ICGT ICG Enterprise Trust

Preliminary Results for the twelve months ended 31 January 2025

Preliminary Results for the twelve months ended 31 January 2025

 ICG Enterprise Trust plc

Preliminary Results for the twelve months ended 31 January 2025

8 May 2025
 
   
   
 Highlights



  • Actively-managed Portfolio focused on global mid-market private companies generating resilient growth
  • NAV per Share reaches 2,073p; NAV per Share Total Return* of 10.5% during the year and five-year annualised return of 14.5%
  • Portfolio Return* on a Sterling basis of 10.6%; portfolio companies reporting ~15% LTM earnings growth1
  • 40 Full Exits executed at a weighted-average Uplift to Carrying Value of 19.0%
  • Shareholder-focused capital allocation policy: £59m (5% of opening NAV) returned to shareholders in FY252 (FY24: £35m), of which £36m through buybacks (FY24: £13m) and £23m through dividends of 36p per share (FY24: £22m, 33p per share)
  • Wide range of potential outcomes to market transaction activity; secondaries market could present compelling opportunities
  • Sector positioning, strong origination network and robust balance sheet position us well in current environment
  • Post period-end, announced an additional £107m proceeds from a secondary sale and the realisation of Minimax (largest portfolio company, 3.1% of Portfolio at 31 January 2025)




1 EBITDA, based on Enlarged Perimeter covering 67% of the Portfolio

2 Based on dividends declared or proposed for Q1 FY25 – Q4 FY25 inclusive, and buybacks up to and including 31 January 2025



*This is an Alternative Performance Measure. Please refer to the Glossary for the definition.
 
   



 Jane Tufnell Oliver Gardey  
 Chair of ICG Enterprise Trust Portfolio Manager for ICG Enterprise Trust  
  Today's results demonstrate that our investment strategy can deliver long-term value. Our portfolio companies grew earnings by 15% in the year1, and ICGT generated NAV per Share Total Return of 10.5%, ending the year with NAV per Share of 2,073p.



During the year, the Board and Manager have been careful in allocating our shareholders' capital. New investments continued, deploying £181m and making commitments of £83m. Alongside this, we returned £59m of cash to shareholders (5% of our opening NAV) through buybacks and dividends.



As we enter another period of uncertainty, I am confident our long-term approach can generate value for our shareholders, and I thank you for your continued support.
  Our portfolio companies are delivering solid operational performance (15% earnings growth LTM1). Our resilient Portfolio and robust balance sheet position us well for the current market environment.



Our active approach to portfolio management is a differentiator for ICGT. As well as making a number of new commitments and investments during the year, we executed a secondary sale post period-end at a 5.5% discount that generated net cash proceeds of £62m for ICGT.



The investment trust structure enables shareholders to invest efficiently in privately-owned companies. With our track record and network, ICGT is an attractive proposition for those seeking exposure to mature, profitable, cash-generative businesses.
  

PERFORMANCE OVERVIEW

    Annualised
Performance to 31 January 20253 months6 months1 year3 years5 years10 years
Portfolio Return on a Local Currency Basis2.9%6.2%10.2%8.9%15.8%15.3%
NAV per Share Total Return4.3%7.4%10.5%8.9%14.5%13.8%
Share Price Total Return9.7%1.5%12.5%6.6%9.6%11.8%
FTSE All-Share Index Total Return6.9%4.3%17.1%7.9%6.6%6.5%



Financial year ended:Jan 2021Jan 2022Jan 2023Jan 2024Jan 2025
Fund performance











Portfolio return (local currency)24.9%24.4%10.5%5.9%10.2%
Portfolio return (sterling)26.4%27.6%17.0%3.2%10.6%
NAV£952m£1,158m£1,301m£1,283m£1,332m
NAV per Share Total Return (%)22.5%24.4%14.5%2.1%10.5%
       
Investment activity











New Investments£139m£304m£287m£137m£181m
As % opening Portfolio17%32%24%10%13%
Realisation Proceeds£137m£334m£252m£171m£151m
As % opening Portfolio17%35%21%12%11%
       
Shareholder experience



























Closing share price966p1,200p1,150p1,226p1,342p
Total dividends per share24p27p30p33p36p
Share Price Total Return2.8%27.1%(2.3)%9.6%12.5%
Total shareholder distributions£17m£21m£22m£35m£59m
As % Realisation Proceeds12%6%9%20%39%
      
- o/w distributions dividends (%)94%86%91%63%38%
- o/w distributions buybacks (%)6%14%9%37%62%



Portfolio activity overview for FY25PrimaryDirectSecondaryTotalICG-managed
Local Currency return8.2%16.3%6.4%10.2%8.4%
Sterling return8.2%17.0%7.3%10.6%8.8%
New Investments£115m£58m£8m£181m£21m
Total Proceeds£101m£13m£37m£151m£60m
New Fund Commitments£64m-£20m£83m£20m
Closing Portfolio value£789m£507m£228m£1,523m£433m
% Total Portfolio52%33%15%100%28%

COMPANY TIMETABLE

A presentation for investors and analysts will be held at 11:00 BST today. A link to the presentation can be found on the of the Company website. A recording of the presentation will be made available on the Company website after the event.

