPBTandnetcurrencyassets.

Where noted, this review presents changes in AUM, fee income and FMC PBT on a constant currency exchange

rate basis. For the purposes of these calculations, prior period numbers have been translated from their

underlying fund currencies to the reporting currencies at the respective FY24 period end exchange rates.

This has then been compared to the FY24 numbers to arrive at the change on a constant currency exchange

rate basis.

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

The Group does hedge its net balance sheet currency exposure, with the intention of broadly insulating the

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

Group continued

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STAKEHOLDER

DIALOGUE

AND INSIGHT

KEY TO OUR

GOVERNANCE

AND GROWTH

The strength of our stakeholder

relationships enables us to grow

responsibly.Listeningtoandengagingwith

our diverse stakeholders drives progress,

trust and transparency. It enables us to

understand external developments and

market expectations and supports our

identificationofopportunitiesandrisks.

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Stakeholder engagement

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 executive and

non-executive Board members where relevant; receiving reports and updates from management; and

seeking input and counsel from external experts and advisers as appropriate.

The Board

EnvironmentCommunity

Regulators

Clients

ICG

management

External

experts and

advisers

Shareholders

and lenders

SuppliersEmployees

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Stakeholder engagement continued

Outcomes as a result

of that engagement

What were the key

topics of engagement?

How have the Board

and management engaged?

Why is it important

to engage?

Stakeholder

Shareholders

and lenders

Clients

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 about our

performance and prospects.

We also seek to understand

their views on our industry

and our business so that these

perspectives can be factored

into management and Board

decisions.

The Group conducts an active Investor Relations

programme, engaging with shareholders, lenders

and rating agencies throughout the year using a

variety of channels. During FY24 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

(NEDs) and members of the management team).

Following David Bicarregui’s appointment to the

Board, David has also spent time getting to know

our shareholders during the course of the year.

The Board and management receive feedback

on shareholder and lender views directly from

our shareholders, rating agencies and balance

sheetfinanceproviders,theGroup’sShareholder

Relations function and from third parties, such as

our corporate brokers.

The Chair also undertook a series of meetings

with our largest shareholders without management

present to receive shareholder feedback on the

Group, our growth plan and management.

– TheGroup’sfinancial

performance in FY23 and

outlook over the short and

long term

– Impact of the macroeconomic

environment on the Group’s

clients and portfolio

companies

– Fundraising, deployment

and realisation activity

– Cost base progression

and our investments in

the business

– Capital allocation including

dividend policy and

deploying balance sheet

capital alongside our clients

and to seed new strategies

– Strong engagement with current and potential

shareholders both through regular reporting

and off-cycle interactions

–Refinedourdisclosureontheperformanceof

our funds, having reformatted to webcast results

presentations as of Q3

– Hosted a shareholder seminar, “Deep dive on

scaling out”, as part of our annual programme

of shareholder seminars

– S&P Ratings updated our credit rating in

December 2022 to positive outlook

Clients entrust us with their

capital to invest on their behalf.

The single largest driver of our

long-term growth is continuing

to attract increasing levels of

capital from our clients and

growing our client base, while

delivering strong returns.

Ensuring that we understand

our clients’ needs and

serve them appropriately is

fundamental to the success of

the Group.

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 13.

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

sustainability matters.

We held regular client investor days and investor

conferences throughout the year, ensuring that

our clients have access to our in-house distribution

team as well as to senior management and

members of our investment teams.

– Designing funds to meet

clients’ needs

– Strategy to grow our client

base and increase holdings

by existing clients

– Reporting of portfolio

performance

– Integrating sustainability

considerations into our

client reporting and our

investment processes

– 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 Article 9

Life Sciences Fund)

Read more on page 13

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Employees

Suppliers

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 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.

During the year, Amy Schioldager was the NED

responsible for employee engagement, and she

held a number of sessions with employees during

the year in individual and group forums. Effective

16 July 2024, Andrew Sykes will act as the NED

responsible for employee engagement.

Details of our employee engagement can be found

on page 36.

– DEI aims and ambitions

– Growth and development

of our employees

– Wellbeing of employees

– Enhancing our agile working

arrangements

– Ensuring that the employee

experience is not adversely

impacted by our growth

trajectory

– Approval of key DEI targets, including the

extension of the target for representation of

female colleagues and a new target for those

from ethnic minorities in senior management

– Refinementsbymanagementinrespectof

workplace culture and wellbeing

– Initiation of talent development and talent

retention programmes, including focused

training and mentoring

– Review of employee compensation

We work to ensure that our

suppliers are engaged with our

business and that each party

understands the approach of

the other.

This enables our suppliers

to better meet our needs

and us to understand

their perspective, as well

as delivering appropriate

oversight of the supplier

relationship.

We ensure that senior management hold regular

relationship meetings with our key suppliers to

ensure that any issues in our interactions with

them are fully considered and addressed, and

to review supplier performance. We are also

continuing with the development of our supplier

on-boarding process with enhanced due diligence

on our key suppliers in respect of key sustainability

metrics. The Board receives regular updates on our

engagement with suppliers, in particular in respect

of the third-party administrators who provide

services in respect of our funds.

One of our key third-party administrators

presented at a Board meeting this year, which was

an excellent opportunity to engage with each other

about our relationship and future plans.

– Ability of 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 supplier teams

–Launchedafull-scalereviewofour

Third Party Administrator Arrangements

– Reviewed processes with suppliers (both

onboarding and the go-forward relationship)

and enhanced ESG assessment process which

all new and existing material suppliers are now

required to complete

– Review of invoice payment process to ensure

prompt payment of suppliers

Outcomes as a result

of that engagement

What were the key

topics of engagement?

How have the Board

and management engaged?

Why is it important

to engage?

Stakeholder

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Stakeholder engagement continued

Community

Environment

We are a people business, with

officesin19locations,investing

money on behalf of clients

including pension funds and

insurance companies worldwide.

Our actions may have meaningful

and direct impacts on local

communities. It is incumbent

upon us to ensure that we

actively cultivate and maintain

strong local relationships and

help our local communities

share in our success.

TheBoardhasreconfirmeditscommitmentto

our increased level of charitable payments and

emphasised to management the importance

of continuing to play our part as a responsible

member of society. Board members, including

both Executive and NEDs, have participated in

volunteering opportunities with key charitable

partners.

– Identifying the most

appropriate way for the

Group to positively impact

the wider community

– Continued commitment

of employee time to

charitable initiatives

– Continued our charitable partnership in support

of charities tackling the cost-of-living crisis via the

“Million Meals Initiative”

–Committed£2.6mthisfinancialyearto

support a variety of charitable causes

– Gave employees an opportunity to pitch to a panel

of senior management for corporate donations to

be made to charities close to the employees’ hearts

– as a result, over £100,000 was awarded to four

charitiesnotpreviouslysupportedbythefirm

– Over 220 employees participated in Corporate

Social responsibility volunteering sessions over

the course of the year

– Completed an innovative charitable arrangement

withCommunityCapitalCreditFund(ourfirst

social purpose investor) (CC) – CC has committed

to ICG Senior Debt Partners 5 and the Group has

waived its management fee/carried interest on the

basis that CC will put the saving towards

supporting causes that align with the Group’s

charitable focus (i.e. social mobility and early

career development)

We are aware of the impact

of our business operations

on the natural environment.

We are seeking to reduce

potential negative impact from

our own operations, as well as

from our funds’ investments

where relevant.

Details of our focus on environmental matters,

particularly those related to climate change, and

climate risk can be found on pages 47 to 64. The

Board has a keen interest in sustainability matters

and regularly receives updates from senior

management, including Board presentations

from our Global Head of Sustainability & ESG.

– How to integrate climate-

related considerations into our

corporate and portfolio

management decision making

– The most appropriate and

credible way to align the

business and investments to

make progress against our

stated decarbonisation goals

– Ensuring that investment

decisions are made with

appropriate regard to

environmental factors,

including our shareholders’,

lenders’, clients’ and

regulators’ requirements

– Continued enhancement of our pre-investment

assessment approach. For more information,

please see our Sustainability & People Report

– Continued to reduce greenhouse gas (GHG)

emissions from our own operations and made

progress in setting science-based targets with

Relevant Investments

, (see page 52 in our

TCFD Report)

– Committed to support the goal of achieving net

zero emissions across our operations and Relevant

Investments

by 2040. The commitment is

supported by two targets validated by the Science

Based Target Initiative (SBTi) (see page 48)

1. Relevant Investments include all direct investments within

the Group’s Structured and Private Equity asset class and

InfrastructureEquitystrategywheretheGrouphassufficient

influence.SufficientinfluenceisdefinedbySBTIasfollows:

at least 25% of fully diluted shares and at least a board seat.

AlltargetsrefertotheGroup’sfinancialyear,whichruns

from 1 April to 31 March.

Outcomes as a result

of that engagement

What were the key

topics of engagement?

How have the Board

and management engaged?

Why is it important

to engage?

Stakeholder

Read more on page 47

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Regulators

Certain subsidiaries of ICG are

licensedbyfinancialregulators

and subject to a wide spectrum

of regulation across a number

of jurisdictions.

Engaging with regulators, both

directly and through industry

bodies is vital for regulation

to evolve proportionately and

remain relevant.

Our continued compliance with

standards and expectations set

by regulators is of paramount

importance to the Group’s

standing as an asset manager

and to meeting the expectations

of our stakeholders. Therefore

the Group has a vested interest

in ensuring regulation remains

appropriate.

We build practices and

processes which complement

regulatory standards and

mandate all staff to comply

with these standards.

We continue to engage with regulators both

directly and through industry bodies in order

to inform and shape the development of our

industry.Wecompleterequiredfilings,surveys

and other submissions and acting responsively

and thoughtfully to any inbound queries.

– The Group participates

in industry bodies and

consultations and provides

input to regulators through

these and similar channels.

Where requested or

appropriate, we engage

directly with regulators on

specifictopics

– The Group engages on

matters relating to EU and UK

asset management regulation,

private markets regulation,

debt markets regulation

and ESG SEC private fund

manager regulation

– During the year the Group received permission

from regulators to open regulated branches in

Copenhagen, Paris, Milan and Frankfurt from

which the Group will conduct activities.

This was complemented with additional

MiFID top up permissions

– The Group also expanded its regulatory

licence in Australia in anticipation of evolving

local regulations

Outcomes as a result

of that engagement

What were the key

topics of engagement?

How have the Board

and management engaged?

Why is it important

to engage?

Stakeholder

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

– The prevailing market conditions and

macroeconomic forecasts

– The importance of ensuring that our business

is conducted in accordance with applicable

standards and practices

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Stakeholder engagement continued

Further information on how Section 172(1) has been applied by the Directors

can be found throughout the Annual Report

Section 172

duties Read more Page

Consequences

of decisions in

the long term

Chair’s statement 6

Strategic priorities 12

Our approach to sustainability 39

Climate-relatedfinancialdisclosure 47

Stakeholder Engagement 28

Principal Risks and uncertainties 42

Viability statement 46

Board activities 67

Corporate Governance report

— Nominations and Governance

Committee

Directors’ Remuneration Report 100

Directors’ Report 76

Interests of

employees

Chair’s statement 6

CEO’s review

Our people

Stakeholder engagement – Employees

Principal Risks and uncertainties

Engagement with our stakeholders

Board activities

How the Board monitors culture 84

Fostering

business

relationships

with suppliers,

customers and

others

Chair’s statement 6

CEO’s review

Business model

Strategic priorities

Our approach to sustainability

Non-financialinformationstatement—

Ethics and governance

Stakeholder Engagement:

Customers & Society

Principal Risks and uncertainties

Governance

Board activities

Section 172(1) limbs

A the likely consequences of any decision in the long term

B the interests of the Company’s employees

C the need to foster the Company’s business

relationships with suppliers, customers and others

D the impact of the Company’s operations on the

community and the environment

E the desirability of the Company maintaining a reputation

for high standards of business conduct

F the need to act fairly as between members

of the Company

Section 172 statement

Section 172

duties Read more Page

Impact of

operations on

the community

and the

environment

Chair’s statement 6

CEO’s review 7

Our approach to sustainability 39

Climate-relatedfinancialdisclosure 47

Non-financialinformationstatement—

Ethics and governance

Stakeholder engagement —

Community

Principal risks and uncertainties 42

Board activities 67

Maintaining

high standards

of business

conduct

Chair’s statement 6

CEO’s review

Our people

Our approach to sustainability

Climate-relatedfinancialdisclosure

Non-financialinformationstatement—

Ethics and governance

Stakeholder Engagement

Board activities

How the Board monitors culture

Board evaluation

Audit and Risk Committees

85 and

Acting fairly

between

members

others

Stakeholder engagement —

Shareholders and lenders

Board activities

Directors’ Remuneration Report

100

Directors’ Report

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CASE STUDY: Dividend policy review

DISTRIBUTIONS TO

SHAREHOLDERS

AND REINVESTING

FOR FUTURE

GROWTH

During the year, the Board considered a number

of aspects of our dividend policy, incorporating

Board-level shareholder engagement and advice

from our corporate brokers.

The Board’s discussions included a review of the dividend policy, which

concluded that the previous approach (based on, among other things,

arangesetbyreferencetoFMCprofit)wasnolongerappropriateand

evolved the policy to being “progressive”.

Along with underlining the Board’s commitment to the dividend as an

important component of shareholder returns, this change enables the

Board in the future to implement a smoother trajectory of dividend

growthandincreasestheflexibilityfordecisionmaking,inparticularin

striking the optimal balance between distributions to shareholders and

reinvesting in the business for future growth.

The Board also reviewed our projected capital structure and liquidity,

the trajectory of gearing, the ability to maintain a progressive dividend,

and the need to invest in the business.

Outcomes in the year

The Group’s dividend policy was amended to being “progressive”.

Dividends of 79.0p per share were declared for FY24.

Key considerations:

– Having a clear, understandable shareholder distribution policy

– Aligning the Group’s interests with its shareholders and clients

–LiquidityandgearingpositionoftheGroup

– Market opportunities and conditions

–Long-termAUMandfeepotentialofstrategies

– Ensuring the maintenance of appropriate levels of regulatory

capital and other prudent reserves.

Total dividend for the year ended

31 March 2024 pence per share

79.0p

Total dividend for the year ended

31 March 2023 pence per share

77.5p

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Our people

It is our people who deliver our strategic objectives and

enable the success of our business. We attract, retain, and

develop high-performing and high-potential employees

tothriveandfulfilourpurposeaswellasadvancetheir

career goals.

Investing in our people and their progress supports

our growth, and their new ideas underpin our innovation.

What we do, how we do it, why we do it

Attract

– High level of personal

impact and business

building opportunities

– Wide-ranging options

for career development

– Inclusive culture at the core

andthroughoutthefirm.

Engagement

and voice

Effective communication

to build and maintain

engagement

Diversity, equity

and inclusion

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

Retain

– Comprehensive

career development

– Market-leading,

holistic benefits

– Engagement and

opportunity to contribute

acrossthefirm.

Develop

–DedicatedLearning

& Development

programmes at all levels

– Mentoring and

Employee Networks

– Development of teams and

individuals a core priority

for people managers.

Our values

Performance for our clients

Entrepreneurialism and innovation

Ambition and focus

Taking responsibility and managing risk

Working collaboratively, inclusively and acting with integrity

Wellbeing

and support

Supporting the

physical and mental

wellbeing of our

employees, their families

and dependants

A GLOBAL

PEOPLE BUSINESS

DRIVING

INNOVATION

AND GROWTH

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Our people continued

Supporting ICG’s evolution

Our growth is built on a high-performance culture and

competitive reward philosophy to enable retention of

talent. We accelerate key and emerging talent (scaling

up) and are an employer of choice for external talent

(scaling out).

EfficientandscalableHRoperationalprocesses

and partnering are key to our growth. We are

enhancing our HR data and reporting to improve

our candidate and employee experience as well

as our overallefficiency.

Talent management and DEI strategies identify

and deliver the skills, capabilities and perspectives

needed for the future of the business. We are

continuing to focus on our location strategy to

ensure optimalmarketcoverageaswellasefficient

process delivery.

By delivering high quality and effective HR

foundations alongside ambitious strategic

HR change, we enable the business to create

significant long-term value.

Our progress on four areas of people initiatives

Visit our website for our full Sustainability

and People Report 2023/2024:

www.icgam.com/spr

Watch a video that shows how

the quality of our people drives

our innovative approach

Diversity, equity and inclusion

– We have exceeded our gender target of 30%

women in leadership by 2023, with a reported

position of 36.3 % to the UK Women in Finance

Charter in Sept 2023.

– We continuously enhance existing diverse

recruitment practices with a new Inclusive

Recruitment programme to build capabilities for

those involved in hiring activity.

– We are supporting global connectivity for growing

employee network events and intersectional

activity through our DEI Champions Group.

– Our focus on improving industry access and

education for people from under-represented

groups is deeply embedded within HR, our work

with a range of external partners, and our CSR

initiatives.

– We have completed an extensive review of our DEI

practices with a specialist DEI consultant to hone

our thinking and inform next steps in our strategy.

1 Build connected and enhanced platforms

2 Centralised data

3 Standardise/simplify processes

4 Build-out strategic teams and locations

5 Invest in talent

Ranked (globally)

for the second year in a row

by Honordex Inclusive PE and VC Index 2024

for external transparency of DEI activity within

the industry

Employee Engagement*

for July 2023

7.1/10

*EmployeeEngagementdriverincludesquestionsonLoyalty,

Recommendation and Satisfaction. July 2023 Pulse Survey

participation rate: 74%

“A relentless focus on our

people and culture is a

commercial imperative.”

Antje Hensel-Roth

ChiefPeopleandExternalAffairsOfficer

Wellbeing and support

– We are continuing to develop and promote our

market-leading offering of parent and carer

benefits,mentalandphysicalwellbeingactivity,

as well as career sustainability to help colleagues

balance work and personal lives.

Employee development

– We are providing comprehensive development

offerings for employees across different career

stages through our global development platform,

individual programmes, and employee networks

– with a blend of both digital and in-person

opportunities.

– Updated mentoring and people manager

development offerings are being rolled out to

support an inclusive high performance culture

and to increase engagement and collaboration.

– Performance management efforts are focusing

on active support and regular development,

meaningful objectives setting and appraisal.

Engagement and voice

– We proactively engage with employees through

our annual employee pulse survey, regular

business forums such as Town Halls, and focus

groups with executives as well as the employee

engagement NED.

– Our new quarterly People Forum brings internal

culturalinfluencerstogethertoshapeideas,

position priorities and lead on driving outcomes

across business areas.

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Our people continued

We are also updating our aspirational diversity targets

and target populations. As part of our UK Women

in Finance Charter commitments, we are continuing

to commit to meet/exceed 30% women in UK senior

management by 2027. In line with the UK Parker

Review’s aims to improve the ethnic diversity of UK

business, we commit to meet/exceed 10% ethnic

minorities in global senior management (ICG’s

combined ExCo and ExCo-1 (ExCo Direct Reports)

equivalent) by December 2027.

Beyond our formal targets, we track a number of

DEI metrics including representation data and pulse

survey sentiment to help identify where inclusion

barriers may exist that need action. Recruitment is

underwayforaDEILead,anewlycreatedroleto

drive organisation-wide progress on our DEI intent

both top-down and bottom-up.

Following a comprehensive review of our DEI

work to date, our refreshed DEI strategy aims

to support different perspectives to enhance

ourfirm’sperformanceandwidercontributions.

We are applying a holistic DEI lens to both internal

and external-facing activity while continuing to enable

an inclusive and equitable culture at ICG without bias

or discrimination.

As we progress and implement our strategy, our DEI

focus on ‘Our People’ and ‘Our Industry’ is ongoing,

and we are increasing focus on our emphasis on

‘Our Data and Insights’ to equip us with actionable

DEI insights around our strategic priorities. ‘Our

Responsible Investing’ drives DEI improvements in

our portfolio by promoting and encouraging greater

DEI practices within our investment approach and,

as appropriate, our portfolio companies.

Across the Group, in addition to existing efforts

around our more established DEI topics such as

gender,ethnicityandLGBTQ+,weareaddressing

newer areas of focus, including social mobility and

disability through a range of opportunities.

We invest in our people because their

progress supports our growth and their new

ideas underpin our innovation.

We are continuing to further our efforts addressing

aspects of the employee life cycle to ensure we

create a diverse, equitable and inclusive pipeline

of talent to successfully meet our talent imperatives

and drive performance:

– Our early careers programmes focus on hires

and enhancing access to our industry for

under-represented groups

– Conscious Inclusion Workshops for all employees

– Women’s Development Programme for mid-

to senior-level women

– Inclusive Recruitment programme for anyone

involved in hiring

–‘LeadingforImpact’ programme for senior leaders

– DEI training as part of annual Compliance cycle

To address employee pulse survey feedback which

highlighted a desire to enhance managerial skills,

our new People Manager Programme, ‘Managing

for Results’, is designed to provide measurable skills

developmentanddriveconfidenceinmanaging

through growth.

Firm-wide mentoring is launching for employees

at all levels to develop expertise, address

areas of interests, improve connectivity to

our business strategy and across people

from different backgrounds.

Our employee networks

Ouremployeenetworkscontributesignificantlyto

employee experience and community activity at ICG,

underpinning our inclusive culture. They are global,

employee-led and bring people together who share

identities, interests and ambitions for personal

development and DEI progress. Networks cover

topicsincludinggender,ethnicity,LGBTQ+,next

generation, family, carers, disability, and wellbeing.

HOWWEAREINVESTINGINOURPEOPLEFORGROWTH

INVESTING

FOR GROWTH

Diversity, Equity and Inclusion: Our Refreshed Strategy

Our Data

and Insight

Our Industry Our Responsible

Investing

Our People

Find out more in our Governance report

on page 66 and Non-financial information

statement on page 65

ICG

Annual Report & Accounts 2024

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Key people metrics

All data is 31 March 2024 unless noted

General Ethnic minorities

Number of permanent employees (total)

637

(2023: 582)

Employee turnover (%)

13.0%

(2023: 16.8%)

Number of permanent employees (FTE)

635

(2023: 579)

Women

Executive Committee (%)

33%

(2023: 33%)

Senior Board positions (Chair, SID, CEO, CFO)

(2023: 0)

Board (%)

40%

(2023: 36%)

Global Senior Management

(%)

29%

(2023: 30%)

UK Senior Management

(%)

37%

(2023: 42%)

UK New Hires (%)

37%

(2023: 52%)

Global New Hires (%)

39%

(2023: 46%)

Mean Gender Bonus Gap (%)

70.2%

(2023: 74.3%)

Global All Employees (%)

37%

(2023: 36%)

Mean Hourly Gender Pay Gap (%)

30.3%

(2023: 34.4%)

Global Senior Management

(%)

13%

(2023: 17%)

Executive Committee (%)

(2023: 33% Asian)

Board

(2023: 9% Asian)

Senior Board positions (Chair, SID, CEO, CFO)

(2023: 1)

UK All Employees (%)

26%

of which 63% White, 17% Asian, 4% Black, 5% Other, 10%

Prefer Not to Say

(2023: 23%, of which 66% White, 14% Asian, 3% Black, 6%

Other, 11% Prefer Not to Say)

Age

1. Global Senior Management is ICG’s equivalent for Combined Executive Committee (ExCo) and ExCo Direct Reports population

ReportedtotheFTSEWomenLeadersReviewandParkerReviewandwasnewlydefinedfor2024reporting.InadditiontoExCo

members, the “ExCo Direct Reports” equivalent population included are those roles which are: a direct report to an Executive

Director;andforCBS:alsoholdafirm-wideleadershiproleofafunctionalarea(Tax,Legal,InvestorRelations,Compliance,COO,

Finance,HR,CorporateAffairs,Reward.InternalAuditisalsoincluded).ForMCR:alsoholdafirm-wideleadershiproleforall

clientfunctions.ForINV:alsoholdafirm-wideleadershiprole(InvestmentOffice,HeadofESG)and/orisalsoanMRTwholeadsa

businesswithmorethan5%ofAUMinUKentityasperourrecent,Board-approveddefinitionofMRTs(excl.PEFI).

2.UKSeniorManagementpopulation(WIFC)isnewlydefinedfor2024reporting.InadditiontoExComembers,the“ExCoDirect

Reports” equivalent population included are those roles which are: a direct report to an Executive Director; and for CBS: also hold

afirm-wideleadershiproleofafunctionalarea(Tax,Legal,InvestorRelations,Compliance,COO,Finance,HR,CorporateAffairs,

Reward.InternalAuditisalsoincluded).ForMCR:EuropeHeadofMarketing&GlobalClientRelations.ForINV:alsoholdafirm-

wideleadershiprole(InvestmentOffice,HeadofESG)and/orisalsoanMRTwholeadsabusinesswithmorethan5%ofAUMin

UKentityasperourrecent,Board-approveddefinitionofMRTs(excl.PEFIFemaleshareofUKSeniorManagementtargetismeet/

exceed 30% women by 2027.

Find out more in our Governance report

on page 66 and Non-financial information

statement on page 65

1. Below 30 17%

2. 30–50 72%

3. Above 50 11%

UK New Hires (%)

38%

of which 58% White, 25% Asian, 8% Black, 5% Other, 5%

Prefer Not to Say

(2023: 34%, of which 66% White, 20% Asian, 4% Black, 10%

Other, 0% Prefer Not to Say)

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Responsible investing

ICG has been a signatory to the UN PRI since 2013

and has been highly rated by third-party ratings

and assessments.

S&P Global Corporate

Sustainability Assessment

Scored 60/100

Retained membership in the DJSI

Europe Index

(2022: 65/100; 2021: 59/100)

ICG seeks to integrate sustainability considerations

into our investment approach and into our own

operations. By supporting responsible and sustainable

business practices, we can deliver long-term value for

our clients and stakeholders.

For more information on ICG’s approach

to Sustainability and Responsible

Investing, read our Sustainability

and People Report 2023/2024:

www.icgam.com/spr

ICG’s Sustainability

Ratings and Assessments

for year ending 31 March 2024

UN PRI 2023 Assessment

Following rating per module

Policy, Governance and Strategy

Indirect – Private Equity

Direct – Private Equity

Fixed Income – Corporate

Fixed Income – Private Debt

Confidence Building Measures

MSCI ESG Ratings

(onascaleofAAA-CCC)

MaintainedIndustryLeaderratingof

AAA

(2022: AAA; 2021: AAA)

Sustainalytics ESG Risk Ratings

MaintainedLowRiskrating–scoreof

14.9

Top second percentile among Asset Management

and Custody Services companies assessed by

Sustainalytics

(2022:Lowrisk–15.8/100,2021:

Lowrisk–18.6/100)

CDP Climate Change

ICGretainedCDPClimateChangeLeadership

score of

A-

(2022: A-; 2021: B)

FTSE4Good Index

consecutive year

ICG retained membership

DELIVERING

LONG-TERM

VALUE

CONTINUED

PROGRESS ON

SUSTAINABILITY

ICG

Annual Report & Accounts 2024

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Managing risk

RISK DISCIPLINE

FOR STRATEGIC

GROWTH

Effective risk management is a core competence

underpinned by a strong control culture.

Our approach

The Board is accountable for the overall stewardship

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

internal control assurance, and for determining

the nature and extent of the risks it is willing to

take in achieving the Group’s strategic objectives.

In 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.

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. The Board also

promotes a strong risk management culture by

encouraging acceptable behaviours, decisions,

and attitudes toward taking and managing risk

throughout the Group.

Managing risk

Risk management is embedded across the Group

through the RMF, 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 receives regular

reports on the Group’s risk management and internal

controlsystems.Thesereportssetoutanysignificant

risks facing the Group.

The evaluation of risk events and corrective actions

assists the Board in its assessment of the Group’s

riskprofile.TheBoardalsomeetsregularlywiththe

internalandexternalauditorstodiscusstheirfindings

and recommendations, which enables it to gain

insight into areas that may require improvement.

The Board reviews the RMF regularly, and it forms

the basis on which the Board reaches its conclusions

on the effectiveness of the Group’s system of

internal controls.

The Group operates a risk framework consistent with

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

Taking controlled risk opens up opportunities

to innovate and further enhance our business,

for example new investment strategies or new

approaches to managing our client relationships.

Therefore, the Group maintains a risk culture

that provides entrepreneurial leadership within

a framework of prudent and effective controls to

enable effective risk management. Please also refer

to the Risk Committee Report (page 90 to 92).

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 35.

Risk appetite

Riskappetiteisdefinedasthelevelofriskwhich

the Group is prepared to accept in the conduct

of our activities. The risk appetite 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.

The currentriskprofileiswithinourriskappetite

and tolerance range.

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Managing risk continued

Principal and emerging risks

The Group’s principal risks are individual risks, or a

combination of risks, materialisation of which could

result in events or circumstances that might threaten

our business model, future performance, solvency,

or liquidity and reputation. Reputational risk is not

in itself a principal risk; however, it is an important

consideration and is actively managed and mitigated

as part of the wider RMF. Similarly, sustainability risk

isnotdefinedasaprincipalriskbutisconsidered

across the Group’s activities as an embedded

value. The Group has determined that the most

significantimpactfromclimatechangerelatestothe

underlying portfolio investments. Climate-related

risk for both the Group’s own operations and ICG’s

fund management activity are addressed in greater

detail in the Climate-related Financial Disclosures

(see page 48)andnote1ofthefinancialstatements

(see page 132).

The Group uses a principal and emerging risks

process to provide a forward-looking view of the

potential risks that can threaten the execution of

the Group’s strategy or operations over the medium

tolongterm.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, these are monitored on an ongoing basis

to ensure that the Group is prioritising its response to

emergingrisksappropriately.TheDirectorsconfirm

that they have undertaken a robust assessment of

the principal and emerging risks, in line with the

requirements of the UK Corporate Governance Code.

TheGroup’sRMFidentifieseightprincipalrisks

which are accompanied by associated responsibilities

and expectations around risk management and

control. Each of the principal risks is overseen by an

accountable Executive Director, who is responsible

for the framework, policies and standards that detail

the related requirements.

TheDirectorsconfirmthattheyhavereviewedthe

effectiveness of the Group’s risk management and

internalcontrolsystemandconfirmthatnosignificant

failingsorweaknesseshavebeenidentified.Thisis

supported by an annual Material Controls assessment

and Fraud Risk Assessment, facilitated by the Group

Risk Function, which provides the Directors with

a detailed assessment of related internal controls.

The diagram on the right 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.

Likelihood

Almost certain LikelyPossibleRemote

Impact

Medium High Very HighLow

Strategic and Business

External Environment Risk

Fund Performance Risk

Financial

Balance Sheet Risk

Operational

Key Personnel Risk

Legal,RegulatoryandTaxRisk

Operational Resilience Risk

Third Party Provider Risk

Key Business Process Risk

Risk trend Risk trend

Risk profile

Risk Appetite Level

Low Moderate High Very high

External Environment Risk

•

Fund Performance Risk

•

Balance Sheet Risk

•

Key Personnel Risk

•

Legal,RegulatoryandTaxRisk

•

Operational Resilience Risk

•

Third Party Provider Risk

•

Key Business Process Risk

•

1 2

Fund Performance Risk

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 sustainability and climate-related risks are

assessed for each potential investment opportunity

and presented to, and considered by, the Investment

Committees of all investment strategies. 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sustainedclientdemandforourflagship

and scaling strategies. In the former, we had closes in the

period for Strategic Equity V, our direct lending strategy

SDP V, and the second vintage of our mid-market strategy

in European Mid-Market II; additionally in our Credit

strategyweoriginatednewCollateralisedLoanObligations

(CLOs)intheperiod.Withinscalingstrategies,notable

successesincludedafirstcloseinRealEstateOpportunistic

Europe (Metro), Infrastructure Europe II, North America

CreditPartnersIII,ICGLiving,aswellasfollowonclosesin

LPSecondariesI.TheGroupalsoseedednewinvestments

in the Asia region in the Infrastructure Asia and Real Estate

Asia strategies. Our closed-end funds model more generally

provides visibility of future long-term fee income and

thereforeFundManagementCompany(FMC)profits.

Lookingaheadtheoutlookremainspositive.Wecontinue

to hire selectively to help drive future growth within

our investment teams, and within Marketing and Client

Relations, focused 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 pages 19 to 22.

Strategic

alignment:

Risk

trend:

ICG

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Managing risk continued

External Environment Risk

Strategic alignment

Grow AUM Invest Manage and Realise

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. The External

Environment Risk could affect our ability to raise funds

andmateriallyincreaseor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cashflows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

Heightened geopolitical risk, high interest rates and

weak economic growth means the investing environment

remains uncertain and potentially volatile. The Group has

proven expertise in navigating complex and uncertain

market conditions, with our business model providing

a high degree of stability through economic cycles.

As noted in the Finance review on page 17, we have

substantial dry powder across a range of strategies,

stable management fee income, are not under pressure

to deploy or realise, and can capitalise on opportunities

that emerge across our asset classes.

We are actively supporting our portfolio companies as they

seek to take advantage of 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.

Strategic

alignment:

Risk

trend:

Risk

appetite:

Executive Director

responsible:

High Benoît Durteste

Risk

appetite:

Executive Director

responsible:

Moderate Benoît Durteste

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

ICG

Annual Report & Accounts 2024

Managing risk continued

Key Personnel Risk

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cashflows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 advancement through

the appraisal process, dedicated development and

mentoringprogrammesdrivenbyadedicatedLearning

& 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 through

policiesaswellassupportingbenefits,including

personal, family, 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. We continue to focus on strategic

hiringacrossthefirmtosupportourstrategyofscaling

the business by ensuring we have the breadth and depth

of expertise to execute on the long-term opportunities

ahead. Building on the investments we made in FY23,

we have continued to welcome a number of senior hires

across the organisation, including the appointment of

senior investment executives, client-facing executives

and operational leaders.

We have made senior appointments across many of

our investment teams enabling us to amplify our team

across the breadth of our investment strategies. Within

fund marketing we have focused on growing our team

in North America, with a focus on both consultant and

institutional relationships, as well as broadening our

geographical penetration with key senior appointments

on the US West Coast and Canada. We have evolved our

organisation design within Client Relations by on-boarding

experienced Managing Directors to further elevate our

efforts in engaging with a sophisticated client base across

a broader range of products.

Staff turnover has trended downwards, from 16.8% to

12.8%, as market dynamics have shifted and the recruitment

market has slowed down. While strong candidates remain

in demand we continue to be successful in attracting hires

at all levels of experience and at the high calibre required

for the Group. This year, we have been able to make senior,

external hires into the roles of CFO and COO. Over the past

three years, we have furthermore recruited a number senior

investment leaders and team executives, including into the

newly created role of Global Head of Real Estate; portfolio

managers and investment teams focusing on European

and Asian Real Estate Equity, Asian Infrastructure Equity,

EuropeanLargeCapandMid-MarketCorporates,USLiquid

Credit, and US and European Private Credit. We have also

externally recruited a Global Head of CRM as well as senior

fundraising executives in North America and EMEA.

Read more about Our people on page 35.

Strategic

alignment:

Risk

trend:

Balance Sheet Risk

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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.

– Balance sheet hedging of non-sterling exposure is

undertaken to minimise short-term volatility in the

financialresultsoftheGroup.

– Market, interest rate and liquidity exposures are

reported monthly and reviewed by the Group’s

Treasury Committee.

– Liquidityprojectionsandstresstestsareprepared

to assess the Group’s future liquidity as well as

compliance with the regulatory capital requirements.

– Investment Company commitments are reviewed and

approved by the CEO and the CFO on a case-by-case

basis assessing the risks and return on capital.

– Valuation of the balance sheet investment portfolio is

reviewed quarterly by the Group Valuation Committee,

which includes assessing the assumptions used in

valuations of underlying investments.

Trend and Outlook

Global markets remain susceptible to volatility

from a numberofmacroeconomicfactors,specifically

related to global interest rates, and geopolitical factors.

We continue to implement measures to mitigate the impact

ofmarketvolatilityandinterestratefluctuationsinline

with Group policy, and we will respond to the prevailing

market environment where appropriate.

Our balance sheet remains strong and well capitalised,

with net gearing of 0.38x, and with £1.1bn of available

liquidity as of 31 March 2024. In addition, the Group has

significantheadroomtoitsdebtcovenants.Allofthe

Group’sdrawndebtisfixedrate,withtheonlyfloating

rate debt being the Group’s committed £550m revolving

credit facility, which was undrawn as of 31 March 2024.

This facility is only intended to provide short-term

working capital for the Group. Additionally, during the year

Standard & Poor upgraded ICG’s outlook from BBB (Stable)

to BBB (Positive), while Fitch maintained the Group at

BBB (Stable).

The Group’s liquidity, gearing and headroom are detailed

in the Finance Review on page 26.

Strategic

alignment:

Risk

trend:

Strategic alignment

Grow AUM Invest Manage and Realise

Risk

appetite:

Executive Director

responsible:

Moderate David Bicarregui

Risk

appetite:

Executive Director

responsible:

Low Antje Hensel-Roth

5 6

Operational Resilience Risk

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business

disruption 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

We have continued to invest in our platform to support

the increasing breadth and scale of our business and

to position ICG for future growth, as noted in the CEO

review on page 7.

To maintain pace with the ever-evolving threat landscape,

the Group continues to invest in systems and services that

improve our ability to respond to business continuity events

of all forms. Effective oversight of technology and business

facing third-party suppliers forms one of the cornerstones

of the Group’s ongoing business continuity programme and

a key part of the Group’s regular business continuity and

disaster recovery testing regime.

As part of the Group’s commitment to cyber and information

security,ICGcertifiedagainsttheISO27001frameworkin

the early part of FY24. Up-to-date and maintained cyber

hygiene, vulnerability scanning, technical surveillance

countermeasures alongside user education make up

the core components of the Group’s cyber security with

external threat intelligence used to inform investments in

solutions to ensure our data is protected and secure.

Strategic

alignment:

Risk

trend:

ICG

Annual Report & Accounts 2024

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

Managing risk continued

Legal, Regulatory and Tax Risk

Risk Description

Regulationdefinestheoverallframeworkforthe

marketing distribution and investment management

of the Group’s strategies and supporting the Group’s

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 action.

Additionally, the increase in demand for tax-related

transparency means that tax rules are continuing to evolve.

This raises a complex mix of tax implications for the Group,

in particular for transfer pricing, permanent establishment

and fund structuring processes. The tax authorities could

challenge the Group’s interpretation of tax rules, resulting

in additional tax liabilities.

Changes in the legal and regulatory and tax framework

applicable to the Group’s business may also disrupt the

markets in which the Group operates and affect the way the

Group conducts its business. This could in turn increase the

cost base, lessen competitiveness, reduce future revenues

andprofitability,orrequiretheGroup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 continues to operate across a complex global

regulatory environment. As the nature and focus of

regulation and laws evolve, the Group continually adapts

to meet regulatory obligations. Regulatory engagement

through FY24 has focused on internal regulatory

initiatives including the Group’s establishment of an EU

branch structure. Proactive engagement on emerging

focus areas for instance providing thought leadership

onAIFMDIIhashelpedtheregulatoryriskprofileremain

broadly stable.

Legalriskcontinuestobeimpactedbythecontinued

regulatory focus on the sector, which we anticipate may lead

to an evolution of the existing applicable legal framework

for the business, as well as uncertainty due to forthcoming

elections in the US, UK and other jurisdictions. It also

remains the case that the Group is subject to litigation risk,

which may increase as the Group’s business expands and

becomes more complex.

The Pillar One and Two Model rules (also referred to as

the ‘Anti Global Base Erosion’ or ‘GloBE’ rules) will be

implementedfrom1April2024(financialyearending

31 March 2025). 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

(reallocation of taxes across jurisdictions) is not expected

to apply for the Group based on the worldwide revenue

threshold. For Pillar Two, 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theCompliance,LegalandTax

teams to ensure the Group maintains appropriate and

relevant coverage.

Strategic

alignment:

Risk

trend:

Strategic alignment

Grow AUM Invest Manage and Realise

Risk

appetite:

Executive Director

responsible:

Low David Bicarregui

Risk

appetite:

Executive Director

responsible:

Moderate David Bicarregui

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

ICG

Annual Report & Accounts 2024

Managing risk continued

Key Business Process Risk

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 Risk and

Control Self-Assessment (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RMF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, however the rollout of the new

Governance, Risk and Compliance (GRC) system should

see enhancements to the existing approach as well as

potentially reducing the residual risk of business process

risk through enhanced risk data and a more holistic view

of our risk environment.

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.

Key Business Process Risk exposure is elevated due to

ongoing operational changes as the Group continues to

make progress on the strategic initiative of “Scaling up and

Scaling Out” by improving the scalability of our operations

platform by implementing systems, enhancing infrastructure

to manage our growth plans more effectively, and investing

in the operations platform itself. Transformation and project

activity,includingworkflowautomation,isanticipated

toyieldmoreefficientandautomatedprocessesanda

reduction in operational risk over the medium term.

Strategic

alignment:

Risk

trend:

Third-Party Provider Risk

Risk Description

The Group outsources a number of functions to third-

party providers as part of our business model, as well

as managing service provider arrangements on behalf

ofourfunds.Themostsignificantthirdpartyprovider

relationships for both the Group and the funds are Third

Party Administrators (TPAs). The risk that the TPAs 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 both client

and stakeholder expectations and requirements. Any

future over reliance on one or a very limited number of

TPAs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 TPAs

could damage the quality and reliability of these TPA

relationships.

Key Controls and Mitigation

– The TPA oversight framework consists of policies,

procedures, and tools to govern the oversight of

key suppliers, including our approach to selection,

contracting and on-boarding, management and

monitoring, and termination and exit. In particular,

we undertake initial and ongoing due diligence of our

TPAs 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

TPAs 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 TPA Governance

and Oversight Framework during the course of the

year, gathering consistent evidence of the ongoing

performance of our TPAs.

This has allowed the respective operational oversight teams

to identify trends and themes that impact service levels and

provides a guide to where additional oversight activities are

required. The teams work in partnership with our TPAs to

ensure consistent performance levels are maintained and

issues are redressed on a timely basis.

The KPI reporting also allows the Group to benchmark

the performance of our TPAs against each other, thereby

providing information to support a decision around

potential rationalisation of the portfolio. Going forward,

the Group will continue to assess the potential for improved

operationalefficiencyandstreamlinedinvestorexperience

in reaching a decision on the appropriate number of TPAs

to utilise.

Strategic

alignment:

Risk

trend:

Strategic alignment

Grow AUM Invest Manage and Realise

Risk

appetite:

Executive Director

responsible:

Moderate David Bicarregui

Risk

appetite:

Executive Director

responsible:

Moderate David Bicarregui

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.

Assessment of viability

The assessment of the Group’s viability requires the

Directors to consider the principal risks that could

affect the Group (see pages 42 to 45), with further

information in the Risk Committee Report on page 90.

The Group has good visibility on future management

fees due to the long-term nature of our funds (see

page 18). This is underpinned by a well-capitalised

balance sheet coupled with a strong liquidity position.

Stress testing is performed on the Group’s strategic

plan, which considers the impact of one or more of

the key risks crystallising over the assessment period.

The severe but plausible stress scenario applied

to the strategic plan is a material reduction in AUM

arising as a result of one or more of the External

environment and Fund performance principal risks

crystallising,withthescenarioapplyingasignificant

slowdown to fundraising, deployment and realisation,

combinedwithasignificantvaluationwritedownof

the Group’s balance sheet investments.

Having reviewed the results of the stress tests, the

Directors have concluded that the Group would

havesufficientresourcesinthestressedscenario

and that the Group’s ongoing viability would be

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bytheGroup,without

any mitigating actions, would be required in order

for the Group to breach its banking covenants.

The Directors consider this level of write-down

to be extremely remote.

Viability statement

Based on the results of the analysis, and in

accordance with the provisions of the UK Corporate

GovernanceCode,theDirectorsconfirmthatthey

have a reasonable expectation that the Group will

continue to operate and meet its liabilities, as they

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

assessment has been made with reference to the

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

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

principal risks and the management of those risks,

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

Given the above, the Directors also considered it

appropriatetopreparethefinancialstatementsonthe

going concern basis as set out on pages 77 and 133.

The Group’s long-term prospects are primarily

assessedthroughthestrategicandfinancialplanning

process. The main output of this periodic process is

the Group’s strategic plan, supported by the annual

budget which is approved by the Board (see page

68).ThisassessmentalsoreflectstheGroup’s

strategic priorities (see page 12).

The Board’s oversight of the strategic plan is

underpinnedbytheregularbriefingsreceived

by the Board on macroeconomics, markets, new

products and strategies, people management

and processes (see page 68). New strategy

reviews consider both the market opportunity for

the Group and the associated risks, principally the

ability to raise third-party funds, and deliver strong

investment performance.

Period for assessing viability

The period covered by the Group’s strategic

plan, regulatory capital reporting, shareholder

fundraising guidance and the deployment duration

for some of the larger strategies is three years. This,

combined with an assessment of the period over

which forecasting assumptions are most reliable,

and taking into account the recommendations of the

Financial Reporting Council in their 2021 thematic

review publication, has led the Directors to choose a

period of three years to March 2027 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.

A comprehensive and robust assessment

ICG

Annual Report & Accounts 2024

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

ICG

Annual Report & Accounts 2024

About this Report

This Report provides our

shareholders, clients and

other stakeholders with an

overview of how ICG manages

the exposure to climate-

related risks in our business

and investments and builds

capacity to capitalise on

climate-related opportunities.

This Report is consistent with the recommendations

of the Task Force on Climate-related Financial

Disclosures (TCFD). This Report also takes into

consideration the TCFD’s Supplemental Guidance

for Asset Managers.

The following entities within the Group, which are

regulated by the Financial Conduct Authority (FCA),

are in scope of chapters 2.1 and 2.2 of the FCA’s

Environmental, Social and Governance (ESG)

Sourcebook,whichrequiresfirmstopublisha‘TCFD

entity report’ containing climate-related disclosures

consistent with the TCFD recommendations: ICG

AlternativeInvestmentLimitedandIntermediate

CapitalManagersLimited.Thesefirmsrelyonthis

reporttofulfiltheirentity-leveldisclosure

requirements.

The report follows the four thematic areas of the

TCFD recommendations, and as such outlines the

Group’s approach to incorporating climate-related

risks and opportunities into our strategy, governance,

risk management, and metrics and targets.

In determining the relevance and materiality of

information presented in this Report, we consider:

A Our investments

We recognise that climate change may have

a material impact (both positive and negative)

on investment performance and returns over

the short, medium and long term. Even though

the third-party funds we manage are generally

notconsolidatedintotheGroupfromafinancial

perspective, we consider the climate-related risks

and opportunities surrounding these funds and

our fund management activities as a key part of

our business.

B Our Group operations

As an alternative asset manager, our own

operations are considerably less material than

our investment activity. However we do believe it

is important to manage the climate impacts, risks

and opportunities in our operations and we note

where we have done so throughout this Report.

Find out more about our Climate Change Policy

and see our previous TCFD reports on our

website: www.icgam.com/sustainability-esg

CLIMATE-

FINANCIAL

DISCLOSURES

ICG

Annual Report & Accounts 2024

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

Climate-related Financial Disclosures continued

Strategy

The actual and potential impacts of climate-

related risks and opportunities on ICG’s

businesses, strategy and financial planning.

TCFD recommended disclosures:

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

Our commitments

Our investments

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

opportunities is the decarbonisation of our investment portfolios.

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

to limit warming to 1.5°C above pre-industrial levels, and is a signatory to the Net Zero Asset Managers Initiative.

Investments where we have sufficient influence

(Relevant Investments)

1. Relevant investments include all direct investments within ICG’s Structured and Private Equity asset class and Infrastructure Equity

strategy,whichcurrentlycomprise23.2%ofAUM(seepage52),whereICGhassufficientinfluence.Sufficientinfluenceisdefinedby

SBTi as follows: at least 25% of fully diluted shares and at least a board seat.

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

3. CDPisanot-for-profitcharitythatrunstheglobaldisclosuresystemforinvestors,companies,cities,statesandregionstomanage

their environmental impacts with a dedicated, comprehensive assessment framework for climate change.

Source CDP: https://www.cdp.net/

Medium term targets:

Medium term target:

Long term goal:

ICG has committed to reaching net zero GHG

emissions for Relevant Investments by 2040.

Group operations

While the Group’s own operational emissions have negligible impact and exposure to climate-related risks

compared to those of our investments, we do recognise our responsibility to ensure our own business

operations are fully accounted for.

Transparency

We believe that transparency on material sustainability-related risks and opportunities such as those posed by

climate change is important to better inform decision making of stakeholders and drive action. We expect this of

ourinvesteesandstrivetobeclearandtransparentinourowndisclosureasafirm.

ICG retained its leadership level score of ‘A-’ in the 2023 CDP

climate change assessment (‘A-’ in 2022).

ICG has set a portfolio coverage decarbonisation

target validated by the Science Based Targets

Initiative (SBTi) to ensure 100% of Relevant

Investments have SBTi-validated science-based

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

2026

ICG has committed to reaching net zero GHG

emissions in our operations by 2040.

ICG has set a decarbonisation target validated

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

emissions by 80% by 2030 from a 2020 base

year

Climate-related risks and opportunities

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 type of investments,

geographical and/or sectorial 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+ years). These are broadly related to the length

of an individual investment (short term), the length

of a fund’s life (medium term) and any time horizon

greater than 10 years (long term).

The tables on page 49 outline 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

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 41). Further detail

onhowclimate-relatedrisksareidentifiedand

managed within our fund management activities is

provided in the Managing risk section of this Report

(see page 41).

Find out more about our Climate Change Policy

and see our previous TCFD reports on our

website: www.icgam.com/sustainability-esg

Overview Strategic

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– Increased cost of compliance for funds

– Increased due diligence cost

– Reduced fund performance and impact on ICG’s track record

– Loss of clients or reduced demand for our funds

– Increased operating cost

– Decreased valuation

Short to long

term depending

on sector

Short to

long term

Transition:

Policy,

regulatory

and legal

Legal, Regulatory

and Tax Risk

– Changes to climate-related regulations

– Changes to market-related regulatory mechanisms (e.g.

carbon price/tax and energy efficiency standards)

– Increased litigation related to response, or lack thereof,

to climate change

– 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

– Increased operating cost

– Decreased revenue

– Decreased valuation

Short to long

term depending

on sector

Short to

long term

Transition:

Market,

technology

and reputation

External

Environment Risk

– Climate change affecting demand for products

and/or services of the Group as well as of current

or potential investments

– Volatility of input prices and resources or supply chain

shocks (e.g. food, energy, etc) as a result of climate

change

– 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

– Greenwashing or perception of not adequately

responding to climate challenges

– Perceived neglect of fiduciary duties

– Lower fund performance and impact on track record

– Lower asset valuations impacting the Group’s balance

sheet and fund investments

– Increased CAPEX and adaptation or resilience

building related cost

– Increased insurance cost

– Increased costs related to damage and disruptions

– Decreased valuation

Medium to long

term depending

on geography

and operating

model

Long term

Physical:

Acute and

chronic

Fund

Performance Risk

– Impact on critical physical operations or supply chains

from extreme weather events, shift in climate patterns

such as temperature or precipitation

– Increased Group revenues in line with growing demand

– Growth in AUM through retention of current and attraction

of new clients

– Higher fund performance and enhanced track record

– Higher asset valuations impacting the Group’s balance

sheet and fund investments

– Increased revenue

– Increased valuation

Short to

medium term

Short to

medium

term

Transition

& Physical:

Products

and services

Fund

Performance Risk

– Evolving existing or developing new solutions that

support the transition to low-carbon economy

(e.g. energy efficiency, renewable energy, etc),

and/or climate adaption and/or resilience building

– 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

– Increased revenue

– Increased valuation

Short to

medium term

Short to

medium

term

Transition:

Market and

reputation

Fund

Performance Risk

Balance Sheet

Risk

– Evolving value/investment proposition to address

client preferences

– Climate-linked financing reducing the cost of capital

at deal, fund and Group levels

Climate-related Financial Disclosures continued

Strategy continued

Description Potential impact to investees Time

Horizon

Link to ICG

Principal Risks

Potential impact on ICG as an asset manager Time

Horizon

Climate-related risks

Climate-related opportunities

Fund

Performance Risk

Balance Sheet

Risk

Balance Sheet

Risk

Balance Sheet

Risk

ICG

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Strategy continued

Resilience of our business and strategy to

climate-related risks and opportunities

The Group business model is driven by management

fee income, 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 factors)

wouldnotimmediatelyimpacttheGroup’sfinancial

position. However, the impact of climate change on

portfolio companies or real assets may impact the

valuation of those 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’ preferences in respect of climate

change is a potential medium-to-long-term risk to

the Group.

