Preliminary Results for the twelve months ended 31 January 2026

¹ Based on Enlarged Perimeter covering 70% of the Portfolio

PERFORMANCE OVERVIEW

COMPANY TIMETABLE
A presentation for investors and analysts will be held at 10:30am BST today. A link to the presentation can be found on the Results & Reports page of the Company website. A recording of the presentation will be made available on the Company website after the event.

ENQUIRIES

Institutional investors and analysts:

Martin Li, Shareholder Relations                        +44 (0) 20 3545 1816
Nathan Brown, Deutsche Numis                        +44 (0) 20 7260 1426
David Harris, Cadarn Capital                             +44 (0) 20 7019 9042

Media:

Clare Glynn, Corporate Communications, ICG  +44 (0) 20 3545 1850

ABOUT ICG ENTERPRISE TRUST

ICG Enterprise Trust is a leading listed private equity investor focused on creating long-term growth by delivering consistently strong returns through selectively investing in profitable, cash-generative private companies, primarily in Europe and the US, while offering the added benefit to shareholders of daily liquidity.

We invest in companies directly as well as through funds managed by ICG plc and other leading private equity managers who focus on creating long-term value and building sustainable growth through active management and strategic change.

NOTES

Included in this document are Alternative Performance Measures (“APMs”). APMs have been used if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company, and for comparing the performance of the Company to its peers and its previously reported results. The Glossary includes further details of APMs and reconciliations to International Financial Reporting Standards (“IFRS”) measures, where appropriate.

In the Manager’s Review and Supplementary Information, all performance figures are stated on a Total Return basis (i.e. including the effect of re-invested dividends). ICG Alternative Investment Limited, a regulated subsidiary of Intermediate Capital Group plc, acts as the Manager of the Company.

DISCLAIMER

The information contained herein and on the pages that follow does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, any securities in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on ICG Enterprise Trust PLC (the "Company") or its affiliates or agents. Equity securities in the Company have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan or South Africa (each an “Excluded Jurisdiction”). The equity securities in the Company referred to herein and on the pages that follow may not be offered or sold within an Excluded Jurisdiction, or to any U.S. person ("U.S. Person") as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or to any national, resident or citizen of an Excluded Jurisdiction.

The information on the pages that follow may contain forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. The Company does not undertake any obligation to update or revise any forward looking statements. You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.

CHAIR’S STATEMENT

Dear fellow shareholders,

ICGT’s strategy is to invest in profitable, cash-generative private companies that can deliver long-term growth. A share in the Company provides access to a unique portfolio of such companies in the US and Europe, which is impossible to replicate in public markets.

For the 12 months to 31 January 2026, ICGT generated a NAV per Share Total Return of 0.5% and the discount to NAV of its shares narrowed from 35% to 24%. Shareholders received a Share Price Total Return of 17.3% for the year.

Over the last five years, ICGT has delivered an annualised NAV per Share Total Return of 10.0% and an annualised Share Price Total Return of 12.6%.

In the months between the end of our financial year and the publication of this report, the environment for private equity has become more complicated and macroeconomic uncertainty has increased in a number of areas. In that context, I am confident in the experienced and dedicated team that manages ICGT, and I believe the Company has an attractive portfolio. We will remain focused on executing our investment strategy and allocating our capital thoughtfully.

Performance

ICGT’s portfolio returned 4.8% in local currency terms and 1.2% in sterling terms during FY26. Portfolio companies in aggregate have continued to generate double digit growth in profits¹, and have modest leverage in the context of private equity.

NAV per Share Total Return was 0.5% for FY26. This was a disappointing result albeit in a challenging market. The Board continues to have great confidence in our Portfolio of mature cash generative companies to deliver attractive returns for our shareholders.

At 31 January 2026, ICGT had net debt of £33m and Total Available Liquidity of £227m, which the Board judges appropriate in the current environment.

Shareholder engagement

2025 saw a high level of engagement with shareholders. I and the Manager met with a wide range of investors, and we welcomed several new investors to our shareholder register. We were also pleased to win Investment Week’s ‘Investment Company of the Year 2025’ award in the private equity category.

These conversations, together with the newsletter survey the Manager ran in October 2025, have helped to refine our programme of initiatives to engage with our existing shareholder base and attract new investors. The Board will oversee delivery of these initiatives and monitor their effectiveness.

Capital allocation

During the year, the Manager made new investments of £194m and committed £201m to new funds, in line with the programme approved and regularly reviewed by the Board. The Portfolio generated net cashflow of £188m.