  FY25 Final Dividend
Ex-dividend date 3 July 2025
Record date 4 July 2025
Dividend payment date 18 July 2025



Annual General Meeting

The Annual General Meeting will be held on Tuesday 24 June 2025. The Board will be communicating the format of the meeting separately in the Notice of Meeting. This will include details of how shareholders may register their interest in attending the Annual General Meeting.
Shareholder Seminar

We will be holding a Shareholder Seminar for institutional shareholders and research analysts at 3:30pm BST on Wednesday 18 June 2025, with registration starting at 3:15pm BST.



Shareholders should contact should they wish to attend.



Please note that for regulatory reasons this event is only open to institutional investors and research analysts.

ENQUIRIES

Institutional investors and analysts: 
Martin Li, Shareholder Relations, ICG+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 1395

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,

For the 12 months to 31 January 2025 ICG Enterprise Trust delivered a NAV per Share Total Return of 10.5% and a Share Price Total Return of 12.5%. Over the last five years, the annualised returns have been 14.5% and 9.6% respectively.

The Board has declared dividends for the year of 36p (+9% compared to FY24) and reduced ICGT’s share count by 4.3% during the year by returning £36m to shareholders through share buybacks at a weighted average discount of 36.6%.

INVESTMENT STRATEGY

The Company’s Portfolio grew 10.2% on a Local Currency Basis during the year (last five years annualised: 15.8%).

We invest in resilient private companies and are geographically balanced between North America and Europe. During the year we evolved our target portfolio mix towards having more Direct and Secondary Investments, which will help to optimise Portfolio concentration and liquidity.

COST BASE

ICGT’s ongoing charges for FY25 were 1.38% (FY24: 1.37%). As a Board, we are committed to providing value for our shareholders and transparent disclosure around our cost. The change in fees and cost savings instigated by the Board in FY24 continued to enhance the net return of our investment strategy delivering £2.0m savings in FY25. We publish a Statement of Expenses that sets out the impact of ICGT’s expenses on the financial returns to shareholders (available at -enterprise.co.uk/soe) and which has been updated for our FY25 expenses.

CAPITAL ALLOCATION

The Board has continued its proactive approach to capital allocation. We balance the potential long-term compounding returns of investments into new portfolio companies with cash returns to shareholders at par via dividends and the value accretion of buying back shares at a discount to NAV. ICGT was the first in our sector to introduce a long-term share buyback programme in FY23, and in FY25 we supplemented this with an opportunistic buyback that has been renewed for FY26.

Over the last five years, ICGT’s dividend per share has grown at an annualised rate of 9.4% (including the proposed 10.5p final dividend being declared for FY25). The ICGT ordinary dividend per share has now increased for the twelfth consecutive year.

Since October 2022 our share buybacks have returned £51m to shareholders and acquired shares at a weighted-average discount of 37.5%, increasing NAV per Share by 54p (2.7%). We believe the share buybacks have also increased the liquidity and reduced the volatility of our shares.

BALANCE SHEET

We continue to implement our objective of being fully invested through cycles alongside maintaining a robust balance sheet. This allows us to manage our resources in line with our capital allocation policy.

Having increased our credit facility during the year from €240m to €300m, at 31 January 2025 ICG Enterprise Trust had total available liquidity of £125m and net gearing of 10%. We have announced two transactions post period-end that in aggregate generated Total Proceeds to ICGT of over £100m.

SALES AND MARKETING

In aggregate across the Board and Manager we own in excess of 270,000 shares, and are aligned to the success of an investment in ICG Enterprise Trust shares.

ICGT’s discount remains at levels that the Board feels do not reflect the fundamental value of the shares. The discount is currently 41%. We continue to be challenged by the share price trading at such a discount to NAV and the Board is active in its pursuit of ways to improve the Company’s rating.