The decarbonisation of our investment portfolios has

an important role in building the long-term resilience

of our business strategy, and responsiveness of

funds to climate-related risks and opportunities.

This is exhibited in the investment decisions and

management of portfolios to deliver returns for

our clients, and in the launch of new products.

We also recognise that climate change and nature are

inextricably linked and mutually reinforcing. As the

effect of climate change on nature and biodiversity

worsens the capacity for nature to act as a sink for

carbon emissions or to help regulate the climate and

global temperatures is declining; and vice versa. As

such we have begun the process of incorporating

nature and biodiversity into our approach to

assessing sustainability factors throughout the

investment cycle. We anticipate future climate-related

financialdisclosureswillbeincreasinglylinkedto

nature and biodiversity-related disclosures.

Addressing climate-related risks

and opportunities throughout the

investment life cycle

We take a selective and thoughtful approach

to making investments, with due consideration

of relevant climate-related risks and opportunities.

The overarching charters governing climate-related

risks within our fund management activities are the

Responsible Investing Policy and the Climate

Change Policy, which cover all investments.

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.

ICG’sExclusionListprohibitsdirectinvestments

in certain coal, oil and gas activities which generally

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 exposure assessment is a

mandatory step in the evaluation of new investment

opportunities across the vast majority of ICG’s funds

intheirinvestingperiod,withfindingspresentedto

Investment Committees for consideration in making

investment decisions. Investment opportunities with

potentially heightened climate risk exposure are

discussed with the ICG Sustainability & ESG team and

expert advisers, where appropriate. In the last three

years, since the climate risk exposure assessment was

introduced, we declined 116 investment opportunities

where climate-related risk was a contributing factor

to the investment decision

Exposure of portfolios to climate-related risks

Before making a direct investment, ICG employs a proprietary climate risk exposure assessment. The

methodology for the assessment is tailored to the nature of the investments, i.e. in a company versus in real

estate. This methodology was developed in partnership with third-party subject matter experts and utilises

established external and ICG proprietary data sources to support the assessment of both physical and

transition climate-related risks.

For companies, each investment opportunity receives an overall climate risk exposure 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.

Theassessmenthasinherentlimitations.Itonlyconsidersalimitednumberofpredefinedinherentattributes

about a company (as described above), does not take into account any mitigation, control or adaptation

measuresputinplace,anddoesnotmeasurethelikelyfinancialimpactonagivencompany.

These exposure ratings provide, in our view, a useful indication of the resilience of our funds’ portfolios

to climate-related risks. As at 31 December 2023, 91.6% of assessed portfolios (see page 51) received a

climate riskexposureratingofLoworMedium,thereforehavinglimitedexposuretopotentiallyheightened

climate-related risks (as at 31 December 2022: 85.0%). Only 1.8% of assessed portfolios received Very High

climate risk exposure rating, which we consider as potentially heightened climate-related risk (as at

31 December 2022: 3.3%).

For further details including our complete

Exclusion List, see our Climate Change Policy

on icgam.com

Distribution of climate risk ratings for total assessed ICG portfolios

As at 31 December 2023

As at 31 December 2022

XX%

Low Medium High Very high

60.8%

30.9%

6.6%

1.8%

53.9%

31.2%

11.6%

3.3%

4. ThisistrackedsinceFebruary2021whenICG'sEnhancedExclusionListwasintroduced.

Climate-related Financial Disclosures continued

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The proportion of investments with potentially heightened exposure to climate-related risks by asset class is

presented in the table above. Overall, we continue to see a low exposure across all assessed portfolios

managed by ICG. For investments with potentially heightened exposure to climate-related risks, we conduct

additionalanalysis,wherefeasible,tobetterunderstandthespecificexposureofthebusinessandthecurrent

approachtakenbythecompanyand/oritsfiscalsponsortoaddressanysuchexposure.

For real estate investments, a comprehensive climate risk assessment

was introduced in January 2023.

The transition risk assessment considers assets’ sustainability credentials versus regulatory and market

benchmarksoverdifferenttimehorizons(suchasGreenBuildingsCertifications,energyefficiency,useofonor

off-site renewable energy). This risk may be reduced by planned interventions included in the business plan for

the asset. For assessments performed since launch in January 2023, 18.4% of assets received an Amber rating

for the medium term (5-10 years), reducing to 13.2% when interventions were considered. Two assets received

a Red rating for inherent risk in the long term (10+ years), both reduced to Green post-interventions as a result

of commitments (either through ICG funded capex or tenant obligation) to improve the energy performance of

the buildings as required.

Forphysicalrisk,asite-specifichazardexposureassessmentisconductedbyanexternalthirdpartyacross

multiple potential hazards, using the IPCC RCP 8.5 scenario. Based on assessments performed since launch in

January2023,themostcommonexposureidentifiedisfloodrisk,withlimitedexposureacrossotherhazard

types.Whereelevatedriskisidentified,mitigationandresiliencemeasuresareconsidered,alongsideany

additional measures that may be required to reduce this risk to an acceptable level.

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

6. ExcludesICGEnterpriseTrustandLPSecondaries–assessedportfoliosin2023represent94%ofAUMinthisassetclassasat

31 December 2023 (2022: 93%, 2021: 93%).

7. ExcludesAlternativeCreditandinvestmentsinthird-partyCLOs.Assessedportfoliosin2023represent92%ofAUMinthisasset

class as at 31 December 2023 (2022: 87%, 2021: 91%).

8. 2023figuresbasedonunrealisedvalue,whereas2022and2021arebasedoninvestedcost.LiquidCreditfigureswhicharebased

on MarketValueofinvestmentsforallyears.Allfiguresasat31Decemberintherespectiveyear;ifnotavailableasatthatdatewe

haveusedthelatestavailablevalidatedfiguresatthetimeofconductingtheassessment.

9. Each potential investments receives a separate RAG rating for transition risk and physical climate-related risks. Red (R) indicates

higher risk level, Amber (A) indicates medium level of risk, and green (G) indicates lower risk level.

Approach to scenario analysis

In 2020, we began conducting a formal assessment of

the exposure to climate-related risks across our

portfolios utilising ICG’s proprietary climate risk

assessment methodology, with some element of

scenario analysis for investments with potentially

heightened climate-related risk exposure. Since then

wehaveconfirmedthelimitedexposuretopotentially

heightened climate-related risks across our portfolios

and as a result have adapted our approach.

Transition risks

Given the wide manifestation of transition risks and

the direct and indirect implications on the economy at

large, in 2023 we decided to strengthen our

assessment capabilities by incorporating sector-

based transition risk scenario analysis as part of the

climate risk assessment conducted as standard for all

new investment opportunities in companies. This

scenario analysis incorporates metrics from 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

Below 2°C scenario.

Exposure of assessed portfolios to potentially heightened climate-related risks

by asset class

For further details on our progress against our

portfolio coverage SBT, see our Sustainability

and People Report 2023/2024

Read the full description of the scenarios

on the NGFS website:

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

Structured and

Private Equity

Private Debt Infrastructure Equity Credit

Year 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021

% of portfolio (by unrealised value)

exposed to potentially heightened

climate-related risks

2.2% 2.1% 3.4% 0.2% 0.3% —% —% —% —% 3.0% 7.8% 6.4%

Strategy continued

Climate-related Financial Disclosures continued

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Physical risks

Incontrasttotransitionrisks,physicalrisksaretoagreaterdegreelocationandoperatingmodelspecific.

Therefore, we conduct physical risk scenario analysis, on a case by case basis, for investment opportunities

wherewehavesufficientinfluenceandwhichwehaveidentifiedashavingpotentiallyheightenedexposure

either in the direct operations or in the supply chain of companies. Such analysis is typically conducted as part

of the ESG due diligence we commission by external advisors and uses the following 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.

StartinginJanuary2023,forallpotentialrealestateinvestmentopportunities,asite-specificclimatehazard

exposure assessment is conducted by an external third party across multiple potential hazards, using the IPCC

RCP 8.5 scenario.

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.

Decarbonising our investment portfolios

ICG’s top priority remains the decarbonisation of our

investment portfolios, wherever possible, through our

investment decision making and engagement.

Our ability to affect decarbonisation outcomes is

largelydependentonthelevelofinfluencewehave

and given the breadth of investment strategies we

managethiscanvarysignificantlyacrossandwithin

investment strategies.

1. Direct investments in companies where ICG

has sufficient influence (Relevant Investments)

Key information

23.2%*

of AUM, as at 31 March 2024

* Includes AUM in strategies which may make Relevant Investments:

European Corporate, APAC Corporate, and Infrastructure Equity.

Key Investment Strategies:

– European and APAC Corporate

– Infrastructure Equity

ICG has committed to reach net zero GHG emissions

by 2040 for Relevant Investments, i.e. those direct

investmentswhereICGhassufficientinfluence,

definedbySBTiasatleast25%offullydilutedshares

and a board seat. In support of this commitment, we

have set a portfolio coverage science-based target

(‘SBT’) approved and validated by the SBTi:

– 100% of Relevant Investments (by invested capital)

to have SBTi-validated science-based targets by

2030, with an interim target of 50% by 2026

11. AllreferencesaretoICGfinancialyearsrunningfrom

1 April to 31 March.

12. TheseareEuropeCorporate,AsiaPacificCorporate,Europe

Mid-Market, Infrastructure Equity, and certain seed assets that

qualify as Relevant Investments.

13. Measurement in line with the SBTi guidance for the private

equity sector. A Relevant Investment is only counted in if it has

been a Relevant Investment for at least 24 months or has set

an SBT already. Note that the SBTi currently does not validate

SBTs for educational institutions, so three Relevant Investments

in this sector have been excluded from our update.

14. As per the applicable SBTi requirements for target setting and

validation.

To date, most portfolio companies that qualify as

Relevant Investments are in the early stages of their

decarbonisation journeys at the time of ICG’s

investment. Indeed, no Relevant Investments have had a

pre-existing science-based target (either validated by

the SBTi or in the process of being validated) at the

point of our initial investment. Hence, we have created

an onboarding and engagement programme to support

portfolio companies with every stage of decarbonising

in line with the Goals of the Paris Agreement and

addressing climate-related risks and opportunities.

Example measures include:

– Assigning senior-level 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 Board-level approved climate action

and decarbonisation plans with appropriate allocation

of resources;

– Establishingcompany-specificdecarbonisationKPIs

and targets, in line with the requirements of SBTi; and

– Monitoring progress annually on the implementation of

emission reductions initiatives to deliver on set plans

and targets.

Distribution of climate risk exposure ratings (‘Below 2°C’ and ‘Delayed Transition’)*

Below 2°C

Since being introduced at the start of 2023, investment teams have utilised this more nuanced assessment

capability for over 550 investments in companies; resulting in a climate risk exposure rating under each of

the ‘Below 2°C’ and the ‘Delayed Transition’ scenarios. The graphs below outline the distribution of climate

risk exposure ratings for these investments under each of the two scenarios. Overall the exposure to

potentially heightened climate-related risk is limited under both scenarios and almost negligible under

‘Delayed Transition’ scenario.

Low Medium High Very high

65.8%

19.9%

8.1% 6.2%

72.2%

20.6%

6.5%

0.7%

* As at 31 December 2023 based on unrealised value for all investments except for syndicated loans and high yield bonds which

are based on Market Value.

Delayed Transition

Key developments

As at 31 March 2024:,

Engaged all 34 Relevant Investments across

five investment strategies

, representing nearly

$10.6bn of invested capital.

64% of Relevant Investments (by invested

capital) have set SBTi-validated targets or

submitted for validation

- achieving our interim

target of 50% two years earlier.

These targets in aggregate seek to manage over

3 million tCO

e in line with climate science

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15. European Commission, February 2020.

16. Carbon Risk Real Estate Monitor (CRREM) – available at

Publications – CRREM Project.

2. Other direct investments in companies (not

Relevant Investments) as well as primary

and secondary commitments to PE Funds

Key information

68.3%

of AUM, as at 31 March 2024

Key Investment Strategies:

– Senior Debt Partners

– North America Private Debt

– Strategic Equity

– ICG Enterprise Trust

–LiquidCredit

–CLOs

For other investments where we have limited or no

influence,ICGlookstoengageondecarbonisation,

insofar as feasible, with management of portfolio

companies, and/or the controlling private equity

sponsor. Our engagement focuses on understanding

current practices and encouraging improvement,

where possible.

As comprehensive sustainability disclosures,

including GHG emissions, are still nascent among

private companies, our key focus of engagement in

many cases has been on improving transparency on

sustainability matters, including disclosure of

performance and GHG emissions. Improved coverage

and quality of data is critical to understanding the

carbonfootprintofourportfoliosandthefinanced

emissions attributable to ICG and its funds. See ‘The

climate data challenge’ for further details on what we

seek to do about it.

Beyond data quality and availability challenges, for

many of the investment strategies in this category,

there are no industry-established frameworks to

measure alignment of underlying portfolios with a

1.5°C pathway.

3. Real estate investments

Key information

8.5%

of AUM, as at 31 March 2024

Key Investment Strategies:

– European Real Estate Debt

– Strategic Real Estate

Buildings account for 40% of energy consumption

and 36% of CO

emissions in the EU

. As a result,

there is a growing regulatory focus and increasing

ambition for emissions reduction across the built

environment. ICG employs different tools to drive

decarbonisation across the real estate portfolio,

depending on the investment strategy.

The latest ICG’s European Real Estate Debt fund has a

loan framework designed to incentivise sponsors to

decarbonise assets, via issuance of green loans and/

orsustainability-linkedfinancing.Asat31March

2024, nine loans have been issued under the fund’s

GreenLoanFramework.

ICG’s Strategic Real Estate (SRE) funds have a

proportion of capital allocated towards making

sustainability improvements across the portfolio

(‘Sustainable Capital Allocation’). During the year

ended 31 March 2024, an expert advisor was

appointed to perform a review of the SRE portfolio

against the CRREM

pathways, which are the

established 1.5°C pathways to measure alignment

for real estate properties. Outputs of the review will

inform prioritisation for use of available SCA funds.

To enable decarbonisation at scale and greater

transparency in private markets, we also need

reliable GHG emissions data and industry-

established tools and frameworks to measure

attainment of decarbonisation progress across asset

classes – both areas have seen some improvement in

2023 but require expanded focus and attention by

the industry at large.

GHG emissions data

We have continued to expand measurement of

financedemissionsinlinewiththePartnershipfor

Carbon Accounting Financials (PCAF) Standard, and

inclusion of such data in sustainability reporting to

clients a number of active funds managed by ICG.

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 reputable external data providers. This year,

we assessedandreportedfund-levelfinanced

emissions, alongside other portfolio metrics

recommended by the TCFD, such as weighted

average carbon intensity and portfolio carbon

footprint, for funds representing 44.2% of total

AUM. The vast majority of the underlying emissions

data was based on proxy estimates and excluded

Scope 3 emissions, due to a lack of reliable data

reported by investees. In ICG’s view, the

aggregation of such data into Group-wide

portfolio climate metrics would be misleading.

We recognise the importance of this data to

our shareholders, clients and other stakeholders,

so we will continue exploring ways to improve

the coverage and quality of climate data for our

portfolios. As more reliable data becomes available

for private companies and real estate, we will review

on an annual basis our approach to disclosing such

data in aggregated form in this Report.

The climate data challenge

With 47.2% of our AUM as at 31 March 2024 in

private debt and credit funds, ICG recognises

the importance of continuing to encourage

measurement and reporting of GHG emissions to

use as lenders. In addition to direct engagement

with companies, we worked with peers in the

Initiative Climat International (iCI) Private Credit

Working Group, which ICG co-chairs, to publish

a concise guide for companies offering practical

guidance on the foundational steps to measure

and report on GHG emissions.

Tools and frameworks to measure attainment

of decarbonisation progress across asset

classes

For many alternative asset classes, beyond buyout

and growth PE and real estate equity, there has been

very limited guidance on measuring alignment of

given portfolios with 1.5°C pathways (in line with the

Paris Agreement). That is why, over the course of

2023, ICG joined forces with over 200 GPs and

40LPs active in private markets to determine a

common language for asset managers to describe

where their portfolios are on their decarbonisation

journey and proportion that is managed in alignment

with a 1.5°C pathway. The result was the publication

of the Private Markets Decarbonisation Roadmap

(PMDR). Through its Alignment Scale, the PMDR

proposes an industry-consistent approach and

criteria to classify portfolio companies along the

decarbonisation trajectory, with the intent to

incentivise real action across and within assess

classes. ICG has begun incorporating the PMDR

Alignment Scale in its pre-investment assessment

and post-investment monitoring tools, and will

utilise it in its disclosures going forward.

To see the guide and further details on the

PMDR please visit the UN PRI website

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Developing our investment strategies

We future-proof our business in part by evolving our

existing investment strategies and developing new

ones. This enables us to better serve the needs of

our clients and to capitalise on a wider range of

investment opportunities.

An enhanced focus on sustainability can be a source

of competitive advantage. We seek to integrate

sustainability considerations, including those related

to climate change mitigation and adaptation, into the

design of new investment strategies or funds where

wehaveinfluencetodrivebetteroutcomes.Fornew

strategiesorfundswherewehavesufficient

influence,wealsoseektoconsiderscience-based

decarbonisation targets that support the goals of

the Paris Agreement and/or align the sustainability

prioritiesandpracticeswithspecificUNSustainable

Development Goals (SDGs).

We also seek opportunities, including those

presented by the transition to a low-carbon economy

whichfitICG’sinvestmentapproachandabilityto

invest across the capital structure. For example,

investments in real assets, such as commercial real

estate, housing developments, renewable energy and

other infrastructure delivering core services, can play

an important role in supporting global economic

growth, enhancing social cohesion, and delivering

the transition to a low-carbon economy. To capitalise

on this growing investment opportunity, ICG has

launched a number of strategies investing in

infrastructure and real estate that have sustainability

frameworks designed to deliver tangible, targeted

improvements in the sustainability performance of

assets as part of their asset management plans.

Group operations

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 Streamlined Energy

and Carbon Reporting (SECR) and Energy Savings

Opportunity Scheme (ESOS) regulations and the

EU EnergyEfficiencyDirective(EED).

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 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.

Key developments Key developments

17. These include the latest vintages of European Corporate,

Strategic Equity, Strategic Real Estate, European Real Estate

Debt, and Infrastructure Equity investment strategies.

See page 63 for ICG’s GHG emissions

statement which outlines key initiatives we

have implemented to continue to reduce our

operational carbon footprint

Fund-level sustainable financing

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

$3.2bn sustainability-linkedfund-levelfinancing

that has climate-related KPIs.

In the last three years, ICG has raised a total of

$16.4bn of capital in investment strategies

with

explicit engagement priority or formal framework

that focuses on climate change within the

investment process.

As at 31 March 2024, such strategies targeting

sustainability improvements constitute 61% of

AUM in Real Assets, compared to 48% as at 31

March 2023, and 40% as at 31 March 2022.

Such strategies represent 32% of AUM,

as at 31 March 2024, compared to 28% a year

earlier.

As at 31 March 2024 ICG Infrastructure Equity

has invested in total of 2.7 GW of net renewable

energy generating capacity since the strategy

was launched in 2020; compared to 1.9 GW a year

earlier.

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Governance

Oversight and management of climate-related risks

and opportunities are incorporated into the Group’s

governance structure and risk management

framework (RMF).

The Board sets the Group’s strategic direction and,

when setting strategic objectives, it considers all

material factors including those relating to climate

change. As such, the Board considers climate-related

risks, as relevant as a strategic matter, when reviewing

the annual business plans over the short, medium,

and long term, for example, in annual budgets,

performance objectives and determining the risk

appetite of the Group.

The Board is engaged in the Group’s focus on

stewardship and sustainability, and regularly receives

reports on client considerations, client experience,

investment performance and sustainability matters,

including regular updates on climate-related matters.

The Board has delegated oversight of climate-related

matters, including progress towards ICG’s net zero

commitment and the implementation of ICG’s Climate

Change Policy, to the CEO, with support from the

CFO and the CPEAO. 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.

The diagram below provides an overview of the

Group’s governance structure for the oversight,

assessment and management of climate-related

risks and opportunities.

The chart below illustrates ICG’s emissions reduction versus its Scope 1 and 2 SBT trajectory and a 1.5°C

aligned trajectory.

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

Key development

Progress against ICG operational

SBTi-validated target

During the reporting period 1 April 2023 to

31 March 2024, our measured Scope 1 and Scope 2

(market-based) emissions totalled 28 tCO

e, which

represents 95% reduction compared to base year.

While this means the Group has already achieved our Scope 1 and 2 science-based target (SBT), we remain

determinedtosustainthisperformanceovertimeasthefirmcontinuestogrowandexpanditspresence

globally. ICG will continue to expand the purchase of electricity from renewable sources and explore energy

efficiencymeasuresinouroperations.

1,000

2017 2018 2019 2020 2021 2022 2023 2024 2026 2028 2030

600

400

200

800

202920272025

On track to deliver ICG’s science-based target

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

Scope 1 and 2 GHG emissions were 28 tCO

representing 95% reduction compared to the

2020 base year.

ICG’s governance of climate-related risks

and opportunities

TCFD recommended disclosures:

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

Total Scope 1 and 2 GHG emissions (tCO

e) ICG SBT linear trajectory 1.5°C degree aligned trajectory

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Group’s governance structure for the oversight, assessment and management of 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. TheResponsibleInvestingCommitteeismadeupoftheHeadofInvestmentOffice,GlobalHeadofSustainability&ESG,

and senior investment professionals from ICG’s investment strategies.

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

Sets direction and provides oversight

Inputs into climate strategy and reports on progress

ICG plc Board of Directors

Oversight of Group strategy and risk, receiving regular updates on sustainability, ESG and climate-related matters at a minimum twice a year

Remuneration Committee

– oversees the Directors’

Remuneration Policy and its

application to senior employees,

including the inclusions of

sustainability related KPIs,

and reviews and approves

incentive arrangements to

ensure they are commensurate

with market practice

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

Audit Committee

– oversees the Group’s financial

reporting and related elements

of its internal financial controls,

including TCFD disclosure

obligations of the Group and

other climate-related disclosure

requirements, such as the UK

Streamlined Energy and Carbon

Reporting (SECR) requirements

– receives updates from the Global

head of Sustainability & ESG

annually (at a minimum)

Investment Committees

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

decision; and that the Sustainability & ESG team’s guidance is accounted for, where climate-related issues are

material or unclear.

Investment teams

– responsible for the day-

to-day implementation

of the Responsible

Investing Policy and

Climate Change Policy,

and the integration

of climate-related

consideration in

investment processes,

guided by the RI

Committee and the

Sustainability & ESG

team

Responsible

Investing Committee

– promotes, supports,

and helps to integrate

responsible investing

practices across ICG’s

investment strategies

in line with ICG’s

Responsible Investing

and Climate Change

policy

Sustainability & ESG team

– provides subject-matter expertise to support

the assessment and management of climate-

related risks and opportunities across our fund

management activities, including assessment

and engagement of investees; setting strategic

objectives and targets; building capacity across

the organisation; and fostering collaboration within

the industry

– works closely with Risk Oversight and Control

functions within the Group, to ensure adequate

governance frameworks and controls are in place

to assess and manage climate-related risks

Executive Directors

– responsible for implementing the Group’s approved strategy, including driving our net zero commitment

and various climate-related programmes

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

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

and the Climate Change Policy

– receive regular updates on sustainability, ESG and climate-related matters

Risk Oversight and Control functions

Climate assessment and stewardship of investment portfolios

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The CFO is responsible for ensuring climate-related

risks which might impact the Group’s own operations

are understood and mitigated. The Operations and

IT teams, 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 vendors. Updates

on climate-related issues are provided to the CFO,

as and when they manifest.

Training and capacity building

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 tools to ensure they can identify and

address sustainability, including climate-related, risks

and opportunities in our investment activities. The

Sustainability & ESG team also provides regular

briefingsonemergingtopics,regulatory

developments and industry best practice.

The processes used by ICG to identify,

assess and manage climate-related risks

TCFD recommended disclosures:

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.

Remuneration

The Company and its Board have a long-term

orientated approach to variable pay, which aligns

our Executive Directors to the interests of our

shareholders and the Group’s key priorities. 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, DEI and Sustainability.

Further details can be found on page 103.

The Group incorporates ESG assessment into

the annual performance appraisals of all portfolio

managersacrossthefirm,includingclimate-related

components, where applicable to the investment

strategy. The aim of this practice is to reinforce

alignment and accountability at the right levels of the

organisation and ensure we comply with a continued

increase in relevant regulatory requirements. It also

positions portfolio managers to lead by example,

ensuring sustainability and climate-related factors

are being appropriately and consistently considered

in their teams’ approaches to investment.

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 RMF 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 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 41).

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).

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:

Risk Management

Key development

18. TheGroupdefinesprincipalrisksasthosethatwould

threaten the Group’s business model, future performance,

solvency, or liquidity.

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ICG further developed its training programme

so it can be delivered to the whole business.

Mandatory training for all employees was

rolled out to incorporate core understanding of

Responsible Investing, Sustainability and ESG at

ICG. The training also delves into greater detail

on specific themes, such as climate-related

risks and opportunities. This mandatory training

is supplemented by more advanced specific

knowledge-building for relevant professionals

such as investment teams in key topics that relate

to their role.

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Reputational risk, while 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 our

commitment (see page 103).

In addition to the top-down risk assessment, the

business undertakes a bottom-up review which

involves a comprehensive risk assessment process

designedtofacilitatetheidentificationand

assessment of key risks and controls related to each

business function’s most important objectives and

processes. This is primarily achieved through the

risk and control self-assessment process (RCSA).

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 ICG 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.

Group balance sheet investments

The Group’s exposure to climate risk arising from its

balance sheet investment portfolio (seed assets) is

managed in line with our standard fund management

activities, as outlined on page 59.

Key developments

Risk Management continued

Climate-related Financial Disclosures continued

The Group completed a review of the

Sustainability & ESG team through the Group’s

RCSA process and documented the key risks and

controls the team is responsible for, including

those related to climate.

In addition, we also initiated a review to ensure

that sustainability and climate-related risks are

also incorporated, as relevant, in the RCSAs of

other functions across the Group. The initial stage

of this review is expected to be completed in the

coming year and will be updated as needed going

forward.

– Implementation of Climate Change Policy

– Screening and due diligence processes for new

investment opportunities

– Portfolio monitoring and stewardship (see table

on page 59)

– The Group’s New Product Approval process

requires sustainability considerations, including

climate-related risks and opportunities, to be

integrated into the design of new strategies or

funds where we have influence to drive better

sustainability outcomes

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.

External

Environment Risk

Principal risk Potential impact Process for risk identification and management

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 40

For further details including our complete

Exclusion List, see our Climate Change Policy

on icgam.com

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.

Fund Performance

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.

Balance Sheet Risk

– Global regulatory horizon scanning, including

current and emerging sustainability and climate-

related regulations

– Participation in industry working groups focused

on effective implementation of sustainability-

related regulations

– Sustainability regulatory task-force within the

Group comprising Legal, Sustainability & ESG,

Risk and Compliance functions; monitoring the

implementation of new regulatory requirements

across the Group

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.

Legal, Regulatory and

Tax Risk

– Implementation of Climate Change Policy

– Implementation of the Group’s Sustainable fit-out

guide to our offices

– Implementation of the Supplier Code of Conduct

– Supplier assessment questionnaire rolled out

during the year to better assess sustainability-

related risks, including arising from or related to

climate change

Potential operational disruption caused by

climate-related issues. primarily physical

risk, including within the Group’s key

third-party providers.

Operational Resilience

Risk

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

ICG

Annual Report & Accounts 2024

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.

Climate risk assessment

For each potential investment opportunity, we use a

climate risk exposure 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

risk exposures 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

potentially heightened 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.

19. Applicable to direct investments by ICG Enterprise Trust.

20. Harmonised and formalised across all real estate investments since January 2023.

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

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

23. Forinvestmentswherewehavesufficientinfluence.

24. The Inevitable Policy Response (IPR) is a climate transition forecasting consortium commissioned by the PRI which aims to prepare

institutional investors for the portfolio risks and opportunities associated with an acceleration of policy responses to climate

change. https://www.unpri.org/sustainability-issues/climate-change/inevitable-policy-response

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 sustainability surveys.

Climate change is an integral part of our annual

sustainability surveys which monitor governance and

management of climate change, as well as

performance and decarbonisation plans. We publish

summary results of our sustainability surveys in our

annual Sustainability and People report.

Key developments

Identifying, assessing and managing climate-related risks

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

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

Asset class Structured and Private

Equity

Private Debt Real Assets Credit

Key strategy European

and

Asia

Pacific

Corporate

Strategic

Equity

ICG

Enterprise

Trust / LP

Second-

aries

Senior

Debt

Partners

North

America

Capital

Partners

Real

Estate

Debt

Real

Estate

Equity

Infra-

structure

Equity

Liquid

Credit

CLOs

Pre investment

ExclusionListscreening

Bespoke climate risk

assessment

Additional due diligence

for deals with potentially

heighten climate risk

exposure

Climate risk assessment

findingsincludedin

IC memos

Post investment

Ongoing portfolio

monitoring process

(including through annual

surveys, where relevant)

Engagement on

climate-related matters

Investment-specific

climate-related targets

and KPIs

See more details on our approach

and process on pages 50

Risk Management continued

Climate-related Financial Disclosures continued

ICG undertook a review of its climate risk

assessment methodology for investments in

companies to ensure it is still fit for purpose and

in line with market practice. As a result, a number

of enhancements were identified and will be

implemented in the coming year:

1. Expanded the assessment of exposure

to both physical and transition risks to

incorporate characteristics related to the

company’s specific operating model and

value chain.

2. Streamlined and updated the external data

sources to ensure we utilise most relevant

and up-to-date data for investors. One such

notable enhancement is the incorporation

of the Inevitable Policy Response (IPR)

Forecast Policy Scenario (2023) into the

transition risk assessment component, which

also provides an indication of the implied

carbon price for a wide range of jurisdictions

on a consistent basis.

ICG

Annual Report & Accounts 2024

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

Group operations – identifying and

managing climate-related risks

Transition risks

Enhanced GHG emissions reporting and climate-

related compliance requirements have been

identified as a potential climate-related risk to the

Groupoperations.TheSustainability&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 ESOS, and the EU EED.

Physical 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, among 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.

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. From a real estate perspective,

the Groupoperatesfromleasedofficesandour

employees have the ability to work remotely. In the

year ended 31 March 2023, the Group 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 risks.

Metrics & Targets

The metrics and targets used by ICG to assess

and manage relevant climate-related risks and

opportunities

TCFD recommended disclosures:

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, some of these

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

of coverage, availability and/or quality of data as well

as the uncertainty associated with some of the

underlying assumptions). We utilise internal data and

proprietary tools and methodologies, as well as

external data sources and providers, to produce

these climate metrics.

As the vast majority of emissions data that ICG has

today is based on proxy estimates and excluded

Scope 3 emissions, in ICG’s view, the aggregation of

such data into Group-wide portfolio climate metrics

would be misleading. As indicated below, in relation

tofinancedemissions,andotherportfolioclimate

metricsrecommendedbyTCFD,giventhesignificant

gaps in available measured emissions data in private

markets, ICG’s current focus is on improving the

coverage and quality of such data (see page 53),

which will enable us to establish a credible baseline

for these metrics across our portfolios.

Key development

Risk Management continued

Climate-related Financial Disclosures continued

We enhanced our assessment of suppliers

to include a wider range of sustainability

considerations, including exposure to and

capabilities to manage climate-related risks

and opportunities, where relevant. This will

be rolled out to all new and existing material

suppliers going forward.

We will continue to monitor changes in the

exposure to physical and transition climate

risks of our direct operations and address any

identified risks, as needed.

Read more in our Sustainability and People

Report 2023/2024

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

ICG

Annual Report & Accounts 2024

Metrics & Targets continued

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.

The Group seeks to link its climate ambition to third-party financing,

where possible

Group and Fund related

third-party financing

Transition

& Physical

Sustainability-

linked financing

Amount of ESG or

Sustainability financing,

with climate-related

metrics

Climate Metrics

Target and/or current activity

Scope Climate risk Use and measurement

Group

Investments

Ref

Measures the exposure of portfolios to potentially heightened

climate risk based on the Group’s proprietary climate risk exposure

assessment methodology, expressed as % of portfolio by unrealised

value of investments.

Conduct annually a Group-wide top-down portfolio assessment

with a view to inform ICG’s sustainability 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

Proportion of

investments in

companies with

potentially heightened

climate risk exposure

Assess the exposure of certain portfolios to heightened climate

risk sectors

, expressed as % of portfolio by

Conduct annually a Group-wide top-down portfolio assessment

with a view to inform ICG’s sustainability and climate-specific

objectives and priorities.

Investments across our

Structured and Private Equity,

Private Debt, Real Assets and

Credit asset classes.

TransitionProportion of

investments in companies

with heightened climate

risk sector exposure

Assesses the absolute GHG emissions associated with and attributable

to a portfolio of investments, expressed in tCO

e (financed emissions);

and the financed emissions per unit of invested capital, expressed in

tCO

e per million invested in fund currency. Monitored internally and

reported to investors in certain active funds at least annually.

Given the significant gaps in available measured emissions data in

private markets, especially on Scope 3 GHG emissions, ICG’s focus

is on improving the data coverage and quality so we can establish

a credible baseline for this metric across its portfolios.

Active funds

making direct

investments across our

Structured and Private

Equity, Private Debt, Real

Assets, and Credit asset

classes.

TransitionFinanced emissions

and portfolio carbon

footprint

N/A

Measures a portfolio’s exposure to carbon-intensive

investments, expressed in tCO

e/ 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.

Given the significant gaps in available measured emissions data in

private markets, especially on Scope 3 GHG emissions, ICG’s focus

is on improving the data coverage and quality so we can establish

a credible baseline for this metric across its portfolios.

Active funds

making direct

investments across our

Structured and Private

Equity, Private Debt, Real

Assets, and Credit asset

classes.

TransitionWeighted average

carbon intensity.

N/A

Assesses the link of remuneration with sustainability considerations,

including the implementation of the ICG Climate Change Policy and

specific aspects pertaining to each investment strategy.

Sustainability and climate-related considerations are incorporated

into the annual variable component of the remuneration of Executive

Directors and all portfolio managers across the firm.

Executive Directors and

Portfolio Managers’ annual

variable pay

Transition

& Physical

Remuneration

Remuneration linked to

sustainability and climate

considerations.*

103

Assesses the potential exposure to physical and transition

climate-related risks for individual investment opportunities using the

Group’s proprietary climate risks exposure assessment methodology.

Climate risk exposure rating is incorporated into all investment

proposals for consideration by ICs.

Exposure to climate-related risks (both physical and transition)

is assessed as standard for all direct investment opportunities

utilising our proprietary, asset type specific methodologies.

Individual direct investments Transition

& Physical

Climate-related

risks

Proprietary climate risk

exposure rating

Measures the proportion of Relevant Investments covered by

science-based targets, as % of invested capital, which are

therefore aligning with 1.5°C pathway. Monitored internally

and reported publicly on an annual basis.

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-validated science-based targets

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

Relevant Investments Transition

Decarbonising

our

investment

portfolios

Alignment to 1.5°C

pathway

Climate-related Financial Disclosures continued

ICG

Annual Report & Accounts 2024

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

Climate Metrics Target and/or current activity

Scope Climate risk Use and measurement Ref

Investments continued

Our operations

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

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

26. 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.

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

ICG has several strategies investing in infrastructure and real estate

that have sustainability frameworks designed to deliver tangible,

targeted improvements in the sustainability performance of assets.

Infrastructure Equity,

European Real Estate Debt,

and Sale and Leaseback.

TransitionInvestments in

infrastructure and real

estate targeting

sustainability

improvements.*

Measures the proportion of Group’s investments in infrastructure and

real estate in strategies targeting tangible sustainability improvements,

expressed as % of AUM in Real Assets. Monitored internally and

publicly reported annually.

ICG Infrastructure has made a number of investments to support

the further growth and development of companies specialising

in renewable energy generation across North America,

Europe and Asia Pacific; which directly support the transition

to a low-carbon economy.

Infrastructure Equity

strategy and seed assets

TransitionInstalled renewable

energy generating

capacity

Measures the aggregate and annual change in installed renewable energy

generating capacity, expressed in GW. Monitored internally and publicly

reported annually.

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

TransitionScope 1 and 2 GHG

emissions intensity

(market-based).*

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.

63 - 64

ICG seeks to maximise the proportion of electricity consumption

from renewable sources, and encourage landlords to provide

low-carbon heating solutions, wherever feasible.

Group operations: purchased

electricity and heat

TransitionEnergy used from

renewable sources.

Measures the proportion of electricity and heat

from renewable sources. Assessed annually and reported publicly,

subject to independent limited assurance

63 - 64

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

TransitionScope 3 absolute

GHG emissions.*

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.

63 - 64

Metrics & Targets continued

Climate-related Financial Disclosures continued

ICG has incorporated climate change considerations in the approval

process for new funds or strategies. Since 2021, we have considered

climate change in the launch of the latest vintages of European

Corporate and Mid-Market, Strategic Equity, Infrastructure Equity,

Strategic Real Estate and European Real Estate Debt investment

strategies, which have explicit focus on engagement on climate

change and decarbonisation.

Active funds across our

Structured and Private

Equity, Private Debt,

Real Assets, and Credit

asset classes.

Transition

& Physical

Developing

our strategies

Investment strategies

with explicit engagement

priority or formal

framework that focuses

on climate change within

the investment process.

Provides an indication for our ability to adapt our investment strategies

to explicitly incorporate climate change considerations.

Cumulative amount of capital raised since April 2021, expressed

in USD billion; and AUM expressed in USD billion in such strategies.

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

Our

operations

Scope 1 and 2 absolute

GHG emissions (market

and location-based).*

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.

63 - 64

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

ICG

Annual Report & Accounts 2024

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 period 1 April 2023 to 31 March 2024 (the reporting period), our measured Scope 1 and Scope 2

(market-based) emissions totalled 28 metric tCO

e compared to 121 metric tCO

e in the 12-month period to

31 March 2023 (the prior period). The Scope 1 and 2 intensity

equated to 0.04* metric tCO

e/FTE and 0.03*

metric tCO

e/£m revenue, compared to 0.21 metric tCO

e/FTE and 0.19 metric tCO

e/£m revenue in prior period.

12-month period ending 31 March

GHG emissions

Activity 2024 2023

2020

(baseline)

Direct emissions

(Scope 1)

Combustion of fuel and operation of facilities 14* 46* 66

Indirect emissions

(Scope 2)

Purchased electricity (location-based) 197* 250* 448

Purchased electricity (market-based) 11* 75* 479

Purchased heat (district heating)

3* n/a n/a

Total Scope 1 and 2 (market-based)

28* 121 545

Indirect emissions

(Scope 3)

Businesstravel(flights,rail,carrental,taxis,hotels) 4,630* 2,724* 2,640

Waste generated in operations (incl. water) 14* 3* 8

Purchased goods and services (incl. capital

expenditures)

14,878* 13,286* 0

Fuel and energy related activities

56* 79 0

Total Scope 3 19,578* 16,092 2,648

1. Scope 1 and 2 emissions intensity for the reporting period are based on FTE of 635, and Revenue of £949.6m.

2. Numbers in the table have been rounded up or down to the nearest metric tonne of CO2e.

3. Emissionsfromdistrictheatinghavebeenintroducedinthereportingperiod.Whilethespecificfacilitieshavealwaysutilisedthis

forheat,thiswasonlyidentifiedbythelandlordandcommunicatedforthefirsttimeinthisreportingperiod.Thetotalamountisnot

significantenoughtotriggerarestatementofthebaseline.

4. The sum of Scope 1 and 2 emissions is based on the Scope 2 market-based data and includes purchased heat from district heating

which is new the GHG inventory in the reporting period.

5. Emissionsarecalculatedusingidentifiablevendorsandtheirrelatedindustry(whichareassignedonabesteffortbasis).Weexclude

expenditure where we can not clearly identify the vendor’s industry or emissions. This constitutes approx. 1% of expenditure after

removal of intercompany transactions.

6. Figureforthe12-monthperiodto31March2023hasbeenrestatedto79tCO2etoreflectachangeinmethodology;representinga

4% increase. This also resulted in an increase of our Total Scope 3 emissions for this period from 16,089 tCO2e to 16,092 tCO2e.

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

emission statement for the year ended 31 March 2024. 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. EY also provided assurance for the year ended 31 March 2023. Data

forpreviousyearswasverifiedtoISO14064byalternativeproviders.

In the reporting period Scope 1 and 2 (market-based) emissions have decreased by 95% from ICG’s

baseline, drivenbyanincreaseinthenumberofofficesprocuring100%renewableelectricity;reaching

7 out of the12officesinscopeofourGHGreporting(seeourGHGstatementmethodologyonpage64

for more information).

During the prior period, our Scope 1 and 2 emissions increased due to overlapping rental periods for two

propertiesduringanofficemoveintheUnitedStatesofAmerica(US).Sincethen,wehaverevertedtohaving

onemajorofficeintheUSwhichisnowaLEEDGoldcertifiedfacility.Italsohasa10-yearagreementtoprocure

100% renewable energy.

Metrics

12-month period ending 31 March

2024 2023 2020

Scope 1 and 2 (market-based emissions) per FTE (mtC0

0.04 0.2 1.07

Scope 1 and 2 (market-based emissions) per £m revenue (mtCO

0.03 0.19 1.32

Scope 3 emissions performance

Scope 3 emissions have increased from this reporting period compared to the prior period. Our main emissions

activities are purchased goods and services (76%) and business travel (24%). The increase is largely driven by

thegrowthofthefirmandexpandingourpresence.

Scope 1 and 2 emissions (mtCO

Location-based

RoW

Market-based

RoW

2020:

545

237

309

024:

2023:

121

2020:

514

230

284

024:

214

158

2023:

297

244

Climate-related Financial Disclosures continued

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Annual Group GHG emissions statement continued

Energy consumption and efficiency

During the year, our total fuel and electricity consumption in our operations totalled 677 MWh. 40% of

electricitywasconsumedintheUK,whiletheremaining60%wasconsumedin12officesoutsidetheUKwhich

arepredominantlyservicedofficeswhereICGhaslimitedcontroloverenergyprovision.Thesplitbetweenfuel

and electricity consumption is displayed in the table below. 95% of electricity purchased is from renewable

sourceseitherthroughgreentariffsorbackedbyrenewableenergycertification,comparedwith76%inthe

priorperiod.Thisyear,theLondonofficehasimprovedenergyefficiencythroughmodificationofthebuilding

management system, resulting in 2.1% energy reduction compared to the prior period. This success, will inform

furtherenergyefficiencyandemissionsreductioninitiativesinnext12months.

Duringthereportingperiod,itwasconfirmedthatthenewofficeinNewYorkdoesnotuseagasheating

system; which is the main reason behind the reduction in fuels use compared to the prior period.

12-month period ended 31 March

Metrics (KWh) 2024 2023 2020

Electricity 676,888 835,901 1,468,177

of which, from renewable sources 644,544 638,697 0

District heating 22,460 n/a n/a

Fuels

71,202 254,307 316,156

Total Electricity, District heating and Fuels 770,550 1,090,207 1,784,333

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

Fuels

RoW

Electricity

RoW

GHG statement methodology

Reporting period: 1 April 2023 - 31 March 2024.

ICGquantifiesandreportsourorganisationalGHG

emissions in alignment with the World Resources

Institute’s Greenhouse Gas Protocol Corporate

Accounting and Reporting Standard, 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 emissions sources that constituted our

operational boundary for the reporting period are:

– Scope 1: Combustion of fuel and operation of

facilities

– Scope 2: Purchased electricity consumption for

our own use (location-based and market-based),

and purchased heat from district heating energy

schemes (new to this reporting period)

– Scope 3: Business travel (rail, taxis, hotels, air travel

and car rental (new to this reporting period)),

water supply and waste generation, transmission

and distribution of electricity, purchased goods

and services (including capital goods expenditure)

Numbers provided in this Annual Group GHG

emissions statement have been rounded up or

down to the nearest metric tonne of CO

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 202.

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's CO2e conversion factors

are used for all UK based emission sources.

The activities included are electricity, heating,

waste/ water, transmission and distribution losses

(including WTT), business travel (rail (including

UK to Europe travel), air, hotel, and rental cars).

Any Eurostar travel uses UK Government factors.

Forinternationaloffices,whenfactorswerenot

available, the following activities utilised UK

Government's CO

e conversion factors - air

travel and natural gas heating, waste/water,

and district heating.

– International Energy Agency international

conversion CO

e factors were used for global

officesforthefollowingactivities-electricity

and transmission and distribution losses

(including WTT).

– United States Environmental Protection Agency

carbon emission factors are used for train travel

in the US, and Network for Transport Measures

(NTM) data carbon factors are used for train travel

in the EU. UK Government based rail factor is used

for any Eurostar travel emissions.

– For business travel based on expenses, Exiobase

spend based emissions factors are used for taxi

travel in place of the now obsolete Quantis factors.

– For purchased goods and services (including

capital spend), emission calculations for 11 large

suppliers was based on latest publicly available

actual corporate emissions data. It incorporated

the suppliers emissions and revenue considering

ICG's total spend with the supplier. Spend-based

emissions factors (£/CO

e) were allocated using

the SIC codes supplied by the UK Government.

Further details are found in the Basis of Preparation

on pages 202 to 203.

2020:

1,468,177

55 7,211

910,966

024:

676,888

407,4 61

2023:

835,901

560,817

269,427

275,084

2020:

316,156

31,778

284,378

024:

71,202

2023:

254,307

Climate-related Financial Disclosures continued

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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 Task Force on Climate-

related Financial Disclosures and UN Sustainable

Development Goals (see pages 47 to 64). Further

details of the activities we undertake in supporting

these frameworks are available on our website.

Details of our principal risks and how we manage

those risks are set out on pages 42 to 45.

Human rights and social matters

We do not tolerate discrimination of any nature and

comply fully with applicable human rights legislation.

Policies and standards

We are opposed to any form of modern slavery and

humantrafficking.Weseektoensurethereareno

such practices in our business and supply chain.

During the year, we have carried out employee

training and awareness raising and continued to

include anti-slavery considerations in supplier

selection and due diligence. We conduct

due diligence on our own business, portfolio

companies, and material suppliers. No concerns

were raised in any of our due diligence over the

course of the last year.

The Group’s full policy on Modern Slavery can

be found at www.icgam.com.

Anti-bribery and corruption

We are committed to ethical business across all our

operations and investments. Our policy is never to

offer, request or receive bribes, and to refuse any

request to pay them. We actively seek to reduce

opportunities for corruption. We do not invest in

companies or projects that engage in corruption or

appear to have a high risk of such behaviour and we

investigateanddealwithallreportedoridentified

cases of corruption in line with our policy. The policy

applies to all entities within the Group wherever we

do business.

Employee matters

We aim for employees to have a sense of wellbeing

and promote an inclusive working culture where they

can freely question practices and suggest

alternatives. We support agile working and offer

accesstoarangeofflexiblebenefits.Weensureour

levels of overall remuneration are without bias and

designed to attract, develop and retain

talented employees.

Employee diversity

As at 31 March 2024, the Group has a permanent

employee population of 637 of which 233 are women

and 404 are men. There are three Executive Directors

including one woman. Of the 24 senior managers

reporting to the Executive Directors (including those

based outside the UK), seven (29%) are women.

Board diversity

Biographical details of the Board are set out on

page 70 with information on diversity on page 69.

Measurement

The Board approved the renewal of the women in

UK senior management target to 30% by 2027 and a

shareholder KPI has been established (see page 15)

to reinforce a culture of inclusivity which supports

a diverse and thriving workforce and lays the

foundation for sustainable success.

We have published our 2024 gender pay gap data

which is set out on page 108.

Environmental matters

Regarding climate-related matters, the Group’s

disclosures in response to the recommendations

of the TCFD are set out on page 47.

The Group’s disclosures in accordance with the

SECR requirements are set out on page 63.

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IN THIS SECTION:

HOW GOVERNANCE

SUPPORTS

INVESTING

FOR GROWTH

Ensuring good governance requires us to have a clear

eye on the long-term direction of the organisation in

the context of the political, economic and social

circumstances that are likely to impact its development,

end markets and competitive positioning – focusing on

robustness of governance, transparency and

communication are critical to our growth journey.

Robust governance for

responsible growth

See more information on page 67

The right team to drive

growth responsibly

See more information on page 69

Transparency and integrity

through the UK Corporate

Governance Code 2018

See more information on page 74

Ensuring business continuity

and a growth culture

See more information on page 83

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Governance at a glance

The work of the Board during the year was

conducted through six formal meetings and

regular informal engagement with executive

management. The activity at formal meetings

covered a wide range of strategic and

operational themes.

ROBUST

GOVERNANCE

FOR

RESPONSIBLE

GROWTH

Our highlights in FY24:

The Board regularly discussed shifting market

conditions and possible impacts on, as well as

opportunities for, the Group’s strategies, while

continuing to demonstrate a strong oversight

of the use of the Group’s balance sheet.

Deployment of balance sheet capital was a key topic

for the Board as we considered our dividend level

and our future investment programme.

During the year, the Board also devoted

considerable time to debating how best to grow

out nascent and existing strategies, and had a

strong focus on a number of initiatives to scale up

and scale out the Group’s platform, with

presentations from management considering in

detail how to continue to invest in, and improve,

our operating platform with this view in mind.

Oversight of the culture of the business included

considering the effectiveness of Diversity, Equality

and Inclusion (DEI) efforts and management’s

future plans.

Our priorities for FY25:

The Board has identified a number of priority

areas for the coming year and will continue to keep

these under review. The Board recognises the

constant evolution of the business environment

and remains ready to face new challenges and

opportunities as they arise.

The Board will carefully consider the Group’s

strategic and geographic footprint in oversight

of the investments we make to ensure continued

growth of our business. We will continue our “scale

up and scale out” mentality, seeking to ensure that

our strategies continue to grow and that we further

enhance our operating platform. Focus will also be

dedicated to further embedding DEI initiatives in

light of the recent “deep dive” review. In addition,

the Board will be taking actions to implement

recommendations coming out of the recent

external board evaluation.

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Governance at a glance continued

How the board spent its time:

Financial performance and market

outlook

The Board:

– regularly considered the challenging fundraising

environment, noting the impact on current

vintages of peers across the market and timing

for future fundraising;

–reviewedlevelsdealflow,notingthatequity-led

strategieswerefindingitmorechallengingto

deploy, but that debt focused funds were more

activeandnoticeablybenefitingfromhigher

interestratesanddemandforrefinancing;and

– examined the Group’s portfolios and received

regular updates on investment performance.