Alongside this investment activity, ICGT bought back 3% of its opening share count at an average discount of 32.3%. The Board regularly reviews the effectiveness of the programmes with the Manager and our advisers. The share buybacks undertaken during the year enhanced the NAV per Share Total Return by 1.1%.

We maintain the progressive dividend policy, with total FY26 dividends of 39p per share. This represents an 8% increase on the prior year and the 13^th consecutive year of ordinary dividend per share increases.

Looking ahead

I believe there is substantial value in ICGT’s shares, and your Board is committed to working with the Manager and other partners to support the marketing of ICGT to a wide range of current and potential shareholders.

ICGT is managed by an experienced team with the resources, network and track record to navigate complex markets. The Company has a robust capital structure and liquidity, and an investment strategy that supports our objective of delivering long-term compounding returns.

Thank you for your continued support.

Jane Tufnell
Chair
6 May 2026

¹ EBITDA, based on Enlarged Perimeter covering 70% of the Portfolio.

MANAGER’S REVIEW

Alternative Performance Measures

The Board and the Manager monitor the financial performance of the Company on the basis of Alternative Performance Measures (‘APM’), which are non-UK-adopted IAS measures. The APM predominantly form the basis of the financial measures discussed in this review, which the Board believes assists shareholders in assessing their investment and the delivery of the investment strategy.

The Company holds certain investments in subsidiary entities. The substantive difference between APM and UK-IAS is the treatment of the assets and liabilities of these subsidiaries. The APM basis ‘looks through’ these subsidiaries to the underlying assets and liabilities they hold, and it reports the investments as the Portfolio APM, gross of the liability in respect of the Co-investment Incentive Scheme. Under UK-IAS, the Company and its subsidiaries are reported separately. The assets and liabilities of the subsidiaries, which include the liability in respect of the Co-investment Incentive Scheme, are presented on the face of the UK-IAS balance sheet as a single carrying value. The same is true for the UK-IAS and APM basis of the cash flow statement.

The following table sets out UK-IAS metrics and the APM equivalents:

The Glossary includes definitions for all APM and, where appropriate, a reconciliation between APM and UK-IAS.

Why private equity

Every day the lives of those living and working in the US and Western Europe are touched by companies owned by private equity: retailers, payments processors, home security, pet food, health services – the list is long. What typically unites these companies is that they are profitable and cash generative. These companies are actively managed by their shareholders, with management teams heavily incentivised to generate returns. Increasingly, companies with these characteristics are choosing to grow under private equity ownership and to stay private for longer. Within that, ICGT focuses on a subset of those companies that we expect will generate resilient growth. As more companies are owned by private equity, we believe it is a structurally attractive allocation within an investment portfolio, with a track record of attractive returns, and significant opportunity to continue that trajectory.

A share in ICGT gives you access to a unique portfolio of private companies.

Our investment strategy

Within developed markets, we focus on investing in buyouts of profitable, cash-generative businesses that exhibit resilient growth characteristics, which we believe will generate strong long-term compounding returns across economic cycles.

We take an active approach to Portfolio construction, with a flexible mandate that enables us to deploy capital in Primary, Secondary and Direct Investments. Geographically, we focus on the developed markets of North America and Europe which have deep and mature private equity markets.

1. Five-year average is the linear average of FY exposures for FY22-FY26.

2. As a percentage of Portfolio.

ICG Enterprise Trust benefits from access to ICG-managed funds and Direct Investments, which represented 29% of the Portfolio value at period end and generated a 6.9% return on a Local Currency Basis.

Performance overview

At 31 January 2026, our Portfolio was valued at £1,353m, and the Portfolio Return on a Local Currency Basis for the financial year was 4.8% (FY25: 10.2%).

Due to the geographic diversification of our Portfolio, the reported value is impacted by changes in foreign exchange rates. During the period, FX movements affected the Portfolio negatively by £55m, driven by Sterling’s 10.4% appreciation against the US Dollar in the year. In sterling terms, Portfolio growth during the period was 1.2%.

The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return of 0.5% during FY26, ending the period with a NAV per Share of 2,045p.

For Q4 the Portfolio Return on a Local Currency Basis was 1.5% and the NAV per Share Total Return was (1.1)%.

Executing our investment strategy

Commitments

Our structure and investment mandate enable us to commit through the cycle, maintaining vintage diversification for our Portfolio and sowing the seeds for future growth.