I had a year of strong shareholder engagement, welcomed several new holders to our register and received valuable feedback that has been shared with the Board and Manager. In conjunction with our Manager, our Corporate Broker and our distribution partner we will continue the programme to help the market understand ICGT’s shareholder proposition and its role within investment portfolios.

OUTLOOK

Our focus on investing in private equity-owned companies that have resilient growth characteristics gives shareholders access to investments that they cannot reach through public market strategies. ICGT plays a valuable role in our shareholders’ portfolios.

I believe there is substantial value in our Portfolio and in the new investments the Manager is making on our shareholders’ behalf. Our Portfolio is performing well, and I thank all shareholders for your continued support.

Jane Tufnell

Chair

7 May 2025

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 (‘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 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 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 IAS balance sheet as a single carrying value. The same is true for the IAS and APM basis of the cash flow statement.

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

IFRS (£m)31 January 202531 January 2024APM (£m)31 January 202531 January 2024
Investments1,4701,296Portfolio1,5231,349
NAV1,3321,283Realisation Proceeds151171
Cash flows from the sale of portfolio investments2041Total Proceeds151239
Cash flows related to the purchase of portfolio investments3425Total New Investment181137

The Glossary includes definitions for all APM and, where appropriate, a reconciliation between APM and 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 businesses is that they are profitable and cash generative. These businesses 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 businesses 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.

 Medium-term targetFive-year average31 January 2025
1. Target Portfolio composition 1   
Investment category   
Primary~40-50%57%52%
Direct~30-35%28%33%
Secondary~25-30%15%15%
Geography2   
North America~50%40%46%
Europe (inc. UK)~50%52%48%
Other8%6%
    
2. Balance sheet   
Net cash/(Net Debt)3~0%(1)%(10)%
  1. Five-year average is the linear average of FY exposures for FY21-FY25.
  2. As a percentage of Portfolio.
  3. (Net cash)/debt as a percentage of NAV. Post period-end, we announced Total Proceeds of over £100m from a secondary sale and the realisation of Minimax, see page 14

ICG Enterprise Trust benefits from access to ICG-managed funds and Direct Investments, which represented 28% of the Portfolio value at period end and generated a 8.4% return on a Local Currency Basis.

Performance overview

At 31 January 2025, our Portfolio was valued at £1,523m, and the Portfolio Return on a Local Currency Basis for the financial year was 10.2% (FY24: 5.9%).

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 positively by £5.4m, driven by US dollar appreciation. In sterling terms, Portfolio growth during the period was 10.6%.

The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return of 10.5% during FY25, ending the period with a NAV per Share of 2,073p.

Movement in the Portfolio

£m
Twelve months to 31 January 2025Twelve months to 31 January 2024
Opening Portfolio11,3491,406
Total New Investments181137
Total Proceeds(151)(239)
Portfolio net cashflow30(102)
Valuation movement213883
Currency movement6(39)
Closing Portfolio1,5231,349
1. Refer to the Glossary. 



2. 97% of the Portfolio is valued using 31 December 2024 (or later) valuations (FY24: 94%). 
  
NAV per Share Total ReturnTwelve months to 31 January 2025Twelve months to 31 January 2024
% Portfolio growth (local currency)10.2%5.9%
% currency movement0.4%(2.7%)
% Portfolio growth (Sterling)10.6%3.2%
Impact of gearing0.7%(0.3)%
Finance costs and other expenses(0.6)%(0.2)%
Management fee(1.3)%(1.2)%
Co-investment Incentive Scheme Accrual(0.7)%(0.1)%
Impact of share buybacks1.8%0.7%
NAV per Share Total Return10.5%2.1%

For Q4 the Portfolio Return on a Local Currency Basis was 2.9% and the NAV per Share Total Return was 4.3%

Executing our investment strategy

Commitments

in the financial year
Total New Investments

in the financial year
Growth

in the financial year
Total Proceeds

in the financial year
Making commitments to funds, which expect to be drawn over 3 to 5 yearsCash deployments into portfolio companies, either through funds or directlyDriving growth and value creation of our portfolio companiesCash realisations of investments in Portfolio companies, plus Fund Disposals
£83m

(FY24: £153m)
£181m

(FY24: £137m)
£138m

(FY24: £83m)
£151m

(FY24: £239m)

Commitments

Our evergreen structure and flexible 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 7 new Fund Commitments totalling £83.4m, including £19.8m to funds managed by ICG plc, as detailed below:

FundManagerCommitment during the period
  Local currency£m
ICG Strategic Equity VICG$25.0 m£19.8 m
Leeds VIIILeeds Equity$20.0 m£15.7 m
Investindustrial VIIIInvestindustrial€15.0 m£12.9 m
Oak Hill VIOak Hill$15.0 m£11.9 m
Thoma Bravo XVIThoma Bravo$15.0 m£11.7 m
Valeas IValeas$10.0 m£7.5 m
American Securities IXAmerican Securities$5.0 m£4.0 m

At 31 January 2025, ICG Enterprise Trust had outstanding Undrawn Commitments of £553.2m

Movement in outstanding CommitmentsYear to 31 January 2025

£m
Undrawn Commitments as at 1 February 2024552.0
New Fund Commitments83.4
New Commitments relating to Direct Investments65.3
Total New Investments(181.4)
Currency and other movements33.9
Undrawn commitments as at 31 January 2025553.2

Total Undrawn Commitments at 31 January 2025 comprised £419.1m of Undrawn Commitments to funds within their Investment Period, and a further £134.1m was to funds outside their Investment Period.

 31 January 2025

£m
31 January 2024

£m
Undrawn Commitments – funds in Investment Period419.1434.2
Undrawn Commitments – funds outside Investment Period134.1117.7
Total Undrawn Commitments553.2552.0
Total available liquidity (including debt facility)(124.6)(195.9)
Overcommitment net of total available liquidity428.6356.1
Overcommitment % of net asset value31.1%27.7%

Commitments are made in the funds’ underlying currencies. The currency split of the Undrawn Commitments at 31 January 2025 was as follows:

 31 January 202531 January 2024
Undrawn Commitments£m%£m%
US Dollar310.356.1%29052.5%
Euro213.138.5%23642.7%
Sterling29.85.4%264.8%
Total553.2100.0%552.0100.0%

Investments

Total new investments of £181.4m during the period, of which 12% (£21.1m) were alongside ICG. New investment by category detailed in the table below:

Investment Category



Cost (£m)
% of New Investments
Primary115.563.6%
Direct58.432.2%
Secondary7.64.2%
Total181.4100.0%

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

InvestmentDescriptionManagerCountryCost £m1
DatasiteProvider of software focused on virtual data roomsICGUnited States18.4
VismaProvider of business management software and outsourcing servicesHgNorway14.5
AudiotonixManufacturer of audio mixing consolesPAIUnited Kingdom14.0
MultiversityProvider of online higher education courses.ICG/CVCItaly9.4
Avid BioservicesProvider of biologics development and manufacturing servicesGHOUnited States7.3
Top 5 largest underlying new investments63.6

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 FY25 shareholders will note that Datasite and Visma appear both in the top 5 realisations and top 5 new investments, which is a result of this situation.

GROWTH

The Portfolio grew by £138.0m (+10.2%) on a Local Currency Basis in the 12 months to 31 January 2025.

Growth across the Portfolio was split as follows:

  • By investment type: growth was spread across Primary (8.2%), Secondary (6.4%) and Direct (16.3%)
  • By geography: North America and Europe experienced growth of 12.1% and 8.4% respectively

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

 Top 30Enlarged Perimeter
Portfolio coverage41%67%
Last Twelve Months ('LTM') revenue growth9.0%11.2%
LTM EBITDA growth15.5%15.3%
Net Debt / EBITDA4.0x4.4x
Enterprise Value / EBITDA15.4x15.2x
Note: values are weighted averages for the respective portfolio segment; see Glossary for definition and calculation methodology



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 2025, ICG Enterprise Trust’s exposure to quoted companies was valued at £73.1m, equivalent to 4.8% of the Portfolio value (31 January 2024: 4.8%). Across the Portfolio, quoted positions resulted in a £4.3m increase in Portfolio NAV during the period. The share price of our largest listed exposure, Chewy, increased by 119% in local currency (USD) during the period. This positively impacted the Portfolio Return on a Local Currency Basis by approximately 0.8%.

At 31 January 2025 Chewy was the only quoted investment that individually accounted for 0.5% or more of the Portfolio value:

CompanyTicker31 January 2025

% of Portfolio value
ChewyCHWY-US2.0%
Other companies 2.8%
Total 4.8%

REALISATIONS

During FY25, the ICG Enterprise Trust Portfolio generated Total Proceeds of £150.8m.

Realisation activity during the period included 40 Full Exits generating proceeds of £73.7m. These were completed at a weighted average Uplift to Carrying Value of 19% and represent a weighted average Multiple to Cost of 2.9x for those investments.