Allocation of balance

sheet capital

The Board:

– took a prudent approach to the deployment

of balance sheet capital throughout the year;

– assessed a number of teams investing from the

Group’s balance sheet as they moved towards

raisingtheirfirstfund,whichincludedadetailed

review of current allocations in support of a range

of established and new fund strategies; and

– focused on increasingly robust and systematic

monitoring of the use of balance sheet capital

once deployed.

Oversight of business units and

operating platform enhancements

The Board:

– regularly reviewed the functionality and

needs of the Group’s business units, receiving

detailed updates from senior investment

executives and management;

–consideredtheGroup’ssignificantpotentialto

develop an offering in the private wealth market;

– recognised the value in the continued expansion

of the Group’s offshore programme in India with

The Centre of Excellence in Pune being created;

– received various reports on a dedicated project

to effectively manage the complexity of Group

and fund structures; and

– launched a number of material third-party

supplier projects, to secure the services needed

to facilitate the Group’s scaling up and scaling

out strategy.

Employees, DEI and Culture

The Board:

– determined that we should continue to invest

in talent despite the macroeconomic climate,

recognising the importance of talent retention

and developing employees at all levels;

– discussed various key recruitment decisions, with

strategic hires being made in investment teams,

Marketing and Client Relations and the Group’s

central functions;

– regularly received a report from the NED

designated as responsible for employee

engagement;

– in March, welcomed the results of a DEI review on

the effectiveness of efforts to date conducted by

a specialist DEI consultant, which is shaping our

forward-looking DEI strategy and action plans; and

– welcomed the Group being ranked #1 globally

in the sector for the second year in a row by

Honordex Inclusive PE and VC Index for external

transparency of DEI activity within the industry.

Sustainability and Corporate

Social Responsibility (CSR)

The Board:

– recognised the importance of providing

appropriate sustainability-related disclosures

and discussed how best these can be overseen;

– received regular reports on evolving investor

attitudes globally;

– maintained an enhanced charitable budget of

£2.5m for the year and continued supporting

the Group’s ongoing charitable activity, aimed

at reducing inequality in education, entry into

employment and addressing food poverty in the

UK; and

– was pleased to report that the Group has seen a

significantincreaseinvolunteeringactivityand

noted that volunteering by Executive Directors

was setting the right tone for the Group.

Cyber and data

The Board:

– regularly considered the increased use of

technology and data analytics within the

investment industry, recognising the importance

of having high quality data available;

– examined how the Group has historically sought

to integrate data analysis into value improvement

programmes within portfolio companies; and

–assessedthepotentialforuseofartificial

intelligence in the Group’s business, recognising

thepotentialofAIduetothesignificant

processing power available but also highlighting

a number of issues and concerns about relying

on AI exclusively.

1. Financial performance and market outlook 30%

2. Oversight of business units and operating

platform enhancements

25%

3. Employee development and engagement, DEI

and Culture

15%

4. Sustainability and Corporate Social

Responsibility (CSR)

10%

5. Allocation of balance sheet capital 10%

6. Cyber and data 5%

7. Other 5%

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Board of Directors

Broad and diverse experience

Number of

Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

Number in

executive

management

Percentage

of executive

management

White British or other White (including

minority white groups) 10 100% 4 3 100%

Mixed/Multiple Ethnic Groups N/A N/A N/A N/A N/A

Asian/Asian British N/A N/A N/A N/A N/A

Black/African/Caribbean/Black British N/A N/A N/A N/A N/A

Other ethnic group, including Arab N/A N/A N/A N/A N/A

Notspecified/prefernottosay N/A N/A N/A N/A N/A

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

Our approach to data collection for the purposes of collecting the data used in these tables can be

found on page 94.

Board ethnicity

Board independence (as at 1 April 2024) Board tenure (as at 1 April 2024)

Board gender

1. 0-3 years 20%

2. 3-6 years 30%

3. 6-9 years 40%

4. 10 years+ 10%

Number of

Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

Number in

executive

management

Percentage

of executive

management

Men 6 60% 4 2 66.67%

Women 4 40% 0 1 33.33%

Notspecified/prefernottosay N/A N/A N/A N/A N/A

Non Executive Director area of expertise

Name

Asset

Management Investment

UK Corporate

Governance International

Risk

Management Financial

William Rucker (Chair)

• • • •

Virginia Holmes

• • • • •

Amy Schioldager

• • • •

Andrew Sykes (SID)

• • • • •

Stephen Welton

• • • •

RosemaryLeith

• • • •

MatthewLester

• • • • •

1. Retiring from the Board on 16 July 2024

Financial year ended 31 March 2024 Board and Committee meeting attendance

Director Board Audit Risk Remuneration Nominations

William Rucker 6/6 – – 5/5 4/4

Andrew Sykes 6/6 5/5 – 5/5 4/4

Benoît Durteste 6/6 – – – –

David Bicarregui 6/6 – – – –

Antje Hensel-Roth 6/6 – – – –

Virginia Holmes 6/6 – 4/4 5/5 4/4

RosemaryLeith 6/6 4/5

4/4 5/5 –

MatthewLester 6/6 5/5 4/4 – 4/4

Rusty Nelligan

6/6 5/5 4/4 – –

Amy Schioldager

6/6 5/5 4/4 – –

Stephen Welton 6/6 – – 5/5 4/4

Secretary 6/6 5/5 4/4 5/5 4/4

1. Some non-members attended part or all of some or all Committee meetings at the invitation of the Committee Chair.

2. Owingtopriorcommitments,RosemaryLeithwasunabletoattendanadditionalAuditCommitteemeetingscheduledduringthe

year.RosemaryattendedabriefingmeetingandprovidedcommentstotheCommitteeChairpriortothemeeting.

3. Retired from the Board on 31 March 2024.

4. Retiring from the Board on 16 July 2024.

Director Independent

Chair William Rucker Yes

Executive Benoît Durteste No

David Bicarregui No

Antje Hensel-Roth No

Non Virginia Holmes Yes

Executive RosemaryLeith Yes

MatthewLester Yes

Amy Schioldager

Yes

Andrew Sykes Yes

Stephen Welton Yes

1. Retiring from the Board on 16 July 2024.

InlinewithLR9.8.6R(10),asatthereferencedateof31March2024,thecompositionoftheBoardandexecutivemanagementwasasfollows:

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Board of Directors continued

William Rucker

Chair

Joined Board: 2023

William Rucker joined the Board as Chair

on 31 January 2023, following a successful

careerasanexecutiveatLazard.

WilliamformerlyactedasChairofLazard

in the UK, an investment bank focused on

assetmanagementandfinancialadvisory

businesses.HejoinedLazardin1987from

ArthurAndersenwherehequalifiedasa

Chartered Accountant and retired from this

position in September 2023.

William has extensive experience in the

financialservicessectoraswellaswide-

ranging governance experience having

served on, and been Chair of, the boards

of anumberofsignificantlistedcompanies,

charities and other bodies.

Other directorships

Marston’sPLC(Chair)

WilliamwillbecomeChairoftheBritishLand

CompanyPLCon9July2024andwillretire

from his current role as Chair of Marston’s

PLConthesamedate.

Benoît Durteste

ChiefExecutiveOfficerand

Chief InvestmentOfficer

Joined Board: 2012 (Chief Executive

Officersince2017)

Benoît Durteste has been ICG’s Chief

ExecutiveOfficerandChiefInvestment

Officersince2017.Heisanexperienced

investor with a strong understanding of the

markets in which the Group operates. During

his time on the Board he has been a strong

leader of the Group’s strategic development,

significantlybroadeningourrangeof

investment businesses. He contributes a

thoroughunderstandingoffinancialmarkets

and the Group’s investment portfolio to

Board proceedings. Benoît joined ICG in

September 2002 with previous experience at

Swiss Re, GE Capital Private Equity and BNP

ParibasLevfin.

Other directorships

ICG entities and Chair of the BVCA

AlternativeLendingCommittee

David Bicarregui

ChiefFinancialOfficer

Joined Board: 2023

DavidBicarreguihassignificantexperience

infinanceandoperationalleadership,

transformation and business growth.

He was elected by shareholders as a

Director of the Company at the AGM

in July 2023.

Prior to joining ICG, David spent 25 years

with Goldman Sachs where he held

various senior roles. Until 2022, he was

ChiefFinancialOfficerofGoldmanSachs

International Bank and prior to that, Global-

ex North America Treasurer. During his

tenure, David led the growth of Goldman

Sachs International Bank to become the

largestofthefirm’sbanksoutsideof

North America.

David is responsible for the operating

platform and corporate development with

a particular focus on leading and managing

theGroup’sfinancialaffairsonaday-to-day

basis and managing the Group with regard

to prudent risk management measures.

Other directorships

ICG entities and Vice Chair of Governing

body of St George’s College

Antje Hensel-Roth

Chief People and

External Affairs Officer

Joined Board: 2020

Antje Hensel-Roth has a wealth of

experience in human capital management;

prior to joining ICG she was Global Co-Head

of the Investment Management Practice at

Russell Reynolds Associates, during which

time she acted as an adviser to the global

alternative investment community. Since

joining ICG in 2018, she has been a strong

contributor to the strategic direction of the

Group and has led a comprehensive drive for

excellence in leadership, talent management

and diversity and inclusion.

Antje is responsible for leading strategic

human capital with a particular focus on

businessdiversificationstrategies;shealso

leads communications and external affairs.

Other directorships

National Opera Studio

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. She has served as Chair

of the Remuneration Committee since

April 2018.

Other directorships

MurrayInternationalTrustPLCand

SynconaLimited

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ICG

Annual Report & Accounts 2024

Board of Directors continued

Matthew Lester

Non Executive Director

Joined Board: 2021

MatthewLesterhasbeenChairoftheAudit

Committee since July 2022. He is a senior

financeleaderwithextensivepubliccompany

experience, having previously served as

GroupChiefFinancialOfficerofbothRoyal

Mail plc and ICAP plc. Matthew serves as

Chair of Kier Group plc. He also previously

served as a Non-Executive Director of a

number of large UK plcs, including Man

Group plc and Barclays Bank plc. He

contributesakeenknowledgeoffinance

matters to the Board.

Other directorships

KierGroupPLC

Andrew Sykes

Non Executive Director

Joined Board: 2018

(Senior Independent Director)

AndrewSykeshasawealthoffinancial

services and non-executive experience.

He was previously Chair of Smith &

WilliamsonHoldingsLtd,andChairof

SVG Capital plc. Andrew spent 26 years

ofhisexecutivecareeratSchrodersPLC.

He is an experienced director of UK-listed

companies with a deep knowledge of the

financialservicessectorandofcorporate

governance requirements, which, together

with his background as a senior executive

in the asset management sector, has proven

to be invaluable in helping oversee the

Group’s continued growth. He served

as Interim Chair of the Company from

March 2022 to January 2023

. Effective

16 July 2024, Andrew will act as the

Non Executive Director responsible for

Employee Engagement.

Other directorships

AlderInvestmentManagementLimited,

BBGI Global Infrastructure SA, Governor of

WinchesterCollegeandmemberofNuffield

College Investment Committee

Stephen Welton CBE

Non Executive Director

Joined Board: 2017

Stephen Welton has over 25 years’

experience in the development capital

and private equity industry as well as

angel investing. He was the Founder of

the Business Growth Fund (BGF), the

UK’s largest growth capital investor, Chief

Executive from its launch in 2011 until July

2020 and Chair from that date until July

2023. He became chair of the British Business

Bank, the UK's economic development

bank in 2023,

and also serves as chair of the

BGF Foundation. He previously spent over

10 years at CCMP Capital. He started his

career in banking and has also worked as the

ChairandChiefExecutiveOfficerofvarious

growth companies. His senior executive

roles and deep investment experience mean

that he is well placed to contribute to the

Board on matters relating to strategy and

business development.

Other directorships

Non-executive Chair of the British

Business Bank

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.

Amy will retire from the Board on

16 July 2024.

Other directorships

Boardspan, Inc. and Corebridge Financial, Inc.

Rosemary Leith

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 a Non-executive Director of Proton AG,

provider of the world's most secure email.

She is a Senior Advisor to SandboxAQ a

Quantum and AI company. Rosemary was

previously SID, Remuneration Committee

Chair and a member of the Audit Committee

of YouGov Plc, and was previously a Non-

Executive Director of HSBC (UK) with

responsibility for Digital and member of

the Risk Committee. She is a Trustee of the

NationalGallery(London)andChairof

the Digital Advisory Board and a Fellow

at Harvard University’s Berkman Center

for Internet & Society. She has extensive

experience in the technology and digital

fields,includingasaco-foundingDirectorof

the World Wide Web Foundation, and advises

and invests in several technology businesses.

Rosemary became the Chair of the Risk

Committee in April 2023.

Other directorships

Proton AG, World Wide Web Foundation,

National Gallery and Bolon Management

Limited

ICG

Annual Report & Accounts 2024

Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

Corporate governance

Corporate governance framework

Executive Directors

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

General responsibility for:

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

Board of Directors

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

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

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

Audit

Committee

Composed of NEDs

Oversees external and internal

audit and the Group’s financial

reporting and disclosure

Committee liaises with:

– CFO

– Head of Finance

– Head of Investor Relations

– Head of Internal Audit

Read more on page 93

Our governance framework is predicated

on effective decision making and

appropriate accountability.

Overview Strategic

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Governance

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ICG

Annual Report & Accounts 2024

Corporate governance continued

Corporate governance framework continued

Board roles

Chair

– 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 Chair’s letter to shareholders on

page 6

Non Executive Directors

–VirginiaHolmes,RosemaryLeith,MatthewLester,

Amy Schioldager, Andrew Sykes and Stephen

Welton currently 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 70 to 71

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

Committee Secretaries

– Each Committee’s Secretary provides advice

and support within the specialist remit of that

Committee; they are responsible for ensuring

that the Committee members receive relevant

information and that appropriate matters are

discussed

– Nominations and Governance Committee:

Company Secretary

– Remuneration Committee: Company Secretary

– Audit Committee: Head of Finance

– Risk Committee: Head of Risk

Chief Executive Officer and

Chief Investment Officer (CEO/CIO)

– Benoît Durteste, who oversees the Group and is

accountable to the Board for the Group’s overall

performance

Chief Financial Officer (CFO)

– David Bicarregui, who leads and manages the

Group’sfinancialaffairs,corporatedevelopment

and the operating platform of the Group

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 Chair and, where necessary, acts as an

intermediary for shareholders or other Directors if

they feel issues raised have not been appropriately

dealt with by the Chair

ICG

Annual Report & Accounts 2024

Overview Strategic

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Governance

report

Auditor’s report

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Other

information

Corporate governance continued

Transparency and integrity through the Corporate Governance Code 2018

The Directors present their Annual Report and the

auditedfinancialstatementsforthefinancialyear

ended 31 March 2024.

Section 1:

Board leadership and

Company purpose

A Effective and entrepreneurial Board to promote

the long-term sustainable success of the

Company, generating value for shareholders

and contributing to wider society

B Purpose, values and strategy with alignment

to culture

C Resources for the Company to meet its objectives

and measure performance. Controls framework

for management and assessment of risks

D Effective engagement with shareholders and

stakeholders

E Consistency of workforce policies and practices

to support long-term sustainable success

Section 2:

Division of

responsibilities

F LeadershipofBoardbychair

G Board composition and responsibilities

H Role of Non Executive Directors

I Company Secretary

Throughout the year, the Board and its Committees carefully considered the Corporate

Governance Code 2018 and, save for the slightly delayed Board evaluation (required by

Code Provision 21) due to the timing of the change of Chair at the end of the prior

financialyear(soastoallowtheChairtotakepartintheprocess,givenhisimportanceto

the oversight of the review and his critical role in assimilating and implementing relevant

findings),continuedtocomplywiththeCode’srecommendationsfortheyearending31

March 2024. 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 (pages 66 to 116) set out how we have applied the

Principles of the Code throughout the year.

– Chair’s letter, see page 6

– Strategic Report, see pages 1 to 65

– Board engagement with key stakeholders,

see page 28

– Audit Committee report, see page 85

– Risk Committee report, see page 90

–Conflictsofinterest,seepage70

– Board composition, see page 72

– Key roles and responsibilities, see page 73

–GeneralqualificationsrequiredofallDirectors,

see page 69

– Information and training, see page 83

– Board appointments and succession planning,

see page 93

Overview Strategic

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Governance

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Other

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ICG

Annual Report & Accounts 2024

Corporate governance continued

Transparency and integrity through the Corporate Governance Code 2018 continued

“It is a priority for us to

ensure that we continue

to meet our obligations

to our stakeholders and

provide clear and open

communication in relation

to our business”.

William Rucker

Chair

Section 3:

Composition, succession

and evaluation

J Board appointments and succession plans for

Board and senior management and promotion

of diversity

K Skills, experience and knowledge of Board

and length of service of Board as a whole

LAnnualevaluationofBoardandDirectors

and demonstration of whether each Director

continues to contribute effectively

Section 4:

Audit, risk and

internal controls

M Independence and effectiveness of internal and

externalauditfunctionsandintegrityoffinancial

and narrative statements

N Fair, balanced and understandable assessment of

the Company’s position and prospects

O Risk management and internal control framework

and principal risks Company is willing to take to

achieve its long-term objectives

Section 5:

Remuneration

P Remuneration policies and practices to support

strategy and promote long-term sustainable

success with executive remuneration aligned to

Company purpose and values

Q Procedure for Executive Director and senior

management remuneration

R Authorisation of remuneration outcomes

– Board composition, see page 70

– Diversity, tenure and experience, see page 69

– Board, committee and Director performance

evaluation, see page 83

– Nominations and Governance Committee report,

see page 93

– Audit Committee report, see page 85

– Risk Committee report, see page 90

– Strategic Report, Managing Risk, see page 40

– Fair, balanced and understandable Annual Report,

see page 82

– Going concern basis of accounting,

see pages 77 and 133

– Viability statement, see page 46

– Remuneration Committee report,

see pages 95 to 116

ICG

Annual Report & Accounts 2024

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Directors’ Report

The Directors present their Annual Report and the audited financial statements for the

financial year ended 31 March 2024. The risks to which the Group is subject, and the policies

in respect of such risks, are set out on pages 42 to 45 and are incorporated into this report

by reference. The Corporate Governance section set out on pages 66 to 116 is incorporated

into this report by reference. The Strategic Report section set out on pages 1 to 65 is also

incorporated by reference.

The Governance section of this report (page 66) sets out how we have applied the Code’s

Principles and provisions throughout the year (and offers explanation where we have not

been able to comply). We note that the FRC published a revised code in 2024 that will apply

to future reports, and in each year we will report against the Code as it is in force at that point.

The Directors’ Report and Strategic Report together constitute the Management Report for

the year ended 31 March 2024 for the purpose of Disclosure and Transparency Rule 4.1.8R.

Significant shareholdings

Asat22May2024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 23,838,076 8.20%

Ameriprise/Threadneedle 13,683,890 4.71%

The Vanguard Group Inc 13,243,727 4.56%

Wellington Management

Company

11,819,407 4.07%

abrdn Investment

Management

11,468,302 3.95%

J.P. Morgan Asset

Management

11,468,302 3.64%

Aviva Investors 10,591,434 3.29%

Directors’ interests

TheinterestsofDirectorswhoheldofficeat31March

2024andtheirconnectedpersons,asdefinedbythe

Companies Act 2006, are disclosed in the report of

the Remuneration Committee on page 105.

Duringthefinancialyearended31March2024,the

Directors had no options over or other interests in

the shares of any subsidiary company.

The roles of the Chair and Chief Executive

In accordance with the Code, the Board has adopted

a formal division of responsibilities between the Chair

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

responsibilities between the running of the Board and

the executive responsibility for the running of the

Company’s business.

The Chair, William Rucker, was considered

independent at the date of his appointment

as Chair and continues to be considered as such.

The Board has delegated the following

responsibilities to the Executive Directors:

– The development and recommendation of

strategic plans for consideration by the Board

– Delivery of objectives and priorities determined

by the Board

– Implementation of the strategies and policies of

the Group as determined by the Board

– Monitoringofoperatingandfinancialresults

against plans and budgets

– Monitoring the quality of the investment process

– Developing and maintaining risk management

systems

Directors

TheprofilesoftheDirectorscurrentlyservingare

shown on pages 70 to 71; those details are

incorporated into this report by reference. All of the

Directors served throughout the year, except that

David Bicarregui was elected by shareholders as a

Director at the AGM on 20 July 2023 (following the

retirement of Vijay Bharadia who served as a Director

until that date) and Rusty Nelligan served as a

Director until his retirement on 31 March 2024.

The composition of each of the Committees of the

Board and the Chair of each Committee are detailed

in the report of each Committee, found on

pages 85 to 116.

Documents for public inspection

The terms of reference of each of the Board

Committees, together with the Directors’ service

agreements, the terms and conditions of appointment

of NEDs and Directors’ deeds of indemnity, are

available for inspection at the Company’s registered

officeduringnormalbusinesshours.

Committee proceedings

Each Committee has access to such external advice

as it may consider appropriate. The terms of

reference of each Committee are considered

regularly by the respective Committee and referred

to the Board for approval.

Overview Strategic

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ICG

Annual Report & Accounts 2024

Directors’ Report continued

Delegation to Executive Directors

The Company has three Executive Directors,

each of whomhasaspecificareaofresponsibility.

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.

DavidBicarreguiisChiefFinancialOfficerandis

responsibleforfinance,treasury,tax,investor

relations, legal, operations and IT, compliance

and risk.

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 Chair

Time is allocated at the end of each Board meeting

for the NEDs to hold meetings in the absence of

Executive Directors. As appropriate, the NEDs will

also hold sessions in the absence of the Chair.

In accordance with the Code, any shareholder

concerns not resolved through the usual mechanisms

for investor communication can be conveyed to the

Senior Independent Director (SID). The SID acts

as a sounding board for the Chair and also leads

the annual appraisal of the Chair.

Directors’ indemnity

Qualifying third-party indemnity provisions (as

definedbySection234oftheCompaniesAct2006)

wereinforceduringthecourseofthefinancialyear

ended31March2024forthebenefitofthethen

Directors of the Company and the then Directors

of certain of the Company’s subsidiaries and, at the

dateofthisreport,areinforceforthebenefitofthe

Directors of the Company and the directors of certain

of the Company’s subsidiaries in relation to certain

losses and liabilities which they may incur in

connectionwiththeirduties,powersoroffice.

The GroupalsomaintainsDirectors’andOfficers’

insurance which gives appropriate cover for legal

action brought against its Directors.

Conflicts of interest

Directorshaveastatutorydutytoavoidconflictsof

interest with the Group. The Company’s Articles of

AssociationallowtheDirectorstoauthoriseconflicts

of interest and the Board has adopted a policy and

effective procedures for managing and, where

appropriate,approvingpotentialconflictsofinterest.

Nomaterialconflictsofinterestexist.

Internal control

The Board has overall responsibility for the Group’s

internal control system and monitoring of risk

management, the effectiveness of which is reviewed

at least annually. Internal controls include giving

reasonable, but not absolute, assurance that assets

are safeguarded, transactions are authorised and

recorded properly, and that material errors and

irregularities are prevented or detected within

a timely period.

Through the regular meetings of the Board and the

schedule of matters reserved to the Board or its duly

authorised Committees, the Board aims to maintain

full and effective control over appropriate strategic,

financial,operationalandcomplianceissues.

For further details of the Group’s Committees,

please see pages 85 to 116 and for further details

of the Board, page 69.

The Board has put in place an organisational structure

withclearlydefinedlinesofresponsibilityand

delegation of authority.

The Board annually considers and approves a

strategic plan and budget. In addition, there are

established procedures and processes in place for

the making and monitoring of investments and the

planning and controlling of expenditure.

The Board also receives regular reports from the

Executive Directors and other members of senior

managementontheGroup’soperationalandfinancial

performance, measured against the annual budget, as

well as regulatory and compliance matters. For further

details of the Group’s Executive Directors, please see

page 70.

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 42

and the report of the Risk Committee on page 90.

Going concern statement

The Group’s business activities, together with

the factors likely to affect its future development,

performance and position, are set out in the Strategic

Reportonpages1to65.Thefinancialpositionof

the Group,itscashflows,liquidityposition,and

borrowing facilities are described in the Finance

Review on page 16. In addition, the Directors have

taken account of the Group’s risk management

process described on page 40. The Directors have

made an assessment of going concern, taking into

account both the Group’s current performance and

the Group’s outlook, using the information available

uptothedateofissueofthesefinancialstatements.

The Directors have acknowledged their

responsibilitiesinrelationtothefinancialstatements

for the year to 31 March 2024 and considered it

appropriatetopreparethefinancialstatementson

a going concern basis as detailed in Note 1 Basis of

Preparation (page 132).

Accordingly, the Directors have a reasonable

expectation the Group has resources to continue

as a going concern to 30 November 2025, an

18 month period from the date of approval of

thefinancial statements.

ICG

Annual Report & Accounts 2024

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Directors’ Report continued

Going concern statement continued

InpreparingtheGroupfinancialstatements,the

Directors are required to:

– assess the Group’s ability to continue as a going

concern, disclosing, as applicable, matters

related to going concern

– use the going concern basis of accounting unless

they either intend to liquidate the Group or to

cease operations, or have no realistic alternative

but to do so.

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 $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note24ofthefinancialstatements,

and the SAYE Plan 2004, become exercisable for

a limited period following a change of control.

Awards and options under the Omnibus Plan and

the BSC Plan vest immediately on a change of

control.

4. Carried interest arrangements in respect of a

number of funds vest fully in favour of the

Company and certain of the Group’s employees

following a change of control event.

There are no agreements between the Group and its

Directors or employees providing for compensation

forlossofofficeoremploymentthatoccursbecause

of a takeover bid apart from those described above

and the usual payment in lieu of notice.

Information included in the Strategic

Report

In accordance with section 414 C (11) of the

Companies Act 2006, the following information

otherwise required to be set out in the Directors’

Report has been included in the Strategic Report:

risk management objectives and policies (page 40);

hedging policies and exposures (page 43);

engagement with employees (page 30); and

engagement with suppliers and other stakeholders

(pages 30).

Dividend

TheDirectorsrecommendafinalnetordinary

dividend payment in respect of the ordinary shares

of the Company at a rate of 53.2 pence per share

(2023: 52.2 pence per share), which when added

to the interim net dividend of 25.8 pence per share

(2023: 25.3 pence per share) gives a total net

dividend for the year of 79.0 pence per share

(2023: 77.5 pence per share). The recommendation

is subject to the approval of shareholders at the

Company’s AGM in July 2024.

The amount of ordinary dividend paid in the year was

£223.4m (2023: £236.4m).

Distributable reserves

The distributable reserves of the Parent Company

at 31 March 2024 were £514.1m (£448.5m at

31 March 2023).

Political contributions

No contributions were made during the current and

prior year for political purposes by the Company or

any of its subsidiaries.

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 63 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 16.

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 2024 was £6.2m.

Other than this, there are no disclosures required to

bemadeunderUKListingRule9.8.4.

Overview Strategic

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ICG

Annual Report & Accounts 2024

Directors’ Report continued

Compliance with climate-related disclosure requirements

TheGrouphascompliedwiththerequirementsofLR9.8.6Randsections414CAand414CBoftheCompanies

Act2006byincludingclimate-relatedfinancialdisclosuresconsistentwiththeTCFDrecommendationsand

recommended disclosures.

Disclosures can be found on the following pages:

Pillar Disclosure Page

Governance a. Describe the Board’s oversight of climate-related risks and

opportunities

b. Describe management’s role in assessing and managing climate-

related risks and opportunities

Strategy a. Describe the climate-related risks and opportunities the 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 47 to 64

Non-UK branches

A subsidiary of the Company, Intermediate Capital

ManagersLimited,operatesabranchinFrance.

Another subsidiary of the Company, ICG Europe Sàrl,

operates a branch in Italy.

Auditor

EYweretheauditorforthefinancialyearended

31 March 2024. A resolution for the appointment

of EY as the auditor was passed at the AGM held on

20 July 2023. Details of auditor’s remuneration for

audit and non-audit work are disclosed in note 11

to the accounts.

Further details are set out in the Audit Committee

report on page 85

Complex supplier arrangements

TheGroupdoesnotusesupplierfinancing

arrangements.

Disclosure of information to the auditor

Each of the persons who is a Director at the date of

approvalofthisreportconfirmsthat:

– So far as the Director is aware, there is no relevant

audit information of which the Company’s auditor

is unaware

– The Director has taken all reasonable steps that

they ought to have taken as a Director in order to

make themselves aware of any relevant audit

information and to establish that the Company’s

auditor is aware of that information

Thisconfirmationisgivenandshouldbeinterpreted

in accordance with the provisions of section 418 of

the Companies Act 2006.

Post balance sheet events

Material events since the balance sheet date are

described in note 33 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

ICG

Annual Report & Accounts 2024

Overview Strategic

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Directors’ Report continued

Diversity policy

We expect our people to treat each other with dignity and respect, creating a diverse, equitable and inclusive

culture. We do not tolerate discrimination, bullying, harassment and victimisation on any ground, including age,

race, ethnic or national origin, colour, mental or physical health conditions, disability, pregnancy, gender, gender

expression, gender identity, sexual orientation, marital status or other domestic circumstances, employment

status,workinghoursorotherflexibleworkingarrangements,orreligionorbelief.ICGtakesanyallegations

of this nature extremely seriously and undertakes to thoroughly and fully investigate any complaints received.

The Group has adopted a DEI policy, as can be found on the Group’s website, www.icgam.com.

Board and Executive Management Diversity disclosure 2023

Inourannualreportcoveringthefinancialyearto31March2023,wedisclosedthegenderandethnicityofall

membersofourBoardandExecutiveManagement,butdidnotdosointhetabularformatspecifiedintheUK

ListingRules.Forclarity,thedisclosureofthosedetailsasat31March2023issetoutbelowintherequired

tabular format. The details for 2024 are included in the tabular format on page 69.

Gender representation

Number of

Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

Number in

executive

management

Percentage

of executive

management

Men 7 58.33% 4 2 66.67%

Women 5 41.67% 0 1 33.33%

Notspecified/prefernottosay N/A N/A N/A N/A N/A

Ethnicity representation

Number of

Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

Number in

executive

management

Percentage

of executive

management

White British or other White (including

minority white groups) 11 91.67% 3 2 66.67%

Mixed/Multiple Ethnic Groups N/A N/A N/A N/A N/A

Asian/Asian British 1 8.33% 1 1 33.33%

Black/African/Caribbean/Black British N/A N/A N/A N/A N/A

Other ethnic group, including Arab N/A N/A N/A N/A N/A

Notspecified/prefernottosay N/A N/A N/A N/A N/A

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

Employment of people with disabilities

We believe in providing equal opportunities for our

employees. The employment and retention of people

with a disability is included in this commitment, and

we will provide reasonable adjustments to enable this.

Arrangements are made as necessary to ensure

support to and full and fair consideration of job

applicants who happen to be disabled (and

employees who become disabled during their

employment) and who respond to requests to

inform the Group of any requirements.

Financial support is also provided by the Group to

support disabled employees who are unable to work,

as appropriate to local market conditions.

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 among Board members is of great value

when considering overall board balance in making

new appointments to the boards and its key

Committees. 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 40% of the Board are women.

ICG was pleased to achieve its UK Women in

Finance Charter commitment two years early in

FY22. In FY24, the Group continues to exceed its

commitment and currently 36% of senior employees

withfirm-wide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.

Investing in our workforce

Please see page 35 for details of our approach

to investing in and rewarding our workforce.

Acquisition of shares by EBT

AcquisitionsofsharesbytheICGEmployeeBenefit

Trust 2015 purchased during the year are as

describedinnote23tothefinancialstatements.

Share capital and rights attaching to the

Company’s shares

As at 31 March 2024 the issued share capital of the

Company was 294,365,326 ordinary shares of 26¼p

each (including 3,733,333 shares held by the Company

as treasury shares).

Certain key matters regarding the Company’s share

capital are noted below:

– Under the Company’s Articles of Association,

any share in the Company may be issued with

such rights or restrictions, whether in regard to

dividend, voting, transfer, return of capital or

otherwise as the Company may from time to time

by ordinary resolution determine or, in the

absence of any such determination, as the Board

may determine. All shares currently in issue are

ordinary shares of 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

Overview Strategic

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Annual Report & Accounts 2024

Directors’ Report continued

Share capital and rights attaching

to the Company’s shares continued

– 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 2023 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 £25,427,489 and, in the case of a

fully pre-emptive rights issue only, up to a total

amount of £50,845,978.

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 22 May 2024 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 22 May 2024.

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 2023

AGM the Company was granted authority to purchase

its own shares up to an aggregate value of

approximately 10% of the issued ordinary share

capital of the Company as at 22 May 2023.

Issued share capital

During the year no shares were bought back. The

authority to effect purchases of the Company’s shares

is renewed annually and approval will be sought at the

forthcoming AGM for its renewal.

Powers and appointment of Directors

Subject to its Articles of Association and relevant

statutory law and to such direction as may be given

by the Company by special resolution, the business

of the Company is managed by the Board, who may

exercise all powers of the Company whether relating

to the management of the business or not.

The Company’s Articles of Association give power

to the Board to appoint Directors. The Articles also

require any Directors appointed by the Board to

submitthemselvesforelectionatthefirstAGM

following their appointment and for one-third of the

Company’s Directors to retire by rotation at each

AGM. Directors may resign or be removed by an

ordinary resolution of shareholders.

Notwithstanding the above, the Company has elected,

in accordance with the UK Corporate Governance

Code, to have all Directors reappointed on an annual

basis (other than any who have decided to retire at

the relevant AGM).

Except for Amy Schioldager who is retiring, all

Directors are standing for re-election at the upcoming

AGMon16July2024.TheChairissatisfiedthat,

following the conclusion of the external 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 Chair, the

NEDsaresatisfiedthatheiseffectiveand

demonstrates commitment to his role.

The issued share capital of the Company at the date

of the 2023 Annual General Meeting was 290,612,940

ordinary shares of 26¼p each (excluding 3,733,333

treasury shares held by the Company).

2024 Annual General Meeting

The AGM of the Company is scheduled to take place

attheProcessionHouseOfficeoftheCompanyon

16 July 2024 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 2024

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

27 May 2024

ICG

Annual Report & Accounts 2024

Overview Strategic

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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

Group’s website.

TheDirectorsconfirm,tothebestoftheirknowledge:

– Thattheconsolidatedfinancialstatements,

prepared in accordance with UK-adopted IAS,

give a true and fair view of the assets, liabilities,

financialpositionandprofitorlossofthe

Company and the undertakings included in the

consolidation taken as a whole

– That the Annual Report and Accounts, including

the Strategic Report and the Directors’ Report,

which together constitute the management report,

include a fair review of the development and

performance of the business and the position of

the Company and the undertakings included in the

consolidation taken as a whole, together with a

description of the principal risks and uncertainties

that they face

– That they consider that this Annual Report and

Accounts, taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Company’s and the Group’s performance,

business model and strategy.

Benoît Durteste

ChiefExecutiveOfficerandChiefInvestmentOfficer

David Bicarregui

ChiefFinancialOfficer

27 May 2024

Overview Strategic

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ICG

Annual Report & Accounts 2024

Director induction and development

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, Market Abuse Regulation matters,

sustainability considerations and external market

perceptions of the Company. In addition, the Group

monitors other external training undertaken by the

NEDs, often from leading global advisory companies.

The Executive Directors attend Board training and

have also undertaken courses on compliance and

operational matters such as anti-money laundering,

anti-bribery and corruption and information security.

Each also receives formal and ad hoc updates

on statutory and regulatory developments, and

leads presentations and other training sessions

for other employees.

Board development and evaluation

William Rucker

Chair

“Our external evaluation concluded that the

Board is seen as collegiate, respectful, inclusive and

informal. It focuses on what matters and is constructive.”

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 2023, and during the year the

Board has continued to progress the areas of

refinementidentified.

From January to March 2024, an external review was

conducted by Raymond Dinkin of Consilium Board

Review, an independent consultancy (neither

Mr Dinklin or Consilium have any other connections

with the Company or any individual director). Once

completed, the results of the review were presented

to the Board and relevant actions and development

points were agreed. The lead evaluator received

briefingsfromtheChairmanandCompanySecretary

before reviewing all Board and Committee materials

from the prior year. A detailed bespoke questionnaire

was issued to each Director as well as a number of

other senior executives who regularly present to,

engage with or observe meetings of the Board or

one or more Committee. Each participant then met

privately with the evaluator to discuss the points

raised in the questionnaire. The evaluator also

attended a meeting of the Board and the Audit

Committee. A formal written report was provided

to the Board and the evaluator presented on his

findingsattheMaymeeting.

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Annual Report & Accounts 2024

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Director induction and development continued

Board evaluation continued

The evaluation concluded that:

a. The Board, and each of its Committees, remain

effective, and are generally improved since the last

review in 2020.

b. The governance of the Group is in line with

all applicable codes and regulations, and

its execution is strong, while the control

environment has improved.

c. The Group’s business model has continued to

evolve and the growth of the business continues

to be rapid in terms of both scale and complexity;

the Board is evolving its operations to match this.

d. The Board is managing the Group’s culture

and operational platform to navigate a balance

between retaining entrepreneurialism and

scaling its business.

e. The Board is seen as collegiate, respectful,

inclusive, and informal. It focuses on what

matters and is constructive while providing

challenge to management.

f. The Board and management have a good and

openrelationshipandbenefitfromregular

communication, but at times have a different

perspective on matters.

g. The priority for the Board in the next three years

should be to provide the building blocks for

sustaining long-term growth.

Board development and evaluation continued

In addition, the evaluation recommended a number

of points for the Board to focus on to improve its

own performance or that of its Committees. These

included the implementation of new programmes

to deepen the Board’s engagement with employees

and understanding of the Group’s culture, a

suggestion that the Board receive greater insight

and involvement in respect of ESG related matters

andspecifictopicsforBoarddebateandreview.In

addition, the Chair will meet with the Chair of each

CommitteetorefinethefocusoftheCommitteefor

the year ahead.

Board oversight of culture

The Board seeks to promote a strong and cohesive

culture for our Group where high performance, open

communication and integrity are key values. The tone

from the top aims to reinforce our shared value and

goals, and we monitor these in a number of ways,

both formally and informally. Engagement with our

employees gives key insights into the Group’s culture;

one method of achieving this is through the focus

group work done by Amy Schioldager as the

Designated NED for employee engagement. Amy

(along with other NEDs as rotating guests) meets

regularly with cross sections of employees to obtain

their view on a range of matters, and reports back on

this work to all Directors. We also regularly study the

results of employee engagement “Pulse” surveys

to obtain further insight into the culture. A number

of other monitoring tools, including investment

dashboards, risk management metrics and structured

business unit reporting, provide further insight for

the Board. This is supplemented by meetings and

discussions between various NEDs and key team

leaders within the business to obtain an ongoing

picture of our institutional culture. This year’s

external Board evaluation also considered culture

and confirmedthattheBoardismanagingthe

Group’s culture to navigate a balance between

entrepreneurialism and scaling the business; this

will continue to be a focus as we continue our

growth journey.

Dear shareholders

I am pleased to present the Committee’s report for

the year ended 31 March 2024. Separate sections on

Committee governance, Review of the year, External

audit, Internal controls and Internal audit follow.

As I reported to you last year, my focus 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,theremediationofanyissues

and the disclosure requirements of the Corporate

Governance Code. During the current year we have

also considered the impact of the increased volume

and complexity of sustainability reporting, working

closely with the Risk Committee to ensure clarity

over responsibilities in this area.

The Group’s activities, combined with its ongoing

growth, have resulted in a complex operating

environment with a number of manual processes.

We were delighted to welcome David Bicarregui as

CFO during the year, and the Committee has worked

closely with him as they monitored management’s

progress in implementing new systems and

processes. This has included executing the plans

to transition to a new Enterprise Resource Planning

system during the year ending 31 March 2025. The

Committeeissatisfiedwiththeoutcomesachieved.

Continued progress to an integrated, consistent

framework will deliver an enhanced control

environment and I will continue to report on

progress in future years.

In the coming year, our work will include considering

any changes required to address the new requirements

of the Corporate Governance Code and review of key

APM metrics including AUM.

ENSURING

INTEGRITY

AS WE GROW

RESPONSIBLY

We have already worked closely with management

and coordinated with the Risk Committee to update

ourprocessesforconfirmingtheeffectivenessof

internal controls. This Committee continues to take

responsibility for ensuring ICG has an appropriate

and effective system of internal controls over

financial reporting.

This Committee plays a key role in ensuring that the

Group’s reporting is fair, balanced and understandable,

and complies with the requirements of UK-adopted

IAS. We carefully consider the content of the Annual

ReportandAccounts,andotherfinancialreports,

to ensurethatwearesatisfiedthatallrequirements

are met.

The Audit Committee has continued to coordinate

with the Risk Committee and the Remuneration

Committee with the aim of effectively covering

pertinent topics in the most suitable forum.

The Committee plays a vital role in assisting the Board

in its oversight responsibilities for the integrity of

financialreporting,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

27 May 2024

Overview Strategic

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ICG

Annual Report & Accounts 2024

Audit Committee Report

Matthew Lester

Chair of the Audit Committee

“This Committee plays a key role in ensuring the Group’s

reporting is fair, balanced and understandable.”

Committee roles and responsibilities

TheCommitteemembershaveawiderangeofbusinessandfinancialexperience,includingaccountingandauditing,risk

management, asset management and investment, regulation and compliance, M&A, tax and international business practices.

TheseskillsensuretheCommitteehastherelevantsectorcompetencetoenableittofulfilitstermsofreferenceinarobustand

independentmanner.Inparticular,MatthewLesterhasconsiderableexperienceasaCFO,ChairandAuditandRiskCommittee

Chair.TheBoardconsidersthathehasrecentandrelevantfinancialexperience.

Internal controls and internal audit

Financial operations: leadership, effectiveness

Frameworkofinternalcontrolsoverfinancialreporting

Scope, planning, activities and resources of Internal Audit

Committee members

RosemaryLeith

MatthewLester(Chair)

Rusty Nelligan

Amy Schioldager

Andrew Sykes

1. Retired from the Board on 31 March 2024.

2. Will retire from the Board on 16 July 2024.

Committee governance

The Committee’s terms of reference are approved and reviewed by

the Board on a regular basis, most recently in May 2024. The terms of

reference are available on the Group’s website, www.icgam.com, or

by contacting the Company Secretary.

The operations of the Committee were reviewed as part of the

external Board evaluation in March 2024; the Committee was found to

be operating effectively. For more details of this exercise, please see

page 83.

TheCommitteeheldfivemeetingsduringtheyear.TheCommittee

members attending each of the meetings can be found on page 69.

Key Management Judgement:

Alternative Performance Measures

Objective and significance

Alternative performance measures can add insight to the UK-adopted

IAS reporting and help to give shareholders a fuller understanding of

the performance of the business.

Progress

We discussed the use of alternative performance measures with the

Executive Directors and reviewed their continued appropriateness

and consistency with prior years.

Conclusion

Weweresatisfiedthatalternativeperformancemeasures,whichare

widely used in the asset management industry, can provide insight

into performance from the perspective of our shareholders and other

stakeholders.

A review of the alternative performance measures was undertaken

andweweresatisfiedthattheydidnotdetractfromUK-adoptedIAS

measuresandwere:sufficientlydefined;consistentlyapplied;and,

where relevant, reconciled to UK-adopted IAS measures.

See KPIs on page 14 and the Finance review on page 16

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

1. Financial and management

reporting, including key

management judgements

40%

2. Annual Report, including

fair, balanced and

understandable assessment

12.5%

3. External Audit 12.5%

4. Internal Audit 25%

5. Other 10%

How the Committee spent its time

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Audit Committee Report continued

Key Accounting Judgements

and Estimates: Consolidation of

investment structures

Objective and significance

The Group holds investments in a number of structured entities

which it manages. Judgement is required in assessing whether

these entities, and their investments, are controlled by the

Group and therefore need to be consolidated into the Group’s

financialstatements.

Progress

We challenged the information analysed by management to assess

which funds, carried interest partnerships, and portfolio companies

are controlled by the Group or over which the Group exercises

significantinfluence.

Conclusion

We concluded that the Group controlled 21 seed investment-related

entities, 19 funds and three carried interest partnerships. The Group

exercisedsignificantinfluenceover35otherentitiesduringthe

financialyear.Accordingly,thecontrolledentitieshavebeen

consolidatedintotheGroup’sfinancialstatements.

Based on our inquiries of the Executive Directors and external

auditors, we concluded our policies are being properly applied in

areassuchasassessingcontrolandsignificantinfluence.

We concluded that the areas of judgement (see page 178) are

properly explained.

See note 27 to the financial statements

Key Accounting Judgements and

Estimates: Investment valuation

Objective and significance

Investments are mainly unquoted and illiquid, therefore considerable

professional judgement is required in determining their valuation.

Progress

The Committee reviewed the conclusions of the Group Valuation

Committee, carefully considering the impact of the current economic

environment on the judgement required.

The Committee inquired into the progress of ongoing asset

realisations after the year end as an indicator of the reliability of the

valuation process.

Conclusion

Inourreviewofthefinancialstatementsweweresatisfiedthat

sufficientdisclosureshadbeenprovidedontheestimatesand

judgements made in determining the value of the portfolio.

See notes 5 and 9 to the financial statements and the Auditor’s

Report on pages 119 to 120

Key Accounting Judgements and

Estimates: Revenue recognition

Objective and significance

Revenue recognition involves certain estimates and judgements,

particularly in respect of the timing of recognising performance fees,

which are subject to performance conditions.

Progress

We reviewed the revenue recognition of performance fees and

investmentincometoconfirmthatthetreatmentswereconsistent

with the Group’s accounting policies.

Conclusion

The Committee concluded that revenue has been properly

recognisedinthefinancialstatements.

See note 3 to the financial statements and the Auditor’s Report

on page 121

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Annual Report & Accounts 2024

Audit Committee Report continued

Inadditiontothesignificantmattersdetailedonpages86and87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 77

and 133, the viability statement (see page 46), the Auditor’s Report

(see page 117), the Auditor’s management letter and the fair, balanced

and understandable assessment of the Annual Report. No issues of

significancearose.

External audit

The Group complies with the UK Corporate Governance Code, the FRC

Guidance on Audit Committees and the EU Regulation on Audit Reform.

In addition, we comply with all aspects of the Competition and Markets

Authority Statutory Audit Services Order.

Appointment and rotation

The Group’s policy is to submit the external audit to tender every

10 years, as a fair balance between the costs and disruption of a tender

andthebenefitsofapotentialfreshpairofeyesandchallenge,andfor

theexternalauditfirmtoberotatedatleastevery20years.EYwerefirst

appointedpursuanttoatenderprocessforthefinancialyearended

31 March2021.Thenexttendermustbecompletedforthefinancialyear

ended 31 March 2031.

Execution, quality and effectiveness

The Committee discusses and agrees the scope of the audit prior

to its commencement.

The Committee reviews with EY the risks of material misstatement of the

financialstatementsandconfirmsasharedunderstandingoftheserisks.

While planning the audit, EY sets out the key tests that they perform on

the higher-risk areas, and the Committee provides input on areas that it

wants to receive particular attention.

The Committee Chair meets the lead audit partner to review Group

developments and audit progress. The Committee also discusses with

EY,priortorecommendationofthefinancialstatementstotheBoard,the

auditfindings,includingauditdifferences,andobservationsoninternal

controls, operations and resources. This includes discussions in private

sessions without the Executive Directors present.

In assessing the quality and effectiveness of the external audit, the

Committee considers the audit team’s demonstrated competence,

experience, diligence, objectivity, professional scepticism, current

knowledge and its relationship with the Executive Directors and senior

management. In particular, the Committee assesses the depth of review

and level of challenge provided by the external auditors over the

significantjudgementsandestimatesmadebymanagement.

The Committee observed healthy debate initiated by EY, and received

high-quality reports with detailed information on the scope and results of

their work, including challenge to management judgements, estimates

and assumptions. The Committee gained valuable insight from EY on the

natureofoperationsunderlyingtheGroup’sproductionoffinancial

information, and received a current assessment of internal controls over

financialreporting,totheextentobservedasaby-productoftheiraudit

oftheconsolidatedfinancialstatements.

The overall assessment of audit quality includes an annual evaluation

of the independence and objectivity of the external auditor and the

effectiveness of the audit process, taking into consideration relevant

professional and regulatory requirements. This assessment is based in

part on results of observation, inquiry and challenge, throughout the

year, as wellasperiodicreflectionandinputcollectedseparatelyfrom

Committee members, Executive Directors and other relevant senior

management. The annual evaluation of EY was undertaken by the

Committee in September 2023.

In addition to the annual evaluation and regular review of reports and the

working practices of the EY audit team, the Committee undertakes an

ongoing assessment of external audit quality and effectiveness including,

but not limited to, the following:

– The content of EY’s annual Transparency Report which sets out their

commitment to audit quality and governance

– Insights arising from the Audit Quality Review team (AQRt) of the

Financial Reporting Council’s annual audit of a sample of EY’s audits.

Following discussion with EY, insofar as any issues might be applicable,

the Committee determines that EY has proper and adequate

procedures in place for the audit

– The formal terms of engagement with the auditor, and the audit fee.

The Committee determined that the Group audit fee of £2.1m (2023:

£2.2m)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.

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Audit Committee Report continued

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 £0.3m (2023: £0.3m) to EY for the

provision of corporate non-audit services. Of these fees, £0.2m (2023:

£0.3m) 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

0.16:1 (2023: 0.15:1). A detailed analysis of fees paid by the Group to EY

is shown in note 11 on page 153.

DuringtheyeartheCommitteewereadvisedthatEYhadidentifieda

non-audit service related to the year ended 31 March 2022, approved by

the Audit Committee, was prohibited under the FRC’s Ethical Standard.

TheCommitteewassatisfiedthattheprovisionofthisservicedidnot

impair the Auditor’s independence (see page 117).

TheCommitteeissatisfiedthattheservicesprovideddonotimpair

the independence of the external auditors.

Internal controls

Risk management and internal control matters are the responsibility

of the Group’s Risk Committee. Its report is set out on page 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. Further detail

is provided in the Risk Committee report on page 90.

Effectiveness of controls

TheCommitteereviewstheeffectivenessofthefinancialcontrol

environment,includingcontrolsoverourfinancialreportingandthe

preparationoffinancialinformationincludedintheAnnualReport,taking

into consideration the reports from internal audit, any areas where there

has been a reported breach of an internal control and input from external

sources, in particular the auditors.

The Committee works closely with the Risk Committee to review the

system of internal controls through its review of the system of internal

controlsoverfinancialreporting(seepage90).

TheCommitteereviewstheoperationofthefinancefunctiontoensureit

issufficientlyresourcedandhastheappropriateprocessesandcontrols

overfinancialreportingtofulfilitsduties.

Internal audit

The Group has an internal audit function led by an experienced Head of

Internal Audit, reporting to the Chair of the Audit Committee. The Head

of Internal Audit has access to external service providers with specialised

skills, to augment internal resources as needed.

Approach

In conformity with the Financial Services Code (Guidance on effective

internalauditinthefinancialservicessector),arisk-basedplanning

process is performed annually. This includes consideration of business

objectivesandafocusonthoserisksidentifiedasbeingmostlikely

to impact delivery of the Group’s strategy.