During the year we made 11 new Fund Commitments totalling £201m, including £88m to funds managed by ICG plc, as detailed below:

At 31 January 2026, ICG Enterprise Trust had outstanding Undrawn Commitments of £635.3m. Total Undrawn Commitments at 31 January 2026 comprised £470.5m of Undrawn Commitments to funds within their Investment Period, and a further £164.8m were to funds outside their Investment Period.

Commitments are made in the funds’ underlying currencies. The currency split of the Undrawn Commitments at 31 January 2026 was as follows:

Investments

Total New Investments were £194m during the period, of which 32% (£62m) were alongside ICG. New investments by category are detailed in the table below:

The five largest new investments in the period were as follows:

1 Represents ICG Enterprise Trust’s indirect investment (share of fund cost) plus any Direct Investments in the period.

Occasionally ICGT simultaneously has both a realisation from and an investment into the same company in the same period. This typically occurs when an underlying fund sells a company that is purchased by another fund within ICGT’s portfolio. During FY26 shareholders will note that Minimax appears both in the top 5 realisations and top 5 new investments, which is a result of this situation.

Growth

The Portfolio grew by £73m (+4.8%) on a Local Currency Basis in the 12 months to 31 January 2026, driven by realised gains and supported by earnings growth on a weighted-average basis across the Enlarged Perimeter of 13%.

No single movement at the level of an individual fund or direct investment had a positive or negative impact of greater than 0.5% on the overall Portfolio valuation.

Growth across the Portfolio was split as follows:

• By investment type: growth was spread across Primary (+5.2%), Secondary (+0.8%) and Direct (+6.0%)

• By geography: North America and Europe experienced growth of +5.6% and +3.9% respectively

The growth in the Portfolio is underpinned by the performance of our portfolio companies, which delivered robust financial performance during the period:

Quoted Company Exposure

We do not actively invest in publicly quoted companies but gain listed investment exposure when IPOs are used as a route to exit an investment. In these cases, exit timing typically lies with the manager with whom we have invested.

At 31 January 2026, ICG Enterprise Trust’s exposure to quoted companies was valued at £52.4m, equivalent to 3.9% of the Portfolio value (31 January 2025: 4.8%). Across the Portfolio, quoted positions resulted in a £20.7m decrease in Portfolio NAV during the period. This negatively impacted the Portfolio Return on a Local Currency Basis by approximately 1.4%. The share price of our largest listed exposure, Chewy, decreased by 25% in local currency (USD) during the period.

At 31 January 2026, Chewy was the only quoted investment that individually accounted for 0.5% or more of the Portfolio value:

Realisations

During FY26, the ICG Enterprise Trust Portfolio generated Total Proceeds of £382m.

Realisation activity during the period included 49 Full Exits generating proceeds of £196m. These were completed at a weighted average Uplift to Carrying Value of 11.2% and represent a weighted average Multiple to Cost of 3.0x for those investments.

The five largest underlying realisations in the period were as follows:

Balance sheet and liquidity

Net assets at 31 January 2026 were £1,273m, equal to 2,045p per share.

The Company had net debt of £33m and at 31 January 2026, the Portfolio represented 106% of net assets (31 January 2025: 114%).

Our policy is to be fully invested through the cycle, while ensuring that we have sufficient financial resources to be able to meet existing obligations and take advantage of attractive investment opportunities as they arise.

The Company utilises a €300m (£260m) credit facility to enhance balance sheet flexibility. During the year the credit facility was extended by one year and matures in May 2029.

At 31 January 2026, ICG Enterprise Trust had a cash balance of £33.8m (31 January 2025: £3.9m) and total available liquidity of £227.1m (31 January 2025: £124.6m).

Dividend and share buyback

ICG Enterprise Trust has a progressive dividend policy alongside two share buyback programmes to return capital to shareholders. In total ICGT returned £51m to shareholders in FY26 through dividends and buybacks.

Dividends

The Board has proposed a dividend of 12p per share in respect of the fourth quarter, taking total dividends for the year to 39p (FY25: 36p). This is the 13th consecutive year in which ordinary dividend per share increased.

Share Buybacks

The following purchases have been made under the Company's share buyback programmes:

1. Since October 2022 (which was when the long-term share buyback programme was launched) up to and including 31 January 2026.

2. Since May 2024 (which was when the opportunistic buyback programme was launched) up to and including 31 January 2026.

3. Based on date of settlement.
   
   

Note: aggregate consideration excludes commission, PTM and SDRT.