RealisationManagerDescriptionCountryProceeds £m
VettaFiICGProvider of master limited partnerships ("MLP") indicesUnited States10.2
VismaICGProvider of business management software and outsourcing servicesNorway8.2
DatasiteICGProvider of software focused on virtual data roomsUnited States7.8
Compass CommunityGraphiteProvider of fostering services and children residential careUnited Kingdom7.4
IRISICGProvider of software and services for the accountancy and payroll sectorsUnited Kingdom7.0
Total of 5 largest underlying realisations 40.7

Balance sheet and liquidity

Net assets at 31 January 2025 were £1,332m, equal to 2,073p

per share.

The Company had net debt of £128m and at 31 January 2025, the Portfolio represented 114% of net assets (31 January 2024: 105%).

 £m% of net assets
Portfolio1,523.1114.3%
Cash3.90.3%
Drawn debt(131.9)(9.9)%
Co-investment Incentive Scheme Accrual(53.9)(4.0)%
Other net current liabilities(8.8)(0.7)%
Net assets1,332.4100.0%

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

During the year, our balance sheet flexibility was enhanced through an increase in the credit facility size from €240m to €300m. This change was effective from 20 December 2024.

At 31 January 2025, ICG Enterprise Trust had a cash balance

of £3.9m (31 January 2024: £11.2m) and total available liquidity of £124.6m (31 January 2024: £195.9m).

 £m
Cash at 31 January 202411.2
Total Proceeds150.8
New investments(181.4)
Debt drawn down111.9
Shareholder returns(58.2)
Management fees(16.0)
FX and other expenses(13.5)
Cash at 31 January 20253.9
Available undrawn debt facilities120.7
Total available liquidity124.6

Dividend and share buyback

ICG Enterprise Trust has a progressive dividend policy alongside two share buyback programmes to return capital to shareholders.

DIVIDENDS

The Board has declared a dividend of 10.5p per share in respect of the fourth quarter, taking total dividends for the year to 36p (FY24: 33p). It is the twelfth consecutive year of ordinary dividend per share increases.

SHARE BUYBACKS

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

 Long-term OpportunisticTotal
 FY253Since inception1FY253Since inception2FY253Since

inception
Number of shares purchased1,420,5002,752,6881,492,1751,492,1752,912,6754,244,863
% of opening shares since buyback started    4.3%6.2%
Capital returned to shareholders£17.3m£32.6m£18.3m£18.3m£35.6m£50.8m
Number of days shares have been acquired87183111198194
Weighted average discount to last reported NAV37.0%38.3%36.2%36.2%36.6%37.5%
NAV per Share accretion (p)    36.554.1
NAV per Share accretion (% of NAV)    1.8%2.7%

1.Since October 2022 (which was when the long-term share buyback programme was launched) up to and including 31 January 2025.

2. Since May 2024 (which was when the opportunistic buyback programme was launched) up to and including 31 January 2025.

3. Based on company-issued announcements / date of purchase, rather than 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.

During the period, the Board announced an opportunistic share buyback programme for FY25 of up to £25m. This is intended to enable us to take advantage of current trading levels, when the ability to purchase shares in meaningful size at a significant discount presents itself. It was renewed for FY26 for an additional year up to £25m.

Foreign exchange rates

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

 Average rate for FY25Average rate for FY2431 January 2025 year end31 January 2024 year end
GBP:EUR1.181.151.201.17
GBP:USD1.281.251.241.27
EUR:USD1.081.081.041.08

Activity since the period end

Notable activity between 1 February 2025 and 31 March 2025 has included:

  • Four new Fund Commitments for a combined value of £64m
  • New investments of £39m
  • Realisation Proceeds of £26m



From 1 February 2025 up to and including 30 April 2025, 718,000 shares (£8.9m) were bought back at a weighted-average discount to NAV of 37.9%.

In addition, during the month of April 2025, we announced that proceeds of £107m were received as a result of two transactions:

  • Secondary sale (£62m net proceeds), executed at a discount of 5.5% to 30 September 2024 valuation and realising a 1.6x return on invested cost (15% IRR)
  • Realisation of Minimax (€53m (£45m) proceeds), ICGT’s largest portfolio company at 31 January 2025 (3.1% of Portfolio value). ICG Enterprise Trust is reinvesting €10m in the next stage of Minimax’s growth alongside Management and other investors including certain ICG funds.