The resulting plan is reviewed and approved by the Committee, with

regular updates provided. This is kept under constant review, with

any significantchangesrecommendedtotheCommitteeforapproval.

TheGrouphasanumberofregulatedentitiesthathavespecific

requirements for internal audit activities. These requirements are

taken into account in the planning process and, as appropriate, relevant

reportsonauditscopeandfindingsaresharedwiththeBoardsofthe

regulated subsidiaries.

Execution

The Committee considered and approved the updated internal audit

strategyandplanforfinancialyears2024and2025.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, 22 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.

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Audit Committee Report continued

SAFEGUARDING

VALUE

SUSTAINABLE

GROWTH

Dear shareholders

I am pleased to present the Committee’s report

for the year ended 31 March 2024.

The Committee’s purpose is to support the

Group’s Board in providing oversight and challenge

of the Group’s risk management processes and the

internal control framework to ensure that we meet

the expectations of our shareholders, regulators,

and clients.

The Committee monitors the Group’s risks on an

on-going basis to ensure they are managed within

the risk appetite set by the Board.

Using the information and assessments obtained from

regular top-down and bottom-up reviews, alongside

the evaluation of the Group’s principal risk exposures,

the Committee creates an effective framework for

overseeing risks across the Group. The Committee

works closely with senior management to oversee the

ongoingimprovementandrefinementoftheGroup’s

internal controls in order that they remain effective

for future growth. This has included the transition

to a new Governance, Risk and Compliance System

for FY25.

As a Committee we have closely monitored changes in

the increasingly volatile macroeconomic environment

and worked closely with management to monitor the

potential impact on our investment strategies, clients,

and portfolio companies, as well as the broader

markets. The Group has proven expertise in

navigating complex and uncertain market conditions,

with our business model providing a high degree of

stability through economic cycles.

The Committee has and continues to review the

potential impacts of geopolitical events on the risk

profileoftheGroup.TheGrouphasnotidentifiedany

materialfinancialoroperationalexposurestocurrent

geopolitical events, however the Committee

continues to monitor the complex and evolving

global geopolitical landscape closely.

The Risk Committee has continued its coordination

with the Audit Committee and the Remuneration

Committee, aiming to effectively cover pertinent

topics in the most suitable forum.

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, climate change and other

sustainability-related matters, with a particular focus

on consideration of emerging risks. The Group will

continue to develop its cyber risk framework to

ensure that the Group maintains robust procedures

and controls that effectively mitigate cyber-related

risks,thiswillincludefocusingonemergingArtificial

Intelligence threats. There will also continue to be a

focus on the continued evolution of the wider risk

and control environment.

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

27 May 2024

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Rosemary Leith

Chair of the Risk Committee

“Our commitment to robust risk management,

embedded within a strong control culture,

fuels our long-term growth and value creation.”

Committee roles and responsibilities

The role of the Committee is to support the Board in identifying and managing risk, complying with regulations, and promoting good conduct.

Principal and emerging risks

Identificationandmanagementofprincipalrisks

Risk appetite and tolerances

Identificationandmonitoringofemergingrisks

Governance

Committee governance

Oversight of risk and compliance policies

Best practice and governance code developments

Risk management framework

Effectiveness of risk management systems

The operational resilience of the Group and assessment

of the Group’s control environment

Risk function resourcing

Regulatory risks

Impact and implementation of regulatory change

Internal capital and risk assessment (ICARA)

Compliance function resourcing

Committee members

RosemaryLeith(Chair)

Rusty Nelligan

Virginia Holmes

Amy Schioldager

MatthewLester

1. Retired from the Board on 31 March 2024.

2. Will retire from the Board on 16 July 2024.

How the Committee spent its time Committee governance

The Committee’s terms of reference are approved and reviewed by

the Board on a regular basis, most recently in May 2024. The terms of

reference are available on the Group’s website, www.icgam.com, or

by contacting the Company Secretary.

The operations of the Committee were reviewed as part of the

external Board evaluation in March 2024; the Committee was found

to be operating effectively. For more details of this exercise, please

see page 83.

The Committee held four meetings during the year. The Committee

members attending each of the meetings can be found on page 69.

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.

Monitoring the effectiveness of controls

The Risk Committee is provided with several risk reports, which it uses to

review the Group’s risk management framework on an ongoing basis and

works closely with the Audit Committee to review the system of internal

controls. The reports enable the Committees to develop a cumulative

assessment and understanding of the effectiveness with which internal

controls are being managed and risks are being mitigated by

management across the Group.

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

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

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

the risk of fraud. Additional reporting on the effectiveness of material

controls is provided to the Risk Committee and the Audit Committee on

an annual basis to support the review of the effectiveness the Group’s

risk management and internal control systems.

TheCommitteeconfirmsthatithasundertakenarobustassessment

of the emerging and principal risks. The Committee reviewed the

effectiveness of the Group’s risk management and internal control

systemandconfirmthatnosignificantfailingsorweaknesseshave

been identified.

1. Principalandemergingrisksidentificationandmanagement,

including monitoring of risk appetite metrics

40%

2. Internal Capital Adequacy and Risk Assessment 25%

3. Assessment of the Group’s control environment 15%

4. Oversight of risk and compliance function initiatives 10%

5. Other 10%

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Summary of meetings in the year

The Committee held four meetings during the year. In the ordinary course

of business, the Committee receives a report from the Head of Risk

providing an assessment of each principal risk versus appetite, key risk

events, key emerging risks, actions taken or being taken to manage the

risks, and ongoing activity to enhance and develop the Group’s RMF; and

from the Global Head of Compliance and Risk on global compliance and

implementation of relevant regulatory developments.

Over the course of the year the Committee considered and discussed the

followingsignificantmatters:

– The Group’s 2023 ICARA, on which the Committee carried out a

detailedreviewandwassatisfiedthattheoperationalriskandfinancial

stress scenarios were appropriately calibrated and also stressed the

particular vulnerabilities of the Group. The Committee’s assessment

was informed by a review of the ICARA by external consultants, which

encompassed evolving regulatory expectations and industry practice.

– The annual Information Technology and Cyber update received

fromtheGroup’sCyberSecurityLead,whichcoveredthecyber

security standards, security protection tools, ongoing detection,

and monitoring of threats, and testing of cyber response and

recovery procedures.

– The results of an external assurance review conducted in relation to

the Group’s Cyber and Cloud Infrastructure. The review concluded

that there were no material gaps in the coverage provided by the

Group’s three external audit programmes with respect to Cloud

hostinganddataconfidentialityhoweversomeminorenhancements

were recommended.

– An update on the Group’s outsourced service providers with

the Committeesatisfiedwiththeapproachtakenbythebusiness.

– An update on the Group’s legal entity structures and

governance processes.

– The continued efforts to enhance the Group’s annual Material Controls

Assessment, and Fraud Risk Assessment. The Committee discussed

with the Head of Risk the positive work undertaken to increase the

scope and assurance coverage of these important risk processes,

which it considers 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, annual

Complianceplan,annualpolicyreviewandtheMoneyLaundering

Officer’sreport.TheCommitteemeetsprivatelywithboththeHead

of Risk and the Global Head of Compliance and Risk on an annual basis.

Internal Audit, Risk and Compliance monitoring

Internal Audit, Risk and Compliance work closely together to ensure

appropriate coverage of the Group’s activities.

The Committee supported the Audit Committee in its oversight of

the internal audit programme (see page 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 the proposed compliance monitoring to be undertaken during

thefollowingfiscalyearandateachofitssubsequentmeetingsreceives

any relevant output.

Where there is a perceived overlap of responsibilities between the

Audit and Risk Committees, the respective Committee Chairs will have

thediscretiontoagreethemostappropriateCommitteetofulfilany

obligation. During the year the Committee ensured that appropriate

monitoringwasundertaken.Nosignificantmattersofconcern

were identified.

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Dear shareholders

I am pleased to present the Nominations and

GovernanceCommitteereportforthefinancialyear

ending 31 March 2024.

Good governance requires the appropriate

balance of skills, diversity of thought and experience,

independence and knowledge, making the work of the

Nominations and Governance Committee a key part of

our oversight and effectiveness.

The Committee’s main focus during the year

was in respect of the search for a further NED to be

appointed to the Board. The Committee has discussed

the composition of the Board on a number of occasions

and concluded that while the Board remained well

balanced and of an appropriate size and diverse

skillset, one or more further NED appointments are

to be made to ensure adequate long-term succession

planning and to enhance the diversity of the Board

while expanding and diversifying its current skillset.

During the year, we initiated a process to search for

appropriate candidates to enhance the diversity of the

Board. This search is ongoing. We are also mindful of

the need to appoint a female director to a senior role

on the Board; although there has not yet been a

suitable candidate when these roles were open,

this will be an important consideration the next time

one of these roles is vacant.

The Committee has also 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; we introduced

a new process whereby other NEDs would also sit in

on these meetings to hear employee views. 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. In March, the Board received the results of a

comprehensive DEI review looking at both our internal

and external-facing activity conducted by a specialist

INVESTING

IN OUR PEOPLE

consultant.

The DEI landscape continues to evolve at pace, and

insights from the review are helping us to address our

ongoing strategic ambitions in this space, with our DEI

policy and Board Diversity policy having both been

refreshed during the year.

During the year, the Committee also heard from

management on the results of a detailed exercise on

executive succession planning for key individuals and

ensuring development and training opportunities for

our key talent. NEDs have worked closely with the

ChiefPeopleandExternalAffairsOfficerwithafocus

on developing our employees, particular emphasis has

been placed on enhancing bench strength across the

organisation, including the development of targeted

development programmes for leadership, newly

promoted individuals and emerging future leaders.

ICG is a people business and developing and retaining

our talent is crucial in helping to deliver the Group’s

strategic objectives.

The output from the recent external Board evaluations

is always front of mind for the Committee as we

continue to consider the composition and cohesion

of our Board in the context of our business and

strategy. These results help to shape our thinking

as we continue to plan for long-term succession

for our Board.

I would be pleased to respond to any shareholder

questions about the Committee’s work either at the

AGM or otherwise.

William Rucker

Chair of the Nominations and Governance Committee

27 May 2024

William Rucker

Chair of the Nominations and

Governance Committee

“The Nominations and Governance Committee

is a key part of our oversight and effectiveness.”

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Nominations and Governance Committee Report

Committee governance

The Committee’s terms of reference are approved and

reviewed by the Board on a regular basis, most recently

in May 2024.

The terms of reference are available on the Group’s

website, www.icgam.com, or by contacting the

Company Secretary.

The operations of the Committee were reviewed as part of

the external Board evaluation conducted In March 2024;

the Committee was found to be operating effectively.

For more details of this exercise, please see page 83.

The Committee held four meetings during the year.

The Committee members attending each of the meetings

can be found on page 69.

How the Committee spent its time

Committee roles and responsibilities

The role of the Committee is to oversee the membership of the Board to ensure a balance of skills, diversity and experience

among the Directors, and to oversee senior management succession planning and the governance practices and processes

of the Group. A sub-committee of the Committee also provides oversight of, and strategic views in respect of, the making of

carried interest investment by the Group’s employees in funds managed by the Group.

Culture, diversity and inclusion

Employee engagement and development

Board and senior employee diversity considerations

Succession planning

NED, Executive and senior management succession planning

Talent development

Director skills and experience

Director induction

Director training

Appointments

NED appointments

Board composition

Committee members

William Rucker (Chair)

Virginia Holmes

MatthewLester

Andrew Sykes

Stephen Welton

Summary of meetings in the year

TheCommitteeconsideredanddiscussedthefollowingsignificantmatters:

– Whether it may be appropriate to appoint further NEDs to the Board to supplement the

existing skill-sets of the Board and to assist with long-term succession planning. It was

concluded that an appointment should be made, and a search was launched.

– The Committee considered succession plans for the Board and senior management across

the short, medium and long term relative to the Company’s purpose, strategy and values,

taking into account its DEI policy and the current skill-set of the Board, with a view to

ensuring a diverse pipeline of talent.

– The search for, and appointment of, a further NED.

– The Committee held a joint session with the Board to hear the results of a DEI review

conducted by an embedded specialist over several months considering all aspects of

DEI across the Group. This review made a number of recommendations of how the

GroupcanrefineandenhanceitsDEIprogramme,aswellasrecommendinganewBoard

Diversity Policy and targets for representation of women and ethnic minorities in senior

management, all of which were adopted.

– A detailed review of succession planning in respect of senior positions, including each

Executive Director and other key leadership personnel.

– The employee engagement NED, Amy Schioldager, provided insights on the culture of the

Group and other feedback from the ongoing informal engagement programme. 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 has regularly met employees virtually or in person in groups of 10-12

and sought their views on a range of issues; more details are provided on page 68.

Diversity

The Board updated its Board Diversity policy in March 2024 (which applies to the Board and

its key committees) and this can be found at https://www.icgam.com/wp-content/

uploads/2024/03/Board-Diversity-Policy-March-2024.pdf. This emphasised the importance

of diversity of all types at Board level. At the Company’s chosen reference date, 31 March

2024,andinlinewithFCAListingRule9.8.6(9),ICGconfirmsthatithasmetthetargetof

having at least 40% female membership on the Board. We are aware that we do not currently

meettherecommendationsoftheParkerReviewandtheListingRulesinrespectofthe

ethnic diversity of Board members, and also that we have not yet appointed a female director

to be Chair, SID, CEO or CFO. We anticipate that we will make an appointment shortly of

a new NED who will increase the ethnic diversity of our Board, and will include gender

diversity as a crucial consideration in considering all appointments to senior Board roles.

Gender and ethnicity data relating to the Board was collected using a standardised

process managed by the Company Secretary. Each Board member was requested to

discloseinformationonaconfidentialandvoluntarybasis,throughwhichtheindividual

self-reports their ethnicity and gender identity (if they wish to).

Other matters considered

The Committee 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. Subject to the recruitment mentioned above, no

concerns were raised.

1. Assessing board/committee composition 30%

2. Search progress 50%

3. Consideration of directors for reappointment 10%

4. Employee engagement 10%

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Contents

Search Back / Forward

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Contents

95 LetterfromtheCommitteeChair

98 Remuneration at a glance

100 Annual report on remuneration

110 Governance of remuneration

111 Directors’ remuneration policy

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Remuneration Committee Report

Dear shareholders

I am pleased to present the Committee’s Report (the

Report) for the year ended 31 March 2024.

The Report comprises three parts:

– This introductory statement, which explains the key

decisions made by the Committee during, and in

respect of, FY24;

– The Annual Report on Remuneration for FY24.

This details the performance and remuneration

outcomes, and the governance process. Together

with my introductory statement and the ‘at a glance

section’, it is subject to the usual advisory vote at

the AGM; and

– The Directors’ Remuneration Policy (the Policy) for

the FY24 - FY26 period, which was approved at the

July 2023 AGM.

Directors’ Remuneration Policy and

shareholder consultation

Having undertaken a thorough review of the Policy

for the triennial vote at the AGM in July 2023 and

consulted extensively with shareholders, our Directors’

Remuneration Policy received overwhelming backing

with 90.06% of votes in favour. We are grateful to our

shareholders and voting agencies for their time,

consideration and valuable input.

Lastyear’sDirectors’RemunerationReportalso

received very substantial support, with 83.96% of

votes cast in favour. We are pleased that these results

indicate strong and continued support from our

shareholders for the Policy and its implementation.

Under the newly implemented Policy, the CEO/CIO’s

base salary, which had not increased substantively

over a six-year period, and as a result had become far

removed from companies similar to ICG in scale and

complexity, is being repositioned on a phased basis

over three steps as follows: to £500k for FY24

(already implemented); to £615k for FY25; and to

£750k for FY26. The Policy also re-positions the

base salary for the CPEAO, recognising the breadth

and impact of this role, in two steps as follows:

to £467,500 for FY24 (already implemented)

and to £500,000 in FY25.

For the CFO role and CPEAO role, total variable pay

maximum is expressed as a multiple of base salary

rather than a monetary amount; multiple of salary is

the norm for other UK-listed companies. The multiples

approved in the Policy were 4x base salary for the

CFO role and 3.5x base salary for the CPEAO role,

which are in line with the effective multiple that

applied for the CFOO and CPEAO roles when the

Policy was last approved by shareholders in 2020.

For the CEO/CIO, the approved Policy retains the

current variable pay maximum of £6m for the Policy

period FY24-26, but transitions to express this as a

multiple of base salary from the start of FY26 once the

phased base salary increases, described above, have

been completed. The planned increases will take the

base salary to £750k for FY26. Therefore, the total

variable pay maximum is expressed as 8x base salary

(i.e. £6m) for FY26.

Deferral levels remain unchanged at a minimum

of 70%oftotalvariablepay.Levelsofpension

allowance are set at 12.5% in line with the majority

of the workforce.

We shall continue to monitor the effectiveness

of the Policy in enabling ICG to compete effectively

for talent and support the business strategy.

We may need to reconsider the question of variable

remuneration level for outstanding performance

in the future.

Further details of our Policy can be found on page 111.

I would be pleased to respond to any shareholder

questions about the Committee’s work either at the

AGM or otherwise.

Virginia Holmes

Chair of the Remuneration Committee

“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.”

DRIVING

PERFORMANCE

AND CONTINUED

SUPPORT

Corporate Governance Code remuneration requirements

Our remuneration policies and practices comply with the remuneration

requirements of the Corporate Governance Code, including in the

following areas:

Strategic rationale and remuneration levels

Remuneration policy and practice within ICG are designed to support the

strategyofthebusiness,withaclearemphasisonsustainable,profitable

growth. The variable pay structure for Executive Directors, as approved

in the Policy for the FY24-26 period, is simple, with a single performance

scorecardcontainingclearfinancialandnon-financialKPIs.The

scorecard drives a single variable pay award of which at least 70% is

deferredintoICGshares,vestingoverafive-yearperiodtopromote

long-term alignment. Executive Directors also have in-service and

post-exit shareholding requirements. The policy aligns to our company

culture of recognising and rewarding performance and delivering

outstanding annual and long-term value for stakeholders.

Each Executive Director has a target and maximum variable pay

level, providing clear remuneration levels based on performance.

The quantum of total remuneration at ‘threshold’, ‘target’ and

‘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survey,whichduringthisfinancial

yearwasconductedinJuly,enablescolleagues,onaconfidentialbasis,

to provide feedback on a full range of employment issues. The NED

responsible for employee engagement also holds a number of formal and

informal sessions with employees during the year in individual and group

forums across various locations. During these sessions employees are

invited to provide feedback and comments on any issues of importance

to them, including remuneration policies.

The Committee also receives regular feedback on how employees

perceive the Group’s remuneration policies and practices, and how these

haveinfluencedrecruitment,retentionandmotivationofcolleagues.This

information is used by the Committee in its monitoring and development

of remuneration policies.

Variable pay: a focus on long-term performance and leadership

Ourremunerationapproachencouragesandreflectssustained,

long-term performance, which aligns our executives with the interests

of our shareholders. We make a single variable pay award each year to

Executive Directors, based on a balanced scorecard of key performance

indicators (KPIs) and funded from our capped Group variable pay pool

(the Annual Award Pool – ‘AAP’).

TheAAPisfundedfromthecashprofitswhichtheGrouprealisesfrom

its fund management business and its investments. It is capped at 30%

of realisedprofits,annualisedoverafive-yearperiod.Furthermore,for

Executive Directors, at least 70% of the variable pay award is deferred

overfiveyearsintoshares,withvestinginthreeequaltranchesafterthe

third,fourthandfifthanniversariesofaward.Priortosettingtargetsfor

FY24, the Committee again completed a review of the quantitative KPIs

andrefinedthedeliverablesforthequalitativeKPIstoensurebothwere

appropriately stretching and linked to strategic priorities. The KPIs were

tested robustly and continue to be fully aligned with shareholders’ goals

and our Group’s Strategic Objectives of growing AUM, investing

selectively, and managing portfolios to maximise value.

TheKPIsreflecttheGroup’slong-termstrategicgoalsandnear-term

operational priorities against the backdrop of the Group’s continued

evolutionandtheexcellentprogressinscaleanddiversification,aswell

as leadership on Diversity, Equity & Inclusion and Sustainability. They also

reflectourpositioninthealternativeinvestmentindustryasaleaderin

sustainable, inclusive business practices.

Each Executive Director has a target variable pay level and a maximum

cap, the latter payable for outstanding performance only, relative to

the annualtargetssetinthecontextoftheevolutionofthefirmand

its market environment. The Committee also liaises closely with both

the Audit and Risk Committees to ensure that risk and audit matters

are taken into account in determining the remuneration levels for the

Executive Directors.

ICG

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Business performance and remuneration for FY24

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 2024 continues to be

very strong. ICG raised $15.3bn annualised over three years in new funds

–thesecondhighestfundraisingyearinthehistoryofthefirm(and

exceeding the three-year stretch KPI target by $1.3bn). The FMC (Fund

Management Company) operating margin was 57.4%, an excellent result

especially given the investments the Group continues to make in its

platform as it delivers on its growth strategy. And despite the pressures

on deployment and exits across our industry, realised portfolio returns

were 19.9%, strengthening our relationship with clients and laying the

ground for future fundraises.

We have a long-standing policy of awarding variable pay across the

workforceofnotmorethan30%ofPICP(pre-incentivecashprofits),

measuredonafive-yearrollingbasis.TheCommitteedeterminedthat

£118.8m should be awarded to eligible employees under the AAP for

the year ended 31 March 2024, compared with £110m 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 11.2% year-on-year. Awards are made in the form of cash bonuses,

deferred ICG share awards, and Deal Vintage Bonus (DVB) awards. DVB

awards are a long-term incentive rewarding certain investment staff,

excluding Executive Directors, for intra-year capital deployment.

TheCommitteehasallocated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 £8.64m 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-Pacific,RealEstateEquityinbothEuropeandAsia-Pacific,

LPSecondariesandUSMid-Marketstrategies.Thispoolexcludes

Executive Directors. This year’s BGP award compares with £10.9m

awarded in the prior year.

Executive Director variable remuneration for FY24

The total remuneration for the year for each Executive Director

is shown in the table on page 104.

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 of FY24.

Consequently, the Committee made variable pay awards of £5,856,000,

£1,627,329

and £1,596,980 respectively, to the CEO/CIO, CFO and

CPEAO this year.

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

variablepayawardsweredeferredintoICGPLCsharesvestinginequal

tranchesonthethird,fourthandfifthanniversariesofaward.

Board changes

As previously announced, Vijay Bharadia stepped down from the Board

and his role of CFOO at the July 2023 AGM. His 12-month notice period

commenced on the date of the announcement (21 February 2023) and he

received contractual payment in lieu of notice paid in monthly instalments

for the remainder of his 12-month period. The remuneration delivered

upon departure was fully detailed in the FY23 Directors’ Remuneration

Reportandthefiguresdetailedinthisreportarefortheperiodserved

as Directorduringthisfinancialyearonly.Hedidnotreceiveavariable

pay award in respect of his work in FY24.

David Bicarregui joined ICG as CFO-elect in April 2023 and was elected

to the Board at the July 2023 AGM.

Kathryn Purves stepped down from the Board and her role of Risk

CommitteeChairon1April2023,withRosemaryLeithappointedas

Risk Committee Chair from that date. In addition, Rusty Nelligan stepped

down from the Board on 31 March 2024 and Amy Schioldager will step

down from the Board on 16 July 2024. Full details of the Board Chair

and Non-Executive Director fee rates are included in the report.

NED fees

The Committee approved an increase to the Board Chair fee from £375k

to £400k from FY25, noting no increase in the fee since appointment in

January 2023 and taking into consideration benchmarking data of

companies with median market capitalisation broadly in line with ICG.

The Board has considered fees for the other NED roles and approved an

increase to the SID fee from £15.5k to £20k for FY25 based on relevant

benchmarking data for companies similar to ICG.

Total Shareholder Return (TSR)

ICG has continued to deliver exceptional TSR performance. For the ten

years to 31 March 2024, TSR was 640% versus 74% for the FTSE All

Share Index.

Conclusion

Our Policy provides a clear, simple and predictable remuneration model,

which helps drive and sustain the achievement of our corporate strategy

as well as a prudent approach to risk. The implementation of that Policy in

FY24 demonstrates a clear link to the performance of the Company, and

alignment to the interests of our shareholders.

I hope you will provide your support for the Directors’ Remuneration

Report for FY24. 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

27 May 2024

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Remuneration Committee Report continued

1. The variable compensation reported for the CFO is for the period of the FY24 year

subsequent to the CFO’s election to the Board at the July 2023 AGM. The variable

compensation for the period prior to this election was earned on the same basis and

same deferral arrangements as a Board Director.

Executive Remuneration Framework and Policy Summary for FY24

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Remuneration at a glance

Purpose and link to strategy Operation Maximum opportunity Outcomes for FY24

Business performance

Profit Before Tax

£530.8m

(2023: £251.0m)

Assets under Management

$98.4bn

(2023: $80.2bn)

Ordinary Dividend per Share

79.0p

(2023: 77.5p)

ICG PLC

Equity award

Pension

Total variable

pay award

Benefits

Base Salary

Normally reviewed annually with any changes

generally applying from the start of the

financial year

In considering increases, the Committee

assesses the range of salary increases applying

across the Group, and local market levels

For FY25, the CEO’s salary is increased by 23%

to £615,000 as outlined in the introduction to

this Report. The CPEAO’s salary is increased

by 6.95% to £500,000. Both these increases

were detailed in our shareholder-approved

policy. The current CFO’s salary remains

unchanged.

Appropriate 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

Appropriate to recruit and retain Executive

Directors to deliver the strategic objectives

of the Group

All Executive Directors are entitled to a pension

allowance payable each month at the same time

as their salary

A pension allowance of no more than the

level available to the majority of the Group’s

workforce in the relevant location is provided

The Executive Directors’ pension allowances

have not changed this year and are set no

higher than the majority of the Group’s

workforce at 12.5%

Appropriate 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, 4 x base salary for

the CFO and 3.5 x base salary for the CPEAO

Variable pay awards for the CEO, CFO and

CPEAO were £5.86m, £1.63m

and £1.60m

respectively. 80% of the CEO’s award and

70% of the awards for the other Executive

Directors were deferred into shares, vesting

overfiveyears

Appropriate to recruit and retain Executive

Directors to deliver the strategic objectives

of the Group

Rewards achievement of business KPIs,

cash profitsandemployingsoundriskand

business management

At least 70% of an Executive Director’s total

variable pay award shall be delivered in ICG

PLCEquitySharesthatnormallyvestbyone

thirdineachofthethird,fourthandfifth

years following the year of grant

See details above in relation to the overall

annual variable award

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

of the CFO’s and CPEAO’s variable pay awards

weredeferredintoICGPLCshares

Aligns the interests of Executive Directors

with those of shareholders

1. The variable compensation reported for the CFO is for

the period of the FY24 year subsequent to the CFO’s

election to the Board at the July 2023 AGM. The variable

compensation for the period prior to election was earned

on the same basis and same deferral arrangements as a

Board Director.

2. During the year, the Group updated its AUM measurement

policy, see page 16.

Five-year AAP overview

Wehavealong-standingpolicyofawardingvariablepayacrosstheworkforceofnotmorethan30%ofPICPmeasuredonafive-yearcumulativerollingbasis.TheCommitteehasdeterminedthat£118.8mshouldbeawarded

toeligibleemployeesundertheAAPfortheyearended31March2024,comparedwith£110mintheprioryear.Thisbringsthefiveyear-rollingtotalto22.6%ofPICP,significantlybelowthe30%limit.

FY20 FY21 FY22 FY23

FY24

Cumulative

PercentageofPICPoverfiveyearsrolling 22.2 23.6 24.4 22.6 22.6 22.6

Spend on incentives (£m) 70.8 87.2 115.9 109.9 118.8 502.6

Number of employees 408 470 525 582 637

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Remuneration at a glance continued

KPI performance outcomes

Qualitative KPIs (% of max)

Link to strategic

objective Threshold On-target

Out-

performance FY24 Outcome

Strategic Development 94%

Culture, DEI and Sustainability 94%

Operating Platform & Risk Management 90%

Quantitative KPIs

Link to strategic

objective Threshold On-target

Out-

performance FY24 Outcome

Fundraising (three-year annualised) $12.3bn $13.1bn $14bn $15.3bn

Realised Portfolio Returns 5% 7% 9% 19.9%

FMC Operating Margin 45% 47% 51% 57.4%

Net Gearing N/A <0.75x 0.38x

Benoît Durteste

Fixed pay only

Award

Maximum

Target

572

1,171

1,200

720

4,685

4,800

2,880

572

6,428

6,572

4,172

David Bicarregui

Fixed pay only

Award

Maximum

Target

476

488

501

251

1,139

1,170

585

476

2,102

2,147

1,312

Antje Hensel-Roth

Fixed pay only

Award

Maximum

Target

539

479

491

245

1,118

1,145

573

539

2,136

2,175

1,357

Fixed pay Cash Bonus Award ICG PLC Equity

FY24 Total remuneration (actual vs target) £k

Strategic alignment

Grow AUM Invest Manage and Realise

1. The variable compensation reported for the CFO is for the period of the FY24 performance year subsequent to the CFO’s election

to the Board at the July 2023 AGM. The variable compensation earned for the period prior to election was earned on the same basis

and same deferral arrangements as a Board Director.

Strategic alignment

Grow AUM Invest selectively Manage portfolios to maximise value

1. The on-target variable pay levels are 60% of maximum for the CEO and 50% of maximum for the CFO 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.

Annual report on remuneration

Awards in respect of annual performance

Quantitative KPIs

Link to strategic

objective Threshold On-target

Out-

performance FY24 Outcome

CEO

weighting

CFO

weighting

CPEAO

weighting

Fundraising (three-year annualised) $12.3bn $13.1bn $14bn $15.3bn 27.5% 20% 27.5%

Realised Portfolio Returns 5% 7% 9% 19.9% 15% 10% 10%

FMC Operating Margin 45% 47% 51% 57.4% 20% 27.5% 25%

Net Gearing

N/A <0.75x 0.38x 2.5% 7.5% 2.5%

Qualitative KPIs (% of max)

Link to strategic

objective Threshold On-target

Out-

performance FY24 Outcome

CEO

weighting

CFO

weighting

CPEAO

weighting

Strategic Development 94% 15% 10% 15%

Culture, DEI and Sustainability 94% 12.5% 12.5% 12.5%

Operating Platform & Risk Management 90% 7. 5% 12.5% 7. 5%

Executive Director performance

100

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Performance achieved this year

Investment performance, which forms the basis

of future fundraising, growth of fee income and

thereforeFMCprofitability,continuestobe

exceptional, putting ICG in a strong position for

continued success. Realised Portfolio Returns

reached 19.9% vs. 18.7% last year.

The investment teams have effectively exited virtually

all eligible transactions and returned material capital

toLPs.Importantly,intheincreasinglycriticalDPI

measure of distributions vs. invested capital, all our

relevant funds are in the top decile relative to peers

forourLPs.Againstthebackdropofpeersstruggling

with exits and transaction volumes, this has continued

to materially enhance ICG’s reputation for delivering

forLPs,layingthegroundforstrongfundraisingin

the future.

3. Operating Margin

How performance is measured

The Committee set the FY24 FMC Operating

Margin KPI thresholds as follows:

– Threshold held at 45%;

– On-target held at 47%; and

– Stretch increased from 50% to 51%

At the outset of FY24, the Committee set stretching targets across all KPIs, commensurate with the continued growth and success of ICG. Market conditions continue to be challenging across both fundraising and

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

to many peers – solidifying further its position as a leader in fundraising and deal excellence as well as running a disciplined platform with high margins.

After a very hard pushoveranotherchallengingyear,stretchtargetsforthefinancialKPIshavebeenexceededandperformanceagainstquantitativeKPIs,whichwenotearesettobebothchallengingand

measurable, has been equally strong.

1. Fundraising

How performance is measured

Given the accelerated guidance to the market in

2022 of US$40bn over three years with a minimum

of US$7bn in any given year, we have increased the

targets for our fundraising KPI over the past two

years as follows:

– The threshold target was raised from $6bn

annualised in FY22 to $12.4bn in FY23 and $12.3bn

in FY24;

– The on-target was raised from $8bn annualised in

FY22 to $13.2bn in FY23 and $13.1bn in FY24; and

– The stretch target was raised by more than 20%

from $11.5bn annualised in FY22 to $14bn in FY23

and FY24.

Performance achieved this year

ICG has exceeded its annualised target of $13.1bn by

17%, reaching $15.3bn annualised over three years

and $13.0bn intra-year. This exceeds the Executive

Director KPI stretch target by $1.3bn /9.3%.

This very strong performance was achieved against

the backdrop of this being the lowest Private Debt

fundraising year in Europe since 2016 (down 23%

yoy), Private Equity being down 5%, Real Estate down

38% and Infrastructure down 35% (source: Preqin).

LPs’risk-offconsiderationsinlightofmacroeconomic

and geopolitical uncertainties, returned capital

at a lowgivenconstraintstodealflowandahigh

saturation of funds competing for capital are all

well documented.

Ourflagshipstrategieshaveperformedvery

well in fundraising and, of note, so have our younger

strategies, European Mid-Market II raised $1.2bn in

FY24andournascentLPSecondariesbusinesswas

over-subscribed and closed at a hard cap of $1bn –

a rare achievement in this environment in which most

first-timefundshavefloundered,underliningICG’s

success in both product and fundraising strategy.

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 increased last year’s levels for threshold,

target and stretch for FY24. Threshold for this year

was set at 5% (up from 4%), on-target at 7% (up from

previously 5.2%, which is the weighted average

investment performance hurdle in aggregate

across all funds) and the stretch target at 9%,

up from 7% last year.

Performance achieved this year

We consider these to be highly stretching, both

relative to the wider UK market and our global

competitors with a similar asset and fee base as well

as given the continued need to invest in what is a

high-growth business. Based on strong fundraising,

significantrevenuegrowthandadisciplined

approach to cost management, the outperformance

targetwassignificantlyexceededwithanFMC

operating margin of 57.4%.

4. Net Gearing

How performance is measured and

performance achieved this year

The Committee has retained this KPI at <0.75x

for FY24.Netgearingasattheendofthefiscal

year was 0.38x, demonstrating prudent balance

sheet management.

Financial KPIs:

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101

Executive Director performance continued

Annual report on remuneration continued

5. Strategic Development

How performance is measured

Key elements of ICG’s strategic evolution as a

market-leadingalternativeinvestmentfirminclude

the refinementofourpositioningthroughselective

diversificationandgrowth;enhancingourpresence

in key geographies and distribution channels; and

furthering our bench strength capabilities across all

areasofthefirm.Thisyear,theCommitteehassetan

additional focus on managing deteriorating market

conditionsandfuture-proofingfundraisingcapabilities.

Performance achieved this year

As expected, subdued market conditions have

persisted for another year and are likely to continue

well into FY25. Against this, ICG has concluded

another successful year, well surpassing its

fundraising guidance and achieving its second

highestfundraisingoutcomeinthehistoryofthefirm

despiteLPsremainingcautiousandalackofexits

limiting their ability to commit.

DespiteLPpreferenceforre-ups,ICGmanagedto

further grow the investor base by almost 10% and

flagshipstrategieshaveperformedverywell,with

SDPVthefirstICGfundtoexceed$12bninassets.

Newer strategies have shown exceptional strength in

adifficultmarket,excellinginbothfundraisingaswell

as deployment from external capital as well as the

balance sheet, thereby laying the foundations for

continuedgrowthacrossawell-diversified,resilient

product base.

Comprehensive strategic work was done on channel

penetration in Wealth, creating an actionable, pragmatic

go-to-market approach, with a focus on the US. 11% of

total fundraising in the year came from Wealth clients,

laying the foundations for further growth.

DEI reporting and external visibility continue to be

positively reviewed and the extent of our disclosures

has contributed to high external rankings as well as

our employer brand. To raise awareness, seven

external and almost 60 internal online campaigns

were conducted.

Hiring of under-represented groups continues to

be a focus: women accounted for 39% of new hires

globally and ethnic minorities made up 38% of hires

in the UK (the only geography in which this dimension

is currently consistently measurable). ICG continues

tofulfilitscommitmenttotheWomeninFinance

Charter with 37% of UK senior management being

female (global: 29%). Ethnic minority representation

overall in the UK continues to outstrip underlying

demographics.

Promotion outcomes for women and ethnic minority

staff have progressed overall and in all business units,

despite deliberately not having formal targets in place

-thisreflectsthequalityofandsupportgiventothese

groups as part of our wider culture:

• 17% of all women (ex EAs) globally vs. 11% of all

men were promoted

• Ethnic minorities represented 25% of UK

promotions vs. 52% white colleagues and 23%

not specified

• 11% of all ethnic minority colleagues were

promoted this year vs. 10% of all white colleagues

and27%ofthosenotespecified

DEI network events are numerous and very well

attended, c. 50 over the year, including panel

discussions focused on Women, Social Mobility,

EthnicityandInclusion,andourflagshipLGBT

event inLondonwhichspansexternalparties

as well as ICG participants.

1. 63% identify as white, 27% as from an ethnic minority,

10% do not specify.

Non-Financial KPIs:

Performance achieved this year

Culture

Engagement continues to be strong: our internal

communication platform has an 82% participation rate

acrossthefirmandpageviewsareup78%;several

staff roundtables were held with NEDs to share views

with the Board; and our engagement pulse survey

showed continuously good scores, in particular for

Goal Setting, Management Support, Accomplishment

and DEI. Over 1,700 individual feedback comments

were received, providing rich data and underscoring

staff’sdesiretocontributetothefirm-widedialogue.

We were especially pleased with the high uptake

of cross-team charity work and network initiatives

which have now developed into a vital pillar of

engagement globally.

Employee networks play an integral part in ICG’s

culture and its success in integrating DEI 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DEI

efforts and outcomes.

Opportunitiestoparticipatefinanciallyinthe

success ofthefirmcontinuetobewellreceived

across both Sharesave (42% participation) and

our fund co-investment programme is open to all

permanent employees.

DEI

ICG was delighted to be ranked #1 globally for the

second year in a row by Honordex, measuring DEI

efforts and transparency in the Private Equity industry,

with a score of 89/100 (up 3% vs. last year).

ICG’s employer brand continues to strengthen further

and some excellent additions have been made to

teams at all levels as well as existing hires made in the

last couple of years making a difference even more

fully over this year.

Bench strength continues to be a critical component

of strategic planning. Succession planning has

continuedtomakeheadway,withsignificantprogress

made on external hires who are settling well into their

new roles, as well as, increasingly, internal step-up

candidates coming into their own. We have seen

successful succession outcomes in the European

Corporate team, SDP, Real Estate, US CFM and MCR.

Comprehensive talent development programmes are

now fully embedded. Pro-active engagement with

external talent continues across all business units,

with a view to selectively taking advantage of

changing market conditions.

The Group also followed through on extensive

watching briefs for critical investment roles and

external benchmarking of future leaders, building

pipeline for the near- as well as mid-and long-term.

6. Culture, DEI and Sustainability

How performance is measured

ICG’s culture, inclusive environment and commitment to

sustainability form key building blocks of our success.

We set stretching targets to cement our position as a

DEI 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; an impactful CSR agenda; as well as

further establishing ICG as a leader in sustainability

within our industry and making progress on the

implementation of Science-based Targets.

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Overview Strategic

report

Governance

report

Auditor’s report

andfinancialstatements

Other

information

Executive Director performance continued

Annual report on remuneration continued

Curated, fund-level ESG reporting is now being

produced for clients in all active funds. In fund

financing,ICGachievedthemaximumpossible

downward ratchet for the Europe VIII facility and

a new facility was negotiated for the Mid-Market II

Fund with substantive sustainability KPIs.

Charity

ICG’s strategic focus on improving access to

the alternative investment industry for under-

representedgroupscontinuestobereflectedin

its CSR programme. The Committee was especially

pleased to see this focus continue in FY24, and

CSR having evolved into a key pillar of employee

engagement, run both top-down and bottom-up.

In total, ICG donated £2.6m globally in the year.

This included completing the third leg of a

three-year commitment to deploy £3.75m on strategic

partnerships to tackle social mobility: 4,800 young

people were directly supported and even more

reached indirectly through supported programmes

with The Access Project, UpReach and SEO.

In addition, through its #MillionMeals initiative, ICG

donated £555k to provide 1.1 million free meals to

individuals and families in need in the UK, continental

Europe,theUSandAsia-Pacific,supportedbyover

130 staff volunteers who gave their time.

These initiatives were complemented by grass-roots

effortsforlocalcharitiesinlocaloffices,individual

donation matching and other ad hoc donations such

as £150k to the Red Cross appeal for Israel and Gaza.

ICGcommissionedandpublisheditsfirstexternally

validatedimpactmeasurementreporttoreflecton

the achievements of its existing programmes and

inform decision-making on the next phase of

charitable giving.

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 £5,856,000, comprising an

annual Cash Bonus Award of £1,171,200 and a

deferredPLCEquityAwardof£4,684,800,reflecting

his performance relative to the KPIs and targets set

in his dual role as CEO and CIO of the Group.

For David Bicarregui, the Committee made a total

variable pay award of £1,627,329. This comprises

an annual Cash Bonus Award of £488,199 and a

deferredPLCEquityAwardof£1,139,130

For Antje Hensel-Roth, the Committee determined

that an award of £1,596,980 was appropriate,

comprising an annual Cash Bonus Award of £479,094

andadeferredPLCEquityAwardof£1,117,886.

Although Vijay Bharadia continued to perform the

CFOO role during the period from 1 April 2023 to the

AGM on 20 July 2023, he did not receive variable pay

in respect of this period.

Sustainability

Excellent 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 Science-based Targets:

ICG now has 16 companies with SBTi-validated

targets as at 31 March 2024, up from 6 in December

2022, representing 47% of Relevant Investments, and

26% of Invested Capital. An additional six companies,

representing 18% of Relevant Investments and 38%

of Invested Capital, are awaiting validation.

Thought leadership:

ICG maintained its leadership role in industry

initiatives, joining the global Steering Committee of

the iCI, the Private Debt Advisory Committee to the

PRI, as well as numerous other roles in market-leading

industry groups. Awards this year have included: Real

Deals’ESGLargeCapHouseoftheYear,FT’sClimate

Leader,andBVCAExcellenceinESGSpecial

Recognition.

Transparency and disclosures:

ICG has retained top ratings by third-party agencies

and frameworks, including UN PRI scores and

membership in the Dow Jones Sustainability Europe

Index. It maintained its MSCI industry leader rating of

AAA;itsCDPClimateChangeLeadershipscoreofA-;

its FTSE4Good Index membership for the 6th

consecutive year; and signatory status to the UK

Stewardship Code. ICG’s approach to sustainability

reporting is following best-in-class guidance, with

positive reviews for regulatory compliance and a

market-leading approach.

Investments and financing:

ICG’snew,bespokematerialitytoolhassignificantly

enhanced pre-investment assessment capabilities.

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

while 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 its operational

infrastructureefficiently,ICGhasrapidlybuiltup

its hub in India through an outsourcing partnership

as well as strategic in-house teams in Warsaw.

This hassignificantlyenhancedefficiencyinFinance

and Operations, as well as increased output for data,

analytics and reporting. In parallel, upskilling across

corporate functions continues at pace.

Overall, complexity is being reduced and processes

simplifiedacrossfundaccounting,legaloperational

client services. Technology has notably improved

through transformation in Finance as well as

Operations,Risk,ComplianceandLegaltracking.

Risk Management

Control functions were further enhanced in line with

thefirm’sgrowthandcomplexity,whilealsoreducing

complexity in entity structures, Pillar 2 and EU

marketing branches.

Anewtechnologyandworkflowsystemwasrolled

out to facilitate tighter RCSA processes, owned by

1st, 2nd and 3rd lines of defence.

No material control breakdowns during FY24 were

noted by Risk, Compliance or Internal Audit.

1. The variable compensation reported for the CFO is for the period

of the FY24 year subsequent to the CFO’s election to the Board at

the July 2023 AGM. The variable compensation for the period prior

to this election was earned on the same basis and same deferral

arrangements as a Board Director.

Non-Financial KPIs: continued

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Other

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Annual report on remuneration continued

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2024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

5,6

vested from

prior years

(legacy awards)

£000

Single total

figure of

remuneration

£000

Benoît Durteste

2024 500.0 16.1 56.1 572.2 1,171.2 1,743.4 4,684.8 5,856.0 6,428.2 180.3 6,608.5

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

David Bicarregui

2024 417.7 11.5 46.7 475.9 488.2 964.1 1,139.1 1,627.3 2,103.3 0.0 2,103.3

2023 – – – – – – – – – – –

Vijay Bharadia

2024 158 11.4 14.3 183.7 0.0 183.7 0.0 0.0 183.7 0.0 183.7

2023 520 16.6 45.9 582.5 570 1,152.5 1,330.0 1,900.0 2,482.5 0.0 2,482.5

Antje Hensel-Roth

2024 467. 5 18.5 52.6 538.6 479.1 1,017.7 1,117.9 1,597.0 2,135.6 0.0 2,135.6

2023 442.0 15.8 48.8 506.6 427.5 934.1 997.5 1,425.0 1,931.6 0.0 1,931.6

See page 107 for details of payments to NEDs.

1. The variable compensation reported for the CFO is for the period of the FY24 performance year subsequent to the CFO’s election to the Board at the July 2023 AGM. The variable compensation earned for the period prior to election was earned on the same basis and same

deferral arrangements as a Board Director.

2.EachExecutiveDirector’sbenefitsincludemedicalinsurance,lifeinsuranceandincomeprotectionfortheyearended31March2024.

3. This represents the Cash Bonus Award element of the variable remuneration.

4.ThisrepresentstheICGPLCEquityAwardsmadefortheyearended31March2024anddeferredoverfiveyearsvestinginyearsthree,fourandfivefollowingaward.

5. The long-term incentive amounts are legacy award payments received during the year in respect of Deal Vintage Bonus and shadow carry. These awards were made in prior years and are no longer available to Executive Directors. FY12, FY14, FY15, FY16 and FY17 Deal Vintage

Bonus awards were distributed in FY24.

6. Share price movements do not have any impact on the value of long-term incentives vesting during the current year (legacy awards).

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Governance

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Auditor’s report

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Other

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Performance graph of Total Shareholder Return (ten years)

The graph below shows a comparison between the Group’s total shareholder return (TSR) performance and

the TSR for the FTSE All Share index. The graph compares the value at 31 March 2014 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 640%,

compared to 74% for the Index.

Total shareholder return

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 2023

Year ended

31 March 2024

Percentage

change

Ordinary dividend paid (£m) 236.4 223.4 (5.5%)

Permanent headcount at year end 582 637 9. 5%

Employee costs (£m) 256.7 294.3 14.6%

Directors’ interests in shares (audited)

The Directors and their connected persons held the following interests in shares of the Company:

As at 31 March 2024

Directors

Shares held

outright as at 31

March 2023

Shares held

outright as at 31

March 2024

Unvested ICG PLC

Equity Award/DSA

Unvested or

unexercised SAYE

options

Shareholding

requirement

met?

Benoît Durteste 1,367,310 1,569,416 1,357,413 Nil Yes

David Bicarregui N/A 12,500 Nil Nil Build-up period

Vijay Bharadia 39,170 56,032 304,903 Nil Yes

Antje Hensel-Roth 10,071 9,826 194,022 1,719 Yes

William Rucker 7,000 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 180,000 180,000 N/A N/A N/A

Amy Schioldager 30,000 30,000 N/A N/A N/A

Andrew Sykes 20,000 20,000 N/A N/A N/A

Stephen Welton 60,000 60,000 N/A N/A N/A

Under the Directors’ Remuneration policy, the CEO is required to hold shares amounting to 300% of his annual

salary and the other Executive Directors are each required to hold shares amounting to 200% of their annual

salary, at the share price prevailing on 31 March 2024 with a build-up period for new Executive Directors. David

Bicarregui is still within this build-up period. There are no set shareholding requirements for NEDs, although all

are encouraged to purchase a holding to align themselves with shareholders.

Asat27May2024,therewerenochangesintheDirectors’shareinterestsfromthefiguressetout

in the tables above.

800

FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24

700

600

500

400

300

200

100

Intermediate Capital Group FTSE All Share

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 104) 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 2024 6,608 97.6% N/A

2023 7,268 97.5% N/A

2022 7,851 98.0% N/A

2021 7,530 95.0% N/A

2020 5,886 84.0% N/A

2019 9,526 87.0% N/A

2018

3,412 77.0% N/A

Christophe Evain 2018

183 –% N/A

2017 6,888 102.0% 160.0%

2016 4,295 76.0% 98.0%

2015 5,103 80.0% 98.0%

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 107.

Overview Strategic

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andfinancialstatements

Other

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Annual report on remuneration continued

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33oftheGroup’sclosed-end

strategies. At times, other Executive Directors may also make co-investments from their own resources

to demonstrate alignment.

Carried interest on third-party funds

Certain professionals (including the Executive Directors) are expected to invest in carried interest

arrangements under which a portion of the carried interest in respect of certain managed funds is available

for allocation to those providing services to the funds. Individuals who participate in such arrangements

pay full market value for the interests at the time of acquisition. Carried interest on third-party funds is an

investment required by third-party fund clients to drive alignment and is not remuneration for services

provided to the Group.

Thecurrentstandardframeworkwiththird-partyfundinvestors,whichreflectsindustrystandardsintheUK

and globally, meant that Executive Director carried interest commitments in the year ended 31 March 2024 have

ranged between 0% and 15% per relevant fund. Further details of the funds managed by the Group (including an

indication of those funds which have carried interest arrangements required by fund investors) can be found in

the Data pack .

Scheme interests awarded during the financial year (audited)

The following table provides the details of scheme interests awarded to the Executive Directors during

the year ended 31 March 2024:

Director Award Award date

Face value

at grant

(£000)

Number of

shares awarded

Benoît Durteste ICGPLCEquityAwards 25 May 2023 4,680.0 350,456

David Bicarregui ICGPLCEquityAwards N/A N/A N/A

Vijay Bharadia ICGPLCEquityAwards 25 May 2023 1,330.0 99,595

Antje Hensel-Roth ICGPLCEquityAwards 25 May 2023 997.5 74,696

On25May2023,ICGPLCEquityawardsweregrantedtoExecutiveDirectorswhohadservedintheyearended

31 March 2023 in relation to their performance in that year. 80% of the variable pay awarded to Benoît Durteste

and 70% of the variable pay awarded to Antje Hensel-Roth 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£13.354.

This was themiddlemarketquotationforthefivedealingdayspriorto25May2023.

CEO pay ratio

ThetablebelowcomparestheCEO’ssingletotalremunerationfigureforFY24totheremunerationofthe

Group’s UK workforce as at 31 March 2024.

Director Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2024 Option A 48:1 29:1 18:1

2023 Option A 56:1 34:1 20:1

2022 Option A 66:1 42:1 21:1

Our ratio is lower than many FTSE companies due to a consistent remuneration approach. The median pay ratio

has decreased from 34:1 to 29:1.

Consistent with our calculation methodology in prior years, employee pay is calculated on the basis of the CEO

singlefigure,whichis‘OptionA’underthereportingrequirements.Ofthethreepossiblemethodologieswhich

companies can adopt (Options A, B or C) we have chosen Option A which we consider the most robust. Option

ArequirestheGrouptocalculatethepayandbenefitsofallitsUKemployeesfortherelevantfinancialyearin

order to identify the total remuneration at the 25th percentile, at the median and at the 75th percentile.

Employee pay data are based on full-time equivalent pay for UK employees as at 31 March 2024, in line with the

CEOsinglefiguremethodology.Incalculatingtheseratios,wehaveannualisedanypart-timeemployeesornew

joiners to a full-time equivalent (where relevant).