The Board believes the long-term buyback programme demonstrates the Manager’s discipline around capital allocation; underlines the Board’s confidence in the long-term prospects of the Company, its cash flows and NAV; will enhance the NAV per Share; and, over time, may positively influence the volatility of the Company’s discount and its trading liquidity. The Board reconfirms the long-term share buyback programme is intended to operate at any discount to NAV.

The opportunistic buyback programme is intended to enable us to take advantage of attractive trading levels when we have the ability to purchase a meaningful number of shares. The size of the opportunistic buyback programme will be subject to a number of considerations, including the availability of shares and our cash flow experience and expectations.

The Board has renewed both long-term and opportunistic buyback programmes for FY27, with the opportunistic buyback sized at up to £25m.

Foreign exchange rates

The details of relevant foreign exchange rates applied in this report are provided in the table below:

Activity since the period end

Notable activity between 1 February 2026 and 31 March 2026 has included:

• 2 new Fund Commitments for a combined value of £30m

• Total New Investments of £17m

• Total Proceeds of £27m
  
  

From 1 February 2026 up to and including 30 April 2026, 942,647 shares £13.7m were bought back at a weighted-average discount to NAV of 29.9%.

Post Period-end: Volatility In Public Market Software Companies

Post period-end, public market software companies experienced increased share price volatility amid concerns over the impact of Artificial Intelligence (‘AI’) on the sector.

The investment team’s view is that, in general, software companies can be very attractive investments. Business models are characterised by high margins, sticky recurring revenues, low capital intensity and structural growth driven by digitalisation. The understandably strong investor appetite drove software valuations to become elevated and, in our view, unsupportable. Over the past six years, ICGT has taken a disciplined approach to software investing, declining opportunities in several high-quality companies where valuations were considered unsustainable.

As a result, ICGT’s software exposure is 12%, which we believe is below the private market average. This exposure is focused on mission-critical businesses in areas such as accounting, payroll and compliance, which we consider resilient and, in every case, we only invested after stress-testing the impact of reduced exit valuations.

Looking ahead, we believe a number of our software companies are well-positioned to benefit from AI, particularly those with deterministic products and deep domain expertise.

The average EV/EBITDA multiple of our software investments at year-end was 21.6x. By comparison¹, the S&P 500 Software Industry Index stood at 27x at the start of 2026.

As public market movements feed through to private valuations over the coming quarters, we believe ICGT’s limited exposure, the quality of the existing software companies and our disciplined approach should continue to support portfolio resilience.

ICG Private Equity Funds Investments Team

6 May 2026

1. Indicative software index, noting differences in size and composition of software company

SUPPLEMENTARY INFORMATION

This section presents supplementary information regarding the Portfolio (see Manager’s Review and the Glossary for further details and definitions).

Portfolio composition

Portfolio Dashboard

The tables below provide disclosure on the composition and dispersion of financial and operational performance for the Top 30 and the Enlarged Perimeter. At 31 January 2026, the Top 30 Companies represented 36.9% of the Portfolio by value and the Enlarged Perimeter represented 69.6% of total Portfolio value. This information is prepared on a value-weighted basis, based on contribution to Portfolio value at 31 January 2026. Datasets for Top 30 companies and ‘Enlarged perimeter’ are not distinct and will have some overlap.

Top 30 companies
The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2026. The valuations are gross of underlying managers’ fees and carried interest.

The 30 largest fund investments

The table below presents the 30 largest fund investments by value at 31 January 2026. The valuations are net of underlying managers’ fees and carried interest.

* Includes the associated Top Up funds.

** All or part of interest acquired through a secondary sale.

HOW WE MANAGE RISK

Identifying and evaluating the strategic, financial and operational impact of our key risks

The execution of the Company’s investment strategy is subject to a variety of risks and uncertainties, and the Board and Manager have identified several principal risks to the Company’s business.

As part of this process, the Board has put in place an ongoing process to identify, assess and monitor the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.

RISK MANAGEMENT FRAMEWORK

The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses and monitors the risk management framework and specifically reviews the controls and assurance programmes in place.

Principal Risks

The Company’s principal risks are individual risks, or a combination of risks, that could threaten the Company’s business model, future performance, solvency or liquidity.

Details of the Company’s principal risks, potential impact, controls and mitigating factors are set out on pages 23 to 26.

Other Risks

Other risks, including reputational risk, are actively managed and mitigated as part of the wider risk management framework of the Company and the Manager.