ICG Private Equity Funds Investment Team

7 May 2025

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 by calendar year of investment% of value of underlying investments

31 January 2025
% of value of underlying investments

31 January 2024
20250.5%—%
202410.1%—%
20237.6%6.9%
202218.5%18.7%
202125.7%27.9%
20208.6%11.4%
201910.3%12.4%
20187.3%10.5%
20172.2%4.2%
2016 and older9.2%8.0%
Total100.0%100.0%



Portfolio by sector% of value of underlying investments

31 January 2025
% of value of underlying investments

31 January 2024
TMT29.9%25.3%
Consumer goods and services18.1%17.5%
Healthcare11.5%11.3%
Business services12.4%13.1%
Industrials7.8%7.9%
Education5.0%7.4%
Financials7.6%5.7%
Leisure4.0%7.3%
Other3.7%4.5%
Total100.0%100.0%



Portfolio by fund currency131 January 2025

£m
31 January 2025

%
31 January 2024

£m
31 January 2024

%
US Dollar79652.3%67449.9%
Euro58438.4%55541.2%
Sterling1409.2%1208.9%
Total1,523 1,349100.0%
1 Currency exposure by reference to the reporting currency of each fund .

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 2025, the Top 30 Companies represented 40.2% of the Portfolio by value and the Enlarged Perimeter represented 66.9% of total Portfolio value. This information is prepared on a value-weighted basis, based on contribution to Portfolio value at 31 January 2025. Datasets for Top 30 companies and ‘Enlarged perimeter’ are not distinct and will have some overlap.

 % of value at 31 January 2025
Sector exposureTop 30Enlarged Perimeter
TMT17.3%30.2%
Business services16.9%13.9%
Consumer goods and services14.0%17.3%
Industrials27.3%8.7%
Healthcare8.4%10.0%
Education6.9%6.5%
Leisure6.8%5.1%
Financials2.4%5.1%
Other—%3.2%
Total100.0%100.0%



 % of value at 31 January 2025
Geographic exposure1Top 30 Enlarged Perimeter
North America43.6%45.0%
Europe50.3%50.5%
Other6.1%4.5%
Total100.0%100.0%
1 Geographic exposure is calculated by reference to the location of the headquarters of the underlying Portfolio companies



  % of value at 31 January 2025
LTM revenue growthTop 30 Enlarged Perimeter
<-10%3.2%4.0%
`-10-0%9.0%10.2%
0-10%59.4%47.0%
10-20%15.2%20.6%
20-30%3.6%5.6%
>30%9.6%10.0%
n.a.1—%2.7%
Weighted average9.0%11.2%
Note: for consistency, any excluded investments are excluded for all dispersion analysis.



  % of value at 31 January 2025
LTM EBITDA growthTop 30 Enlarged Perimeter
<-10%5.8%7.2%
`-10-0%9.7%10.3%
0-10%31.4%27.5%
10-20%21.9%23.0%
20-30%7.2%8.9%
>30%24.0%19.9%
n.a1—%3.2%
Weighted average15.5%15.3%
Note: for consistency, any excluded investments are excluded for all dispersion analysis.



  % of value at 31 January 2025
EV/EBITDA multipleTop 30 Enlarged Perimeter
0-10x8.5%10.4%
10-12x17.2%16.4%
12-13x8.1%7.8%
13-15x18.6%18.0%
15-17x25.9%21.7%
17-20x6.5%7.7%
>20x15.2%15.4%
n.a.1—%2.6%
Weighted average15.4x15.2x
Note: for consistency, any excluded investments are excluded for all dispersion analysis.





  % of value at 31 January 2025
Net Debt / EBITDATop 30 Enlarged Perimeter
<2x27.2%17.3%
2-4x17.3%19.9%
4-5x14.1%15.7%
5-6x6.7%13.2%
6-7x26.0%17.8%
>7x8.7%11.2%
n.a.1—%5.1%
Weighted average4.0x4.4x
Note: for consistency, any excluded investments are excluded for all dispersion analysis.



Top 30 companies

The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2025. The valuations are gross of underlying managers fees and carried interest.