Director

Employee at

25th percentile

Median

Employee

Employee at

75th percentile

Salary £85,000 £116,250 £167,250

Totalpayandbenefits £136,321 £227,452 £370,880

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Annual report on remuneration continued

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.

Percentage change

FY21 FY22 FY23 FY24

Salaries/

fees

Taxable

benefits

Short-term

incentives

Salaries/

fees

Taxable

benefits

Short-term

incentives

Salaries/

fees

Taxable

benefits

Short-term

incentives

Salaries/

fees

Taxable

benefits

Short-term

incentives

Benoît Durteste 0% 1.7% 22.9% 0.0% -9.5% 3.2% 4.1% 20.4% -0.5% 22.0% 0.5% 0.1%

David Bicarregui N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Vijay Bharadia

0% 52.3% 23% 0.0% 26.7% 15.0% 4.0% 6.3% 3.3% -69.6% -72% -100%

Antje Hensel-Roth N/A N/A N/A 0.0% 26.7% 22.7% 4.0% 6.3% 5.6% 5.8% 0.8% 12.1%

William Rucker N/A N/A N/A N/A N/A N/A N/A N/A N/A 486.9% N/A N/A

Andrew Sykes 0% N/A N/A 0.0% N/A N/A 119.6% N/A N/A -58.7% N/A N/A

Virginia Holmes 0% N/A N/A 4.1% N/A N/A 5.9% N/A N/A 0% N/A N/A

RosemaryLeith N/A N/A N/A N/A N/A N/A 12.7% N/A N/A 18.1% N/A N/A

MatthewLester N/A N/A N/A N/A N/A N/A 15.2% N/A N/A 3.4% N/A N/A

Rusty Nelligan 0% N/A N/A 4.1% N/A N/A -4.7% N/A N/A -3.7% N/A N/A

Amy Schioldager 0% N/A N/A 0.0% N/A N/A 2.8% N/A N/A 0% N/A N/A

Stephen Welton 0% N/A N/A 0.0% N/A N/A 1.9% N/A N/A 0% N/A N/A

All employees 1.6% 27.4% 4.1% 4.3% 5.6% 18.8% 6.5% 12.5% 3.9%

4.5% -1.2% -5%

1. Theyear-on-yearchangesinfeesfortheNEDsreflectsthemovementsinroles,inadditiontoanyincreaseinunderlyingfeerates,andpro-rationsforjoiners/leaversduringthefinancialyear.FurtherdetailscanbefoundintheFeespaidtoNEDstablebelow.

2. Details for Vijay Bharadia included up to the date he stepped down from the Board.

3. Excludes taxable business expenses for the Directors and all employees.

4. The changes in short-term incentives for employees arise from changes in workforce composition.

Fees paid to NEDs (audited)

4,5

Inthefinancialyearunderreview,NEDs’feeswereasfollowsasshownbelow.TheNEDsdidnotreceiveanyotherremuneration:

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 2023

£000

Total for year

ended 2024

£000

William Rucker

January 2023 375 63.9 375

Andrew Sykes March 2018 76.5 15.5 14 14 290.5 120

Virginia Holmes March 2017 76.5 30 14 120.5 120.5

RosemaryLeith

February 2021 76.5 30 14 14 113.9 134.5

MatthewLester April 2021 76.5 30 14 116.5 120.5

Rusty Nelligan September 2016 76.5 14 14 108.5 104.5

Amy Schioldager January 2018 76.5 20.5

14 14 125 125

Stephen Welton September 2017 76.5 14 90.5 90.5

1. The Board Chair does not receive a fee in respect of his membership of the Remuneration Committee.

2. RosemaryLeithwasappointedasChairoftheRiskCommitteeeffective1April2023followingKathrynPurvessteppingdownfromtheBoardeffective1April2023.

3. This fee relates to Amy Schioldager’s role as Board Director of Employee Engagement.

4. For the year ended 31 March 2024, there were £5,855 of taxable expenses paid to the NEDs.

5.NEDsdonothavecontractsofserviceandarenoteligibletojointhedesignatedGrouppensionplanorreceivepaymentforlossofoffice.AllNEDshaveathree-monthnoticeperiod,arere-electedannuallyandwerelastre-electedinJuly2023.

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Annual report on remuneration continued

Benchmarking

Remuneration awards are benchmarked against the following peers in the major jurisdictions where

the Group operates:

– Listedandunlistedalternativeassetmanagers;

– Listedandunlistedassetmanagers;

– Investment banks;

– Listedfinancialservicescompanies;

– Other organisations as appropriate for the individual role.

The Group carries out an extensive annual exercise to benchmark proposed salaries, bonuses and deferred

awards for all employees globally.

Our Executive Directors are benchmarked against equivalent individuals at a range of relevant public and

private companies globally. While it is very challenging to obtain data on many private companies, we are able to

gain insight into this area by commissioning bespoke research by leading external compensation and

recruitment consultants and other independent providers of compensation data.

Due to the unique nature of the Group’s business as a UK-listed alternative asset manager, which competes for

talent against other alternative asset managers which are not listed in the UK or indeed at all, it is imperative to

obtain a wide range of benchmark data.

Hence,whilewedoconsiderotherUK-listedfinancialservicescompaniesinourbenchmarking,theycanbe

a less relevant comparator.

Gender pay

We are required by law to publish data on the following:

– Gender pay gap (mean and median);

– Gender bonus gap (mean and median);

– Proportion of men and women in each quartile of the Group’s pay structure;

– Proportion of men and women receiving bonuses.

The gender pay gap is a UK comparison across the pay of all men and all women regardless of their level or role.

This is different from an equal pay gap, an individual measure comparing the pay of a man and a woman in the

sameorasimilarrole.Boththepayandbonusgapshavedecreasedmarginallyduringthefinancialyear.The

mean pay gap is now 30.3% and the mean bonus gap is 70.2%.

There has been an increase in women in all parts of the Group and promotions as a percentage of the overall

population have been 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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, while the

underlyingmake-upofthefirmcontinuestoevolvetowardsgreaterbalance,thisisnotnecessarilyreflectedin

the gender pay gap.

2020 2021 2022 2023 2024

Mean pay gap 26.2% 30.9% 35.7% 34.4% 30.3%

Mean bonus gap 66.6% 68.8% 77.2% 74.3% 70.2%

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 by Honordex for the second year in a row, measuring DEI efforts

and transparency around them in the Private Equity industry

– 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36%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.

– 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 family

benefits,mentalandphysicalwellbeing,andcareersustainability

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Payments made to past directors (audited)

The following payments (in excess of £500), in respect of DVB awards made while they were Executive

Directors,weremadeinthefinancialyearended31March2024toformerdirectors.Thesearedeferred

awards for performance in previous years and were retained on leaving service.

Employee £

Philip Keller 87,080

Christophe Evain 56,112

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. The Board Chair's fee has been increased to £400k with effect from 1 April 2024, which takes account of

market benchmarks for companies of ICG's size and scope. The SID fee has been increased to £20,000 to move

more in line with market norms.

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 2024

Year ended

31 March 2025

CEO 500.0 615.0

CFO 600.0 600.0

CPEAO 467.5 500.0

Board Chair 375.0 400.0

Non-Executive Director base fee (other than Board Chair) 76.5 76.5

Senior Independent Director 15.5 20.0

Remuneration Committee Chair 30.0 30.0

Audit Committee Chair 30.0 30.0

Risk Committee Chair 30.0 30.0

Member of the Audit 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 page 69 and in the relevant Committee reports on pages 85 to 94.

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 and the Directors’

Remuneration Policy at the 2023 Annual General Meeting.

Votes for Votes against Abstentions

Directors’ Remuneration Report 83.96% 16.04% 8,930,445

Remuneration Policy 90.06% 9.94% 15,903

Payments for loss of office (audited)

Details of the leaving remuneration for Vijay Bharadia who stepped down from the Board in July 2023 were fully

disclosed in the Directors' Remuneration Report for FY23.

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Governance of Remuneration

Committee roles and responsibilities

The role of the Committee is to support the Board in developing and implementing the remuneration policy, ensuring alignment with

shareholders and company strategy, identifying and managing risk, complying with regulations, and promoting good conduct.

Remuneration policy

Continuous assessment of the effectiveness of the Group’s

remuneration policy

Consideration of shareholder and representative shareholder bodies’

feedback

Consideration of business requirements and competitive landscape

Key performance indicators

Setting of KPIs for the Executive Directors

Monitoring performance against those KPIs

Governance, stakeholders and shareholders

Consideration of feedback from shareholders

Adherence to regulatory requirements

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

RosemaryLeith

Andrew Sykes

Stephen Welton

Advisers to the committee

Alvarez and Marsal (external advice)

Allen & Overy and Slaughter & May (legal advice)

PwC and Deloitte (taxation and other matters advice)

Committee governance

The Committee’s terms of reference are approved and reviewed by

the Board on a regular basis, most recently in May 2024. The terms of

reference are available on the Group’s website, www.icgam.com, or

by contacting the Company Secretary.

The operations of the Committee were reviewed as part of the

external Board evaluation completed in March 2024; the Committee

was found to be operating effectively. For more details of this

exercise, please see page 83.

TheCommitteeheldfivemeetingsduringtheyear.TheCommittee

members attending each of the meetings can be found on page 69.

Summary of meetings in the year

The Committee meets at least three times a year and more frequently

if necessary. Executive Directors attend the meetings by invitation.

The Committee consults the Executive Directors regarding its proposals

and also has access to professional advice from outside the Group.

The Head of Reward also attends meetings, and the Company Secretary

attends as Secretary. No Director is involved in any decisions as to their

own remuneration.

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 69).

Advisers to the Committee

Advisers are selected on the basis of their expertise in the area and

with a view to ensuring independence from other advisers to the Group.

Therefore,theCommitteeisconfidentthatindependentandobjective

advice is received from its advisers.

The fees charged for advice to the Committee were £88,288 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

27 May 2024

How the Committee spent its time

1. Employee Compensation 25%

2. Regulatory Compliance 25%

3. DRR and Policy 20%

4. Executive Remuneration 30%

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Directors’ Remuneration Policy

This section describes the remuneration policy, which was approved by our shareholders at the 2023 AGM with

a 90.06% vote in favour.

A copy of the previous Directors’ Remuneration Policy approved by shareholders at the 2020 AGM is available

in the shareholder centre on the ICG website at www.icgam.com.

Annual Award Pool (AAP) and Business Growth Pool (BGP)

A central feature of the Group’s overall remuneration policy is the AAP. All incentives awarded across the Group

aregovernedbyanoveralllimitof30%ofPre-IncentiveCashProfit(PICP)overafive-yearperiod.

Thispercentagemaybeexceededinanysingleyearbutmustnotbeexceededonanaveragebasisoverfive

years.ManagingtheAAPbyreferencetoafive-yearrollingaverageensuresthatvariableawardstoemployees

are made in a considered way with a long-term perspective rather than as a reaction to a single year’s

exceptional performance.

The AAP is funded by PICP, so that:

– Interest income and capital gains are only recognised on a cash basis

– Impairments on investment principal are included

– Fair value movement of derivatives is excluded

TheholdingperiodforinvestmentsistypicallyfourtoeightyearsandasignificantportionoftheGroup’sfund

management fees arise from committed closed-end funds and are payable over the life of the fund which can be

up to 12 years. This means that the AAP is long-term in nature as it includes realisations from a number of

investment vintages. By generating the award pool in this way, we ensure that employees are only rewarded

once returns have crystallised.

Allocation of the award pool

TheAAPisbasedoncashprofitstheGrouphasalreadyrealisedfromitsfundmanagementbusinessandits

investments,anditiscappedat30%annualisedoverafive-yearperiod.TheCommitteeexercisesdiscretion

over the actual amount to be awarded in variable compensation each year, based on an assessment of market

levels of pay, Group KPIs, and individual performance (subject to the overall cap on the AAP).

In a strong year that has generated high PICP, the Committee may choose not to distribute the full AAP but can

instead retain some of it for potential use in future years. In years where PICP is low, the Committee may

distribute some of the retained AAP from previous years, if appropriate. The Committee applies a prudent

approach to setting the actual size of variable pay pool, within the overall limits described above.

The ongoing appropriateness of the 30% limit for the existing business is kept under review.

Business Growth Pool (BGP)

TheBGP,whichdoesnotapplytoExecutiveDirectors,iscappedat3%ofthefive-yearrollingaveragePICPand

is designed to support the establishment of new investment strategies, commensurate with the overall business

strategy. The BGP is used to fund the incentives of relevant teams involved in developing such new strategies,

and is ring-fenced and limited in duration to the period when the new investment strategy is being developed.

Any awards made from the BGP are overseen by the Committee, and Executive Directors do not participate in

any such awards.

Awards falling within the AAP

All cash and share awards are distributed from the AAP. Historically, there have been two different award types

tobemadeoverICGshares:DeferredShareAwardsandICGPLCEquityAwards.Wehavealso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.

Awards to the Executive Directors

AwardstotheExecutiveDirectorsarefundedfromtheAAP,butaresubjecttospecificKPIs,withdetailed

targetssetbytheCommittee.TheyarepaidasamixofcashandICGPLCshares.Asignificantproportionofthe

variable pay is made in the form of deferred shares, with at least 70% of the total variable pay for each Executive

DirectorawardedintheformofICGPLCsharesdeferredoverthree,fourandfiveyears.

Malus and Clawback

The Company has Malus (forfeiture of unvested awards) and Clawback (recoupment of vested or paid awards)

in place for its variable pay plans for Executive Directors. Malus and Clawback provisions also apply to other

roles(“MaterialRiskTakers”)asrequiredbyfinancialservicesregulations.UndertheMalusandClawback

requirements, variable pay may be recouped in part or in full, if the Remuneration Committee determines that

oneormorespecifiedeventshasoccurred(“Triggers”).ForExecutiveDirectors,theseTriggersinclude

amongst other things: variable compensation was awarded based on erroneous or misleading information; a

material misstatement of the Group accounts has occurred; gross misconduct or failure to meet appropriate

standardsoffitnessorpropriety;amaterialregulatorybreach;severenegligence;amaterialfailureofrisk

management; substantial reputational damage to the Company; or corporate failure. In considering whether and

to what extent to apply Malus or Clawback, the Remuneration Committee would consider the seriousness of the

Trigger event and the degree of responsibility of the Executive Director for the event through their actions or

failure to act.

The Recovery Period during which Malus and Clawback may be applied to a variable compensation award

varies depending on the award type but is a minimum of three years from the award date. For Executive

Directors,thedeferredequityportionofvariablecompensationawards(ICGPLCEquityAwards)issubject

to MalusuntilvestingandClawbackwhichnormallyappliesforuptofiveyearsfromaward,extendable(for

example to seven years) to allow an investigation into a potential Trigger event to be concluded. The cash

portion of variable compensation awards for Executive Directors is subject to Clawback which applies for three

years from the award date. The Remuneration Committee considers these Recovery Periods to be appropriate

taking account of the nature of ICG’s business and to allow a reasonable maximum period for any information

regarding a Trigger event to become known.

The Committee has not used the Malus or Clawback provisions to recoup any variable compensation from

ExecutiveDirectorsduringthe2023financialyear,orinprioryears.

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The following charts show the key elements of our proposed Remuneration Policy which apply for FY25. Full

details of the proposed Remuneration Policy are provided in the next section.

Illustration of application of Directors’ Remuneration Policy

The total remuneration which could be awarded to each Executive Director under the remuneration policy for

the year ended 31 March 2025 is shown in the charts under three different performance scenarios.

The annual variable award is split between the following elements:

– Cash Bonus Award

– ICGPLCEquityAward

The value of on-target variable remuneration for each Executive Director is based on the level which the

Committee has agreed should be receivable to the extent to which the Group achieves its targets.

Itremainspossiblethatremunerationearnedovermorethanonefinancialyearwillbedisclosedinfutureyears’

singlefiguretablefortheCEO,emanatingfrompreviousawardsofDealVintageBonus(DVB),(formerlyknown

as Balance Sheet Carry (BSC)) or Shadow Carry. Since the adoption of the Remuneration Policy in 2017,

Executive Directors have not been eligible to participate in these plans.

The charts above incorporate the following assumptions:

Fixedpay–Includesbasesalary(forthefinancialyearended31March2025,benefitsandapensionallowanceof12.5%forBenoît

Durteste,DavidBicarreguiandAntjeHensel-Roth.Thebenefitsfigureisbasedonthe2024singlefiguretotalforallExecutiveDirectors

(excluding any future grant of SAYE options) and assuming a similar level of coverage for all Executive Directors in future years.

Target – Fixed pay plus the value that would arise from the incentives for achieving on-target performance (with an assumed deferral

of 80% for Benoît Durteste and 70% for the other Executive Directors). The Target level of total variable pay for Benoît Durteste is

unchanged from the current policy and practice, at £3.6m. The Target total variable pay for David Bicarregui is 2x base salary (or £1.2m)

and the Target total variable pay for Antje Hensel-Roth is 1.75x base salary (or £875k).

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 £1.75m).

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.

Benoît Durteste

Fixed pay only

Maximum with

50% share

price growth

Maximum

Target

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 10,000

100%

10%

16%

13%

18%

17%

79%

72%

67%

£708k

£9,108k

£6,708k

£4,308k

9,000

David Bicarregui

Fixed pay only

Maximum with

50% share

price growth

Maximum

Target

0 750 1,500 2,250 3,000 3,750 4,500

100%

18%

23%

37%

18%

23%

19%

64%

54%

44%

£691k

£3,931k

£3,091k

£1,891k

Antje Hensel-Roth

Fixed pay only

Maximum with

50% share

price growth

Maximum

Target

0 800 1,600 2,000 2,800

100%

20%

25%

40%

18%

22%

18%

62%

53%

42%

£581k

£2,943k

£2,331k

£1,456k

1,800 2,400 3,200400

Fixed pay Cash Bonus Award ICG PLC Equity Award

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Directors’ Remuneration Policy continued

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

1. Base salary

– Appropriate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

– Designedtobesufficienttoensure

that Executive Directors do not

become dependent on their variable

remuneration

– Reflectslocalcompetitivemarketlevels

– Paid monthly

– Typically reviewed annually with any changes generally applying

fromthestartofthefinancialyear

– In considering increases, the Committee considers the range of salary

increases applying across the Group, and local market levels

– Any increase in salary for an Executive Director will not normally

exceed the average salary increase across the Group unless there are

exceptional reasons such as, but not limited to, a change in the role or

responsibilities of the Executive Director

– The salary for the CEO/CIO will be increased in the following three

steps: £500k for FY24; £615k for FY25; and £750k for FY26

– The salary for the new CFO has been set at £600k for FY24

– The salary for the CPEAO will be increased in the following two steps:

£467.5k for FY24; and £500k for FY25

– None

2. Benefits

– Appropriate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

– Reflectslocalcompetitivemarketlevels

– BenefitscurrentlyreceivablebyExecutiveDirectorsincludelife

assurance, private medical insurance and income protection

– Additionalbenefitsmaybeofferedinlinewithmarketpractice

if considered appropriate by the Committee

– Provisionandlevelofbenefitsarecompetitiveandappropriateinthe

context of the local market

– Themaximumopportunitywilldependonthetypeofbenefitandcost

of its provision, which will vary according to the market and individual

circumstances

– None

3. Pension

– Appropriate to recruit and retain

Executive Directors to deliver the

strategic objectives of the Group

Purpose

– All Executive Directors are entitled to a pension allowance payable

each month at the same time as their salary

– A pension allowance of no more than the level available to the

majority of the Group’s workforce in the relevant location is provided.

The current level for majority of the UK workforce is up to 12.5% of

base salary

– None

4. Total variable pay award

– The Total Variable Pay Award is split

between Cash Bonus Award (4a)

andICGPLCEquityAward(4b)(see

below)

– The total variable pay award consists of the Cash Bonus Award and

ICGPLCEquityAward

– An Executive Director’s annual variable award is drawn from the AAP

which is determined as described on page 111

– Total variable pay awards to Executive Directors are subject to a cap,

payable for outstanding performance only. This is £6m for the CEO/ CIO

(from FY26 onwards, this will be 8x base salary), 4x base salary for the

CFO and 3.5x base salary for the CPEAO.

– Target variable awards to Executive Directors are £3.6m for the CEO/

CIO, 2x base salary for the CFO and 1.75x base salary for the CPEAO

– An Executive Director’s annual

variable award is drawn from the

AAP, and so is directly funded

by reference to the Group’s

cash profitfortherelevant

financialyear

– Executive Director’s annual

variable award entitlement

is determined by reference

to performance against

performance objectives,

which are derived from the

Group’s KPIs

4a. Cash Bonus Award

– Rewards achievement of business KPIs,

cashprofitsandemployingsoundrisk

and business management

– Awardsaremadeincashaftertheendofthefinancialyear

– The maximum amount of an Executive Director’s Total Variable Pay

Award that can be paid as a Cash Bonus Award is 30%

– Cash Bonus Awards are subject to clawback which applies for three

years post award. Forfeiture of compensation may be triggered

by, among other things, a misstatement of the accounts, regulatory

breaches and serious breaches of contract

– See details above in relation to the overall annual variable award – See details above in relation to

the overall annual variable award

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Purpose and link to strategy Operation Maximum opportunity Performance conditions

4b. ICG PLC Equity Award

– Rewards achievement of business KPIs,

cashprofitsandemployingsoundrisk

and business management

– Aligns the interests of Executive

Directors with those of shareholders

– Awards are made over shares in the Company after the end

ofthefinancial year

– At least 70% of an Executive Director’s Total Variable Pay Award

shallbedeliveredinICGPLCEquity

– Shares normally vest by one-third in each of the third, fourth

andfifthyearsfollowingtheyearofgrantunlesstheExecutive

leaves for cause or to join a competitor, in which case the awards

lapse. The Committee has discretion to vary the date of vesting if

necessary or desirable for regulatory or legislative reasons

– In the event of a change in control (other than an internal

reorganisation) shares vest in full

– Dividend equivalents accrue to participants during the

vesting period

– PLCEquityAwardsmadearesubjecttobothmalus,untilvesting,

and clawback which will apply for up to seven years post grant.

Forfeiture of compensation may be triggered by, among other

things, a misstatement of the accounts, regulatory breaches and

serious breaches of contract

– See details above in relation to the overall annual variable award – See details above in relation to

the overall annual variable award

5. Shareholding requirement

– To align the interests of the Group’s

Executive Directors with those of

shareholders

– To further enhance long-term

alignment with shareholders, a post-

cessation shareholding requirement

has been introduced

– Executive Directors are required to build ownership of a number

ofordinarysharesintheGroup,normallyoverfiveyearsfrom

appointment, with a market value equal to a multiple of the

Director’s annual base salary. This multiple is three times for

the CEO and two times for the other Executive Directors

– Executive Directors are normally required to maintain this level

(or the level so far accrued at cessation, if lower) of holding

for two years after they cease to be employed

– N/A – N/A

6. The Intermediate Capital Group

PLC SAYE Plan 2014

– Provides an opportunity for all

employees to participate in the success

of the Group

– All UK employees are offered the opportunity to save a regular

amount each month over 36 months and may receive an uplift

at the end of the saving contract (subject to HMRC legislation)

– At maturity, employees can exercise their option to acquire and

purchasesharesinICGPLCatthediscountedpricesetatthe

award date or receive the accumulated cash

– Employees may save the maximum permitted by legislation each month – The Plan is not subject to any

performance conditions, as this

is not permitted by the relevant

legislation

7. Fees paid to Non Executive

Directors

– To facilitate the recruitment of Non

Executive Directors who will oversee

the development of strategy and

monitor the Executive Directors’

stewardship of the business

– Fees are payable to Non Executive Directors for their services

in positions upon the Board and various Committees

– Fees for the Board Chair are determined and reviewed annually

by the Committee and fees for Non Executive Directors are

determined by the Board Chair and the Executive Directors

– The Committee refers to objective research on up-to-date,

relevant benchmark information for similar companies

– Non Executive Directors are reimbursed for expenses, such as

travel and subsistence costs, incurred in connection with their

duties.Anytaxcostsassociatedwiththesebenefitsarepaid

by the Group

– Non Executive Directors cannot participate in any of the Group’s variable

pay plans or share schemes and are not eligible to join the designated

Group pension plan

– Fees are set and reviewed in line with market rates. Supplementary fees

maybepaidtoreflectadditionaltimecommitmentsrequiredofNon

Executive Directors. Aggregate annual fees do not exceed the limit set

out in the Articles of Association

– AnybenefitsreceivablebyNonExecutiveDirectorswillbeinlinewith

market practice

– None of the Non Executive

Directors’ remuneration

is subject to performance

conditions

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Directors’ Remuneration Policy continued

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 111).

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 100. Further management information is provided to the Committee on performance to

ensurethatfinancialresultsareputintothecontextofwiderperformancefactors,complianceandriskappetite.

Co-investment and carried interest in third-party funds

Executive Directors and certain professionals in the Group 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 2023 Annual 12 months Restraint

period of

12 months

The salary for any

unexpired period of

notice plus the cost to

the Group (excluding

National Insurance

contributions) of

providing insurance

benefitsforthe

same period. The

Group may also make

payments, where

necessary, to mitigate

any potential claims,

and to compensate

for legal fees or

outplacement costs

incurred

David Bicarregui 02 April 2023 July 2023 Annual 12 months Restraint

period of

9 months

Antje Hensel-Roth 16 April 2020 July 2023 Annual 12 months Restraint

period of

9 months

Deferred

share award Status

Death, disability,

long-term ill health Redundancy Cause or competing Any other reason

PLCEquity

Award Unvested Retain with early vesting Retain

Forfeit, subject

to discretion

Retain, subject

to discretion

Deferred

Share Award Unvested Retain with early vesting Retain

Forfeit, subject

to discretion

Retain, subject

to discretion

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Exercise of discretion

The discretion available to the Committee under the variable pay plans is intended to provide the Committee

withflexibilitytodealfairlywitheveryeventuality.Inexercisingitsdiscretion,theCommitteewilltakeinto

account the circumstances in which the individual has left the Group, their performance and the impact that

this has had on the Group’s overall performance. The Committee reserves discretion to make a variable pay

awardtoanExecutiveDirectorinrespectofthefinalyearofservice,takingintoaccountthecircumstances

of theindividual’sterminationofoffice,theportionoftheyearserved,andperformanceforthefinancial

year concerned.

Approach to recruitment remuneration

The Group operates in a highly specialised and competitive market, and hence competition for talent is

intense. The Committee’s approach to recruitment remuneration is to pay what is appropriate to attract

candidates to a role.

New Executive Directors are offered a remuneration package similar to that of existing employees in the same

role.AllExecutiveDirectorsareofferedanappropriateannualsalary,benefitsandpensionallowanceandall

participate in the Annual Award Pool and are subject to an overall cap on variable reward.

However, it may be necessary to offer a new Executive Director a remuneration package that differs from that

currently provided to the Executive Directors in order to attract the best recruit. This could include a higher

basesalaryandrelocationand/orhousingbenefitsandhighertotalvariablepay,butnotmorethanthe

CEO/CIO base salary multiple level set out in the policy table, unless there are exceptional circumstances.

Replacement of forfeited compensation such as deferred bonuses and long-term incentives is permitted.

This is subject to, as far as possible, the timing, delivery mechanism (i.e. shares or cash) and amounts paid

out beingsettoreflectanyformerarrangement.

Asfaraspossible,thevalueofanyreplacementawardswillreflecttheexpectedvalueoftheforfeitedawards.

In the event of an internal promotion to the Board, the Committee reserves the right to allow any pre-existing

awards or arrangements to be retained until their normal maturity date, notwithstanding that these may not be

consistent with the approved policy.

Statement of consideration of shareholder views

The Committee is responsible for the overall remuneration policy for all the Group’s employees and ensures

that the remuneration arrangements should take into account the long-term interests of shareholders, clients

and other stakeholders.

The Group recognises the importance of communication with its shareholders, particularly through interim

and annual reports and the AGM.

The CEO, CFO and the Chairmen of the Board and each of its Committees will be available to answer

shareholders’ questions at the AGM. The CEO and the CFO meet institutional shareholders on a regular

basis, and the Board Chair periodically contacts the Group’s major shareholders and offers to meet with them.

The Board is kept fully informed of the views and concerns of the major shareholders and relevant NEDs attend

meetings with major shareholders and shareholder advisory groups when requested to do so.

Statement of consideration of employment conditions elsewhere in the Group

and employee views

The Committee considers the employment conditions and the remuneration structures in place

for all employees of the Group when setting the Directors’ Remuneration Policy.

The Committee also reviews the remuneration arrangements of senior investment and marketing employees

and senior management and control function employees and oversees the remuneration structure and market

positioning for other roles. The overall and average salary increase across the Group is approved by the

Committee each year. The Board has established a process which is used to seek the opinions of employees

when setting the Directors’ Remuneration Policy by seeking feedback through a designated NED.

In addition employees’ views are represented at Committee meetings through the Chief People and External

AffairsOfficer,whoisalsoanExecutiveDirector,andtheHeadofReward.

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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2024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 2024 which comprise:

Group Parent Company

Consolidated income statement for the year ended

31 March 2024

ParentCompanystatementoffinancialpositionas

at 31 March 2024

Consolidated statement of comprehensive income

for the year ended 31 March 2024

ParentCompanystatementofcashflowsforthe

year ended 31 March 2024

Consolidatedstatementoffinancialpositionasat31

March 2024

Parent Company statement of changes in equity for

the year ended 31 March 2024

Consolidatedstatementofcashflowsfortheyear

ended 31 March 2024

Consolidated statement of changes in equity for the

year ended 31 March 2024

Relatednotes1to33tothefinancialstatements,

including material accounting policy information

ThefinancialreportingframeworkthathasbeenappliedintheirpreparationisapplicablelawandUK-adopted

internationalaccountingstandardsandasregardstheParentCompanyfinancialstatements,asappliedin

accordance with section 408 of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’)

and applicable law. Our responsibilities under those standards are further described in the Auditor’s

responsibilitiesfortheauditofthefinancialstatementssectionofourreport.Webelievethattheauditevidence

wehaveobtainedissufficientandappropriatetoprovideabasisforouropinion.

Independence

We are independent of the Group and Parent Company in accordance with the ethical requirements that are

relevanttoourauditofthefinancialstatementsintheUK,includingtheFRC’sEthicalStandardasappliedto

listedpublicinterestentities,andwehavefulfilledourotherethicalresponsibilitiesinaccordancewiththese

requirements.

Duringthecourseofourindependenceproceduresperformed,itwasidentifiedthatanon-auditservicerelated

to the year to 31 March 2022, approved by the Audit Committee, had been provided to an immaterial controlled

undertakingoftheParentCompany,byanoverseasEYmemberfirm.Theserviceprovidedisprohibitedunder

the FRC’s Ethical Standard.

TheserviceprovidedtothesubsidiaryrelatedtothetaggingofauditedfinancialstatementsinXBRLformat,

rather than the review of tagging. The total fee for the service was £1,300 and this service has not been

provided for any subsequent year end. The service was undertaken by a separate team from the audit team and

doesnotpresentaself-reviewthreatasthisservicedoesnotformpartofthefinancialstatements.Inaddition,

the work had no element of an advocacy threat.

WeinformedtheAuditCommitteefollowingidentificationinNovember2023.Althoughthisisabreachof

the FRC’s Ethical Standard; we have concluded that an objective, reasonable and informed third party would

not conclude that our independence was impaired, and that we remain independent of the Group and 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 2025, which is eighteen months from the date these

financialstatementswereauthorisedforissue;

– reviewingtheGroup’scashflowforecasts,consideringiftheassumptionsusedinthemodelsareappropriate

to enable the Directors to make an assessment in respect of going concern, including the availability of

existing and forecast cash resources and undrawn facilities;

– evaluating the regulatory capital and liquidity position of the Group, including reviewing the Internal Capital

Adequacy and Risk Assessment (‘ICARA’). This included verifying credit facilities available to the Group by

obtainingthirdpartyconfirmations;

– reviewing the appropriateness of the stress and reverse stress test scenarios, including assessing the

completenessoftheseverescenariosthatconsiderthekeyrisksidentifiedbytheGroup,ourunderstanding

of the business and the external market environment. We also evaluated the analysis by testing the clerical

accuracy and assessed the conclusions reached in the stress and reverse stress test scenarios;

– assessing the plausibility of available options to mitigate the impact of the key risks by comparing them to our

understanding of the Group;

– performing enquires of management and those charged with governance to identify risks or events that may

impact the Group’s ability to continue as a going concern. We also reviewed management’s going concern

paper approved by the Board, minutes of meetings of the Board and the Audit Committee and made enquiries

of management and the Board; and

– assessing the appropriateness of the going concern disclosures by comparing them with management’s

assessment for consistency and for compliance with the relevant reporting requirements.

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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 2025.

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 215 consolidated subsidiaries, including 21 consolidated

structured entities.

– TheGroupauditteambasedinLondonperformedauditproceduresonallbalances

whicharematerialtotheGroupandParentCompanyfinancialstatements.

Key audit

matters

– Valuation of investments in portfolio companies, including investments valued with

reference to net asset value (‘NAV’), and real estate assets (including those held via

fund structures and disposal groups held for sale)

– ValuationofinvestmentsinCollateralisedLoanObligations(‘CLOs’),includingdebt

(senior) and equity (subordinated) tranches and collateral assets held and debt and

equitytranchesissuedbyconsolidatedCLOs

– Calculation and recognition of management and performance fees

Materiality – OverallGroupmaterialityof£25.6mwhichrepresents5%ofnormalisedprofit

beforetax.Normalisedprofitbeforetaxiscalculatedasthesumofthe2024Fund

ManagementCompany’s(‘FMC’)profitbeforetaxandanaverageoftheInvestment

Company(‘IC’)profit/lossbeforetaxforthepastfivefinancialyearsupto31March

2024.OurbasisforcalculatingmaterialityreflectsstakeholderfocusontheGroupas

afundmanagementbusinessandtheyear-on-yearfluctuationswithintheIC’sprofit/

loss before tax resulting from movements in investment valuation gains/losses.

An overview of the scope of the Parent Company and Group audits

Tailoring the scope

Our assessment of audit risk and our evaluation of materiality and our allocation of performance materiality

determine our audit scope for the Group and Parent Company. Taken together, this enables us to form an

opinionontheconsolidatedfinancialstatements.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 Europe, Asia and North America. The audit

scopeoftheselegalentitiesmaynothaveincludedtestingofallsignificantaccountsoftheentity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

TheGrouphasdeterminedthatthemostsignificantfutureimpactsfromclimatechangeonitsoperationswill

be from the adverse effects of the underlying portfolio investments. This is explained on pages 47-64 in the

Task Force for Climate Related Financial Disclosures and on page 41 in the Managing Risk section. All of these

disclosuresformpartofthe‘Otherinformation,’ratherthantheauditedfinancialstatements.Ourprocedures

on these unaudited disclosures therefore consisted solely of considering whether they are materially

inconsistentwiththefinancialstatements,orourknowledgeobtainedinthecourseoftheauditorotherwise

appear to be materially misstated, in line with our responsibilities on ‘Other information’.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s

businessandanyconsequentialmaterialimpactonitsfinancialstatements.

TheGrouphasexplainedintheGeneralInformationandbasisofpreparationsectioninNote1tothefinancial

statements,onpage132,theirarticulationofhowclimatechangehasbeenreflectedinthefinancialstatements,

andhowtheyhavereflectedtheimpactofclimatechangeintheirfinancialstatements.

Ourauditeffortinconsideringtheimpactofclimatechangeonthefinancialstatementswasfocusedon

assessingwhethertheeffectsofclimateriskshavebeenappropriatelyreflectedbymanagementinreaching

their judgements and in relation to the assessment of the fair value of investments and the 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.

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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.

Risk Our response to the risk

Valuation of investments in portfolio companies, including investments valued with

reference to NAV, and real estate assets (including those held via fund structures

and disposal groups 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 £1,964.9m

(2023: £1,368.0m), investments valued with reference to NAV of £575.7m (2023: £633.7m)

and real estate assets of £187.4m (2023: £192.1m) are included in Financial assets at fair value.

Real estate assets of £82.7m (2023: £0.8m) are included in Investment property. Investments

in portfolio companies and real estate assets of £0m (2023: £380.5m) are included in Disposal

groups held for sale.

Refer to the Audit Committee Report (pages 85 - 89); Accounting policies (page 133); and Note 5 and 18

of the Financial Statements (page 141 and 164).

The Group’s investment portfolio contains unquoted debt and equity securities, that are held either directly,

including through joint ventures, or through funds managed by ICG. These investments are held at fair value

throughprofitandloss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’).

For portfolio companies and investments valued with reference to NAV, the Group adopts a valuation

methodology based on the International Private Equity and Venture Capital Valuation Guidelines 2022 (‘IPEV

guidelines’), and in conformity with IFRS 13 — Fair Value Measurements (‘IFRS 13’). The Group predominantly

applieseitheranearnings-basedvaluationtechniqueordiscountedcashflowmodel(‘DCF’)tovalueportfolio

companies.

For real estate assets, the Group adopts a valuation methodology based on the Royal Institution of Chartered

Surveyors (‘RICS’), in conformity with IFRS 13 and IAS 40 — Investment Property (‘IAS 40’). The Group values

real estate assets using various techniques, including but not limited to, capitalisation rate to current net

rent, hardcore, direct capitalisation, and income approach. For certain real estate assets, the Group engages

external valuers to perform valuations.

Owing to the unquoted and illiquid nature of these investments, the assessment of fair valuation is subjective

andrequiresseveralsignificantandcomplexjudgementstobemadebymanagement.Theexitvaluewillbe

determined by the market at the time of realisation and therefore despite the valuation policy adopted and

judgementmadebymanagement,thefinalsalesvaluemaydiffermateriallyfromthevaluationattheyearend.

There is the risk that inaccurate judgement made in the assessment of fair value could lead to the incorrect

valuation of investments in portfolio companies, investments valued with reference to NAV and real estate

assets.Inturn,thiscouldmateriallymisstatethefinancialassetsatfairvalueintheConsolidatedandParent

CompanyStatementsoffinancialposition,andtheNetgainsoninvestmentsintheConsolidatedincome

statement.

Thereisalsoariskthatmanagementmayinfluencethejudgementandestimationinrespectoftheportfolio

companies, investments valued with reference to NAV and real estate asset valuations in order to meet market

expectations of the Group.

We have:

– Obtained an understanding of management’s processes and controls for the valuation of investments in portfolio companies, investments

valued with reference to NAV, and real estate assets (including co-investments or alongside funds managed by ICG) by performing

walkthrough procedures, in which we evaluated the design effectiveness and implementation of controls. This included discussing with

management the valuation governance structure and protocols around their oversight of the valuation process, including the Group

Valuation Committee, as well as reviewing the Group Valuation Committee papers and minutes.

– Compared management’s valuation methodologies to IFRS and the relevant IPEV and RICS guidelines. We sought explanations from

management where there were judgements applied in their application of the guidelines and assessed their appropriateness.

– Onasamplebasis,weagreedkeyinputsinthevaluationmodelstosourcedata,includingportfoliocompanyfinancialinformation.Wealso

performed procedures on key judgements made by management in the calculation of fair value

– performed calculations to assess the appropriateness of discount rates used in DCF valuations, with reference to relevant industry and

market data;

– assessed the suitability of the comparable companies used in the calculation of the earnings multiples;

– challenged management on the applicability and completeness of adjustments made to earnings multiples by obtaining rationale and

supporting evidence for adjustments made; and

– assessedtheappropriatenessoftheportfoliocompanyfinancialinformation,includingbusinessplans,usedinthevaluationandany

relevant adjustments made by obtaining rationale and supporting evidence.

– For a sample of investments valued with reference to NAV, we:

– obtained the most recently available NAV statements from the general partner/administrator and compared the NAV of the investment

attributable to the Group to the valuation per the accounting records;

– where the most recently available capital allocation statements were non-coterminous with the reporting date, obtained details of

anyadjustmentsforcashflowsandfairvaluemadebymanagementandcorroboratedthesetocallanddistributionnoticesandbank

statements;

– where the general partner valuations as set out in the NAV statements had been overridden by management, engaged our valuation

specialists to review the valuations of these investments;

– obtained the underlying fund trial balances for each of the investments in our sample and tested those balances material to the Group

and Parent Company in accordance with the relevant testing threshold (i.e. the underlying investment valuations and other material

balances, e.g. cash);

– obtainedthemostrecentauditedfinancialstatementsoftheunderlyingfundandreviewedtheAuditor’sopiniontoconfirmthatthe

underlyinginvestmentisheldatfairvalueinamannerconsistentwithIFRS13andthattherearenoauditopinionmodificationswhich

would affect the fair value of the investments; and

– inquired of management regarding any potential fair value adjustments as a result of updated information received or observable

marketmovementsandobtainedevidencetoconfirmthesewereimmaterialtotheGroup’sfinancialstatements.

– For a sample of real estate assets, obtained the external valuation reports, where an external valuer is engaged, and assessed their

competence and objectivity.

– With the assistance of our valuations specialists, formed an independent view on the appropriateness of the key assumptions and inputs

used in the valuation of a sample of portfolio companies, investments valued with reference to NAV, and real estate assets, with reference

to relevant industry and market valuation considerations and data points. Through our analysis, including taking into account other

qualitativeriskfactors,suchascompany-specificriskfactors,wederivedarangeofacceptablefairvalues.Wecomparedtheserangesto

management’s fair values and discussed our results with both management and the Audit Committee.

– Checked the mathematical accuracy of the valuation models on a sample basis. We recalculated the unrealised gains/losses on revaluation

of investments impacting the Net gains on investments in the Consolidated income statement.

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Risk Our response to the risk

Valuation of investments in portfolio companies, including investments valued with

reference to NAV, and real estate assets (including those held via fund structures

and disposal groups held for sale) continued

– Considered the impact of climate change throughout our procedures performed on the valuation of portfolio companies, investments

valued with reference to NAV and real estate assets, by challenging whether the valuation methodologies and assumptions used are

appropriate.

– Challenged management to understand the rationale for any material differences between the exit prices of investments realised during

the year and the prior year fair value, to further verify the reasonableness of the current year valuation models and methodology adopted

by management.

– In order to address the residual risk of management override we have performed journal entry testing

Key observations communicated to the Audit Committee

The valuation of investments was found to be materially correct in accordance with UK-adopted international accounting standards and the IPEV or RICS guidelines, respectively.

Based on our procedures performed, we had no material matters to report the Audit Committee.

Risk Our response to the risk

Valuation of investments in Collateralised Loan Obligations (‘CLOs’), debt (senior)

and equity (subordinated) tranches and collateral assets held and debt and equity

tranches issued by consolidated CLOs

In the Consolidated and Parent Company Statements of financial position, the Group’s investments

in CLO debt (senior) of £105.9m (2023: £105.8m) and equity (subordinated debt) tranches of

£19.7m (2023: £7.5m), and investments held by consolidated CLOs of £4,617.5m (2023: £4,669.1m)

are included in Financial assets at fair value. The liabilities held by consolidated CLOs of £4,602.3m

(2023: £4,572.7m) are included in Financial liabilities at fair value.

Refer to the Audit Committee Report (pages 85 - 89); Accounting policies (page 133); and Note 5 of the

Financial Statements (page 141).

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judgementwasrequiredwherethereislimitedmarketactivitytoprovidereliable

observable inputs.

There is the risk that inaccurate judgement made in the assessment of fair value could lead to the incorrect

valuationofinvestmentsinCLOswhichcouldmateriallymisstatetheFinancialassetsandFinancialLiabilities

atfairvalueintheConsolidated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 CLO debt and equity

We have:

– Obtainedanunderstandingofmanagement’sprocessesandcontrolsforthevaluationofCLOsbyperformingwalkthroughprocedures,in

which we evaluated the design effectiveness and implementation of controls;

– Agreed each tranche size to observable market data (i.e., Fitch Ratings);

– Obtained the available observable market prices (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 sub-investment grade debt and equity tranches with the assistance of our

valuation specialists. This included:

– projectingcashflowsusingacashflowmodelandmarket-basedassumptionssuchasdefaultrates;

– estimatingarangeofyieldsbasedoneitherrecenttradedataorcomparableCLOsecurities;

– performingindependentcomparativecalculationsusingthecashflowsandyields;and

– recalculating the unrealised gain/loss on revaluation of investments impacting the Net gains on investments in the Consolidated income

statement.

– Performed journal entry testing in order to address the residual risk of management override.

Consolidated CLOs – collateral assets and debt and equity tranches

We have:

– Obtainedanunderstandingofmanagement’sprocessesandcontrolsfortheconsolidationofCLOsbyperformingwalkthrough

procedures, in which we evaluated the design effectiveness and implementation of controls;

– Agreedconsolidatedbalancesinthefinancialstatementstounderlyingfinancialrecordsmaintainedbythird-partyadministrators

(‘administrator accounts’);

– Obtainedtrusteeconfirmationsforallcollateralassetsandagreedinformationpertheadministratoraccounts(parvalueandmarket

value)totheconfirmations;

– Obtained the available observable market prices (i.e., Markit) and compared it to management’s fair valuations for a sample of collateral

assets;

– Recalculated the accrued interest and fair value of a sample of collateral assets;

– Obtainedtheavailableobservablemarketdata(i.e.,MarkitorRefinitiv)todeterminetheappropriatenessofmanagement’sfairvalue

levelling for a sample of collateral assets;

– Agreed the par value of all debt and equity tranches to observable market data or underlying agreements;

– Recalculated the carrying value of debt tranches with reference to observable coupon rates and recalculated the carrying value of equity

tranches in terms of the priority of payments; and

– Recalculatedtheaccruedinterestexpenseondebttranchesusingmarketcouponrates(Refinitiv)andcomparedtotheadministrator’s

amounts.

Key observations communicated to the Audit Committee

ThevaluationoftheCLOswasfoundtobemateriallycorrectinaccordancewithUK-adoptedinternationalaccountingstandards.

Based on our procedures performed we had no material matters to report to the Audit Committee.

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Risk Our response to the risk

Calculation and recognition of management and performance fees

In the Consolidated income statement, management fees of £552.7m (2023: £481.6m), including

performance fees of £76.2m (2023: £22.4m), are included in Fee and other operating income.

Refer to the Audit Committee Report (pages 85-89); Accounting policies (page 133); and Note 3 of the

Financial Statements (page 134).

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forsomeCLOs.

Due to the manual nature of the process, there is a risk that management fees are incorrectly calculated. There

is also a risk of manual override as processing of journal entries for management fees is performed by ICG.

Performancefeesarecalculatedasacontractualpercentageofafund’sreturn,onceaspecifiedhurdlerateis

expectedtobemet.TheseamountsarespecifiedintheunderlyingcontractbetweenthefundandtheGroup

in its capacity as investment manager. Performance fees are only received when a triggering event, such as a

realisationorrefinancing,occurs.

In respect of performance fees, management must apply judgment in accordance with IFRS 15 – Revenue from

contractswithcustomers(‘IFRS15’)todeterminewhetheritishighlyprobablethatasignificantreversalwill

notoccurinthefuture.Thefollowingareidentifiedasthekeyrisksorjudgementinrespectoftherecognition

of performance fees:

– inappropriate judgement is made by management in the process, including whether a constraint is applied

and in determining the forecast exit dates of underlying investments;

– errors are made in performing complex manual calculations within the model; and

– inappropriate inputs are used by management in the calculations.

TheaccuracyandrecognitionofrevenueisimportanttotheGroup’sfinancialstatements.Stakeholder

expectationsmayplacepressureonmanagementtoinfluencetherecognitionofrevenue.Thismayresultin

overstatement or deferral of revenue to assist in meeting current or future revenue targets or expectations.

We have obtained an understanding of management’s processes and controls for the calculation and recognition of management fees and

performance fees by performing walkthrough procedures, in which we evaluated the design effectiveness and implementation of controls.

Management fees

For a sample of funds, we have:

– agreedthefeetermsusedinthecalculationtothetermsasspecifiedintherelevantlegalagreements,forexampletheinvestment

management agreement or limited partnership agreement;

– validated key inputs, such as committed capital, invested capital or NAV, to supporting evidence;

– tested the arithmetical accuracy of the calculations prepared by ICG or the third-party administrators by performing independent

recalculations;

– traced management fees received during the year to bank statements;

– reconciledtheclosingmanagementfeedebtorintheConsolidatedstatementoffinancialposition;and

– traced the year end debtor balance to post year end bank statements, where received in April 2024, to assess recoverability.

– In order to address the residual risk of management override we have performed journal entry testing.

Performance fees

For a sample of funds, we have:

– agreed contractual terms such as hurdle rates and percentage receivable to underlying legal agreements;

– assessed that the relevant hurdles have been met or are expected to be met within 24 months of the year-end, where performance fees are

being accrued;

– determined the reasonableness of forecast exit dates with reference to our work performed over valuations of the investment portfolio

and our understanding of the investment life cycle;

– verifiedthattheconstraintappliedtoperformancefeerevenuetoberecognisedhasbeenappropriatelyappliedinaccordancewith

management’s IFRS 15 policy;

– tested the arithmetical accuracy of the calculations by performing independent recalculations;

– assessedwhethereachpaymentofperformancefeeswasaresultofatriggeringevent,suchasarealisationorrefinancingandverified

cashflowstobankstatements;and

– reconciledtheclosingperformancefeedebtorinboththeParentCompanyandConsolidatedstatementsoffinancialposition,and

evaluatedtheclassificationofperformancefeesaseithercurrentornon-current,aligningthemwiththerespectivehurdledatesforthe

funds; and

– for funds sitting outside of the performance fee model which fell within our sample (ICG Alternative Credit and ICG Enterprise Trust)

wehavereconciledtheperformancefeerevenuetothe31December2023auditedfundfinancialstatementsandrecalculatedany

performancefeerevenuerecognisedintheperiodfrom1Januaryto31March2024.ICGAustraliaSeniorLoansalsositsoutsidethe

model, we have recalculated the performance fee recognition on the fund to 31 March 2024.

– We compared the performance of the underlying funds used in the performance fee calculations to our understanding of the performance

of the relevant funds’ underlying investments gained through our valuation work.

– We challenged management to understand the rationale for any differences between the performance fee payments received during the

year and the prior year estimates, to further assess the reasonableness of the current year performance fee models and methodology

adopted by management.

– We have considered the impact of climate change on performance fees by challenging the impact on the valuations as outlined in the key

audit matters above.

– In order to address the residual risk of management override we have performed journal entry testing.

Key observations communicated to the Audit Committee

Our procedures covered 83% of non-performance related management fees and 92% of performance-related management fees. Our audit procedures did not identify any material matters regarding the calculation and recognition of management fees and

performance fees. Revenue has been recorded in accordance with UK-adopted international accounting standards.

Based on our procedures performed we had no material matters to report to the Audit Committee.

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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 £25.6m (2023: £21.3m), which is 5% (2023: 5%) of normalised

profitbeforetax.Normalisedprofitbeforetaxiscalculatedasthesumofthe2024FMCprofitbeforetaxand

anaverageoftheICprofit/lossbeforetaxforthepastfivefinancialyearsupto31March2024.Ourbasisfor

calculatingmaterialityreflectsstakeholderfocusontheGroupasafundmanagementbusinessandtheyear-on-

yearfluctuationswithintheIC’sprofit/lossbeforetaxresultingfrommovementsininvestmentvaluationgains/

losses.Webelievethatnormalisedprofitbeforetaxprovidesuswithanappropriatebasisformaterialitydueto

stakeholder focus on the FMC and its contribution to business performance.