Emerging Risks

Emerging risks are considered by the Board and are regularly assessed to identify any potential impact on the Company and to determine whether any actions are required. Emerging risks often arise from regulatory, legislative, macro-economic and political changes.

The Company depends upon the experience, skill and reputation of the employees of the Manager. The Manager’s ability to retain the services of these individuals, who are not obligated to remain employed by the Manager, and recruit successfully, is a significant factor in the success of the Company.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company considers its principal risks (as well as several underlying risks comprising each principal risk) in four categories:

1.   Investment risks

The risk to performance resulting from ineffective or inappropriate investment selection, execution or monitoring.

2.   External risks

The risk of failing to deliver the Company’s investment objective and strategic goals due to external factors beyond the Company’s control.

3.   Operational risks

The risk of loss resulting from inadequate or failed internal processes, people or systems and external events, including regulatory risk.

4.   Financial risks

The risk of adverse impact on the Company due to having insufficient resources to meet its obligations or counterparty failure and the impact any material movement in foreign exchange rates may have on underlying valuations.

RISK ASSESSMENT PROCESS

A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk materialising and the strategic, financial and operational impact of the risk. Where the residual risk is determined to be outside appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements.

Risk Appetite And Tolerance

The Board acknowledges and recognises that in the normal course of business, the Company is exposed to risk and it is willing to accept a certain level of risk in managing the business to achieve its targeted returns. The Board’s risk appetite framework provides a basis for the ongoing monitoring of risks and enables dialogue with respect to the Company’s current and evolving risk profile, allowing strategic and financial decisions to be made on an informed basis.

The Board considers several factors to determine its acceptance for each principal risk and categorises acceptance for each risk as low, moderate and high.

Where a risk is approaching or is outside the tolerance set, the Board will consider the appropriateness of actions being taken to manage the risk. In particular, the Board has a lower tolerance for financing risk with the aim to ensure that even under a stress scenario, the Company is likely to meet its funding requirements and financial obligations. Similarly, the Board has a low risk tolerance concerning operational risks including legal, tax and regulatory compliance and business process and continuity risk.

How we manage and mitigate our key risks

Audited Financial Statements for the year ended 31 January 2026

INCOME STATEMENT

The columns headed ‘Total’ represent the income statement for the relevant financial years and the columns headed ‘Revenue return’ and ‘Capital return’ are supplementary information in line with guidance published by the AIC. There is no Other Comprehensive Income.

All profits are from continuing operations.

The notes on pages 32 to 54 form an integral part of the financial statements.

BALANCE SHEET

The notes on pages 32 to 54 form an integral part of the financial statements.

The financial statements on pages 28 to 54 were approved by the Board of Directors on 6 May 2026 and signed on its behalf by:

JaneTufnell        Alastair Bruce
Director                Director

CASH FLOW STATEMENT

The notes on pages 32 to 54 form an integral part of the financial statements.

STATEMENT OF CHANGES IN EQUITY

1. Distributable reserves
   
   

The notes on pages 32 to 54 form an integral part of the financial statements.

1 MATERIAL ACCOUNTING POLICY INFORMATION

General information

These financial statements relate to ICG Enterprise Trust Plc (‘the Company’). ICG Enterprise Trust Plc is registered in England and Wales and is incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its registered office is Procession House, 55 Ludgate Hill, London EC4M 7JW. The Company’s objective is to provide long-term growth by investing in private companies managed by leading private equity managers.

(a) Basis of preparation

The financial information for the year ended 31 January 2026 has been prepared in accordance with UK-adopted International Accounting Standards (‘UK-IAS’) and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in July 2022.

UK-IAS comprises standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee.

These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the revaluation of certain assets at fair value. The directors have concluded that the preparation of the financial statements on a going concern basis continues to be appropriate.

Going concern

In assessing the appropriateness of continuing to adopt the going concern basis of accounting, the Board has assessed the financial position and prospects of the Company. The Company’s business activities, together with factors likely to affect its future development, performance, position and cash flows, are set out in the Chair’s statement on page 6, and the Manager’s review on page 8.

As part of this review, the Board assessed the potential impact of principal risks on the Company’s business activities, the Company’s cash position, the availability of the Company’s credit facility and compliance with its covenants, and the Company’s cash flow projections.

Based on this assessment, the Board expects that the Company will be able to continue in operation and meet its liabilities as they fall due until, at least, 31 May 2027, a period of more than 12 months from the signing of the financial statements. Therefore it is appropriate to continue to adopt the going concern basis of preparation of the Company’s financial statements.