 CompanyManagerYear of investmentCountryValue as a % of Portfolio
1Minimax    
 Supplier of fire protection systems and servicesICG2018Germany3.1%
2Froneri    
 Manufacturer and distributor of ice cream productsPAI2013 / 2019United Kingdom2.5%
3Chewy    
 Online retailer of premium pet food and productsBC Partners2022United States2.0%
4Datasite    
 Provider of software focused on virtual data roomsICG2024United States1.9%
5Leaf Home Solutions    
 Provider of home maintenance servicesGridiron2016United States1.6%
6Visma    
 Provider of business management software and outsourcing servicesHg/ICG2024Norway1.6%
7Circana    
 Provider of mission-critical data and predictive analytics to consumer goods manufacturersNew Mountain2022United States1.6%
8European Camping Group    
 Operator of premium campsites and holiday parksPAI2021 / 2023France1.5%
9Davies Group    
 Provider of speciality business process outsourcing servicesBC Partners2021United Kingdom1.5%
10Ambassador Theatre Group    
 Operator of theatres and ticketing platformsICG2021United Kingdom1.4%
11Precisely    
 Provider of enterprise softwareClearlake/ICG2021 / 2022United States1.3%
12Newton    
 Provider of management consulting servicesICG2021 / 2022United Kingdom1.3%
13David Lloyd Leisure    
 Operator of premium health clubsTDR2013 / 2020United Kingdom1.3%
14Curium Pharma    
 Supplier of nuclear medicine diagnostic pharmaceuticalsICG2020United Kingdom1.3%
15PSB Academy    
 Provider of private tertiary educationICG2018Singapore1.3%
16Crucial Learning    
 Provider of corporate training courses focused on communication skills and leadership developmentLeeds Equity2019United States1.3%
17Class Valuation    
 Provider of residential mortgage appraisal management servicesGridiron2021United States1.3%
18Domus    
 Operator of retirement homesICG2017 / 2021France1.2%
19Yudo    
 Designer and manufacturer of hot runner systemsICG2017 / 2018South Korea1.2%
20ECA Group    
 Provider of autonomous systems for the aerospace and maritime sectorsICG2022France1.1%
21Brooks Automation    
 Provider of semiconductor manufacturing solutionsTHL2021 / 2022United States1.0%
22Planet Payment    
 Provider of integrated payments services focused on hospitality and luxury retailAdvent/Eurazeo/ICG2021Ireland1.0%
23Ivanti    
 Provider of IT management solutionsCharlesbank/ICG2021United States1.0%
24Vistage    
 Provider of CEO leadership and coaching for small and mid-size businesses in the USGridiron2022United States1.0%
25Audiotonix    
 Manufacturer of audio mixing consolesPAI2024United Kingdom0.9%
26DigiCert    
 Provider of enterprise security solutionsICG2021United States0.9%
27Ping Identity    
 Provider of intelligent access management solutionsThoma Bravo2022 / 2023United States0.9%
28KronosNet    
 Provider of tech-enabled customer engagement and business solutionsICG2022Spain0.8%
29Archer Technologies    
 Provider of governance, risk and compliance softwareCinven2023United States0.7%
30Silvus Technologies    
 Developer of mobile communications datalinks used in law enforcement, unmanned systems and other commercial/industrial applicationsTJC2019United States0.7%
 Total of the 30 largest underlying investments   40.2%

The 30 largest fund investments

The table below presents the 30 largest fund investments by value at 31 January 2025. The valuations are net of underlying managers’ fees and carried interest.

 FundYear of commitmentValue £mOutstanding commitment £m
1PAI Strategic Partnerships **   
 Mid-market and large buyouts201934.60.2
2ICG Strategic Equities Fund IV   
 GP-led secondary transactions202132.97.1
3ICG Strategic Equities Fund III   
 GP-led secondary transactions201831.011.2
4ICG Europe VII   
 Mezzanine and equity in mid-market buyouts201830.76.1
5CVC European Equity Partners VII   
 Large buyouts201725.72.9
6PAI Europe VII   
 Mid-market and large buyouts201724.62.4
7ICG Ludgate Hill (Feeder B) SCSp   
 Secondary portfolio202123.813.6
8ICG Europe VIII   
 Mezzanine and equity in mid-market buy-outs202123.614.3
9Gridiron Capital Fund III   
 Mid-market buyouts201623.41.3
10Resolute IV   
 Mid-market buyouts201823.00.9
11Gridiron Capital Fund IV   
 Mid-market buyouts201921.50.5
12ICG Augusta Partners Co-Investor **   
 Secondary fund restructurings201820.517.8
13Oak Hill V   
 Mid-market buyouts201919.90.6
14Seventh Cinven   
 Large buyouts201919.81.8
15Graphite Capital Partners VIII *   
 Mid-market buyouts201319.34.1
16Graphite Capital Partners IX   
 Mid-market buyouts201818.42.3
17ICG Ludgate Hill III   
 Secondary portfolio202218.05.7
18Resolute V   
 Mid-market buyouts202117.11.4
19Advent Global Private Equity IX   
 Large buyouts201916.40.5
20ICG Ludgate Hill (Feeder) II Boston SCSp   
 Secondary portfolio202216.05.4
21New Mountain Partners VI   
 Mid-market buy-outs202014.90.5
22Investindustrial VII   
 Mid-market buyouts201914.04.9
23ICG Europe Mid-Market Fund   
 Mezzanine and equity in mid-market buyouts201913.55.5
24CVC Capital Partners VIII   
 Large buyouts202013.40.5
25Bowmark Capital Partners VI   
 Mid-market buyouts201813.13.4
26Tailwind Capital Partners III   
 Mid-market buyouts201813.12.2
27BC European Capital X   
 Large buyouts201613.11.4
28Thomas H Lee Equity Fund IX   
 Mid-market and large buyouts202112.94.0
29Permira VII   
 Large buyouts201912.61.6
30ICG LP Secondaries Fund I LP   
 LP-led secondary transactions202212.241.1
 Total of the largest 30 fund investments 593.0165.3
 Percentage of total investment Portfolio 39.1% 