We determined materiality for the Parent Company to be £9.0m (2023: £7.8m), which is 1% (2023: 1%) of net

assets.

During the course of our audit, we reassessed initial materiality based on 31 March 2024 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 judgement was that performance materiality was 50% (2023: 50%) of our planning materiality, namely £12.

8m (2023: £10.6m). 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

£1.3 m (2023: £1.1m), 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.

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 light of the knowledge and understanding of the Group and the Parent Company and their environment

obtainedinthecourseoftheaudit,wehavenotidentifiedmaterialmisstatementsintheStrategicReportorthe

Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit

have not been received from branches not visited by us; or

– theParentCompanyfinancialstatementsandthepartoftheDirectors’RemunerationReporttobeaudited

are not in agreement with the accounting records and returns; or

– certaindisclosuresofDirectors’remunerationspecifiedbylawarenotmade;or

– we have not received all the information and explanations we require for our audit.

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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77;

– Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and

why the period is appropriate set out on page 46;

– Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in

operation and meet its liabilities set out on page 77;

– Directors’ statement on fair, balanced and understandable set out on page 82;

– Board’sconfirmationthatithascarriedoutarobustassessmentoftheemergingandprincipalriskssetouton

page 41;

– The section of the Annual Report that describes the review of effectiveness of risk management and internal

control systems set out on page 91;

– The section describing the work of the Audit Committee set out on pages 85 - 89.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 82, the Directors are

responsibleforthepreparationofthefinancialstatementsandforbeingsatisfiedthattheygiveatrueandfair

view,andforsuchinternalcontrolastheDirectorsdetermineisnecessarytoenablethepreparationoffinancial

statements that are free from material misstatement, whether due to fraud or error.

Inpreparingthefinancialstatements,theDirectorsareresponsibleforassessingtheGroupandParent

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the

Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Ourobjectivesaretoobtainreasonableassuranceaboutwhetherthefinancialstatementsasawholearefree

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expectedtoinfluencetheeconomicdecisionsofuserstakenonthebasisofthesefinancialstatements.

Explanation as to what extent the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of

not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from

error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or

through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is

detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged

with governance of the Parent Company and management.

– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group

anddeterminedthatthemostsignificantarethosethatrelatetothereportingframework(UK-adopted

international accounting standards, the Companies Act 2006 and UK Corporate Governance Code) and

relevanttaxcomplianceregulations.Inaddition,weconcludedthattherearecertainsignificantlawsand

regulationswhichmayhaveaneffectonthedeterminationoftheamountsanddisclosuresinthefinancial

statements,beingtheListingRulesoftheUKListingAuthorityandrelevantFinancialConductAuthority

(‘FCA’) rules and regulations.

– We understood how the Group is complying with those frameworks by making enquiries of senior

management,includingtheChiefFinancialOfficer,GeneralCounselandCompanySecretary,GlobalHeadof

Compliance and Risk, Head of Internal Audit and the Chairman of the Audit Committee. We corroborated our

understanding through our review of Board and Audit Committee meeting minutes, papers provided to the

Audit Committee, and correspondence with regulatory bodies.

– Weassessedthesusceptibilityofthe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.

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Other matters we are required to address

– Following the recommendation from the Audit Committee, we were appointed by the Parent Company on 21

July2020toauditthefinancialstatementsforitselfandonbehalfoftheGroupfortheyearending31March

2021andsubsequentfinancialperiods.Ourappointmentasauditorwasapprovedbyshareholdersatthe

Annual General Meeting on 21 July 2020.

– The period of total uninterrupted engagement including previous renewals and reappointments is four years,

covering the years ended 31 March 2021 to 31 March 2024.

– The audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of

Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent

Company’s members those matters we are required to state to them in an auditor’s report and for no other

purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than

the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the

opinions we have formed.

Ashley Coups (Senior statutory auditor)

forandonbehalfofErnst&YoungLLP,StatutoryAuditor

London

27 May 2024

Independent auditor’s report to the members of Intermediate Capital Group plc continued

Consolidated income statement

For the year ended 31 March 2024

		Year ended	Year ended
		31 March 2024	31 March 2023
	Notes	£m	£m
Fee and other operating income	3	554.8	483.6
Finance loss	5	(10. 5)	(17 . 1)
Net gains on investments	9	405.3	172. 5
Total Revenue		949 .6	639 .0
Other income	8	21.6	15. 5
Finance costs	10	(49.5)	(64.6)
Administrative expenses	11	(390. 5)	(343. 3)
Share of results of joint ventures accounted for using the equity method	29	(0.4)	4.4
Profit before tax from continuing operations		530.8	251.0
Tax charge	13	(62.4)	(29 .4)
Profit after tax from continuing operations		468.4	221.6
Profit/(loss)aftertaxondiscontinuedoperations	28	6.0	56.8
Profit for the year		47 4.4	278.4
Attributable to:
Equity holders of the parent		473.4	280.6
Non-controlling interests		1.0	(2.2)
		47 4.4	278.4
Earnings per share attributable to ordinary equity
holders of the parent
Basic (pence)	15	165.5p	98.2p
Diluted (pence)	15	162. 1p	97 .0p
Earnings per share for profit from continuing operations
attributable to ordinary equity holders of the parent
Basic (pence)	15	163.4p	77 .6p
Diluted (pence)	15	160. 1p	76.6p

Theaccompanyingnotes1to33areanintegralpartofthesefinancialstatements.

Consolidated statement of comprehensive income

For the year ended 31 March 2024

		Year ended	Year ended
		31 March 2024	31 March 2023
Group	Notes	£m	£m
Profitaftertax		47 4.4	278.4
Items that may be subsequently reclassified to profit or loss if specific conditions are met
Exchange differences on translation of foreign operations		(4.6)	1 9. 5
Deferred tax on equity investments translation		(0.2)	3 .9
Total comprehensive income for the year		469 .6	301.8
Attributable to:
Equity holders of the parent		468.6	304.0
Non-controlling interests		1.0	(2.2)
		469 .6	301.8

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Consolidated statement of financial position

As at 31 March 2024

		31 March 2024	31 March 2023
		Group	Group
	Notes	£m	£m
Non-current assets
Intangible assets	16	15.0	1 4 .9
Property, plant and equipment	17	79 .2	88.2
Investment property	18	82.7	0.8
Investment in Joint Venture accounted for under the equity method	29	–	5.8
Trade and other receivables	19	36. 1	3 7. 1
Financial assets at fair value	5	7 ,391.5	7 ,036.6
Derivativefinancialassets	5	4 .9	8 .4
Deferred tax asset	13	36.4	17 .6
		7 ,645.8	7 ,209 . 4
Current assets
Trade and other receivables	19	389 .6	232.0
Current tax debtor		1 9.1	57 .0
Financial assets at fair value	5	73.2	4.7
Derivativefinancialassets	5	4.4	13.6
Cash and cash equivalents	6	990.0	957.5
		1,476.3	1,264.8
Assets of disposal groups held for sale	28	–	578.3
Total assets		9 , 122.1	9,052.5

		31 March 2024	31 March 2023
		Group	Group
	Notes	£m	£m
Non-current liabilities
Trade and other payables	20	66.0	71.1
Financial liabilities at fair value	5, 7	4,602. 3	4, 572.7
Financial liabilities at amortised cost	7	1, 197 .0	1,478.2
Otherfinancialliabilities	7	99.2	79 .6
Derivativefinancialliabilities	5, 7	–	0 .9
Deferred tax liabilities	13	22.4	35. 5
		5, 986. 9	6,238.0
Current liabilities
Trade and other payables	20	529 .2	471. 4
Current tax creditor		37 .8	14.8
Financial liabilities at amortised cost	7	250.4	58. 5
Otherfinancialliabilities	7	8 .9	5.8
Derivativefinancialliabilities	5, 7	9. 2	14.8
		835. 5	565.3
Liabilitiesofdisposalgroupsheldforsale	28	–	204.0
Total liabilities		6,822.4	7 ,007 .3
Equity and reserves
Called up share capital	22	7 7. 3	7 7. 3
Share premium account	22	181. 3	180.9
Other reserves		55.8	19 .0
Retained earnings		1,987 . 5	1,7 42.6
Equity attributable to owners of the Company		2,301.9	2,019 .8
Non-controlling interest		(2.2)	25.4
Total equity		2,299 .7	2,045.2
Total equity and liabilities		9, 122. 1	9,052.5

Theaccompanyingnotes1to33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 27 May 2024 and were signed on its behalf by:

Benoît Durteste David Bicarregui

Chief Executive Officer Chief Financial Officer

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Consolidated statement of cash flows

For the year ended 31 March 2024

		Year ended	Year ended
		31 March 2024	31 March 2023
		Group	Group
	Notes	£m	£m
Cash flows generated from operations		297 .1	324.0
Taxes paid		(41.2)	(32.4)
Net cash flows from operating activities	31	255.9	291.6
Investing activities
Purchase of intangible assets	16	(6. 3)	(4.7)
Purchase of property, plant and equipment	17	(3.2)	(6. 5)
Netcashflowfromderivativefinancialinstruments		31. 5	(58.8)
Cashflowasaresultofchangeincontrolofsubsidiary		4 9. 5	200.8
Net cash flows from investing activities		71. 5	130.8
Financing activities
Purchase of own shares	23	–	(38.9)
Payment of principal portion of lease liabilities	7	(8.4)	(6.8)
Repayment of long-term borrowings		(50.7)	(194.6)
Dividends paid to equity holders of the parent	14	(223. 4)	(236. 4)
Net cash flows used in financing activities		(282. 5)	(476.7)
Net increase/(decrease) in cash and cash equivalents		44. 9	(54.3)
Effects of exchange rate differences on cash and cash equivalents		(12.4)	20.0
Cash and cash equivalents at 1 April	6	957.5	991.8
Cash and cash equivalents at 31 March	6	990.0	957.5

The Group’s cash and cash equivalents include £362.6m (2023: £407.5m) of restricted cash held principally by structured entities controlled by the Group (see note 6).

Theaccompanyingnotes1to33areanintegralpartofthesefinancialstatements.

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Consolidated statement of changes in equity

For the year ended 31 March 2024

				Other reserves
				Share-based		Foreign
	Share	Share	Capital	payments	Own	currency			Non-
	capital	premium	redemption	reserve	shares	translation	Retained		controlling	Total
	(note 22)	(note 22)	reserve	(note 24)	(note 23)	reserve2	earnings	Total	interest	equity
Group	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 April 2023	7 7. 3	180.9	5.0	73. 3	(103. 4)	44. 1	1,7 42.6	2,019 .8	25.4	2,045.2
Profitaftertax	–	–	–	–	–	–	473.4	473. 4	1.0	474 .4
Exchange differences on translation of foreign operations	–	–	–	–	–	(4 .6)	–	(4.6)	–	(4.6)
Deferred tax on equity investments translation	–	–	–	–	–	(0.2)	–	(0.2)	–	(0.2)
Total comprehensive income/(expense) for the year	–	–	–	–	–	(4.8)	473.4	468.6	1.0	469 .6
Adjustment of non-controlling interest on disposal of subsidiary	–	–	–	–	–	–	–	–	(28.6)	(28.6)
Issue of share capital	0.0	–	–	–	–	–	–	0.0	–	0.0
Options/awards exercised	–	0 .4	–	(33.7)	24.2	–	(5.1)	(14.2)	–	(14.2)
Tax on options/awards exercised	–	–	–	7. 2	–	–	–	7. 2	–	7. 2
Credit for equity settled share schemes	–	–	–	43. 9	–	–	–	43. 9	–	43.9
Dividends paid (note 14)	–	–	–	–	–	–	(223. 4)	(223.4)	–	(223.4)
Balance at 31 March 2024	7 7. 3	181. 3	5.0	90.7	(79 .2)	3 9. 3	1,987.5	2,301.9	(2.2)	2,299.7

				Other reserves
				Share-based		Foreign
	Share	Share	Capital	payments	Own	currency			Non-
	capital	premium	redemption	reserve	shares	translation	Retained		controlling	Total
	(note 22)	(note 22)	reserve	(note 24)	(note 23)	reserve	earnings	Total	interest	equity
Group	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 April 2022	7 7. 3	180. 3	5.0	6 7. 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	–	–	–	–	–	1 9. 5	–	1 9. 5	–	1 9. 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	–	–	–	3 9. 5	–	–	–	3 9. 5	–	3 9. 5
Dividends paid (note 14)	–	–	–	–	–	–	(236.4)	(236. 4)	–	(236.4)
Balance at 31 March 2023	7 7. 3	180.9	5.0	73. 3	-103.4	44. 1	1742.6	2019.8	25.4	2045.2

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.

Theaccompanyingnotes1to33areanintegralpartofthesefinancialstatements.

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Parent company statement of financial position

For the year ended 31 March 2024

Notes

31 March 2024

Company

£m

31 March 2023

Company

£m

Non-current assets

Intangible assets 16 9.7 9.2

Property, plant and equipment 17 39.0 44.0

Investment in subsidiaries 27 1,919.4 1,868.9

Trade and other receivables 19 758.7 766.3

Financial assets at fair value 5 243.0 288.7

Derivativefinancialassets 5 4.9 8.4

2,974.7 2,985.5

Current assets

Trade and other receivables 19 37. 3 210.5

Current tax debtor 40.4 35.3

Derivativefinancialassets 5 4.4 13.6

Cash and cash equivalents 6 464.4 409.8

546.5 669.2

Total assets 3,521.2 3,654.7

Notes

31 March 2024

Company

£m

31 March 2023

Company

£m

Non-current liabilities

Trade and other payables 20 0.3 71.3

Financial liabilities at amortised cost 7 1,197.0 1,478.2

Otherfinancialliabilities 7 34.9 39.3

Derivativefinancialliabilities 5, 7 – 0.9

Deferred tax liabilities 13 7.7 2.9

1,239.9 1,592.6

Current liabilities

Trade and other payables 20 1,120.8 1,158.7

Financial liabilities at amortised cost 7 250.4 58.5

Otherfinancialliabilities 7 4.4 4.3

Derivativefinancialliabilities 5, 7 9.2 14.8

1,384.8 1,236.3

Total liabilities 2,624.7 2,828.9

Equity and reserves

Called up share capital 22 77. 3 77. 3

Share premium account 22 181.3 180.9

Other reserves 54.7 44.5

Retained earnings 583.2 523.1

Equity attributable to owners of the Company 896.5 825.8

Total equity 896.5 825.8

Total equity and liabilities 3,521.2 3,654.7

TheParentCompany’stotalprofitfortheyearwas£283.5m(2023:Profitof£109.5m).

Theaccompanyingnotes1to33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 27 May 2024 and were signed on its behalf by:

Benoît Durteste David Bicarregui

ChiefExecutiveOfficer ChiefFinancialOfficer

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Parent company statement of cash flows

For the year ended 31 March 2024

Notes

Year ended

31 March 2024

Company

£m

Year ended

31 March 2023

Company

£m

Cash flows used in operations (136.8) (314.3)

Taxes paid (24.2) (20.8)

Net cash flows used in operating activities 31 (161.0) (335.1)

Investing activities

Purchase of intangible assets 16 (6.2) (3.6)

Purchase of property, plant and equipment 17 (0.6) (0.7)

Netcashflowfromderivativefinancialinstruments 31.4 (58.8)

Cash paid in respect of Group investing activities (acquisition of long-term assets) (369.1) (216.6)

Cash received in respect of Group investing activities (proceeds from long-term assets) 505.2 109.5

Advances to subsidiaries (7.2) (147.7)

Receipts from subsidiaries 4.1 –

Net cash flows from/(used) in investing activities 157.6 (317.9)

Financing activities

Payment of principal portion of lease liabilities 7 (5.8) (4.1)

Repayment of long-term borrowings (50.7) (194.6)

Dividends paid to equity holders of the parent 14 (223.4) (236.4)

Advances received from subsidiaries 560.9 483.2

Repayment of amounts owed to subsidiaries (373.0) (239.7)

Advances received from subsidiaries (receipts of proceeds from long-term assets) 149.3 543.8

Net cash flows from financing activities 57. 3 352.2

Net increase/(decrease) in cash and cash equivalents 53.9 (300.8)

Effects of exchange rate differences on cash and cash equivalents 0.7 3.5

Cash and cash equivalents at 1 April 6 409.8 707.1

Cash and cash equivalents at 31 March 6 464.4 409.8

Theaccompanyingnotes1to33areanintegralpartofthesefinancialstatements.

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Parent company statement of changes in equity

For the year ended 31 March 2024

Company

capital

(note 22)

£m

premium

(note 22)

£m

Other reserves

Retained

earnings

£m

Total

equity

£m

Capital

redemption

reserve

£m

Share-based

payments reserve

(note 24)

£m

Own

(note 23)

£m

Balance at 1 April 2023 77. 3 180.9 5.0 60.8 (21.3) 523.1 825.8

Profitaftertax – – – – – 283.5 283.5

Total comprehensive income for the year 283.5 283.5

Issue of share capital 0.0 – – – – – –

Options/awards exercised – 0.4 – (33.7) – – (33.3)

Credit for equity settled share schemes – – – 43.9 – – 43.9

Dividends paid (note 14) – – – – – (223.4) (223.4)

Balance at 31 March 2024 77. 3 181.3 5.0 71.0 (21.3) 583.2 896.5

Company

capital

(note 22)

£m

premium

(note 22)

£m

Other reserves

Retained

earnings

£m

Total

equity

£m

Capital

redemption

reserve

£m

Share-based

payments reserve

(note 24)

£m

Own

(note 23)

£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 0.0 – – – – – –

Options/awards exercised – 0.6 – (31.3) – – (30.7)

Credit for equity settled share schemes – – – 39.5 – – 39. 5

Dividends paid (note 14) – – – – – (236.4) (236.4)

Balance at 31 March 2023 77. 3 180.9 5.0 60.8 (21.3) 523.1 825.8

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.

Theaccompanyingnotes1to33areanintegralpartofthesefinancialstatements.

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Notes to the financial statements

1. General information and basis of preparation

General information

Intermediate Capital Group plc (the ‘Parent Company’, ‘Company’ or ‘ICG plc’) is a public company limited

by shares, incorporated, domiciled and registered in England and Wales under the Companies Act, with

the company registration number 02234775. The registered office is Procession House, 55 Ludgate Hill,

New Bridge Street, London EC4M 7JW.

The consolidated financial statements for the year to 31 March 2024 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 and investment property that are measured at fair value through

profit and loss at the end of the reporting period, as detailed in note 5 and note 18, respectively, and certain

investments in associates and joint ventures held for venture capital purposes, as detailed in note 29.

In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates

and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other

sources. The estimates and associated assumptions are based on historical experience and other factors

that are considered to be relevant. Actual results may differ from these estimates.

The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision affects only

that period, or in the period of the revision and future periods if the revision affects both current and future

periods. Details of the critical judgements made, and key sources of estimation uncertainty, are included

in note 1 and in the note to which the critical judgement or source of estimation uncertainty relates.

In preparing the financial statements, the Directors have considered the impact of potential climate-related

risks on a number of key estimates within the financial statements, including:

– the valuation of financial assets; and

– the application of the Group’s revenue recognition policy, primarily the impact on the net asset value

(‘NAV’) of funds on which performance-related fees are generated.

Overall, the Directors concluded that climate-related risks do not have a material impact on the financial

reporting judgements and estimates in the current year. This reflects the conclusion that climate change is not

expected to have a significant impact on the Group’s short-term cash flows including those considered in the

going concern and viability assessments.

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 of the investee, exposure to variable returns from the investee,

and the ability to affect those returns through its power over the investee.

The assessment of control is based on all relevant facts and circumstances and the Group reassesses

its conclusion if there is an indication that there are changes in facts and circumstances. Subsidiaries are

included in the consolidated financial statements from the date that control commences, until the date that

control ceases. See note 27 which lists the Group’s subsidiaries and controlled structured entities.

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

and 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.

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1. General information and basis of preparation continued

Key accounting judgements and estimates in the application of accounting policies

Key accounting judgements

In preparing the financial statements, apart from those involving estimations, two key accounting judgements

have been made by the Directors in the application of the Group’s accounting policies which have the most

significant effect on the amounts recognised in the consolidated financial statements:

i. The Group’s assessment as to whether it controls certain investee entities, including third-party funds

and carried interest partnerships, and is therefore required to consolidate the investee, as detailed above.

The Group’s assessment of this critical judgement is discussed further in note 27.

ii. The application of the Group’s revenue recognition policy in respect of the performance fee component of

management fees. Judgement is primarily applied in considering the timings of when expected performance

conditions will be met and the appropriate constraint to be applied. The Group’s assessment of this key

accounting judgement is discussed further in note 3.

Key sources of estimation uncertainty

The key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing a

material adjustment to the carrying amounts of assets and liabilities within the next financial year, results from

the Group’s assessment of fair value of its financial assets and liabilities (discussed further in note 5 and note

7) and the impact of this assessment on trade and other payables related to the Deal Vintage Bonus (‘DVB’)

– see notes 12 and 20.

Key accounting judgements and the Group’s assessment of fair value of its financial assets and liabilities are

reviewed by the Audit Committee during the year and its involvement in the process is included in its report

on page 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 financial statements are prepared on a going concern basis, as the Board is satisfied that the Group

have the resources to continue in business for a period of at least 18 months from approval of the financial

statements.

In assessing the Group’s ability to continue in its capacity as a going concern, the Board considered a wide

range of information relating to present and future projections of profitability and liquidity. The assessment

also incorporates internally generated stress tests, including reverse stress testing, on key areas including

fund performance risk and external environmental risk. The stress tests used were based upon an assessment

of reasonably possible downside economic scenarios that the Group could be exposed to. Further information

can be found in the Viability Statement on page 46.

The review showed the Group has sufficient liquidity in place to support its business operations for the

foreseeable future. Accordingly, the Directors have a reasonable expectation the Group has resources to

continue as a going concern to 30 November 2025, an 18 month period from the date of approval of the

financial statements.

2. Changes in accounting policies and disclosures

New and amended standards and interpretations

The new and amended standards and interpretations that are issued, but not yet effective, up to the date

of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these

standards, if applicable, when they become effective. These new standards are not expected to have a

material impact on the Group. No new standard implemented during the year had a material impact on the

Group financial statements.

		Accounting periods
IFRS/IAS		commencing on or after
IAS 12	International Tax Reform - Pillar Two Model Rules	1 January 2024
IAS 1	Classification of Liabilities as Current or Non-current	1 January 2024
IAS 1	Non-current Liabilities with Covenants	1 January 2024
IFRS 16	Lease Liability in a Sale and Leaseback	1 January 2024
IAS 7 and IFRS 7	Supplier finance arrangements	1 January 2024

Changes in material accounting policy information

No changes to material accounting policies were implemented.

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Notes to the financial statements continued

3. Revenue

Revenue and its related cash flows, within the scope of IFRS 15 ‘Revenue from Contracts with Customers’, are

derived from the Group’s fund management company activities and are presented net of any consideration

payable to a customer in the form of rebates. The significant components of the Group’s fund management

revenues are as follows:

	Year ended	Year ended
	31 March 2024	31 March 2023
Type of contract/service	£m	£m
Management fees	552.7	481.6
Other income	2.1	2.0
Fee and other operating income	554.8	483.6

1. Included within management fees is £76.2m (2023: £22.4m) 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 of £476.5m (2023: £459.2m) 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 £76.2m (2023:

£22.4m) 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.

Key accounting judgement

A key judgement for the Group is whether performance fees will meet their expected performance conditions

within the expected timeframes. The Group bases its assessment on the best available information pertaining to

the funds and the activity of the underlying assets within that fund. The valuation of the underlying assets within

a fund will be subject to fluctuations in the future, including the impact of macroeconomic factors outside the

Group’s control. The information on which this judgement is based is the liquidation NAV of the relevant funds

(which are subject to annual audit).

The Directors base their projected views on a 24-month look-forward basis, the ‘forecast period’, from the year

end. The Directors believe they have a reasonable basis on which to judge expected exits and value within a

24-month horizon, but not beyond that.

Within this forecast period, the Directors will consider funds that have either reached their hurdle rate or are

expected to reach the hurdle rate in the forecast period. In determining whether a fund is expected to reach

the hurdle rate, the key inputs are the latest expected repayment dates of the underlying assets and expected

proceeds on realisation, as approved by the Fund Investment Committees.

Where the hurdle date is expected to be reached within 24 months of the year end but performance fees

are not yet paid, a constraint will be applied within the determination of the performance fee receivable.

Application of the constraint limits the revenue recognised. This is assessed on a case-by-case basis.

The weighted-average constraint at the reporting date is 56% (2023: 43%). If the average constraint were to

increase by 10 percentage points to 66% (2023: 53%) this would result in a reduction in revenue of £15.88m

(2023: £1.13m). Conversely, a 10% decrease in constraint would result in an increase in revenue of £15.88m

(2023: £1.13m) being recognised in the income statement. In certain limited circumstances performance fees

received may be subject to clawback provisions if the performance of the fund deteriorates materially following

the receipt of performance fees.

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4. Segmental reporting

For management purposes, the Group is organised into two operating segments, the Fund Management Company (‘FMC’) and the Investment Company (‘IC’) which are also reportable segments. In identifying the Group’s

reportable segments, management considered the basis of organisation of the Group’s activities, the economic characteristics of the operating segments, and the type of products and services from which each reportable

segment derives its revenues. Total reportable segment figures are alternative performance measures (‘APM’).

The Executive Directors, the chief operating decision makers, monitor the operating results of the FMC and the IC for the purpose of making decisions about resource allocation and performance assessment. The Group does

not aggregate the FMC and IC as those segments do not have similar economic characteristics. Information about these segments is presented below.

The FMC earns fee income for the provision of investment management services and 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 also recognises the fair value movement on any

hedging derivatives. The costs of finance, treasury and legal teams, and other Group costs primarily related to being a listed entity, are allocated to the IC. The remuneration of the Executive Directors is allocated equally to the

FMC and the IC.

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

		Year ended 31 March 2024			Year ended 31 March 2023
			Reportable			Reportable
	FMC	IC	segments Total	FMC	IC	segments Total
	£m	£m	£m	£m	£m	£m
External fee income	579.1	–	579.1	501.0	2.6	503.6
Inter-segmental fee	25.0	(25.0)	–	25.0	(25.0)	–
Other operating income	0.9	1.0	1.9	0.5	1.7	2.2
Fund management fee income	605.0	(24.0)	581.0	526.5	(20.7)	505.8
Net investment returns	–	379.3	379.3	–	102.3	102.3
Dividend income	47.0	–	47.0	40.2	–	40.2
Net fair value (loss)/gain on derivatives	–	(7.3)	(7.3)	(26.8)	16.8	(10.0)
Total revenue	652.0	348.0	1,000.0	539.9	98.4	638.3
Interest income	–	21.5	21.5	–	13.9	13.9
Interest expense	(2.2)	(45.8)	(48.0)	(2.2)	(61.8)	(64.0)
Staff costs	(101.0)	(21.4)	(122.4)	(85.0)	(20.0)	(105.0)
Incentive scheme costs	(113.3)	(58.6)	(171.9)	(92.2)	(59.6)	(151.8)
Other administrative expenses	(61.0)	(20.4)	(81.4)	(49.8)	(23.5)	(73.3)
Profit before tax and discontinued operations	374.5	223.3	597.8	310.7	(52.6)	258.1

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

Included in the following tables within Consolidated entities are statutory adjustments made to the following. The impact of these adjustments on profit before tax is shown in the table on the following page:

– All income generated from the balance sheet investment portfolio is presented as net investment returns for Reportable segments purposes, under UK-adopted IAS it is presented within gains on investments and other

operating income.

– Structured entities controlled by the Group are presented as fair value investments for Reportable segments, these entities are consolidated under UK-adopted IAS within Consolidated entities.

– Seed investments are presented as current financial assets for Reportable segments, these assets are presented under UK-adopted IAS as current financial assets, non-current financial assets or investment property

within Consolidated entities.

– Other adjustments necessary to comply with UK-adopted IAS, including in respect of a fair value gain of £60m recognised in FY23 within Consolidated entities and subsequently recognised in FY24 within Reportable

segments as this asset is now expected to be sold to a third party and not transferred to a fund.

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Notes to the financial statements continued

4. Segmental reporting continued

Consolidated income statement

		Year ended 31 March 2024			Year ended 31 March 2023
	Reportable	Consolidated	Financial	Reportable	Consolidated	Financial
	segments	entities	statements	segments	entities	statements
	£m	£m	£m	£m	£m	£m
Fund management fee income	579.1	(26.4)	552.7	503.6	(22.0)	481.6
Other operating income	1.9	0.2	2.1	2.2	(0.2)	2.0
Fee and other income	581.0	(26.2)	554.8	505.8	(22.2)	483.6
Dividend income	47.0	(47.0)	–	40.2	(40.2)	–
Net fair value loss on derivatives	(7.3)	(3.2)	(10.5)	(10.0)	(7.1)	(17.1)
Finance income/(loss)	39.7	(50.2)	(10.5)	30.2	(47.3)	(17.1)
Net investment returns/gains on investments	379.3	26.0	405.3	102.3	70.2	172.5
Total revenue	1,000.0	(50.4)	949.6	638.3	0.7	639.0
Other income	21.5	0.1	21.6	13.9	1.6	15.5
Finance costs	(48.0)	(1.5)	(49.5)	(64.0)	(0.6)	(64.6)
Staff costs	(122.4)	–	(122.4)	(105.0)	(0.1)	(105.1)
Incentive scheme costs	(171.9)	–	(171.9)	(151.8)	0.2	(151.6)
Other administrative expenses	(81.4)	(14.8)	(96.2)	(73.3)	(13.3)	(86.6)
Administrative expenses	(375.7)	(14.8)	(390.5)	(330.1)	(13.2)	(343.3)
Share of results of joint ventures accounted for using equity method	–	(0.4)	(0.4)	–	4.4	4.4
Profit before tax and discontinued operations	597.8	(67.0)	530.8	258.1	(7.1)	251.0
Tax charge	(78.5)	16.1	(62.4)	(28.8)	(0.6)	(29.4)
Profit after tax from discontinued operations	–	6.0	6.0	–	56.8	56.8
Profit after tax and discontinued operations	519.3	(44.9)	474.4	229.3	49.1	278.4

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Consolidated statement of financial position

		2024			2023
	Reportable	Consolidated	Financial	Reportable	Consolidated	Financial
	segments	entities	statements	segments	entities	statements
Year ended 31 March 2024	£m	£m	£m	£m	£m	£m
Non-current financial assets	2,713.7	4,682.7	7,396.4	2,642.2	4,402.8	7,045.0
Other non-current assets	166.5	82.9	249.4	158.4	6.0	164.4
Cash	627.4	362.6	990.0	550.0	407.5	957.5
Current financial assets	366.6	(289.0)	77.6	282.4	(264.1)	18.3
Other current assets	299.1	109.6	408.7	243.7	623.6	867.3
Total assets	4,173.3	4,948.8	9,122.1	3,876.7	5,175.8	9,052.5
Non-current financial liabilities	1,266.4	4,632.1	5,898.5	1,558.0	4,573.4	6,131.4
Other non-current liabilities	87. 3	1.1	88.4	104.5	2.1	106.6
Current financial liabilities	268.4	0.1	268.5	79.1	–	79.1
Other current liabilities	255.8	311.2	567.0	157.7	532.5	690.2
Total liabilities	1,877.9	4,944.5	6,822.4	1,899.3	5,108.0	7,007.3
Equity	2,295.4	4.3	2,299.7	1,977.4	67.8	2,045.2
Total equity and liabilities	4,173.3	4,948.8	9,122.1	3,876.7	5,175.8	9,052.5

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Notes to the financial statements continued

4. Segmental reporting continued

Consolidated statement of cash flows

		2024
	Reportable	Consolidated	Financial
	segments	entities	Statements
	£m	£m	£m
Profit/(loss) before tax from continuing operations	597.8	(67.0)	530.8
Adjustments for non-cash items:
Fee and other operating (income)/expense	(581.0)	26.2	(554.8)
Net investment returns	(379.3)	(26.0)	(405.3)
Net fair value (gain)/loss on derivatives	(23.5)	0.7	(22.8)
Impact of movement in foreign exchange rates	30.9	2.4	33.3
Interest income	(68.5)	46.9	(21.6)
Interest expense	48.0	1.5	49.5
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets	18.0	–	18.0
Share-based payment expense	43.9	–	43.9
Working capital changes:
Increase in trade receivables	(8.5)	(80.2)	(88.7)
Increase/(decrease) in trade and other payables	50.5	(68.2)	(17.7)
	(271.7)	(163.7)	(435.4)
Proceeds from sale of current financial assets and disposal groups held for sale	319.2	–	319.2
Purchase of current financial assets and disposal groups
held for sale	(312.1)	–	(312.1)
Purchase of investments	(322.5)	(1,407.2)	(1,729.7)
Proceeds from sales and maturities of investments	403.0	1,830.1	2,233.1
Redemption of CLO notes1	–	(389.1)	(389.1)
Interest and dividend income received	122.2	372.0	494.2
Fee and other operating income received	492.0	4.4	496.4
Interest paid	(49.3)	(330.2)	(379.5)
Cash flow generated from/(used in) operations	380.8	(83.7)	297.1
Taxes paid	(41.2)	–	(41.2)
Net cash flows from/(used in) operating activities	339.6	(83.7)	255.9

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

1. The prior period has been re-presented to separately disclose the gross amounts of issuance and redemption of CLO notes,

previously included within the “Purchase of Investment” and “Proceeds from sales and maturities of investments” lines respectively.

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		2023
	Reportable	Consolidated	Financial
	segments	entities	Statements
	£m	£m	£m
Profit/(loss) before tax from continuing operations	258.1	(7.1)	251
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, plant, equipment and intangible assets	18.2	–	18.2
Share-based payment expense	39.5	0	39. 5
Change in disposal groups held for sale	–	(8.8)	(8.8)
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)
	(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)	(920.8)	(1,374.6)
Proceeds from sales and maturities of investments	689.4	1,032.4	1,721.8
Issuance of CLO notes1	–	0.4	0.4
Redemption of CLO notes1	–	(45.6)	(45.6)
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

		2023
	Reportable	Consolidated	Financial
	segments	entities	Statements
	£m	£m	£m
Investing activities
Purchase of intangible assets	(4.7)	–	(4.7)
Purchase of property, plant and equipment	(6.5)	–	(6.5)
Net cash flow from derivative financial instruments	(58.8)	–	(58.8)
Cash flow 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

1. The prior period has been re-presented to separately disclose the gross amounts of issuance and redemption of CLO notes,

previously included within the “Purchase of Investment” and “Proceeds from sales and maturities of investments” lines respectively.

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Notes to the financial statements continued

4. Segmental reporting continued

Geographical analysis of non-current assets

Asset Analysis by Geography

	Year ended	Year ended
	31 March 2024	31 March 2023
	£m	£m
Europe (including UK)	132.5	116.4
Asia Pacific	62.5	7.3
North America	54.4	40.7
Total	249.4	164.4

Geographical analysis of Group revenue

	Year ended	Year ended
	31 March 2024	31 March 2023
Income Analysis by Geography	£m	£m
Europe (including UK)	726.5	415.3
Asia Pacific	87.2	58.6
North America	135.9	165.1
Total	949.6	639.0

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5. Financial assets and liabilities

Accounting policy

Financial assets

Financial assets can be classified into the following categories: Amortised Cost, Fair Value Through Profit and Loss (‘FVTPL’) and Fair Value Through Other Comprehensive Income (‘FVOCI’). The Group has classified

all invested financial assets as FVTPL.

Financial assets at FVTPL are initially recognised and subsequently measured at fair value. 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 147.

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.

Fair value measurements recognised in the statement of financial position

The information set out below provides information about how the Group and Company determines fair values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree

to which the fair value is observable.

– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities

– Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or

indirectly (i.e. derived from prices)

– Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)

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5. Financial assets and liabilities continued

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

		As at 31 March 2024				As at 31 March 2023
	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	5.7	3.6	2,300.7	2,310.0	7.2	1.8	2,144.3	2,153.3
Consolidated CLOs and credit funds	–	4,154.9	462.6	4,617.5	–	4,101.4	567.7	4,669.1
Derivative assets	–	9.3	–	9.3	–	22.0	–	22.0
Investment in private companies	–	–	401.7	401.7	–	–	100.4	100.4
Investment in public companies	4.5	–	–	4.5	5.1	–	–	5.1
Non-consolidated CLOs and credit funds	–	111.3	19.7	131.0	–	105.8	7. 5	113.3
Disposal groups held for sale	–	–	–	–	–	–	163.2	163.2
Total financial assets	10.2	4,279.1	3,184.7	7,474.0	12.3	4,231.0	2,983.1	7,226.4
Financial liabilities
Liabilities of consolidated CLOs and credit funds	–	(4,415.6)	(186.7)	(4,602.3)	–	(4,508.0)	(64.7)	(4,572.7)
Derivative liabilities	–	(9.2)	–	(9.2)	–	(15.7)	–	(15.7)
Disposal groups held for sale	–	–	–	–	–	–	–	–
Total financial liabilities	–	(4,424.8)	(186.7)	(4,611.5)	–	(4,523.7)	(64.7)	(4,588.4)

1. Level 3 investments in or alongside managed funds includes £1,212.3m Corporate Investments & US Mid Market, £517.9m Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences, £58.2m Senior Debt Partners, £82.1m North America Credit Partners, £399.6m real estate

funds, and £16.8m credit funds.

2. Level 3 Investment in private companies includes £359.9m subordinated debt and equity (2023: £91.3m) and £41.8m of real estate funds (2023: £9.1m), including assets reclassified from Disposal groups held for sale.

3. Total financial assets correspond to the sum of non-current and current financial assets at fair value and the sum of non-current and current financial derivatives on the face of the balance sheet.

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Fair value hierarchy

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

		As at 31 March 2024				As at 31 March 2023
	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	5.8	–	128.3	134.1	7.2	–	171.6	178.8
Derivative assets	–	9.3	–	9.3	–	22.0	–	22.0
Investment in private companies	–	–	87.1	87.1	–	–	86.1	86.1
Senior and subordinated notes of CLO vehicles	–	–	21.8	21.8	–	–	23.8	23.8
Total assets	5.8	9.3	237.2	252.3	7.2	22.0	281.5	310.7
Financial Liabilities
Derivative liabilities	–	9.2	–	9.2	–	15.7	–	15.7
Total liabilities	–	9.2	–	9.2	–	15.7	–	15.7

Valuations

Valuation process

The Group Valuation Committee (‘GVC’) is responsible for reviewing and concluding on the fair value of the Group’s balance sheet investment positions in accordance with the Group’s Valuation Policy. This includes

consideration of the valuations received from the underlying funds. The GVC reviews its fair values on a quarterly basis and reports to the Audit Committee semi-annually. The GVC is independent of the boards of directors

of the funds, and no member of the GVC is a member of either the Group’s investment teams or fund Investment Committees (‘ICs’).

The ICs are responsible for the review, challenge, and approval of the underlying funds’ valuations of their assets. Sources of the valuation reviewed by the ICs include the ICG investment team, third-party valuation services

and third-party fund administrators as appropriate. The IC 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), for example change in valuation methodologies, potential impairment events, or material judgements.

The table on page 147 outlines in more detail the range of valuation techniques, as well as the key unobservable inputs for each category of Level 3 assets and liabilities.

Investment in or alongside managed funds

When fair values of publicly traded closed-ended funds and open-ended funds are based on quoted market prices in an active market for identical assets without any adjustments, the instruments are included within Level 1 of the

hierarchy. The Group values these investments at bid price for long positions 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 3.

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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 cash flow (‘DCF’) approach. Fair value is determined by discounting the expected future cash flows of the portfolio company to the present value. Various assumptions are utilised

as inputs, such as terminal value and the appropriate discount rate to apply. Typically, the DCF is then calibrated alongside a market comparable companies approach. Alternate valuation techniques may be used where there

is a recent offer or a recent comparable market transaction, which may provide an observable market price and an approximation to fair value of the private company. The Group classified these assets as Level 3.

Investment in public companies

Quoted investments are held at the last traded bid price on the reporting date. When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the contract

is 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 cash flow technique

and the key inputs under this approach are detailed on page 147.

Derivative assets and liabilities

The Group uses market-standard valuation models for determining fair values of over-the-counter interest rate swaps, currency swaps and forward foreign exchange contracts. The most frequently applied valuation techniques

include forward pricing and swap models, using present value calculations. The models incorporate various inputs including both credit and debit valuation adjustments for counterparty and own credit risk, foreign exchange

spot and forward rates and interest rate curves. For these financial instruments, significant inputs into models are market observable and are included within Level 2.

Senior and subordinated notes of CLO vehicles

The Group holds investments in the senior and subordinated notes of the CLOs it manages, predominately driven by European Union risk-retention requirements. The Group employs DCF analysis to fair value these investments,

using several inputs including constant annual default rates, prepayments rates, reinvestment rates, recovery rates and discount rates. The DCF analysis at the reporting date shows that the senior notes are typically expected to

recover all contractual cash flows, including under stressed scenarios, over the life of the CLOs. Observable inputs are used in determining the fair value of senior notes and these instruments are therefore classified as Level 2.

Unobservable inputs are used in determining the fair value of subordinated notes, which are therefore classified as Level 3 instruments.

Liabilities of consolidated CLO vehicles

Rated debt liabilities of consolidated CLOs are generally valued at par plus accrued interest, which we assess as fair value. Observable inputs are used in determining the fair value of these instruments, including the valuation

of the CLO loan asset portfolio. As a result we deem these liabilities as Level 2.

Unrated/subordinated debt liabilities of consolidated CLOs are valued directly in line with the fair value of the CLO loan asset portfolios. These underlying assets mostly comprise observable loan securities traded in active

markets. The underlying assets are reported in both Level 2 and Level 3. As a result of this methodology of deriving the valuation of unrated/subordinated debt liabilities from a combination of Level 2 and Level 3 asset values,

we deem these liabilities to be Level 3.

Real 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 classified as either a financial asset or investment

property in accordance with IAS 40 ‘Investment Property’. The fair values of the directly held material investment properties have been recorded based on independent valuations prepared by third-party real estate valuation

specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 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.

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Reconciliation of Level 3 fair value measurement of financial assets

The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within

gains on investments, and foreign exchange gains/(losses) are included within finance costs. Transfers between levels take place when there are changes to the observability of inputs used in the valuation of these assets.

This is determined based on the year-end valuation and transfers therefore take place at the end of the reporting period.

		Investment in
	Investment in or	loans held in	Investment in	Subordinated
	alongside	consolidated	private	notes of CLO	Disposal groups
	managed funds	entities	companies	vehicles	held for sale	Total
Group	£m	£m	£m	£m	£m	£m
At 1 April 2023	2,144.3	567.7	100.4	7. 5	163.2	2,983.1
Total gains or losses in the income statement
– Net investment return	284.0	11.5	14.4	2.9	63.3	376.1
– Foreign exchange	(50.7)	(14.0)	(4.3)	(0.4)	3.4	(66.0)
Purchases	301.8	234.2	74.5	9.7	213.1	833.3
Exit proceeds	(378.7)	(195.6)	(19.1)	–	(207.2)	(800.6)
Transfers in	–	96.9	–	–	–	96.9
Transfers out	–	(238.1)	–	–	–	(238.1)
Reclassification	–	–	235.8	–	(235.8)	–
At 31 March 2024	2,300.7	462.6	401.7	19.7	–	3,184.7

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

2. Included within net investment returns are £345.1m of unrealised gains (which includes accrued interest).

3. During the year the group reclassified all its financial assets previously included in disposal groups held for sale into investments in private companies (see note 28).

		Investment in
	Investment in or	loans held in	Investment in	Subordinated
	alongside	consolidated	private	notes of CLO	Disposal groups
	managed funds	entities	companies	vehicles	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)
Transfers in	–	457.1	–	–	–	457.1
Transfers out	–	–	–	–	(59.6)	(59.6)
At 31 March 2023	2,144.3	567.7	100.4	7. 5	163.2	2,983.1

1,3

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 28)

2. Included within net investment returns are £141.8m of unrealised gains (which includes accrued interest)

3. The prior period transfers between levels have been re-presented to separately disclose transfers in and transfers out of Level 3.

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		2024				2023
	Investment in or	Investment in	Subordinated		Investment in or	Investment in	Subordinated
	alongside	private	notes of CLO		alongside	private	notes of CLO
	managed funds	companies	vehicles	Total	managed funds	companies	vehicles	Total
Company	£m	£m	£m	£m	£m	£m	£m	£m
At 1 April	171.6	86.1	23.8	281.5	160.7	158.9	0.2	319.8
Total gains or losses in the income statement
– Net investment return	(1.0)	4.6	(1.4)	2.2	3.1	10.1	(0.2)	13.0
– Foreign exchange	(2.7)	(3.0)	(0.6)	(6.3)	5.9	18.6	–	24.5
Purchases	27.4	–	–	27.4	49.8	120.9	23.8	194.5
Exit proceeds	(66.9)	(0.6)	–	(67.5)	(47.9)	(222.4)	–	(270.3)
At 31 March	128.4	87.1	21.8	237.3	171.6	86.1	23.8	281.5

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. Transfers in and out of Level 3 financial liabilities were due to changes to the observability of inputs used in the valuation

of these liabilities. During the year ended 31 March 2024 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.

	2024	2023
	Financial	Financial
	liabilities	liabilities
	designated as	designated as
	FVTPL	FVTPL
Group	£m	£m
At 1 April	64.7	239.6
Total gains or losses in the income statement
– Fair value gains	102.3	(178.2)
– Foreign exchange losses	(1.7)	12.8
Purchases	21.4	23.8
Disposal groups held for sale	–	(5.0)
Transfer between levels	–	(28.3)
At 31 March	186.7	64.7

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Valuation inputs and sensitivity analysis

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

	Fair Value	Fair Value						Effect on Fair
	As at	As at				Weighted		Value
	31 March 2024	31 March 2023		Key Unobservable		Average/ Fair	Sensitivity/	31 March 2024
Group assets	£m	£m	Primary Valuation Technique	Inputs	Range	Value Inputs	Scenarios	£m
Structured & Private Equity: Corporate	1,490.6	1,341.3	Market comparable companies	Earnings multiple	5.0x – 29.0x	15.1x	'+10% Earnings multiple2	187.6
Investments & US Mid-Market			Discounted cash flow	Discount rate	7.5% - 20.5%	11.2%	'-10% Earnings multiple2	(187.6)
				Earnings multiple	6.1x – 21.5x	11.8x
Structured & Private Equity: Strategic Equity, LP	589.9	589.4	Third-party valuation / funding	N/A	N/A	N/A	+10% valuation	59.0
Secondaries, Recovery Fund, Life Sciences			round value
							-10% valuation	(59.0)
Private Debt: North American Credit Partners	91.7	120.7	Market comparable companies	Earnings multiple	5.5x – 29.0x	14.1x	'+10% Earnings multiple	9.7
							'-10% Earnings multiple	(9.7)
Private Debt: Senior Debt Partners	58.2	47.8		Probability of default	1.0%-2.2%	1.0%	Upside case	–
				Loss given default	32.2%	32.2%	Downside case	(0.5)
			Discounted cash flow	Maturity of loan	3 years	3 years
				Effective interest	9.6%-11.5%	11.2%
				rate
Real Assets	441.4	293.6	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	44.1
			LTV-based impairment model	N/A	N/A	N/A	-10% Third-party valuation	(44.1)
Credit: Non-consolidated CLOs and credit funds	19.7	7. 5		Discount rate	15.0% - 15.5%	15.1%
				Default rate	3% - 4.5%	3.3%	Upside case	22.8
			Discounted cash flow	Prepayment rate %	15% -20%	19.5%	Downside case	(23.8)
				Recovery rate %	75.0%	75.0%
				Reinvestment price	99.5%	99.5%
Credit: Consolidated CLOs and credit funds	462.6	567.7	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	46.3
							-10% Third-party valuation	(46.3)
Credit: Liquid Funds	30.6	15.1	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	3.1
							-10% Third-party valuation	(3.1)
Total financial assets	3,184.7	2,983.1					Total Upside sensitivity	372.5
							Total Downside sensitivity	(374.1)
Liabilities of Consolidated CLOs and credit funds	(186.7)	(64.7)	Third-party valuation	N/A	N/A	N/A	+10% Third-party valuation	(18.7)
							-10% Third-party valuation	18.7
Total financial liabilities	(186.7)	(64.7)

1. Where the Group has co-invested with its managed funds, it is the type of the underlying investment, and the valuation techniques used for these underlying investments, that is set out here.

2. Investments in the following strategies are sensitised using the actual or implied earnings multiple to provide a consistent, comparable basis for this analysis: Corporate Investments, US Mid-Market, North America Credit Partners.

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 £187.7m (2023: £182.8m). The default rate applied was set at 4.5% until 2025, reducing by 0.5% semi-annually during 2025 and

reverting to 3% in 2026. The upside case is based on the default rate being lowered to 2.5% p.a. for the next 21 months then to 2.0% for the 3 following months, keeping all other parameters consistent. The downside case is based on the default rate being increased over the

next 21 months to 6.5% then to 6.0% for the 3 following months, keeping all other parameters consistent.

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5. Financial assets and liabilities continued

Derivative financial instruments

Accounting policy

Derivative financial instruments for economic hedging

The Group holds derivative financial instruments to hedge foreign currency 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.

		2024			2023
	Contract or	Fair values		Contract or	Fair values
	underlying			underlying
	principal amount	Asset	Liability	principal amount	Asset	Liability
Group	£m	£m	£m	£m	£m	£m
Cross currency swaps	118.8	6.2	(5.5)	121.6	7. 5	(8.5)
Forward foreign exchange contracts	1,201.8	3.1	(3.7)	1,365.1	14.5	(7.2)
Total	1,320.6	9.3	(9.2)	1,486.7	22.0	(15.7)

		2024			2023
	Contract or	Fair values		Contract or	Fair values
	underlying			underlying
	principal amount	Asset	Liability	principal amount	Asset	Liability
Company	£m	£m	£m	£m	£m	£m
Cross currency swaps	118.8	6.2	(5.5)	121.6	7. 5	(8.5)
Forward foreign exchange contracts	1,201.8	3.1	(3.7)	1,365.1	14.5	(7.2)
Total	1,320.6	9.3	(9.2)	1,486.7	22.0	(15.7)

The Group holds £5.5m of cash pledged as collateral by its counterparties as at 31 March 2024 (31 March 2023: £8.5m). All the Credit Support Annexes that have been agreed with our counterparties are fully compliant

with European Market Infrastructure Regulation ‘EMIR’.

The fair value movements in derivatives during the year is £(10.5)m (2023: £(17.1)m). There was no change in fair value related to credit risk in relation to derivatives as at 31 March 2024 (31 March 2023: £nil).

Within the International Swaps and Derivatives Association (‘ISDA’) Master Agreements in place with our counterparties, in the event of a default, the close-out netting provision would result in all obligations

under a contract being terminated with a subsequent combining of positive and negative replacement values into a single net payable or receivable.

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6. Cash and cash equivalents

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Cash and cash equivalents
Cash at bank and in hand	990.0	957.5	464.4	409.8

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 £362.6m (2023: £407.5m) 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 prior year £5.5m of cash and cash equivalents were included in disposal groups held for sale (note 28).

7. Financial liabilities

Accounting policy

Financial liabilities, which include borrowings and listed notes and bonds (with the exception of financial liabilities designated as FVTPL), are initially recognised at fair value net of transaction costs and subsequently

measured at amortised cost using the effective interest rate method. Arrangement and commitment fees are included within the carrying value of financial liabilities.