Climate change

In preparing the financial statements, the directors have considered the impact of climate change, particularly in the context of the climate change risks identified in the Principal risks and uncertainties section of the Strategic Report, and the impact of climate change risk on the valuation of investments.

These considerations did not have a material impact on the financial reporting judgements and estimates in the current year, nor were they expected to have a significant impact on the Company’s going concern or viability.

Accounting policies

The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current and prior year. In order to reflect the activities of an investment trust company, supplementary information which analyses the income statement between items of revenue and capital nature has been presented alongside the income statement. In analysing total income between capital and revenue returns, the directors have followed the guidance contained in the SORP as follows:

Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal of investments classified as held at fair value through profit or loss should be shown in the capital column of the income statement.

Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest or otherwise) should be shown in the revenue column of the income statement.

The Board should determine whether the indirect costs of generating capital gains should also be shown in the capital column of the income statement. If the Board decides that this should be so, the management fee should be allocated between revenue and capital in accordance with the Board’s expected long-term split of returns, and other expenses should be charged to capital only to the extent that a clear connection with the maintenance or enhancement of the value of investments can be demonstrated.

The accounting policy regarding the allocation of expenses is set out in Note 1(j).

In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that:
(a) it obtains funds from one or more investors for the purpose of providing investors with investment management services;
(b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and
(c) it measures and evaluates the performance of substantially all of its investments on a fair value basis.
As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments and are classified as held at fair value through profit and loss.

New and amended standards and interpretations

The Company adopts new standards, if applicable, when they become effective. There are no new standards that are expected to have a material impact on the Company. IFRS 18 Presentation and Disclosure in Financial Statements is not expected to have a material impact on the results or net assets of the Company, the impact on the presentation of the financial statements is still being assessed.

(b) Financial assets

The Company classifies its financial assets in the following categories: at fair value through profit or loss; and at amortised cost. The classification depends on the purpose for which the financial assets were acquired. The classification of financial assets is determined at initial recognition.

Financial assets at fair value through profit or loss

The Company classifies its quoted and unquoted investments as financial assets at fair value through profit or loss. These assets are measured at subsequent reporting dates at fair value and further details of the accounting policy are disclosed in Note 1(c).

Financial assets at amortised cost

Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow test and are held to receive contractual cash flows. These are classified as current assets and measured at amortised cost using the effective interest rate method. The Company’s financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables in the balance sheet.

(c) Investments

Investments comprise fund investments and portfolio company investments held by the Company directly, together with the fair value of the Company’s interest in controlled structured entities (see Note 9) which themselves invest in fund investments and portfolio company investments.

All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements as investments held at fair value) and are measured at subsequent reporting dates at fair value. All investments are fair valued in line with IFRS 13 ‘Fair Value Measurement’, using industry standard valuation guidelines such as the International Private Equity and Venture Capital (‘IPEV’) valuation guidelines. Changes in the value of all investments held at fair value, which include returns on those investments such as dividends and interest, are recognised in the income statement and are allocated to the revenue column or the capital column in accordance with the SORP (see Note 1(a)). More detail on certain categories of investment is set out below. Given that the subsidiaries and associates are held at fair value and are exposed to materially similar risks as the Company, we do not expect the risks to materially differ from those disclosed in Note 17.

Unquoted investments

Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted investments as determined by the investment manager of those funds. The investment manager perf...orms periodic valuations of the underlying investments in their funds, typically using earnings multiple or discounted cash flow methodologies to determine enterprise value in line with IPEV guidelines. In the absence of contrary information, these net asset valuations received from the investment managers are deemed to be appropriate by the Manager, for the purposes of the Manager’s determination of the fair values of the unquoted investments. A robust assessment is performed by the Manager’s experienced Investment Committee to determine the capability and track record of the investment manager. All investment managers are scrutinised by the Investment Committee and an approval process is recorded before any new investment manager is approved and an investment made. This level of scrutiny provides reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value.

Adjustments may be made to the net asset values provided or an alternative valuation method may be adopted if deemed to be more appropriate. The most common reason for adjustments to the value provided by an underlying manager is to take account of events occurring between the date of the manager’s valuation and the reporting date, for example, subsequent cash flows or notification of an agreed sale.

Subsidiary undertakings

The investments in the controlled structured entities (‘subsidiaries’) are recognised at fair value through profit and loss.

The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the Co-investment Incentive Scheme. Under these arrangements, ICG (the ‘Manager’) and certain of its executives and, in respect of certain historic investments, the executives and connected parties of Graphite Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’), are required to co-invest alongside the Company, for which they are entitled to a share of investment profits if certain performance hurdles are met. At 31 January 2026, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at the carrying value at that date.

Associates

The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small number of investments that may normally be classified as subsidiaries or associates. These investments are not considered subsidiaries or associates as the Company does not exert control or significant influence over the activities of these companies/structured entities as they are managed by other third parties.

(d) Prepayments and receivables

Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing facility. These fees will be amortised over the life of the facility on a straight-line basis.

(e) Borrowings

Borrowings drawdowns are recognised initially at cost being the fair value of the amounts received upon utilisation. They are subsequently stated at amortised cost.

(f) Payables

Other payables are non-interest bearing and are stated at their amortised cost, which is not materially different from fair value.

(g) Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less.

(h) Dividend distributions

Dividend distributions to shareholders are recognised in the period in which they are paid.

(i) Income

When it is probable that economic benefits will flow to the Company and the amount can be measured reliably, interest is recognised on a time apportionment basis.

Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on equity shares where no ex-dividend date is applicable are brought into account when the Company’s right to receive payment is established.

UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding tax. Income distributions from funds are recognised when the right to distributions is established.

(j) Expenses

All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the income statement, consistent with the SORP, with the following exceptions:

• Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated to the capital column.

• The Board expects the majority of long-term returns from the Portfolio to be generated from capital gains. Expenses are allocated 90% to the capital column and 10% to the revenue column, reflecting the Company’s current and future return profile. Other expenses are allocated to the capital column where a clear connection with the maintenance or enhancement of the value of investments can be demonstrated.

• All expenses allocated to the capital column are treated as realised capital losses (see Note 1(m).
  
  

(k) Taxation

Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.

Tax recognised in the income statement represents the sum of current tax and deferred tax charged or credited in the year. The tax effect of different items of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates.

Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are not recognised in respect of tax losses carried forward to future periods.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets are realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

(l) Foreign currency translation

The functional and presentation currency of the Company is sterling, reflecting the primary economic environment in which the Company operates.

Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, financial assets and liabilities denominated in foreign currencies are translated at the rates prevailing on the balance sheet date.

Gains and losses arising on the translation of investments held at fair value are included within gains and losses on investments held at fair value in the income statement. Gains and losses arising on the translation of other financial assets and liabilities are included within foreign exchange gains and losses in the income statement.

(m) Revenue and capital reserves

The revenue return component of total income is taken to the revenue reserve within the statement of changes in equity. The capital return component of total income is taken to the capital reserve within the statement of changes in equity.

Gains and losses on the realisation of investments including realised exchange gains and losses and expenses of a capital nature are taken to the realised capital reserve (see Note 1(j). Changes in the valuations of investments which are held at the year end and unrealised exchange differences are accounted for in the unrealised capital reserve.

Net gains on the realisation of investments in the controlled structured entities (see Note 9) are transferred to the Company by way of profit distributions.

The revenue reserve is distributable by way of dividends to shareholders. The realised capital reserve is distributable by way of dividends and share buybacks. The capital redemption reserve is not distributable and represents the nominal value of shares bought back for cancellation.

(n) Treasury shares

Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled.

(o) Critical estimates and assumptions

Estimates and judgements used in preparing the financial information are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results.

In preparing the financial statements, the directors have considered the impact of climate change on the key estimates within the financial statements.

The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities in the next financial year relate to the valuation of unquoted investments. Unquoted investments are primarily the Company’s investments in unlisted funds, managed by investment fund managers and ICG. As such there is significant estimation in the valuation of the unlisted fund at a point in time. Note 1(c) sets out the accounting policy for unquoted investments. The carrying amount of unquoted investments at the year end is disclosed within Note 10.

(p) Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker who is responsible for allocating resources and assessing performance of the segments has been identified as the Board. It is considered that the Company’s operations comprise a single operating segment.

2 INVESTMENT RETURNS

3 INVESTMENT MANAGEMENT CHARGES

From 1 February 2023 the management fee has been subject to a cap of 1.25% of net asset value.

Management fees paid to ICG for managing ICG Enterprise Trust amounted to 1.25% (2025: 1.25%) of the average net assets in the year.

The amounts charged during the year are set out below:

The Company and its subsidiaries also incur management fees in respect of its investment in funds managed by members of ICG on an arms-length basis.

4 OTHER EXPENSES

The Company did not employ any staff in the year to 31 January 2026 (2025: none). Expenses are presented inclusive of irrecoverable VAT at a rate of 20%, where applicable.