Lease liabilities are initially measured at the present value of all the future lease payments. The present value at the inception of the lease is determined by discounting all future lease payments at the Group’s centrally

determined incremental borrowing rate at the date of inception of the lease. In calculating the present value of lease payments, the Group uses its incremental borrowing rate because the interest rate implicit in the lease

is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease

liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.

Financial liabilities at FVTPL are initially recognised and subsequently measured at fair value on a recurring basis. Gains or losses arising from changes in fair value of derivative financial liabilities are recognised in Finance

loss in the income statement. Gains or losses arising from changes in fair value of liabilities of Structured entities controlled by the Group recognised through gains on investments in the income statement. The Group has

designated financial liabilities at fair value relating to consolidated structured entities as such liabilities are managed by the Group on a fair value basis.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expire.

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Notes to the financial statements continued

7. Financial liabilities continued

			2024		2023
	Interest rate		Current	Non-current	Current	Non-current
Group	%	Maturity	£m	£m	£m	£m
Liabilities held at amortised cost
– Private placement	2.02% - 5.35%	2024 - 2029	248.7	346.4	56.8	604.8
–Listed notes and bonds	1.63% - 2.50%	2027 - 2030	2.5	851.3	2.5	874.9
– Unsecured bank debt	SONIA +1.38%	2026	(0.8)	(0.7)	(0.8)	(1.5)
Total Liabilities held at amortised cost			250.4	1,197.0	58.5	1,478.2
Lease liabilities	2.85% - 7.09%	2024 - 2034	8.9	69. 3	5.8	79.6
Other financial liabilities	1.34% - 6.20%	2024 - 2028	–	29.9	–	–
Liabilities held at FVTPL:
–Derivative financial liabilities			9.2	–	14.8	0.9
– Structured entities controlled by the Group	0.60% - 10.90%	2030-2038	–	4,602.3	–	4,572.7
			268.5	5,898.5	79.1	6,131.4

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

			2024		2023
	Interest rate		Current	Non-current	Current	Non-current
Company	%	Maturity	£m	£m	£m	£m
Liabilities held at amortised cost
– Private placement	2.02% - 5.35%	2024 - 2029	248.7	346.4	56.8	604.8
–Listed notes and bonds	1.63% - 2.50%	2027 - 2030	2.5	851.3	2.5	874.9
– Unsecured bank debt¹	SONIA +1.38%	2026	(0.8)	(0.7)	(0.8)	(1.5)
Total Liabilities held at amortised cost			250.4	1,197.0	58.5	1,478.2
Lease liabilities	2.85% - 7.09%	2024 - 2034	4.4	34.9	4.3	39. 3
Liabilities held at FVTPL
–Derivative financial liabilities			9.2	–	14.8	0.9
			264.0	1,231.9	77.6	1,518.4

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

The fair value of the Listed notes and bonds, being the market price of the outstanding bonds is £788.9m (2023: £613.1m).

Other financial liabilities are borrowings related to seed investments.

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

ROU assets are in note 17 and the maturity analysis of the lease liabilities are in note 21 .

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7. Financial liabilities continued

Movement in financial liabilities arising from financing activities

The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year.

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
At 1 April	1,622.1	1,712.1	1,580.3	1,701.3
Movement as a result of change in control of subsidiary	21.5	–	–	–
Repayment of long term borrowings	(50.7)	(194.6)	(50.7)	(194.6)
Reclassification1	7.7	–	–	–
Payment of principal portion of lease liabilities	(8.4)	(6.8)	(5.8)	(4.1)
Establishment of lease liability	1.2	33.0	–	–
Net interest movement	1.7	1.0	(0.9)	0.3
Foreign exchange movement	(39.6)	77.4	(36.2)	77.4
At 31 March	1,555.5	1,622.1	1,486.7	1,580.3

1. Borrowings related to seed investments acquired during the year .

8. Other income

Accounting policy

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

	2024	2023
	£m	£m
Interest income on bank deposits	21.6	15.5
	21.6	15.5

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Notes to the financial statements continued

9. Net gains on investments

Accounting policy

The Group recognises net gains and losses on investments comprising realised and unrealised gains and losses from disposals and revaluations of financial assets and financial liabilities measured at fair value.

	2024	2023
	£m	£m
Financial assets
Change in fair value of financial instruments designated at FVTPL	933.5	167.6
Financial liabilities
Change in fair value of financial instruments designated at FVTPL	(528.2)	4.9
Net gains arising on investments	405.3	172.5

10. Finance costs

Accounting policy

Interest expense on the Group’s debt, excluding financial liabilities within structured entities controlled by the Group, is recognised using the effective interest rate method based on the expected future cash flows

of the liabilities over their expected life. Financial liabilities within structured entities controlled by the Group are accounted for within Net gains and losses arising on investment (see note 9).

Interest expense associated with lease obligations represents the unwinding of the lease liability discount, are accounted for in accordance with IFRS 16 (see note 17).

	2024	2023
Finance costs	£m	£m
Interest expense recognised on financial liabilities held at amortised cost	42.2	57. 3
Arrangement and commitment fees	4.6	4.7
Interest expense associated with lease obligations	2.7	2.6
	49.5	64.6

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11. Administrative expenses

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

	2024	2023
	£m	£m
Staff costs	294.3	256.7
Amortisation and depreciation	17.9	18.2
Operating lease expenses	1.9	2.8
Auditor's remuneration	2.4	2.3

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.

	2024	2023
	£m	£m
ICG Group
Audit fees
Group audit of the annual accounts	1.7	1.5
Audit of subsidiaries' annual accounts	0.3	0.3
Audit of controlled CLOs	0.1	0.1
Total audit fees	2.1	1.9
Non audit fees
Audit-related assurance services	0.2	0.3
Other assurance services	0.1	0.1
Total non audit fees	0.3	0.4
Total auditor's remuneration incurred by the Group	2.4	2.3

1. The 2023 fees relating to the audit of controlled CLOs have been updated for engagements agreed subsequent to the approval of the prior year financial statements.

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Notes to the financial statements continued

12. Employees and Directors

Accounting policy

The Deal Vintage Bonus (‘DVB’) scheme forms part of the Group’s Remuneration Policy for investment executives. DVB is reported within Wages and salaries.

Payments of DVB are made in respect of plan years, which are aligned to the Group’s financial year. Payments of DVB are made only when the performance threshold for the plan year has been achieved on a cash basis and

proceeds are received by the Group. An estimate of the DVB liability for a plan year is developed based on the following inputs: expected realisation proceeds; expected timing of realisations; and allocations of DVB to

qualifying investment professionals. The Group accrues the estimated DVB cost associated with that plan year evenly over five years on average, reflecting the average holding period for the underlying investments and

therefore the period over which services are provided by the scheme participants.

	2024	2023
	£m	£m
Directors’ emoluments	5.1	4.9
Employee costs during the year including Directors:
Wages and salaries	253.4	228.7
Social security costs	30.7	20.5
Pension costs	10.2	7. 5
Total employee costs (note 11)	294.3	256.7
The monthly average number of employees (including Executive Directors) was:
Investment Executives	289	268
Marketing and support functions	350	293
Executive Directors	3	3
	642	564

ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees of ICG FMC Limited, Intermediate Capital Group Inc., Intermediate Capital Group SAS, Intermediate Capital Asia

Pacific Limited, ICG (Singapore) Pte Ltd, ICG Beratungsgesellschaft mbH, ICG Europe S.a.r.l, Intermediate Capital Managers (Aus) PTY Ltd and Intermediate Capital Group Polska Sp. z.o.o, subsidiaries of ICG plc.

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

The performance related element included in employee costs is £171.9m (2023: £151.6m) which represents the annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme and the DVB Scheme. Please refer

to the report of the Remuneration Committee on page 95.

In addition, during the year, third-party funds have paid £43.7m (2023: £46.0m) to former employees and £46.0m (2023: £93.4m) to current employees, including Executive Directors, relating to distributions from investments

in carried interest partnerships (‘CIPs’) 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 of the funds (see note 27). As these funds and CIPs are not consolidated, these amounts are not included in the Group’s consolidated income statement.

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13. Tax expense

Accounting policy

The tax expense comprises current and deferred tax.

Current tax assets and liabilities comprise those obligations to, or claims from, tax authorities relating to the current or prior reporting periods, that are unpaid at the reporting date.

Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be utilised.

Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction, other than a business combination,

that affects neither the tax nor the accounting profit.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset when there is a legally enforceable right of set off, when they relate to income taxes levied by the same tax authority and the Group intends to settle on a net basis.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the

related deferred tax is also charged or credited directly to equity.

	2024	2023
	£m	£m
Current tax:
Current year	86.0	16.9
Prior year adjustment	15.4	(9.7)
	101.4	7.2
Deferred tax:
Current year	(28.1)	14.1
Prior year adjustments	(10.9)	8.1
	(39.0)	22.2
Tax on profit on ordinary activities	62.4	29.4

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Notes to the financial statements continued

13. Tax expense continued

The Group is an international business and operates across many different tax jurisdictions. Income and expenses are allocated to these jurisdictions based on transfer pricing methodologies set out both (i) in the laws

of the jurisdictions in which the Group operates, and (ii) under guidelines set out by the Organisation for Economic Co-operation and Development (‘OECD’).

The effective tax rate reported by the Group for the period ended 31 March 2024 of 11.7% (2023: 11.7%) is lower than the statutory UK corporation tax rate of 25% (2023:19%).

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.

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.

	2024	2023
	£m	£m
Profit on ordinary activities before tax	530.8	251.0
Tax at 25% (2023:19%)	132.7	47.7
Effects of Prior year adjustment to current tax	15.4	(9.6)
Prior year adjustment to deferred tax	(10.9)	8.1
	137.2	46.2
Non-taxable and non-deductible items	1.7	(0.3)
Non-taxable investment company income	(59.9)	(22.5)
Trading income generated by overseas subsidiaries subject to different tax rates	(16.6)	4.0
Deferred tax adjustment	–	2.0
Tax charge for the period	62.4	29.4

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13. Tax expense continued

Deferred tax

		Share based
		payments and
		compensation
Deferred tax (asset)/liability		deductible as	Tax losses carried	Other temporary
	Investments	paid	forward	differences	Total
Group	£m	£m	£m	£m	£m
As at 31 March 2022	36.1	(38.1)	(2.0)	(5.9)	(9.9)
Prior year adjustment	2.0	0.2	2.2	5.2	9.6
Impact of changes to statutory tax rates	0.3	(1.1)	(0.7)	1.1	0.6
Charge / (Credit) to equity	2.2	3.4	–	1.0	5.6
Charge / (Credit) to income	5.2	(0.7)	0.1	9.5	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)	(0.4)	8.8	17.9
Reclassification between categories	2.7	1.7	–	(4.4)	–
Reclassification of deferred tax liability out of discontinued operations	14.0	–	–	–	14.0
Prior year adjustment	(4.1)	–	(1.6)	(5.2)	(10.9)
Charge / (Credit) to equity	0.2	(6.9)		–	(6.7)
Charge / (Credit) to income	(11.4)	(10.0)	(5.3)	(1.4)	(28.1)
Movement in foreign exchange on retranslation	–	–	–	(0.2)	(0.2)
As at 31 March 2024	47.2	(51.5)	(7.3)	(2.4)	(14.0)

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Notes to the financial statements continued

13. Tax expense continued

		Share based
		payments and
		compensation
Deferred tax (asset)/liability		deductible as		Other temporary
	Investments	paid	Derivatives	differences	Total
Company	£m	£m	£m	£m	£m
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
Reclassification between categories	(0.4)	0.3	0.2	(0.1)	–
Transfer	–	8.0	–	–	8.0
Prior year adjustment	(1.0)	–	–	(1.7)	(2.7)
Charge / (Credit) to income	(0.6)	–	(0.5)	0.6	(0.5)
As at 31 March 2024	6.3	–	0.9	0.5	7.7

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. 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 mandatory IAS 12 temporary exception from the recognition and disclosure of deferred taxes arising from implementation of the OECD’s Pillar Two model rules has been applied. The OECD's Pillar II model rules, which

establish a global minimum tax rate of 15% apply for financial years beginning on or after 31 December 2023. The first period the rules are implemented for the Group are 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.

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14. Dividends

Accounting policy

Dividends are distributions of profit to holders of Intermediate Capital Group plc’s share capital and as a result are recognised as a deduction in equity. Final dividends are announced with the Annual Report and Accounts

and are recognised when they have been approved by shareholders. Interim dividends are announced with the Half Year Results and are recognised when they are paid.

	2024		2023
	Per share pence	£m	Per share pence	£m
Ordinary dividends paid
Final	52.2	149.5	57. 3	164.4
Interim	25.8	73.9	25.3	72.0
	78.0	223.4	82.6	236.4
Proposed final dividend	53.2	152.6	52.2	148.8

Of the £223.4m (2023: £236.4m) of ordinary dividends paid during the year, £1.8m (2023: £4.3m) were reinvested under the dividend reinvestment plan offered to shareholders.

15. Earnings per share

	Year ended	Year ended
	31 March 2024	31 March 2023
Earnings	£m	£m
Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity holders of the Parent
Continuing operations	467.4	221.6
Discontinued operations	6.0	59.0
	473.4	280.6
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share	286,123,236	285,613,961
Effect of dilutive potential ordinary share options	5,888,040	3,698,954
Weighted average number of ordinary shares for the purposes of diluted earnings per share	292,011,276	289,312,915
Earnings per share for continuing operations 1
Basic, profit from continuing operations attributable to equity holders of the parent (pence)	163.4p	77.6p
Diluted, profit from continuing operations attributable to equity holders of the parent (pence)	160.1p	76.6p
Earnings per share for discontinued operations
1
Basic, profit from discontinued operations attributable to equity holders of the parent (pence)	2.1p	20.6p
Diluted, profit from discontinued operations attributable to equity holders of the parent (pence)	2.0p	20.4p

1. The prior period has been re-presented to separately disclose Earnings per share for continuing operations and Earnings per share for discontinued operations.

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Notes to the financial statements continued

16. Intangible assets

Accounting policy

Business combinations

Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition of all assets, liabilities and contingent liabilities of the acquired business at their fair value

at the acquisition date.

The excess of the fair value at the date of acquisition of the cost of investments in subsidiaries over the fair value of the net assets acquired which is not allocated to individual assets and liabilities is determined

to be goodwill. Goodwill is reviewed at least annually for impairment.

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 11.

Impairment of non-financial assets and goodwill

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s

recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate

cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its

recoverable amount.

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16. Intangible assets continued

	Computer software		Goodwill			Investment management contracts	Total
	2024	2023	2024	2023	2024	2023	2024	2023
Group	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 April	25.0	20.5	4.3	4.3	19.1	26.3	48.4	51.1
Reclassified	(0.8)	–	–	–	–	–	(0.8)	–
Additions	6.3	4.7	–	–	–	–	6.3	4.7
Derecognised	(12.5)	(0.3)	–	–	(18.3)	(7.1)	(30.8)	(7.4)
Exchange differences	(0.1)	0.1	–	–	0.3	(0.1)	0.2	–
At 31 March	17.9	25.0	4.3	4.3	1.1	19.1	23.3	48.4
Amortisation
At 1 April	16.4	12.4	–	–	17.1	21.6	33.5	34.0
Charge for the year	3.4	4.0	–	–	2.2	2.7	5.6	6.7
Derecognised	(12.5)	–		–	(18.3)	(7.2)	(30.8)	(7.2)
At 31 March	7.3	16.4	–	–	1.0	17.1	8.3	33.5
Net book value	10.6	8.6	4.3	4.3	0.1	2.0	15.0	14.9

1. Goodwill was acquired in the ICG-Longbow Real Estate Capital LLP business combination and represents a single cash generating unit. The recoverable amount of the real estate cash generating unit is based on fair value less costs to sell where the fair value equates

to a multiple of adjusted net income, in line with the original consideration methodology. The significant headroom on the recoverable amount is not sensitive to any individual assumption.

2. Investment management contracts and Computer Software derecognised represented fully amortised balances.

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

	Computer software			Investment management contracts		Total
	2024	2023	2024	2023		2024	2023
Company	£m	£m	£m	£m		£m	£m
Cost
At 1 April	23.8	20.4	18.3	19.9		42.1	40.3
Additions	6.2	3.6	–	–		6.2	3.6
Derecognised	(12.9)	(0.2)	(18.3)		(1.6)	(31.2)	(1.8)
At 31 March	17.1	23.8	–	18.3		17.1	42.1
Amortisation
At 1 April	16.5	12.5	16.4	15.7		32.9	28.2
Charge for the year	3.4	4.0	1.9	2.3		5.3	6.3
Derecognised	(12.5)	–	(18.3)		(1.6)	(30.8)	(1.6)
At 31 March	7.4	16.5	–	16.4		7.4	32.9
Net book value	9.7	7. 3	–	1.9		9.7	9.2

1. Investment management contracts derecognised represented fully amortised balances.

During the financial year ended 31 March 2024, the Group recognised an expense of £0.1m (2023: £0.5m) in respect of research and development expenditure.

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Notes to the financial statements continued

17. Property, plant and equipment

Accounting policy

The Group’s property, plant and equipment provide the infrastructure to enable the Group to operate. Assets are initially stated at cost, which includes expenditure associated with acquisition. The cost of the asset is

recognised in the income statement as an amortisation charge on a straight line basis over the estimated useful life, determined as three years for furniture and equipment and five years for short leasehold premises.

Right of Use (‘ROU’) assets and associated leasehold improvements are amortised over the full contractual lease term.

Group as a lessee

Included within the Group’s property, plant and equipment are its ROU assets. ROU assets are the present value of the Group’s global leases and comprise all future lease payments, and all expenditure associated

with acquiring the lease. The Group’s leases are primarily made up of its global offices. The Group has elected to capitalise initial costs associated with acquiring a lease before commencement as a ROU asset.

The cost of the ROU asset is recognised in the income statement as an amortisation charge on a straight line basis over the life of the lease term.

Short-term leases and leases of low value assets

The Group applies the short-term lease recognition exemption to its short-term leases (those that have a lease term of 12 months or less from the commencement date which do not contain a purchase option).

The Group also applies the recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as administrative expenses

on a straight line basis over the lease term.

	Furniture and equipment		ROU asset		Leasehold improvements		Total
	2024	2023	2024	2023	2024	2023	2024	2023
Group	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 April	7. 5	4.5	90.0	67.7	14.7	11.3	112.2	83.5
Reclassified	–	–	–	–	0.8	–	0.8	–
Additions	1.3	3.1	1.2	33.8	1.9	3.4	4.4	40.3
Disposals	(2.9)	(0.4)	(1.2)	(11.7)	(0.6)	–	(4.7)	(12.1)
Exchange differences	–	0.3	(0.9)	0.2	–	–	(0.9)	0.5
At 31 March	5.9	7. 5	89.1	90.0	16.8	14.7	111.8	112.2
Depreciation
At 1 April	4.2	2.9	16.8	18.2	3.0	2.0	24.0	23.1
Charge for the year	1.7	1.4	9.2	9.1	1.5	1.0	12.4	11.5
Disposals	(3.1)	(0.1)	(0.3)	(10.5)	(0.4)	–	(3.8)	(10.6)
At 31 March	2.8	4.2	25.7	16.8	4.1	3.0	32.6	24.0
Net book value	3.1	3.3	63.4	73.2	12.7	11.7	79.2	88.2

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

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17. Property, plant and equipment continued

	Furniture and equipment			ROU asset	Leasehold improvements			Total
	2024	2023	2024	2023	2024	2023	2024	2023
Company	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 April	3.1	2.8	47. 5	50.1	9.9	9.5	60.5	62.4
Additions	0.3	0.3	–	–	0.3	0.4	0.6	0.7
Disposals	(2.3)	–	–	(2.6)	–	–	(2.3)	(2.6)
At 31 March	1.1	3.1	47. 5	47. 5	10.2	9.9	58.8	60.5
Depreciation
At 1 April	2.4	1.6	12.2	9.8	1.9	1.1	16.5	12.5
Charge for the year	0.4	0.8	4.2	4.0	1.0	0.8	5.6	5.6
Disposals	(2.3)	–	–	(1.6)	–	–	(2.3)	(1.6)
At 31 March	0.5	2.4	16.4	12.2	2.9	1.9	19.8	16.5
Net book value	0.6	0.7	31.1	35.3	7. 3	8.0	39.0	44.0

Group as Lessor

Accounting policy

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over

the lease term and is included in other income in the consolidated income statement due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount

of the leased asset and amortised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

The Group has entered into sub-lease agreements of certain office buildings (see note 17 above). These leases have terms of between two and five years. Rental income recognised by the Group during the year

was £0.4m (2023: £0.4m). Future minimum rentals receivable under non-cancellable operating leases as at 31 March are as follows:

	2024	2023
Group	£m	£m
Within one year	0.4	0.4
After one year but not more than five years	0.4	0.8
At 31 March	0.8	1.2

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Notes to the financial statements continued

18. Investment property

Accounting policy

The Group holds investment property for the development of the Group’s long-term real assets strategy. Properties are being held with a purpose to earn rental income and/or for capital appreciation and are not occupied by

the Group. IAS 40 Investment Property requires that the property be measured initially at cost, including transaction costs, and subsequently measured at fair value. Gains or losses from changes in the fair values of investment

properties are included in the profit or loss in the period in which they arise. The fair value of the investment properties (Level 3) has been recorded based on independent valuations prepared by Knight Frank, 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.

	2024	2023
Group	£m	£m
Investment property at fair value
At 1 April	0.8	1.5
Additions	51.9	–
Reclassified	54.5	–
Fair value loss	(24.5)	(0.7)
At 31 March	82.7	0.8

1. Prior to the financial year end, the Group reclassified £54.5m of disposal groups held for sale to investment property.

During the year, the Group held £0.0m (2023: £284.0m) of investment property within discontinued operations (see note 28).

The losses arising from investment properties carried at fair value is £(24.5)m (2023: £(0.7)m).

The Group has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

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19. Trade and other receivables

Accounting policy

Trade and other receivables represent amounts the Group is due to receive in the normal course of business and are held at amortised cost. Trade and other receivables excluding those held in structured entities controlled

by the Group include performance fees, which are considered contract assets under IFRS 15 and will only be received after realisation of the underlying assets, see note 3 and note 30. Trade and other receivables within

structured entities controlled by the Group relate principally to unsettled trades on the sale of financial assets.

Amounts owed by Group companies are repayable on demand. To the extent that amounts are owed by Group companies engaged in investment activities the Company has assessed these receivables as non-current,

reflecting the illiquidity of the underlying investments. Trade and other receivables from Group entities are considered related party transactions as stated in note 26.

The carrying value of trade and other receivables reported within current assets approximates fair value as these are short term and do not contain any significant financing components. The carrying value of trade

and other receivables reported within non-current assets approximates fair value as these do not contain any significant financing components.

The Company has adopted the simplified approach to measuring the loss allowance as lifetime Expected Credit Loss (‘ECL’), as permitted under IFRS 9. The ECL of trade and other receivables arising from transactions

with Group entities or its affiliates are expected to be nil or close to nil. The assets do not contain any significant financing components, therefore the simplified approach is deemed most appropriate.

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Trade and other receivables within structured entities controlled by the Group	107.6	43.7	–	–
Trade and other receivables excluding those held in structured entities controlled by the Group	240.2	178.3	27.8	33.2
Amount owed by Group companies	–	–	0.9	169.2
Prepayments	41.8	10.0	8.6	8.1
Total current assets	389.6	232.0	37. 3	210.5
Non-current assets
Trade and other receivables excluding those held in structured entities controlled by the Group	36.1	37.1	24.3	7.6
Amounts owed by Group companies	–	–	734.4	758.7
Total non-current assets	36.1	37.1	758.7	766.3

Non-current trade and other receivables excluding those held in structured entities controlled by the Group comprises performance-related fees (see note 3).

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Notes to the financial statements continued

20. Trade and other payables

Accounting policy

Trade and other payables within structured entities controlled by the Group relate principally to unsettled trades on the purchase of financial assets within structured entities controlled by the Group. Trade and other

payables excluding those held in structured entities controlled by the Group are held at amortised cost and represent amounts the Group is due to pay in the normal course of business. Amounts owed to Group companies

are repayable on demand. The carrying value of trade and other payables approximates fair value as these are short term and do not contain any significant financing components.

Trade and other payables from Group entities are considered related party transactions as stated in note 26.

Key sources of estimation uncertainty on trade and other payables excluding those held in structured entities controlled by the Group.

Payables related to the DVB scheme are key estimates based on the inputs described in note 12. The sensitivity of the DVB to a 10% increase in the fair value of the underlying investments is an increase of £13.13m

(2023: £10.25m) and to a decrease of 10% is a decrease of £13.13m (2023: £10.25m).

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Trade and other payables within structured entities controlled by the Group	316.3	328.1		–
Trade and other payables excluding those held in structured entities controlled by the Group	209.6	140.2	19.5	121.2
Amounts owed to Group companies	–	–	1,098.9	1,035.0
Social security tax	3.3	3.1	2.4	2.5
Total current trade and other payables	529.2	471.4	1,120.8	1,158.7
Non-current liabilities
Trade and other payables excluding those held in structured entities controlled by the Group	66.0	71.1	0.3	71.3
Total non-current trade and other payables	66.0	71.1	0.3	71.3

Current trade and other payables excluding those held in structured entities controlled by the Group includes £78.0m (2023: £67.5m) in respect of other compensation costs and £65.3m (2023: £31.4m) in respect of DVB,

(see note 12) and non-current Trade and other payables excluding those held in structured entities controlled by the Group is entirely comprised of amounts payable in respect of DVB (2023: all DVB).

21. Financial risk management

The Group has identified financial risk, comprising market and liquidity risk, as a principal risk. Further details are set out on page 43. The Group has exposure to market risk (including exposure to interest rates and foreign

currency), liquidity risk and credit risk arising from financial instruments.

Interest rate risk

The Group’s assets include both fixed and floating rate loans.

The Group’s operations are financed with a combination of its shareholders’ funds, bank borrowings, private placement notes, public bonds, and fixed and floating rate notes. The Group manages its exposure to market interest

rate movements by matching, to the extent possible, the interest rate profiles of assets and liabilities and by using derivative financial instruments.

The sensitivity of floating rate financial assets to a 100 basis points interest rate increase is £56.0m (2023: £56.5m) and to a decrease is £56.0m (2023: £(56.5)m). The sensitivity of financial liabilities to a 100 basis point interest

rate increase is £46.9m (2023: £47.1m) and to a decrease is £46.9m (2023: £(47.1)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.

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21. Financial risk management continued

Exposure to interest rate risk

Group

		2024			2023
	Floating	Fixed	Total	Floating	Fixed	Total
	£m	£m	£m	£m	£m	£m
Financial assets (excluding investments in loans held in consolidated entities)	839.5	3,023.4	3,862.9	744.4	3,049.1	3,793.5
Investments in loans held in consolidated entities	4,762.4	319.9	5,082.3	4,901.1	253.9	5,155.0
Financial liabilities (excluding borrowings and loans held in consolidated entities)	–	(1,734.6)	(1,734.6)	–	(1,929.2)	(1,929.2)
Borrowings and loans held in consolidated entities	(4,688.9)	(391.2)	(5,080.1)	(4,706.6)	(371.5)	(5,078.1)
	913.0	1,217.5	2,130.5	938.9	1,002.3	1,941.2

Foreign exchange risk

The Group is exposed to currency risk in relation to non-sterling currency transactions and the translation of non-sterling net assets. The Group’s most significant exposures are to the euro and the US dollar.

Exposure to currency risk is managed by matching assets with liabilities to the extent possible and through the use of derivative instruments.

The Group regards its interest in overseas subsidiaries as long-term investments. Consequently, it does not hedge the translation effect of exchange rate movements on the financial statements of these businesses.

The Group is also exposed to currency risk arising on the translation of fund management fee income receipts, which are primarily denominated in euro and US dollar.

The effect of fluctuations in other currencies is considered by the Directors to be insignificant in the current and prior year. The net assets/(liabilities) by currency and the sensitivity of the balances to a strengthening

of foreign currencies against sterling are shown below:

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

			2023
	Net statement of	Forward
	financial Position	exchange		Sensitivity to	Increase in net
	exposure	contracts	Net exposure	strengthening	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

The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease in net assets.

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Notes to the financial statements continued

21. Financial risk management continued

Liquidity risk

The Group makes commitments to its managed funds in advance of that capital being invested. These commitments are typically drawn over a five-year investment period (see note 25 for outstanding commitments).

Funds typically have a 10-year contractual life. The Group manages its liquidity risk by maintaining headroom on its financing facilities.

The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and interest payments. Future interest and principal cash flows have been calculated based on

exchange rates and floating rate interest rates as at 31 March 2024. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March 2024 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	One to two	Two to five y	More than five
	year	years	ears	years	Total
As at 31 March 2024	£m	£m	£m	£m	£m
Financial liabilities
Private placements	267.0	194.7	185.2	–	646.9
Listed notes and bonds	17.6	17.6	466.5	438.1	939.8
Debt issued by controlled structured entities	576.8	262.6	2,065.3	4,362.8	7,267.5
Derivative financial instruments	0.9	(4.8)	–	–	(3.9)
Lease liabilities	10.8	10.4	30.1	34.6	85.9
Other financial liabilities	9.2	1.4	23.2	0.0	33.8
	882.3	481.9	2,770.3	4,835.5	8,970.0

As at 31 March 2024 the Group has liquidity of £1,177.4m (2023: £1,099.9m) which consists of undrawn debt facility of £550m (2023: £550m) and £627.4m (2023: £549.9m) of unencumbered cash. Unencumbered cash excludes

£362.6m (2023: £407.6m) of restricted cash held principally by structured entities controlled by the Group.

		Contractual maturity analysis
	Less than one	One to two	Two to five	More than five
	year	years	years	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)	–	(9.1)
Lease liabilities	8.5	11.3	32.0	46.1	97.9
	279.5	504.4	3,227.0	4,362.3	8,373.2

The Group’s policy is to maintain continuity of funding. Due to the long-term nature of the Group’s assets, the Group seeks to ensure that the maturity of its debt instruments is matched to the expected maturity of its assets.

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21. Financial risk management continued

Credit risk

Credit risk is the risk of financial loss to the Group as a result of a counterparty failing to meet its contractual obligations. This risk is principally in connection with the Group’s investments.

This risk is mitigated by the disciplined credit procedures that the relevant Fund Investment Committees have in place prior to making an investment and the ongoing monitoring of investments throughout the ownership

period. In addition, the risk of significant credit loss is further mitigated by the Group’s diversified investment portfolio in terms of geography and industry sector. The Group is exposed to credit risk through its financial

assets (see note 5) and investment in joint ventures reported at fair value.

Exposure to credit risk

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Investment in private and public companies	406.2	267.3	87.1	86.1
Investment in managed funds	2,310.0	2,153.4	134.2	178.8
Non-consolidated CLOs and credit funds	131.0	113.3	21.8	23.8
Consolidated CLOs and credit funds	4,617.5	4,669.1	–	–
Derivatives assets	9.3	22.0	9. 3	22.0
Investment in joint venture	–	5.8	–	–
Total financial assets at fair value	7,474.0	7,230.9	252.4	310.7

The Group manages its operational cash balance by the regular forecasting of cash flow requirements, debt management and cash pooling arrangements. Credit risk exposure on cash and derivative instruments is managed in

accordance with the Group’s treasury policy which provides limits on exposures with any single financial institution. The majority of the Group’s surplus cash is held in AAA rated Money Market funds. Other credit exposures

arise from outstanding derivatives with financial institutions rated from A- to A+.

The Group is exposed to credit risk as a result of financing guarantees provided. The maximum exposure to guarantees is £7.3m (2023: £7.9m). No liability has been recognised in respect of these guarantees.

The Directors consider the Group’s credit exposure to trade and other receivables to be low and as such no further analysis has been presented. The Directors consider the credit risk of consolidated CLOs

and credit funds to be low.

The Group’s investments in consolidated CLOs and credit funds 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 2024 was £297.8m (2023: £339.4m).

The carrying amount of financial assets at fair value through profit and loss represents the Directors’ assessment of the maximum credit risk exposure of the Group and Company at the balance sheet date.

Other than the Group investments in non-consolidated CLOs and consolidated CLOs, 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 2024.

(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 128). The full Pillar 3 disclosures are available on the Group’s website: www.icgam.com.

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Notes to the financial statements continued

21. Financial risk management continued

(ii) Capital and risk management policies

The formal procedures for identifying and assessing risks that could affect the capital position of the Group are described in the Strategic Report on page 40. The capital structure of the Group under UK-adopted IAS consists

of cash and cash equivalents, £990m (2023: £957.5m) (see note 6); debt, which includes borrowings, £1,447.4m, (2023: £1,536.7m) (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, £896.5m (2023: £825.8m). Details of the Reportable segment capital structure are set out in note 4.

22. Called up share capital and share premium

Share capital represents the number of issued ordinary shares in 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 294,365,326 authorised shares (2023: 294,332,182)

	Number of
	ordinary
	shares of 26¼p
	allotted,
	called up and	Share Capital	Share Premium
Group and Company	fully paid	£m	£m
1 April 2023	294,332,182	77. 3	180.9
Shares issued	33,144	–	0.4
31 March 2024	294,365,326	77. 3	181.3

	Number of
	ordinary
	shares of 26¼p
	allotted,
	called up and	Share Capital	Share Premium
Group and Company	fully paid	£m	£m
1 April 2022	294,285,804	77. 3	180.3
Shares issued	46,378	–	0.6
31 March 2023	294,332,182	77. 3	180.9

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23. Own shares reserve

Accounting policy

Own shares are recorded by the Group when ordinary shares are purchased in the market by ICG plc or through the ICG Employee Benefit Trust 2015 (‘EBT’).

The EBT is a special purpose vehicle, with the purpose of purchasing and holding shares of the Company for the hedging of future liabilities arising as a result of the employee share-based compensation schemes

(see note 24), in a way that does not dilute the percentage holdings of existing shareholders.

Own shares are held at cost and their purchase reduces the Group’s net assets by the amount spent. When shares vest or are cancelled, they are transferred from own shares to the retained earnings reserve at their

weighted average cost. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company’s own shares.

The movement in the year is as follows:

	2024	2023	2024	2023
	£m	£m	Number	Number
1 April	103.4	93	9,249,895	7,734,849
Purchased (ordinary shares of 26¼p)	–	38.9	–	3,000,000
Options/awards exercised	(24.2)	(28.5)	(1,583,032)	(1,484,954)
As at 31 March	79.2	103.4	7,666,863	9,249,895

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 2024 and 31 March 2023 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 2.6% (2023: 3.1%) of the Parent Company’s allotted, called up and fully paid share capital .

24. Share-based payments

Accounting policy

The Group issues compensation to its employees under both equity-settled and cash-settled share-based payment plans.

Equity-settled share-based payments are measured at the fair value of the awards at grant date. The fair value includes the effect of non-market-based vesting conditions. The fair value determined at the date of grant is

expensed on a straight-line basis over the vesting period.

At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is

recognised in the income statement with a corresponding adjustment to equity .

The total charge to the income statement for the year was £43.9m (2023: £39.5m) and this was credited to the share-based payments reserve. Details of the different types of awards are as follows:

Intermediate Capital Group plc Omnibus Plan

The Omnibus Plan provides for three different award types: Deferred Share Awards, PLC Equity Awards and Special Recognition Awards.

Deferred Share Awards

Awards are made after the end of the financial year (and in a small number of cases during the year) to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management.

These share awards typically vest one-third at the end of the first, second and third years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants

during the vesting period and are paid at the vesting date. Awards are based on performance against the individual’s objectives. There are no further performance conditions.

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24. Share-based payments continued

PLC Equity Awards

Awards are made after the end of the financial year to reward employees, including Executive Directors, for increasing long-term shareholder value. These share awards typically vest one-third at the end of the third,

fourth and fifth years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date.

Awards are based on performance against the individual’s objectives. There are no further performance conditions.

Special Recognition Awards

Awards are made after the end of the financial year to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management. These share awards vest at the end of the

first year following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on

performance against the individual’s objectives. There are no further performance conditions.

Share awards outstanding under the Omnibus Plan were as follows:

	Number		Weighted average fair value
Deferred share awards	2024	2023	2024	2023
Outstanding at 1 April	2,964,516	2,470,280	15.75	16.52
Granted	2,316,207	1,811,061	13.35	14.27
Vested	(1,476,697)	(1,316,825)	15.62	15.00
Outstanding as at 31 March	3,804,026	2,964,516	14.35	15.75

	Number		Weighted average fair value
PLC Equity awards	2024	2023	2024	2023
Outstanding at 1 April	2,142,252	2,139,210	12.2	10.3
Granted	982,261	777,577	13.4	14.3
Vested	471,806	(774,535)	12.2	9.8
Outstanding as at 31 March	3,596,319	2,142,252	14.7	12.2

	Number		Weighted average fair value
Special Recognition Awards	2024	2023	2024	2023
Outstanding as at 1 April	46,154	–	14.27	–
Granted	–	46,154	0.00	14.27
Vesting	(46,154)	–	14.27	–
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

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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:

	Number		Weighted average fair value
Buy Out Awards	2024	2023	2024	2023
Outstanding as at 1 April	1,097,088	155,940	12.96	12.85
Granted	180,336	1,307,916	14.46	12.68
Vesting	(468,121)	(366,768)	13.55	13.35
Outstanding as at 31 March	809,303	1,097,088	13.41	12.96

The fair values of the Buy Out Awards granted are determined by the average share price for the five business days prior to grant.

Save As You Earn

The Group offers a Sharesave Scheme (‘SAYE’) to its UK employees. Options are granted at a 20% discount to the prevailing market price at the date of issue. Options to this equity-settled scheme are exercisable

at the end of a three-year savings contract. Participants are not entitled to dividends prior to the exercise of the options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year.

Fair value is measured using the Black–Scholes valuation model, which considers the current share price of the Group, the risk-free interest rate and the expected volatility of the share price over the life of the award.

The expected volatility was calculated by analysing three years of historic share price data of the Group.

The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards and options at grant date, which is remeasured at each reporting date. The total amount to be

expensed during the year is £169,587 (2023: £210,031).

	Number		Weighted average fair value
Save As You Earn	2024	2023	2024	2023
Outstanding as at 1 April	103,818	199,737	5.0	4.5
Granted	197,452	–	4.0	–
Vesting	(32,851)	(46,378)	3.3	3.3
Forfeited	(46,298)	(49,541)	5.5	4.3
Outstanding as at 31 March	222,121	103,818	4.3	5.0

Growth Incentive Award

The Growth Incentive Award ('GIA’) is a market-value share option. Grants of options are made following the end of the financial year to reward employees for performance and to enhance alignment of interests.

The GIA is a right to acquire shares during the exercise period (seven years following the vesting date) for a price equal to the market value of those shares on the grant date. These options vest at the end of the third

year following the year of grant, unless the individual leaves for cause or to join a competitor. Awards are based on performance against the individual’s objectives.

	Number		Weighted average fair value
Growth Incentive Award	2024	2023	2024	2023
Outstanding as at 1 April	463,000	–	3.13	–
Granted	–	480,000	–	3.13
Vesting	–	–	–	–
Forfeited	(52,000)	(17,000)	3.13	–
Outstanding as at 31 March	411,000	463,000	3.13	3.13

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25. Financial commitments

As described in the Strategic Report, the Group invests balance sheet capital alongside the funds it manages to grow the business and create long-term shareholder value. Commitments are made at the time of a fund’s launch

and are drawn down with the fund as it invests (typically over five years). Commitments may increase where distributions made are recallable. Commitments are irrevocable. At the balance sheet date the Group had undrawn

commitments, which can be called on over the commitment period, as follows:

	2024	2023
	£m	£m
ICG Europe Fund V	24.2	29.9
ICG Europe Fund VI	79.8	82.0
ICG Europe Fund VII	105.2	111.7
ICG Europe Fund VIII	192.4	185.5
ICG Mid-Market Fund	14.3	25.1
ICG Mid-Market Fund II	64.1	–
Intermediate Capital Asia Pacific Fund III	60.7	45.4
ICG Asia Pacific Fund IV	52.3	93.5
ICG Strategic Secondaries Fund II	32.1	33.1
ICG Strategic Equity Fund III	95.9	72.3
ICG Strategic Equity Fund IV	35.6	38.8
ICG Strategic Equity Fund V	79.2	–
ICG Recovery Fund II	40.8	34.3
LP Secondaries	20.8	47.4
ICG Senior Debt Partners II	4.0	3.8
ICG Senior Debt Partners III	5.1	5.8
ICG Senior Debt Partners IV	6.7	7. 3
Senior Debt Partners V	26.6	42.3
Senior Debt Partners NYCERS	1.6	–
ICG North American Private Debt Fund	26.9	27. 5
ICG North American Private Debt Fund II	24.6	27.9
ICG North American Credit Partners III	79.2	38.1
ICG-Longbow UK Real Estate Debt Investments V	0.2	0.2
ICG-Longbow UK Real Estate Debt Investments VI	12.4	13.9
ICG-Longbow Development Fund	6.8	6.8
ICG Living	20.9	21.8
ICG Infrastructure Equity Fund I	31.7	59.8
ICG Infrastructure Equity Fund II	10.1	–
ICG Private Markets Pooling - Sale and Leaseback	18.4	35.9
ICG Sale & Leaseback II	16.5	17.00
ICG Metropolitan 2	36.8	–
	1,225.9	1,107.1

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26. Related party transactions

Subsidiaries

The Group is not deemed to be controlled or jointly controlled by any party directly or through intermediaries. The Group consists of the Parent Company, Intermediate Capital Group plc, incorporated in the UK, and its

subsidiaries listed in note 27. All entities meeting the definition of a controlled entity as set out in IFRS 10 are consolidated within the results of the Group. All transactions between the Parent Company and its subsidiary

undertakings are classified as related party transactions for the Parent Company financial statements and are eliminated on consolidation. Significant transactions with subsidiary undertakings relate to dividends received,

the aggregate amount received during the year is £240.0m (2023: £386.6m) and recharge of costs to a subsidiary of £93.2m (2023: £168.5m)

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 29. Where the investment is held for venture capital purposes they are

designated as fair value through profit or loss. These entities are related parties and the significant transactions with associates and joint ventures are as follows:

	2024	2023
	£m	£m
Income statement
Net gains/(losses) on investments	84.5	(17.2)
	84.5	(17.2)

	2024	2023
	£m	£m
Statement of financial position
Trade and other receivables	179.2	66.8
Trade and other payables	(155.0)	(52.3)
	24.2	14.5

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26. Related party transactions continued

Unconsolidated structured entities

The Group has determined that, where the Group holds an investment, loan, fee receivable, guarantee or commitment with an investment fund, carried interest partnership or CLO, this represents an interest in a structured entity

in accordance with IFRS 12 Disclosure of Interest in Other Entities (see note 30). 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:

	2024	2023
	£m	£m
Income statement
Management fees	502.5	473.5
Performance fees	75.7	19.4
Dividend income	–	0.1
	578.2	493.0

	2024	2023
	£m	£m
Statement of financial position
Performance fees receivable	83.7	37. 5
Trade and other receivables	848.1	781.9
Trade and other payables	(807.4)	(718.3)
	124.4	101.1

Key management personnel

Key management personnel are defined as the Executive Directors. The Executive Directors of the Group are Benoît Durteste , David Bicarregui and Antje Hensel-Roth.

The compensation of key management personnel during the year was as follows:

	2024	2023
	£m	£m
Short-term employee benefits	3.7	3.7
Post-employment benefits	0.2	0.1
Other long-term benefits	0.2	0.9
Share-based payment benefits	6.9	7.0
	11.0	11.7

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26. Related party transactions continued

Fees paid to Non-Executive Directors were as follows:

	2024	2023
	£000	£000
William Rucker	375.0	63.9
Andrew Sykes	120.0	290.5
Rosemary Leith	134.5	113.9
Matthew Lester	120.5	116.5
Virginia Holmes	120.5	120.5
Stephen Welton	90.5	90.5
Amy Schioldager	125.0	125.0
Rusty Nelligan	104.5	108.5
Kathryn Purves	–	134.5

The remuneration of Directors and key executives and Non-Executive Directors is determined by the Remuneration Committee having regard to the performance of individuals and market rates. The Remuneration Policy

is described in more detail in the Remuneration Committee Report on page 95.

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Notes to the financial statements continued

27. Subsidiaries

Accounting policy

Investment in subsidiaries

The Group consists of the Parent Company, Intermediate Capital Group plc, and its subsidiaries, described collectively herein as ‘ICG’ or the ‘Group’. Investments in subsidiaries in the Parent Company statement of financial

position are recorded at cost less provision for impairments or at fair value through profit or loss.

Key accounting judgement

A key judgement for the Group is whether the Group controls an investee or fund and is required to consolidate the investee or fund into the results of the Group. Control is determined by the Directors’ assessment

of decision making authority, rights held by other parties, remuneration and exposure to returns.

When assessing whether the Group controls any fund it manages (or any entity associated with a fund) it is necessary to determine whether the Group acts in the capacity of principal or agent for the third-party investor.

An agent is a party primarily engaged to act on behalf and for the benefit of another party or parties, whereas a principal is primarily engaged to act for its own benefit.

A key judgement when determining that the Group acts in the capacity of principal or agent is the kick-out rights of the third-party fund investors. We have reviewed these kick-out rights, across each of the entities where

the Group has an interest. Where fund investors have substantive rights to remove the Group as the investment manager it has been concluded that the Group is an agent to the fund and thus the fund does not require

consolidation into the Group. We consider if the Group has significant influence over these entities and, where we conclude it does, we recognise them as associates. Where the conclusion is that the Group acts in the

capacity of principal the fund has been consolidated into the Group’s results.

Where the Group has Trust entities in investment deals or fund structures, a key judgement is whether the Trust is acting on behalf of the Group or another third party. Where the Trust is considered to act as an agent

of the Group, the Trust and its related subsidiaries have been consolidated into the Group.

As a fund manager 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 2024 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.