1. The auditors’ remuneration for the year ended 31 January 2026 includes an under-accrual of £176k from the prior year.

2.The auditors have additionally provided £16k (2025: £16k) of non-audit related services permitted under the Financial Reporting Council’s (‘FRC’) Revised Ethical Standards. The service related to agreed upon procedures over the Company’s carried interest scheme.

Included within Total other expenses above are £9.8m (2025: £9.4m) of costs related to financing and £0.5m (2025: £0.2m credit) of other expenses which are non-recurring and are excluded from the Ongoing Charges as detailed in the Glossary on page 55.

Professional fees of £0.2m (2025: £0.2m) incidental to the acquisition or disposal of investments are included within gains/(losses) on investments held at fair value.

5 DIRECTORS’ REMUNERATION AND INTERESTS

No income was received or receivable by the directors from any other subsidiary of the Company.

6 TAXATION

In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 25%, principally due to the Company’s status as an investment trust, which means that capital gains are not subject to corporation tax. The effect of this and other items affecting the tax charge are shown in Note 6(b) below:

The Company has £89.5m excess management expenses carried forward (2025: £70.0m). No deferred tax assets or liabilities (2025: nil) have been recognised in respect of the carried forward management expenses due to the uncertainty that future taxable profit will be generated that these losses can be offset against. For all investments the tax base is equal to the carrying amount. There was no deferred tax expense relating to the origination and reversal of timing differences in the year (2025: nil).

7 EARNINGS PER SHARE

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(2.2)m (2025: £(2.9)m) by the weighted average number of ordinary shares outstanding during the year.

Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £(6.2)m (2025: £110.4m) by the weighted average number of ordinary shares outstanding during the year.

Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to equity shareholders of £(8.4)m (2025: £107.5m) by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 63,153,044 (2025: 65,569,285). There were no potentially dilutive shares, such as options or warrants, in either year.

8 DIVIDENDS

The Company paid a third quarterly dividend of 9.0p per share in February 2026. The Board has proposed a final dividend of 12.0p per share (estimated cost £7.5m) in respect of the year ended 31 January 2026 which, if approved by shareholders, will be paid on 17 July 2026 to shareholders on the Register of Members at the close of business on 3 July 2026.

9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES

Subsidiary undertakings (controlled structured entities)

Subsidiaries of the Company as at 31 January 2026 comprise the following controlled structured entities, which are registered in England and Wales, ICG Lewis (Delaware) LLC is registered in Delaware,USA. Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries.

The ICG Enterprise Trust Limited Partnership was dissolved on 31 July 2025. ICG Lewis (Delaware) LLC was formed on 31 December 2025.

In accordance with IFRS 10 (amended), the subsidiaries are not consolidated and are instead included in unquoted investments at fair value.

The fair value of the investment in subsidiaries includes an accrual for the interests of the Co-investors (ICG and certain of its executives and in respect of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the Co-investment Incentive Scheme. As at 31 January 2026, a total of £44.4m (2025: £53.9m) was accrued in respect of these interests. During the year the Co-investors invested £0.7m (2025: £1.0m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the Co-investors amounted to £11.9m or 3.1% of £382.3m of Total Proceeds received in the year (2025: £10.8m or 7.1% of £150.8m Total Proceeds received).

Unconsolidated structured entities

The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made and held via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12.

The Company holds interests in closed-ended limited partnerships which invest in underlying companies for the purposes of capital appreciation. The Company and the other limited partners make commitments to finance the investment programme of the relevant manager, who will typically draw down the amount committed by the limited partners over a period of four to six years (see Note 16).

The table below disaggregates the Company’s interests in unconsolidated structured entities. The table presents for each category the related balances and the maximum exposure to loss.

Further details of the Company’s investment Portfolio are included in the Portfolio dashboard on page 16.

10 INVESTMENTS

The tables below analyse the movement in the carrying value of the Company’s investments in the year. In accordance with accounting standards, subsidiary undertakings of the Company are reported at fair value rather than on a ‘look-through’ basis.

An investee fund is considered to generate realised gains or losses if it is more than 85% drawn and has returned at least the amount invested by the Company. All gains and losses arising from the underlying investments of such funds are presented as realised. All gains and losses in respect of fund investments that have not satisfied the above criteria are presented as unrealised.

Direct Investments are considered to generate realised gains or losses when they are sold.

Investments are held by both the Company and through its subsidiaries.