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Directly held subsidiaries

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

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Indirectly held subsidiaries

					% Voting rights
Name	Ref	Country of incorporation	Principal activity	Share class	held
ICG Alternative Investment Limited		England & Wales	Advisory company	Ordinary shares	100%
Intermediate Capital Managers Limited		England & Wales	Advisory company	Ordinary shares	100%
Intermediate Capital Asia Pacific Limited	12	Hong Kong	Advisory company	Ordinary shares	100%
ICG Europe S.à r.l.	23	Luxembourg	Advisory company	Ordinary shares	100%
ICG Enterprise Co-Investment GP Limited		England & Wales	General Partner	Ordinary shares	100%
ICG-Longbow B Investments L.P.		England & Wales	Investment company	N/A	50%
ICG-Longbow Development GP LLP		England & Wales	General Partner	N/A	–%
Longbow Real Estate Capital LLP		England & Wales	Advisory company	N/A	–%
ICG Senior Debt Partners UK GP Limited		England & Wales	General Partner	Ordinary shares	100%
Intermediate Capital Group SAS	8	France	Advisory company	Ordinary shares	100%
ICG Nordic AB	34	Sweden	Advisory company	Ordinary shares	100%
Intermediate Capital Group Dienstleistungsgesellschaft mbH	9	Germany	Service company	Ordinary shares	100%
Intermediate Capital Group Benelux B.V.	30	Netherlands	Advisory company	Ordinary shares	100%
Intermediate Capital Group Inc.	17	United States	Advisory company	Ordinary shares	100%
Intermediate Capital GP 2003 Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital GP 2003 No.1 Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Asia Pacific Mezzanine 2005 GP Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Asia Pacific Mezzanine Opportunity 2005 GP Limited	19	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Asia Pacific 2008 GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Europe Fund V GP Limited	18	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Group Beratungsgesellschaft GmbH	9	Germany	Advisory company	Ordinary shares	100%
Intermediate Capital Group (Singapore) Pte. Limited	32	Singapore	Advisory company	Ordinary shares	100%
ICG North America Associates LLC	17	Delaware	General Partner	Ordinary shares	100%
ICG Japan KK	14	Japan	Advisory company	Ordinary shares	100%
ICG Asia Pacific Fund III GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Alternative Credit (Luxembourg)GPS.A.	25	Luxembourg	General Partner	Ordinary shares	100%
ICG Alternative Credit (Cayman) GP Limited	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Senior Debt Partners	28	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Secondaries Carbon Associates LLC	17	Delaware	General Partner	Ordinary shares	100%
ICG European Fund 2006 B GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Europe Fund VI GP Limited	18	Jersey	General Partner	Ordinary shares	100%
ICG Total Credit (Global) GP, S.à r.l.	24	Luxembourg	General Partner	Ordinary shares	100%

1. Registered addresses are disclosed in page 186 .

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref	Country of incorporation	Principal activity	Share class	held
ICG EFV MLP Limited	18	Jersey	General Partner	Ordinary shares	100%
ICG-Longbow IV GP S.à r.l.	20	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Fund VI Lux GP S.à r.l.	20	Luxembourg	General Partner	Ordinary shares	100%
ICG Centre Street Partnership GP Limited	18	Jersey	General Partner	Ordinary shares	100%
Intermediate Capital Group Polska Sp. z.o.o	31	Poland	Service company	Ordinary shares	100%
ICG Recovery Fund 2008 B GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Europe Fund VII GP S.à r.l.	28	Luxembourg	General Partner	Ordinary shares	100%
ICG - Longbow Fund V GP S.à r.l.	22	Luxembourg	General Partner	Ordinary shares	100%
ICG Private Markets GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Mid-Market Fund GP S.à r.l.	28	Luxembourg	General Partner	Ordinary shares	100%
Intermediate Capital Inc	17	Delaware	Dormant	Ordinary shares	100%
ICG MF 2003 No.1 EGP 1 Limited		England & Wales	General Partner	Ordinary shares	100%
ICG MF 2003 No.1 EGP 2 Limited		England & Wales	General Partner	Ordinary shares	100%
ICG MF 2003 No. 3 EGP 1 Limited		England & Wales	General Partner	Ordinary shares	100%
ICG MF 2003 No.3 EGP 2 Limited		England & Wales	General Partner	Ordinary shares	100%
ICG Private Credit GP S.à r.l.	28	Luxembourg	General Partner	Ordinary shares	100%
Intermediate Capital Group (Italy) S.r.l	13	Italy	Advisory company	Ordinary shares	100%
ICG-LONGBOW SENIOR GP LLP		England & Wales	General Partner	N/A	–%
ICG Alternative Credit Warehouse Fund I GP, LLC	17	Delaware	General Partner	Ordinary shares	100%
ICG Alternative Credit (Jersey)GPLimited	19	Jersey	General Partner	Ordinary shares	100%
ICG Enterprise Carry GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Senior Debt Partners Performance GP Limited	19	Jersey	General Partner	Ordinary shares	100%
ICG Structured Special Opportunities GP Limited	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Asia Pacific Fund IV GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG European Credit Mandate GP S.à r.l.	28	Luxembourg	General Partner	Ordinary shares	100%
ICG Infrastructure Equity Fund I GP S.a.r.l	29	Luxembourg	General Partner	Ordinary shares	100%
ICG LP Secondaries Fund Associates I S.a. r.l.	29	Luxembourg	General Partner	Ordinary shares	100%
ICG US Senior Loan Fund GP Ltd	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Recovery Fund II GP S.à r.l.	29	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity IV GP LP	16	Delaware	Limited Partner	N/A	–%
ICG North American Private Debt (Offshore) GP Limited Partnership	5	Cayman Islands	Limited Partner	N/A	–%
ICG Europe Fund VI GP Limited Partnership	18	Jersey	Limited Partner	N/A	–%

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Indirectly held subsidiaries continued

					% Voting rights
Name	Ref	Country of incorporation	Principal activity	Share class	held
ICG Strategic Secondaries Carbon (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	–%
ICG Strategic Secondaries II (Offshore)GPLP	5	Cayman Islands	Limited Partner	N/A	–%
ICG Strategic Secondaries II GP LP	16	Delaware	Limited Partner	N/A	–%
ICG North American Private Debt II GP LP	17	Delaware	Limited Partner	N/A	–%
ICG North American Private Debt II (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	–%
ICG Japan Cayman Performance GP Limited	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Strategic Equity Side Car GP LP	5	Cayman Islands	Limited Partner	N/A	–%
ICG Strategic Equity III (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	–%
ICG Australian Senior Debt GP Limited	5	Cayman Islands	General Partner	Ordinary shares	100%
ICG Strategic Equity Side Car (Onshore) GP LP	16	Delaware	Limited Partner	N/A	–%
ICG Europe Fund VIII GP S.à r.l.	29	Luxembourg	General Partner	Ordinary shares	100%
ICG North American Private Equity I GP LP	21	Delaware	Limited Partner	N/A	–%
ICG Real Estate Debt VI GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Excelsior GP S.à r.l.	29	Luxembourg	General Partner	Ordinary shares	100%
ICG Life Sciences GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity Associates IV S.à r.l	29	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity IV GP LP SCSp	29	Luxembourg	Limited Partner	N/A	–%
ICG RE AUSTRALIA GROUP PTY LTD	3	Australia	Service company	Ordinary shares	100%
ICG (DIFC) Limited	26	United Arab Emirates	Service company	Ordinary shares	100%
ICG Metropolitan GP S.à r.l.	22	Luxembourg	General Partner	Ordinary shares	100%
ICG Senior Debt Partners GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Real Estate Senior Debt V GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG SRE GP II S.à r.l.	22	Luxembourg	General Partner	Ordinary shares	100%
ICG Living GP S.a r.l.	22	Luxembourg	General Partner	Ordinary shares	100%
ICG Europe Mid-Market Fund II GP S.à r.l.	29	Luxembourg	General Partner	Ordinary shares	100%
ICG Infrastructure Fund II GP S.à r.l	29	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity GP V S.à r.l.	29	Luxembourg	General Partner	Ordinary shares	100%
ICG Fund Advisors LLC	17	Delaware	Advisory company	Ordinary shares	100%
ICG Alternative Credit LLC	17	Delaware	Advisory company	Ordinary shares	100%
ICG Strategic Equity Advisors LLC	17	Delaware	Advisory company	Ordinary shares	100%
ICG Debt Administration LLC	17	Delaware	Service company	Ordinary shares	100%
ICG Strategic Equity Associates II LLC	16	Delaware	General Partner	Ordinary shares	100%

1. Registered addresses are disclosed in page 186.

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					% Voting rights
Name	Ref	Country of incorporation	Principal activity	Share class	held
ICG Velocity Co-Investor Associates LLC	16	Delaware	General Partner	Ordinary shares	100%
ICG Debt Advisors LLC - Manager Series	17	Delaware	Advisory company	Ordinary shares	100%
ICG North America Associates II LLC	17	Delaware	General Partner	Ordinary shares	100%
ICG Strategic Equity Associates III LLC	16	Delaware	General Partner	Ordinary shares	100%
ICG Augusta Associates LLC	16	Delaware	General Partner	Ordinary shares	100%
ICG STRATEGIC EQUITY ASSOCIATES IV LLC	16	Delaware	General Partner	Ordinary shares	100%
ICG LP Secondaries Associates I LLC	16	Delaware	General Partner	Ordinary shares	100%
ICG North America Associates III LLC	17	United States	General Partner	Ordinary shares	100%
ICG Global Investment Jersey Limited	18	Jersey	Investment company	Ordinary shares	100%
ICG North America Holdings Limited	5	Cayman Islands	Investment company	Ordinary shares	100%
ICG Global Nominee Jersey Limited	18	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG Global Nominee Jersey 2 Limited	18	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG RE CORPORATE AUSTRALIA PTY LTD	3	Australia	Service company	Ordinary shares	100%
ICG RE CAPITAL PARTNERS AUSTRALIA PTY LTD	3	Australia	Advisory company	Ordinary shares	100%
ICG RE FUNDS MANAGEMENT AUSTRALIA PTY LTD	3	Australia	Service company	Ordinary shares	100%
Intermediate Capital Managers (Australia)PTY Limited	2	Australia	Advisory company	Ordinary shares	100%
Intermediate Capital Australia PTY Limited	1	Australia	Advisory company	Ordinary shares	100%
ICG Alternative Investment (Netherlands) B.V.	30	Netherlands	Advisory company	Ordinary shares	100%
ICG Asia Pacific Fund IV GP LP SCSp	27	Luxembourg	Limited Partner	N/A	–%
ICG Augusta GP LP	5	Cayman Islands	Limited Partner	N/A	–%
ICG NA Debt Co-Invest Limited	15	England & Wales	Investment company	Ordinary shares	100%
ICG Debt Advisors LLC – Holdings Series	17	Delaware	Investment company	Ordinary shares	100%
ICG EFV MLP GP LIMITED		England & Wales	General Partner	Ordinary shares	100%
ICG Europe Fund VII GP LP SCSp	28	Luxembourg	Limited Partner	N/A	–%
ICG Europe Fund VIII GP LP SCSp	29	Luxembourg	Limited Partner	N/A	–%
ICG Europe Mid-Market Fund GP LP SCSp	28	Luxembourg	Limited Partner	N/A	–%
ICG European Credit Mandate GP LP SCSp	28	Luxembourg	Limited Partner	N/A	–%
ICG EXCELSIOR GP LP SCSp	29	Luxembourg	Limited Partner	N/A	–%
ICG Executive Financing Limited	19	Jersey	Service company	Ordinary shares	100%
ICG Infrastructure Equity Fund I GP LP SCSp	29	Luxembourg	Limited Partner	N/A	–%
ICG Life Sciences GP LP SCSp	27	Luxembourg	Limited Partner	N/A	–%
Avanton Richmond Developments Limited	7	England & Wales	Special purpose vehicle	Ordinary shares	70%

1. Registered addresses are disclosed in page 186.

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27. Subsidiaries continued

Indirectly held subsidiaries continued

					% Voting rights
Name	Ref	Country of incorporation	Principal activity	Share class	held
ICG LP Secondaries I GP LP SCSp	29	Luxembourg	Limited Partner	N/A	–%
ICG Employee Benefit Trust 2015	11	Guernsey	N/A	Ordinary shares	100%
ICG Private Markets General Partner SCSp	27	Luxembourg	General Partner	N/A	–%
ICG Real Estate Debt VI GP LP SCSp	27	Luxembourg	Limited Partner	N/A	–%
ICG Recovery Fund II GP LP SCSp	29	Luxembourg	Limited Partner	N/A	–%
ICG Strategic Equity Side Car II GP LP	5	Cayman Islands	Limited Partner	N/A	–%
ICG Strategic Equity Side Car II (Onshore) GP LP	16	Delaware	Limited Partner	N/A	–%
ICG Velocity GP LP	16	Delaware	Limited Partner	N/A	–%
ICG Velocity Co-Investor GP LP	16	Delaware	Limited Partner	N/A	–%
ICG Velocity Co-Investor (Offshore) GP LP	5	Cayman Islands	Limited Partner	N/A	–%
Wise Living Homes Limited	6	England & Wales	Special purpose vehicle	Ordinary shares	83%
Wise Limited Amber Langley Mill Limited	6	United Kingdom	Special purpose vehicle	Ordinary shares	83%
ICG Longbow Development Debt Limited		England & Wales	Investment company	Ordinary shares	100%
ICG-Longbow Investment 3 LLP		England & Wales	Special purpose vehicle	N/A	–%
ICG Asia Pacific Fund III GP Limited Partnership	19	Jersey	Limited Partner	N/A	–%
ICG Europe Fund V GP Limited Partnership	18	Jersey	Limited Partner	N/A	–%
ICG Europe Copenhagen, filial af ICG Europe S.à r.l.	35	Denmark	Branch	N/A	100%
ICG Europe SARL - Frankfurt Branch	36	Germany	Branch	N/A	100%
ICG Europe SARL - Milan Branch	37	Italy	Branch	N/A	100%
ICG Europe SARL - Paris Branch	38	France	Branch	N/A	100%
ICG North America Associates III S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG North American Private Debt GP LP	17	Delaware	Limited Partner	N/A	–%
ICG Real Estate Opportunities APAC GP S.à r.l.	22	Luxembourg	General Partner	Ordinary shares	100%
ICG Strategic Equity GP V LLC	16	Delaware	General Partner	Ordinary shares	100%
Intermediate Capital Managers Limited (France Branch)	38	France	Branch	N/A	100%
ICG Infrastructure APAC I GP S.à r.l.	22	Luxembourg	General Partner	Ordinary shares	100%
Rock Investments GP S.à r.l.	27	Luxembourg	General Partner	Ordinary shares	100%
ICG Real Estate Debt VII GP Sarl	22	Luxembourg	General Partner	Ordinary shares	100%
ICG Seed Asset Founder LP Limited	19	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG North American Private Equity Debt Limited	19	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG Real Estate E Debt Limited	19	Jersey	Special purpose vehicle	Ordinary shares	100%
ICG Life Sciences Debt Limited	19	Jersey	Special purpose vehicle	Ordinary shares	100%

1. Registered addresses are disclosed in page 186.

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					% Voting rights
Name	Ref	Country of incorporation	Principal activity	Share class	held
ICG North American Private Equity Associates I LLC	21	Delaware	General Partner	Ordinary shares	100%
ICG North American Private Equity Fund I LP	21	Delaware	Special purpose vehicle	N/A	–%
ICG Life Sciences SCSp	27	Luxembourg	Limited Partner	N/A	–%
ICG Life Sciences Feeder SCSp	27	Luxembourg	Special purpose vehicle	N/A	–%
ICG Funding Lux S.à r.l.	22	Luxembourg	Special purpose vehicle	Ordinary shares	100%
Atlanta Investment PTE. Limited	10	Singapore	Special purpose vehicle	Ordinary shares	100%
ICG Infrastructure APAC Fund SCSp	22	Luxembourg	Special purpose vehicle	N/A	–%
ICG Infrastructure APAC Investment PTE. Limited	10	Singapore	Special purpose vehicle	Ordinary shares	100%
Montero PTE Ltd	10	Singapore	Special purpose vehicle	Ordinary shares	100%
ICG Real Estate Opportunities APAC Fund SCSP	22	Luxembourg	Special purpose vehicle	N/A	–%
Yangju Investment PTE. LTD.	10	Singapore	Special purpose vehicle	Ordinary shares	100%
Montero Japan Master Pte. Ltd	10	Singapore	Special purpose vehicle	Ordinary shares	100%
Montero Cruise JP 1 Pte. Ltd	10	Singapore	Special purpose vehicle	Ordinary shares	100%
Montero Cruise JP 2 Pte. Ltd	10	Singapore	Special purpose vehicle	Ordinary shares	100%
Capstone Living and Stay General Private Investment Company No. 1	0	South Korea	Portfolio Company	Ordinary shares	100%
Capstone Living and Stay General Private Investment Company No. 2	0	South Korea	Portfolio Company	Ordinary shares	100%
Rifa Private Real Estate Trust No. 24	0	South Korea	Portfolio Company	Ordinary shares	100%

1. Registered addresses are disclosed in page 186 .

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27. Subsidiaries continued

	Registered offices
1	Level 18, 88 Phillip Street, Sydney, NSW 2000, Australia
2	Level 31, 88 Phillip Street, Sydney, NSW 2000, Australia
3	Level 9, 88 Phillip Street, Sydney, NSW 2000, Australia
4	75 Fort Street, Clifton House, c/o Estera Trust (Cayman)Limited,PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands
5	PO Box 309, Ugland House, C/o Maples Corporate Services Limited, Grand Cayman, KY1-1104, Cayman Islands
6	17 Regan Way, Chetwynd Business Park, Chilwell, Nottingham, NG9 6RZ, England & Wales
7	Brock House, 19 Langham Street, London, England, W1W 6BP
8	1 rue de la Paix, Paris, 75002, France
9	12th Floor, An der Welle 5, Frankfurt, 60322, Germany
10	9 Temasek Boulevard, #12-01/02. Suntec Tower Two, 038989, Singapore
11	c/o Zedra Trust Company (Guernsey)Limited,3rd Floor, Cambridge House, Le Truchot, St Peter Port, GY1 1WD, Guernsey
12	Suites 1301-02, 13/F, AIA Central, 1 Connaught Road Central, Hong Kong
13	Corso Giacomo Matteotti 3, Milan, 20121, Italy
14	Level 23, Otemachi Nomura Building, 2-1-1 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan
15	25 Farringdon Street, London, EC4A 4AB
16	c/o Maples Fiduciary Services (Delaware) Inc., Suite 302, 4001 Kennett Pike, Wilmington, DE, 19807, United States
17	c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States
18	IFC 1, The Esplanade, St. Helier, JE1 4BP, Jersey
19	Ogier House,44 The Esplanade, St. Helier, JE4 9WG, Jersey
20	12E, rue Guillaume Kroll, L - 1882 Luxembourg
21	c/o Intertrust Corporate Services Delaware LTD, Suite 210, 200 Bellevue Parkway, Wilmington, DE, 19809, United States
22	3, rue Gabriel Lippmann, L - 5365 Munsbach, Luxembourg
23	32-36, boulevard d'Avranches L - 1160 Luxembourg, 1160, Luxembourg
24	49 Avenue John F. Kennedy, Luxembourg, L-1855, Luxembourg
25	5 Allée Scheffer, Luxembourg, L-2520, Luxembourg
26	Index Tower, Floor 4, Unit 404, Dubai International Financial Centre, Dubai, United Arab Emirates
27	6, rue Eugene Ruppert, Luxembourg, L-2453, Luxembourg
28	60, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg
29	6H Route de Trèves, Senningerberg, L-2633, Luxembourg
30	Paulus Potterstraat 20, 2hg., Amsterdam, 1071 DA, Netherlands
31	Spark B, Aleja Solidarności 171, Warsaw, 00-877, Poland
32	8 Marina View, #32-06. Asia Square Tower 1, 018960, Singapore
33	Serrano 30-3º, 28001 Madrid, Spain
34	David Bagares Gata 3, 111 38 Stockholm
35	Female Founders House Bredgade 45B, 3., kontor, Copenhagen, 607 1260, Denmark
36	12th Floor, Stockwerk, An der Welle 5, Frankfurt, 60322, Germany
37	Corso Giacomo Matteotti 3, Milan, 20121, Italy
38	1 rue de la Paix, Paris, 75002, France

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27. Subsidiaries continued

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

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

The structured entities controlled by the Group include £5,089.7m (2023: £5,160.8m) of assets and £5,087.7m (2023: £5,109.2m) 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.

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27. Subsidiaries continued

Subsidiary audit exemption

For the period ended 31 March 2024, 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 2024.

Company	Registered number	Member(s)
ICG FMC Limited	7266173	Intermediate Capital Group plc
ICG Global Investment UK Limited	7647419	Intermediate Capital Group plc
ICG Japan (Funding 2)Limited	9125779	Intermediate Capital Group plc
ICG Longbow Development (Brighton)Limited	8802752	Intermediate Capital Group plc
ICG Longbow Richmond Limited	11210259	Intermediate Capital Group plc
ICG Longbow BTR Limited	11177993	Intermediate Capital Group plc
ICG Longbow Senior Debt I GP Limited	2276839	Intermediate Capital Group plc
Intermediate Capital Investments Limited	2327070	Intermediate Capital Group plc
LREC Partners Investments No. 2 Limited	7428335	Intermediate Capital Group plc
ICG Longbow Development Debt Limited	9907841	ICG-Longbow Development GP LLP
ICG IC Holdco Limited	14542130	Intermediate Capital Group plc
ICG-Longbow Development GP LLP	OC396833	Intermediate Capital Group plc, ICG FMC Limited
ICG-Longbow Investment 3 LLP	OC395389	ICG FMC Limited, Intermediate Capital Managers Limited
ICG-Longbow Senior GP LLP	OC427634	Intermediate Capital Group plc, ICG FMC Limited

1. Shareholders or Partners, as appropriate.

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28. 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. When assets are expected to be held for a period for up to a year,

these assets may 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.

Assets within 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.

Subsidiaries within disposal groups held for sale which were acquired with a view to resale are assessed as discontinued operations.

Financial year ended 31 March 2024

As at 31 March 2024, management have assessed that it is no longer highly probable that the remaining assets classified as disposal groups held for sale at the prior reporting date will be disposed of in the next 12 months

and therefore have ceased to classify these assets as held for sale.

As at 31 March 2024 these assets are now classified either as financial assets at fair value through profit and loss in accordance with IFRS 9 (see note 5) or investment properties at fair value through profit and loss in

accordance with IAS 40 (see note 18). Assets were reclassified at fair value.

During the year the majority of discontinued operations were derecognised following the sale of controlling interests in the subsidiaries to third-party investors (see note 31 for details of full realisations). A loss on disposal of

£9.3m was recognised in respect of a full disposal of a discontinued operation and a loss of £3.9m was recognised in respect of a partial disposal of a discontinued operation, both to third parties. The retained interests do not

meet the definition of held for sale and are classified as continuing operations. Prior year profit after tax of those discontinued operations not disposed during the year is immaterial and have not been re-presented to continuing

operations.

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Notes to the financial statements continued

29. Associates and joint ventures

Accounting policy

Investment in associates

An associate is an entity over which the Group has significant influence, but no control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes

they are designated at fair value through profit or loss.

Investment in joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control over the arrangement have rights to the net assets of the arrangements. The results and assets and liabilities of joint ventures are incorporated

in these financial statements using the equity method of accounting from the date on which the investee becomes a joint venture, except when the investment is held for venture capital purposes in which case they are

designated as fair value through profit and loss. Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement of financial position at cost, and adjusted thereafter to recognise

the Group’s share of the joint venture’s profit or loss.

The nature of some of the activities of the Group associates and joint ventures are investment related which are seen as complementing the Group’s operations and contributing to achieving the Group’s overall strategy.

The remaining associates and joint ventures are portfolio companies not involved in investment activities.

Details of associates and joint ventures

Details of each of the Group’s associates at the end of the reporting period are as follows:

			Proportion of			Proportion of
			ownership		Income	ownership	Income
			interest/voting		distributions	interest/voting	distributions
			rights held by the		received from	rights held by the	received from
			Group		associate	Group	associate
Name of associate	Principal activity	Country of incorporation	2024		2024	2023	2023
ICG Europe Fund V Jersey Limited	Investment company	Jersey	20%	4.5		20%	11.0
ICG Europe Fund VI Jersey Limited	Investment company	Jersey	17%	(3)		17%	24.7
ICG North American Private Debt Fund	Investment company	United States of America	20%	1.1		20%	5.5
ICG Asia Pacific Fund III Singapore Pte. Limited	Investment company	Singapore	20%	4.1		20%	(1.2)
Ambient Enterprises LLC	Investment company	United States of America	43%	–		50%	–
KIK Equity Co-invest LLC	Investment company	United States of America	25%	–		25%	–
Seaway Topco, LP	Investment company	United States of America	49%	–		–%	–

1. The registered address for this entity is IFC 1 – The Esplanade, St Helier, Jersey JE1 4BP.

2. The registered address for this entity is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States

3. The registered address for this entity is 9 Raffles Place. #26-01. Republic Plaza, 048619, Singapore

During the year the Group’s investments in Seaway Topco, LP was assessed as an associate. All associates are accounted for at fair value.

The Group has a shareholding in each of ICG Europe Fund V Jersey Limited, ICG Europe Fund VI Jersey Limited, ICG North American Private Debt Fund, ICG Asia Pacific Fund III Singapore Pte. Limited and KIK Equity Co-invest

LLC arising from its co-investment with a fund. The Group appoints the General Partner (GP) to each of these funds. The investors have substantive rights to remove the GP without cause. The Funds also each have an Advisory

Council, nominated by the investors, whose function is to ensure that the GP is acting in the interest of investors. As the Group has a 17%–25% holding, and therefore significant influence in each entity, they have been considered

as associates

The proportion of ownership interest in this Ambient Enterprises LLC has reduced in the year as a result of dilution.

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29. Associates and joint ventures continued

Details of each of the Group’s joint ventures at the end of the reporting period are as follows:

				Proportion of ownership	Proportion of voting
				interest held by the Group	rights held by the Group
Name of joint venture	Accounting method	Principal activity	Country of incorporation	2024	2024
Nomura ICG KK	Equity	Advisory company	Japan	–%	–%
Brighton Marina Group Limited	Fair value	Investment company	United Kingdom	70%	70%

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.

Summarised financial information for equity accounted joint ventures

During the year the Group disposed of its interest in Nomura ICG KK. Nomura ICG KK made no profit from continuing operations and total comprehensive income for the year ended 31 March 2024 (2023: £8.8m),

of which the Group’s share of results accounted for using the equity method is (£0.4m) for the year ended 31 March 2024 (2023: £4.4m).

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 associate is ICG Europe Fund VI Jersey Limited which is an associate measured at fair value through profit and loss. The information below is derived from the IFRS financial statements of the entities.

Materiality has been determined by the carrying value of the associate as a percentage of total Group assets.

The entity allows the Group to co-invest with ICG Europe Fund VI, aligning interests with other investors. In addition to the returns on its co-investment the Group receives performance-related fee income from the funds

(see note 3). This is industry standard and is in line with other funds in the industry.

		ICG Fund VI Jersey Limited
	2024	2023
	£m	£m
Current assets	0.6	8.1
Non-current assets	975.4	1,023.9
Current liabilities	–	(55.8)
	976.0	976.2
Revenue	185.0	47. 3
Expenses	(0.2)	(24.1)
Total comprehensive income	184.8	23.2

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30. Unconsolidated structured entities

A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and

the relevant activities are directed by means of contractual arrangements. The Group has determined that it has an interest in a structured entity where the Group holds an investment, loan, fee receivable or commitment

with an investment fund or CLO. Where the Group does not hold an investment in the structured entity, management has determined that the characteristics of control, in accordance with IFRS 10, are not met.

The Group, as fund manager, acts in accordance with the pre-defined parameters set out in various agreements. The decision-making authority of the Group and the rights of third parties are documented. These agreements

include management fees that are commensurate with the services provided and performance fee arrangements that are industry standard. As such, the Group is acting as agent on behalf of these investors and therefore these

entities are not consolidated into the Group’s results. Consolidated structured entities are detailed in note 27.

At 31 March 2024, 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:

					2024
	Investment in	Management fees		Performance fees		Maximum
	Fund	receivable	Management fee rates	receivable	Performance fee rates	exposure to loss
Funds	£m	£m	%	£m	%	£m
CLOs	295.9	4.2	0.19% to 0.50%	–	0.05% to 0.20%	300.1
Credit Funds	22.1	9. 3	0.29% to 1.50%	13.0	20% of returns in excess of 0% for Alternative Credit Fund only	44.4
Corporate Investment Funds	1,402.7	61.6	0.43% to 1.50%	66.4	20%–25% of total performance fee of 10%–20% of profit over the threshold	1,530.7
Real Asset Funds	401.6	17.7	0.30% to 1.24%	–	20% of total performance fee of 15%–20% of profit over the threshold	419.3
Secondaries Funds	455.8	38.5	0.75% to 1.37%	4.3	20% of total performance fee of 12.5%–20% of profit over the threshold	498.6
Total	2,578.1	131.3		83.7		2,793.1

						2023
	Investment in	Management fees		Performance fees		Maximum
	Fund	receivable	Management fee rates	receivable	Performance fee rates	exposure to loss
Funds	£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

The Group’s maximum exposure to loss is equal to the value of any investments held and unpaid management fees and performance fees.

The Group has not provided non-contractual financial or other support to the unconsolidated structured entities during the year. It is not the current intention to provide such support, including the intention

to assist the structured entity in obtaining financial support.

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31. Net cash flows from operating activities

Accounting policy

Cash flows arising from the acquisition and disposal of assets to seed new investment strategies are classified as operating, as this activity is undertaken to establish new sources of fund management fee income,

growing the operating activities of the Group.

		Year ended	Year ended
		31 March 2024	31 March 2023
		Group	Group
	Notes	£m	£m
Profit before tax from continuing operations		530.8	251.0
Adjustments for non-cash items:
Fee and other operating income	3	(554.8)	(483.6)
Net investment returns	9	(405.3)	(172.5)
Interest income	8	(21.6)	(15.5)
Net fair value (gain)/loss on derivatives		(22.8)	34.9
Impact of movement in foreign exchange rates		33.3	(17.8)
Interest expense	10	49.5	64.6
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets	16, 17	18.0	18.2
Share-based payment expense		43.9	39. 5
Change in disposal groups held for sale		–	(8.8)
Working capital changes:
Increase in trade and other receivables		(88.7)	(12.0)
Decrease in trade and other payables		(17.7)	(196.9)
		(435.4)	(498.9)
Proceeds from sale of current financial assets and disposal groups held for sale		319.2	45.5
Purchase of current financial assets and disposal groups held for sale		(312.1)	(211.9)
Purchase of investments		(1,729.7)	(1,374.6)
Proceeds from sales and maturities of investments		2,233.1	1,721.8
Issuance of CLO notes1		–	0.4
Redemption of CLO notes1		(389.1)	(45.6)
Interest received2		447.2	322.6
Dividends received2		47.0	40.2
Fee and other operating income received		496.4	587.9
Interest paid		(379.5)	(263.4)
Cash flows generated from operations		297.1	324.0
Taxes paid		(41.2)	(32.4)
Net cash flows from operating activities		255.9	291.6

1. The prior period has been re-presented to separately disclose the gross amounts of issuance and redemption of CLO notes, previously included within the “Purchase of Investment” and “Proceeds from sales and maturities of investments” lines respectively.

2. The prior period has been re-presented to separately disclose Interest received and Dividends received, previously disclosed as “Interest and dividend income received” .

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Notes to the financial statements continued

31. Net cash flows from operating activities continued

Included within Proceeds from sale of current financial assets and disposal groups held for sale is i) cash consideration received of £240.0m in respect of the disposals of the Group's real estate seed investments in Metropolitan

SCSp and Metropolitan 2 SCSp resulting in a loss of control by the Group in those entities. Immediately prior to the disposal the net asset value of these interests was £247.1m, predominantly comprised of investment property;

ii) cash consideration received of £44.8m in respect of the disposal of the Group’s interest in an LP Secondaries transaction, resulting in a loss of control by the Group in that entity. Immediately prior to the disposal the net asset

value of this interest was £26.6m, comprised of interests in private equity funds; and iii) cash consideration of £1.7m and non-cash consideration of £15.2m in respect of the partial disposal of the Group's seed investment in

Seaway Topco LP resulting in a loss of control by the Group. Immediately prior to the disposal the net asset value of this interest was £40.1m, predominantly comprised of goodwill (see note 28).

Purchase of current financial assets and disposal groups held for sale includes £123.1m (FY23: £56.4m) of financial assets and £169.5m (FY23: £100.6m) of investment property held by controlled subsidiaries.

		Year ended	Year ended
		31 March 2024	31 March 2023
		Company	Company
	Notes	£m	£m
Profit before tax from continuing operations		298.2	51.5
Adjustments for non-cash items:
Fee and other operating income		(16.3)	(3.9)
Dividend income		(240.0)	(386.6)
Interest income		(75.1)	(53.7)
Net investment returns		(8.9)	(0.7)
Net fair value (gain)/loss on derivatives		(23.5)	7. 5
Impact of movement in foreign exchange rates		(99.7)	141.1
Interest expense		124.4	124.9
Depreciation, amortisation and impairment of property, equipment and intangible assets	16, 17	10.9	12.0
Write-down of intercompany loan balance		12.2	12.7
Share-based payment expense		43.9	39. 5
Intragroup reallocation of incurred costs		(80.6)	(152.0)
Working capital changes:
Decrease in trade and other receivables		7. 3	4.5
Decrease in trade and other payables		(118.0)	(15.8)
		(165.2)	(219.0)
Proceeds from sale of current financial assets		–	34.2
Purchase of current financial assets		–	(134.6)
Purchase of investments		(28.0)	(73.1)
Proceeds from sales and maturities of investments		70.1	127.5
Interest received		21.4	6.0
Fee and other operating income received		11.7	5.0
Interest paid		(46.8)	(60.3)
Cash flows used in operations		(136.8)	(314.3)
Taxes paid		(24.2)	(20.8)
Net cash flows used in operating activities		(161.0)	(335.1)

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32. 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.

33. Post balance sheet events

There have been no material events since the balance sheet date.

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Non-IFRSalternativeperformancemeasures(APM)aredefinedbelow:

Term Short Form Definition

APM cash Total cash excluding balances within consolidated structured entities.

APM earnings per share EPS APMprofitaftertax(annualisedwhenreportingasix-monthperiod’sresults)dividedbytheweightedaveragenumberofordinarysharesasdetailedinnote15.

APM Group profit before tax Groupprofitbeforetaxadjustedfortheimpactoftheconsolidatedstructuredentities(seenote4).Asat31March,thisiscalculatedasfollows:

2024 2023

Profitbeforetax £530.80 £251.0m

Plus/Lessconsolidatedstructuredentities £67.0m £7.1m

APMGroupprofit/(loss)beforetax £597.8m £258.1m

Assets under management AUM Value of all funds and assets managed by the Group. AUM is calculated by adding third-party AUM and the value of the Balance Sheet Investment Portfolio.

2024 2023

Third Party AUM $94.5bn $77.0bn

Balance Sheet Investment Portfolio $3.9bn $3.2bn

Total AUM $98.4bn $80.2bn

Available cash Total available cash comprises APM cash less regulatory liquidity requirements.

2024 2023

APM cash £627.4m £550.0m

Regulatory liquidity requirement (£53.0)m (£44.0)m

Available cash £574.4m £506.0m

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.

2024 2023

Totalnoncurrentandcurrentfinancialassets Note 4 £3,080.3m £2,924.6m

Derivative (assets) (£10.3)m (£22.6)m

Total balance sheet investment portfolio £3,070.0m £2,902m

Cash profit PICP Cashprofitisdefinedasinternallyreportedprofitbeforetaxandincentiveschemes,adjustedfornon-cashitems

2024 2023

APMprofitbeforetax £597.8m £258.1m

Add back incentive schemes £171.9m £151.8m

Other adjustments (£258.8)m £121.9m

Cashprofit £510.9m £531.8m

Earnings per share EPS Profitaftertax(annualisedwhenreportingasix-monthperiod’sresults)dividedbytheweightedaveragenumberofordinarysharesasdetailedinnote15.

EBITDA Earnings before interest, tax, depreciation and amortisation.

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

2024 2023

Groupcashflowsfromoperatingactivities-APM £388.9m £395.0m

Interest paid (£49.3)m (£63.5)m

Netcashflowsfrom/(usedin)operatingactivities Note 4 £339.6m £331.5m

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GlossaryGlossary

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

2024 2023

Groupcashflowsfromfinancingactivities-APM £241.6m (£533.4)m

Interest paid £49.3m £63.5m

Payment of principal portion of lease liabilities (£8.4)m (£6.8)m

Netcashflowsfrom/(usedin)financingactivities Note 4 (£282.5)m (£476.7)m

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

2024 2023

Netcashflowsusedininvestingactivities £22.0m (£70.0)m

Payment of principal portion of lease liabilities (£8.4)m (£6.8)m

Otheroperatingcashflows £13.6m (£76.8)m

Interest expense Interestexpenseexcludesthecostoffinancingassociatedwiththeconsolidatedstructuredentities.Seenote10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:

2024 2023

Total equity (See note 4 ) £2,295.4m £1,977.4m

Closing number of ordinary shares 286,699,346 285,082,287

Net asset value per share 801p 694p

On an IFRS basis Net Asset Value as follows:

2024 2023

Total equity (See note 4 ) £2,299.7m £2,045.2m

Closing number of ordinary shares 286,699,346 285,082,287

Net asset value per share 802p 717p

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Glossary continued

Term Short Form Definition

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:

2024 2023

Cash £627.4m £550.0m

Currentfinancialassets £366.6m £282.4m

Other current assets £299.1m £243.7m

Currentfinancialliabilities (£268.4)m (£79.1)m

Other current liabilities (£255.8)m (£157.7)m

Net current assets £768.9m £839.3m

On an IFRS basis net current assets are as follows:

2024 2023

Cash £990.0m £957.5m

Currentfinancialassets — —

Other current assets £486.3m £307.3m

Disposal groups held for sale 0 £578.3m

Currentfinancialliabilities (£259.3)m (£64.3)m

Other current liabilities (£576.2)m (£501.0)m

Liabilitiesdirectlyassociatedwithdisposalgroupsheldforsale 0 (£204.0)m

Net current assets £640.8m £1,073.8m

Net financial debt Netfinancialdebtincludesavailablecashwhereasgearingusesgrossborrowingsandisthereforenotimpactedbymovementsincashbalances.Grossdrawndebtless

available cash of the Group, as at 31 March, is calculated as follows:

2024 2023

Total liabilities held at unamortised cost £1447.4m £1653.4m

Impact of upfront fees/unamortised discount £0.6m £1.6m

Gross drawn debt (see page 64) £1,538.0m £1,538.0m

Lessavailablecash (£574.4)m (£506.0)m

Net debt £873.6m £1,032.0m

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Term Short Form Definition

Net gearing Netdebt,excludingtheconsolidatedstructuredentities,dividedbytotalequityfromthestatementoffinancialpositionadjustedfortheimpactoftheconsolidated

structured entities. As at 31 March, this is calculated as follows:

2024 2023

Net debt £874m £1,032m

Shareholders’ equity £2,295.4m £1,977.4m

Net gearing 0.38x 0.52x

Net Investment Returns Net Investment Returns is the total of interest income, capital gains, dividend and other income generated by the balance sheet investment portfolio 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 profit margin FundManagementCompanyprofitbeforetaxdividedbyFundManagementCompanytotalrevenue.Asat31Marchthisiscalculatedasfollows:

2024 2023

FundManagementCompanyprofitbeforetax £374.4m £310.7m

Fund Management Company total revenue £652.0m £539.9m

Operatingprofitmargin 57.4% 57.5%

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.

Total available liquidity Total available liquidity comprises available cash and undrawn debt facilities.

Total fund size Total fund size is the sum of third-party AUM and ICG plc’s commitment to that fund.

Weighted-average fee rate An average fee rate across all strategies based on fee earning AUM in which the fees earned are weighted based on the relative AUM.

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Glossary continued

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 AUM: New commitments of capital by clients including recycled AUM. Within third-party fee-earning AUM: the aggregate of new commitments of capital

by clients that pay fees on committed capital, and deployment of capital that charges fees on invested capital.

AIFMD The EU Alternative Investment Fund Managers Directive.

Alternative performance measure APM Thesearenon-IFRSfinancialmeasures.

CAGR Compound Annual Growth Rate.

Catch-up fees Feeschargedtoinvestorswhocommittoafundchargingfeesoncommitments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 Distributed to Paid-In Capital

Employee Benefit Trust EBT Special purpose vehicle used to purchase ICG plc shares which are used to satisfy share options and awards granted under the Group’s employee share schemes.

Environmental, Social and

Governance

ESG Environmental, social and governance (ESG) criteria are a set of standards for a company’s operations that socially conscious investors use to screen potential

investments.

Financial Conduct Authority FCA Regulatesconductbybothretailandwholesalefinancialservicecompaniesinprovisionofservicestoconsumers.

Financial Reporting Council FRC The UK’s independent regulator responsible for promoting high quality corporate governance and reporting.

Fund Apoolofthird-partycapitalallocatedtoaspecificinvestmentstrategyorstrategies,managedbyICGplcoritsaffiliates.

Fund Management Company FMC The Group’s fund management business, which sources and manages investments on behalf of the IC and third-party funds.

Fund level leverage Debtfacilitiesutilisedbyfundstofinanceassets.

Gross money on invested capital Gross MOIC Total realised and unrealised value of investments (before deduction of any fees), divided by the total invested cost.

HMRC HM Revenue & Customs, the UK tax authority.

IAS International Accounting Standards.

IFRS International Financial Reporting Standards as adopted by the United Kingdom.

Illiquid assets Asset classes which are not actively traded.

Internal Rate of Return IRR The annualised return received by an investor in a fund. It is calculated from cash drawn from and returned to the investor together with the residual value of the asset.

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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.

Key Person Certain funds have a designated Key Person. The departure of a Key Person without adequate replacement triggers a contractual right for investors to cancel their

commitments or kick-out of the Group as fund manager.

Key performance indicator KPI A business metric used to evaluate factors that are crucial to the success of an organisation.

Key risk indicator KRI A measure used to indicate how risky an activity is. It is an indicator of the possibility of future adverse impact.

Liquid assets Asset classes with an active, established market in which assets may be readily bought and sold.

LTM EBITDA Lasttwelvemonth'searningbeforeinterest,tax,depreciationandamortisation.

Market movements Market movements of AUM comprises revaluation of non-USD denominated funds and changes in net asset value for funds where the measurement of AUM is based

on the fund net asset value.

Money multiple MOIC or MM Cumulative returns divided by original capital invested.

Net currency assets Net assets excluding certain items including; trade and other receivables, trade and other payables, property plant and equipment, cash balances held by the Group’s

fund management entities and current and deferred tax assets and liabilities.

Open-ended fund A fund which remains open to new commitments and where an investor’s commitment may be redeemed with appropriate notice.

Performance fees Carried interest

or Carry

Shareofprofitsthatthefundmanagerisdueonceithasreturnedthecostofinvestmentandagreedpreferredreturntoinvestors.

Realisation The return of invested capital in the form of principal, rolled-up interest and/or capital gain.

Realisations (of AUM) Reductions in AUM due to capital being returned to investors and/or no longer able to be called by the fund, and the reduction in AUM due to step-downs.

Recycle (of AUM) Wherethefundisabletore-investcapitalthathaspreviouslybeeninvestedandthenrealised.Thisistypicallyonlywithinadefinedperiodduringthefund'sinvestment

period and is generally subject to certain requirements.

Relevant investments RelevantinvestmentsincludealldirectinvestmentswithinICG’sStructuredandPrivateEquityassetclassandInfrastructureEquitystrategy,whereICGhassufficient

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

RCF Revolving credit facility

Seed investments Investments within the balance sheet investment portfolio that the Group anticipates transferring to a fund in due course, typically made where the Group is seeding

new strategies in anticipation of raising a fund.

Step-down A reduction in AUM resulting from the end of the investment period in an existing fund or when a subsequent fund starts to invest. Funds that charge fees on committed

capital during the investment period will normally shift to charging fees on net invested capital post step-down. There is generally the ability to continue to call further

capital from funds that have had a step-down in certain circumstances.

Separately Managed Account SMA Third-partycapitalcommittedbyasingleinvestorallocatedtoaspecificinvestmentstrategyorstrategies,managedbyICGplcoritsaffiliates.

Science-based target SBT AdecarbonisationtargetindependentlyvalidatedbytheScienceBasedTargetsinitiative(SBTi)whichdefinesandpromotesbestpracticeinscience-basedtarget

setting in line with the latest climate science.

Structured entities Entitieswhichareclassifiedasinvestmentfunds,creditfundsorCLOsandaredeemedtobecontrolledbytheGroup,throughitsinterestsineitheraninvestment,loan,

fee receivable, guarantee or commitment.

Task Force on Climate-related

Financial Disclosures

The TCFD was created by the Financial Stability Board to develop recommendations on the types of information that companies should disclose to support investors,

lenders,andinsuranceunderwritersinappropriatelyassessingandpricingaspecificsetofrisksrelatedtoclimatechange.

Total AUM The aggregate of the Third Party AUM and the Balance Sheet investment portfolio.

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.

Principles for Responsible

Investment

UN PRI The Principles for Responsible Investment is an independent association promoting responsible investment to its network in order to enhance returns and better

manage risks of investments.

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Glossary continued

The Greenhouse gas emissions (GHG) 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 its GHG emissions 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 emissions reporting period of 1 April to 31 March is in line with our Annual Report and Accounts,

however the GHG emissions footprint was completed prior to 31 March for the purpose of timely disclosure

in the Annual Report and Accounts 2024. To align the periods, ICG calculated the footprint by utilising actual

data across the determined GHG emissions sources for the calendar year (1 January – 31 December 2023).

The January – March 2023 data was then used as a proxy for the January – March 2024 period. This method

was conducted in line with previous ICG GHG emissions calculations and therefore provides comparability

between years.

TheexceptiontothisrulewastheoldUSAoffice.Thisofficewasclosedon31January2023.Howeverall

energyconsumptionforthisofficewasattributedtothepriorreportingperiodratherthanusingproxydata.

Thereareinstanceswheresomeservicedofficesareunabletoobtaindatafortheperiodrequested.Inthis

situation, we obtain data for the closest possible period which acts as a proxy for the year. This is evident

in one smallofficewherethelandlordonlyreleasesservicechargedataoneyearinarrears.

The main change in the site list for the current reporting period is only one site being operational in the US,

where for the prior reporting period there were two. A smaller amendment for the current reporting period

istheremovaloftheAmsterdamofficefromthesitelist,duetothesitenowfallingunderthethresholdoffive

employees.

Scope 1 and Scope 2 emissions, waste generated in operations, and fuel and energy

related activities

For all sites 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.Inperiodswherewewereunabletoobtainactualdata

covering the whole year, 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) and Scope 3 Fuel-related energy

activities.Servicedofficesunabletoobtainwasteandwaterdatafromlandlordswerenotincludedinthis

statementandareinsignificanttothefootprint.

F-Gasuseisbasedonair-conditioningunitsonly.However,forourglobalofficeswherethisoftenfallsunder

the operational control of the landlord, it can be hard to obtain this information. Due to the sporadic nature of

top ups to air conditioning units, and the minimal effect that top-ups will have on the carbon footprint of our

smalloffices,unlesswereceivethedatafromthelandlord,thisisassumedtobezero.Forthelargeroffices,

we make a concerted effort to obtain this information and in the case of the UK, we have control over the

maintenance of these units and can obtain this information.

Renewableenergycertificatesareprovidedbyenergysuppliersindifferingqualityofpresentation.This

oftendependsonthematurityoftherenewableenergymarketinthespecificcountry.ICGseekstheformof

Guaranteeoforigin/REGOcertificatesorpowerpurchaseagreementsfromthelocalsupplierorrenewable

energy tariffs. ICG requests 100% renewable energy tariffs from its suppliers if available, however where the

suppliedcertificatedoesnotstatethisexplicitly,itisassumedthatthisisthecaseforthemarket-basedGHG

emissions. In some cases energy is not procured by ICG but the landlord/property agent, and therefore ICG has

less control over the electricity purchased.

Changes from the previous inventory

District heating related GHG emissions were added to the Scope 2 purchased heat category. This was not

previouslyknownuntilthereportingperiod.Landlordshaveprovidedthisextralevelofinformationthisyear.

There are two facilities with district heating. Emissions are calculated based on the supplier emissions factors.

Where the supplier emissions factors are not available (due to the landlord purchasing the energy, the DEFRA

factorshavebeenusedbecausetheofficesthatusedistrictheatingaresmall,andtheconsumptionisaminor

element of the carbon footprint.

DuringthemovetothenewUSofficeinthepriorreportingperiod,theenergyconsumptionandsourceswere

not known. Taking a conservative approach, it was assumed that gas is consumed and the calculation in the prior

reporting period was done on this basis. However, through further engagement in the current reporting period,

itwasconfirmedthatnogasisusedon-site.Thisledtoaminorreductionofapproximately25tC0

e from the

GHG emissions statement.

Business Travel

Businesstraveldataissplitintofivegroups–air,rail,taxis,carrental,andhotels.AtICG,air,rail,carrental

and hotel bookings (but not taxis) 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, days rented,

stays in hotels, and hotel locations) for calculating emissions. During this reporting period, the booking systems

have become the primary platform for booking air, rail, car rental, and hotels at ICG. The booking system

provides data on distances and origins, as opposed to only the amount spent on the travel. This has meant a

higher proportion of GHG emissions calculations using distance and location based emissions factors in line

with the requirements of the GHG protocol Corporate Value Chain (Scope 3) Standard. Note that taxis continue

to be measured through expense claims.

Air Travel

Datasuchastheflightoriginanddestination,distance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 2023. Flights were organised by haul length (domestic, short, long and international), along with the

relevantclassoftravel.AsperDEFRAguidance,short-haulemissionsfactorswereusedforflightsfromtheUK

toothercountriesthathadadistanceoflessthan3,700km.Longhaulemissionsfactorswereusedforflights

from the UK to other countries which had a distance greater than 3,700km. 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.

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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, an assumption was made, on the advice

of the provider, that cabin class upgrades would cost £500 or more; any entries labelled as ‘upgrade/

exchange/reissue'’werethenfilteredbasedonthisassumptionandmanuallycheckedbytheproviderso

thatthecorrectcabinclassescouldbeassigned.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.

Rail Travel

Data utilised from booking providers included travel origin and destination, and distance travelled. In previous

GHG emissions statements, GHG emissions for rail travel was calculated by converting $ spend on rail travel

into CO

equivalent 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, a more accurate distance-based carbon

emissionsfactorwasusedinsteadofthespend-basedapproach.ForUSA-specificrailtraveltheEPAemissions

factors for the Amtrak Intercity rail – National average Northeast corridor were used. This was the case because

theICGofficeislocatedinNewYorkandrailtravelisfocusedwithinthisregion.ForEU-relatedtravel,the

NTM for EU average rail emissions factors were used instead of 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 focused on EU travel and electricity grids, while it also

incorporates well to wheel emissions. For rail travel in the UK, Eurostar rail travel, and any rail travel between

UK and EU, the UK government DEFRA emissions factors were used. Where distance travelled data was not

available we estimated the distance travelled by the amount spent using an average of the data points that

had both spend and related distance travelled. For cases where there was an error in the recording of origin/

destination locations, an attempt was made to manually assign locations and distances to the entry; where this

wasn’t possible the UK rail factor was used as it is higher than the European rail factor and overestimation is

preferred to underestimation.

Hotel Stays

GHG 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used.DEFRAsourcedfactorsforhotelstaysinspecificcountrieswerealignedwiththecountrydata.

For countries that did not have a DEFRA sourced emissions factor, we sourced an emissions factor from The

Hotel Footprinting tool (https://www.hotelfootprints.org/), using the four star hotel option. All countries of

hotel stay for year ended 31 March 2024 are covered by this approach. In a small number of cases a hotel name/

address was not provided, but a country of hotel was. This country was assumed to be correct and allocated a

country factor as per above. While no circumstances occurred where we could not allocate a country, a default

factor would be used which consisted of an average calculation of all factors used from the year.

Taxi Travel

Travel by taxi was calculated differently to other business travel due to the limited availability of data. For taxi use

we were unable to collect information on the distance travelled, origin to destination or type of vehicle data to

estimate the emissions. Taxi travel is claimed by staff through the expenses system as well as occasionally being

registered as a procurement spend. Therefore, the total spend on taxi travel from countries around the world

was used as the basis for calculation. This spend on taxi travel was converted to GBP using YTD average FX

rates for 31 December 2023, then converted to CO2e using the exiobase spend base carbon emissions factor

for land-based travel.

Car Rental

Thedataavailableforcarrentalwaslimitedandisbeingincludedintheinventoryforthefirsttimethisreporting

period. There was no way to know the distance travelled in each rental car as it was only known how many

daystheywererentedfor.Toestimatedistancetravelled,anassumptionwasapplied,fromanaveragefigure

providedinareportfromtheTransportResearchLaboratory,statingthatrentalvehiclesaredrivenforatleast

50 miles a day. A DEFRA emissions factor, for average vehicles with unknown fuel type, was then applied to this

distancetoestimateemissionsfromrentalcars.Foroneofficewheredaysrentedwasnotavailablethefuel

consumption method was used to calculate emissions from car rental.

Purchased Goods and Services

The baseline for GHG emissions stemming from purchased goods and services has shifted since the prior

reporting period. In the current reporting period GHG emissions were calculated using mostly a spend-based

approach,while,forasmallnumberoflargespendsupplierswehaveforthefirsttimeintegratedactual

corporate level data. The addition of actual data has been conducted in line with the recommendations from

the GHG Protocol Scope 3 Corporate value-chain guidance. For 11 large suppliers, ICG sourced total Scope

1, Scope 2 (market-based) and Scope 3 (category 1 to 7 emissions only if available) GHG emissions from the

relevant disclosures of these suppliers (public sources). If market-based data was not available, then location

based data was used for Scope 2 GHG emissions. The reporting periods used were for the closest available

reporting 12-month periods to ICG’s, though sometimes these did not align perfectly. ICG then sourced the

total revenue of these companies in the same period and calculated an emissions per $ spend. Then using

the total value of the amount ICG spent with that supplier, ICG allocated a proportion of emissions to itself

from the supplier.

The remaining spend-related data (for all spend outside of the 11 large suppliers) was provided by the

ICG procurement team for the period 1 January – 31 December 2023. This includes spend on capital goods.

PurchasedGoodandServicesemissionsarecalculatedusingidentifiablevendorsandtheirrelatedindustry.

We are excluding expenditure where we can not clearly identify the vendor’s industry or emissions for the

purposes of our Purchased Goods and Services calculation. This constitutes a very small part of the overall

population; approx. 1% of expenditure after removal of intercompany transactions. Therefore, GHG emissions

represent an estimate based on the industry in which the supplier operates. The ICG suppliers were categorised

basedontheSICSindustryclassificationonabesteffortbasisusingthelargestspendperindividualsupplier

and were then mapped against BEIS/DEFRA emissions factors which are based on the UK carbon footprint from

2020. Approximately 97% of supplier spend was categorised to a SIC code. However, the 3% of small spend

thatwasuncategorisedwasallocatedan#officeadmin/businesssupport’emissionsfactorintheabsence

of further information because the majority of ICG suppliers are business support service providers.

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Basis of preparation for GHG emissions statement continued

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 427.0 — 427.0 1.60% February-27

ESGLinkedBond EUR 427.0 — 427.0 2.50% January-30

Total bonds 854.0 — 854.0

PP 2015 – Class C USD 63.0 — 63.0 5.20% May-25

PP 2015 – Class F EUR 38.0 — 38.0 3.40% May-25

Private Placement 2015 101.0 — 101.0

PP 2016 – Class B USD 90.0 — 90.0 4.70% September-24

PP 2016 – Class C USD 43.0 — 43.0 5.00% September-26

PP 2016 – Class E EUR 19.0 — 19.0 3.00% January-27

PP 2016 – Class F EUR 26.0 — 26.0 2.70% January-25

Private Placement 2016 178.0 — 178.0

PP 2019 – Class A USD 99.0 — 99.0 4.80% April-24

PP 2019 – Class B USD 79.0 — 79.0 5.00% March-26

PP 2019 – Class C USD 99.0 — 99.0 5.40% March-29

PP 2019 – Class D EUR 38.0 — 38.0 2.00% April-24

Private Placement 2019 315.0 — 315.0

Total Private Placements 594.0 — 594.0

Total 1,448.0 550.0 1,998.0

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Outstanding debt facilities

Event Date

– Ex-dividend date – 13 June 2024

– Record date – 14 June 2024

–Lastdatefordividendreinvestmentelection – 12 July 2024

–LastdateandtimeforsubmittingFormsofProxy – 10.00am, 12 July 2024

– AGM and Trading statement – 16 July 2024

– Payment of ordinary dividend – 2 August 2024

– Half year results announcement – 13 November 2024