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

**Includes the associated Top Up funds.

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 27.

OTHER RISKS

Other risks, including reputational risk, are potential outcomes of the principal risks materialising. These risks 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 include those related to regulatory/legislative change and macro-economic and political change.

The Company depends upon the experience, skill and reputation of the employees of the Manager. The Manager’s ability to retain the service 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

RISKIMPACTMITIGATIONCHANGE IN THE YEAR
INVESTMENT RISKS   
INVESTMENT PERFORMANCE



The Manager selects the fund investments and Direct Investments for the Company’s Portfolio, executing the investment strategy approved by the Board. The underlying managers of those funds in turn select individual investee companies. The origination, investment selection and management capabilities of both the Manager and the third-party managers are key to the performance of the Company.
Poor origination, investment selection and monitoring by the Manager and/or third-party managers which may have a negative impact on Portfolio performance.The Manager has a strong track record of investing in private equity through multiple economic cycles. The Manager has a highly selective investment approach and disciplined process, which is overseen by ICG Enterprise Trust’s Investment Committee within the Manager, which comprises a balance of skills and perspectives.



Further, the Company’s Portfolio is diversified, reducing the likelihood of a single investment decision impacting Portfolio performance.
Stable



The Board is responsible for ensuring that the investment policy is met. The day-to-day management of the Company’s assets is delegated to the Manager under investment guidelines determined by the Board. The Board regularly reviews these guidelines to ensure they remain appropriate and monitors compliance with the guidelines through regular reports from the Manager, including performance reporting. The Board also reviews the investment strategy at least annually.



Following this assessment and other considerations, the Board concluded that investment performance risk has remained stable.
VALUATION



In valuing its investments in private equity funds and unquoted companies and publishing its NAV, the Company relies to a significant extent on the accuracy of financial and other information provided by the underlying managers to the Manager. There is the potential for inconsistency in the valuation methods adopted by the managers of these funds and companies and for valuations to be misstated.
Incorrect valuations being provided would lead to an incorrect overall NAV.The Manager carries out a formal valuation process quarterly including a review of third-party valuations.



This process includes a comparison of unaudited valuations to latest audited reports, as well as a review of any potential adjustments that are required to ensure the valuations of the underlying investments are in accordance with the fair market value principles required under UK-adopted International Accounting Standards (‘IAS’).
Stable



The Board regularly reviews and discusses the valuation process in detail with the Manager, including the sources of valuation information and methodologies used.



Following this assessment and other considerations, the Board concluded that there was no material change in valuation risk.
EXTERNAL RISKS   
POLITICAL AND MACRO-ECONOMIC UNCERTAINTY

Political and macro-economic uncertainty and other global events, such as pandemics, that are outside the Company’s control could adversely impact the environment in which the Company and its investment portfolio companies operate.
Changes in the political or macro-economic environment could significantly affect the performance of existing investments (and valuations) and prospects for realisations. In addition, they could impact the number of credible investment opportunities the Company can originate.The Manager uses a range of complementary approaches to inform strategic planning and risk mitigation, including active investment management, profitability and balance sheet scenario planning and stress testing to ensure resilience across a range of outcomes.

The process is supported by a dedicated in-house economist and professional advisers where appropriate.
Increasing

The Board monitors and reviews the potential impact on the Company from political and economic developments on an ongoing basis, including input and discussions with the Manager.

Incorporating these views and other considerations, the Board concluded that this risk had increased.
CLIMATE CHANGE

The underlying managers of the fund investments and Direct Investments in the Company’s Portfolio fail to ensure that their portfolio companies respond to the emerging threats from climate change.
Climate-related transition risks, driven in particular by abrupt shifts in the political and technological landscape, impact the value of the Company’s Portfolio.The Manager has a well-defined, firm-wide Responsible Investing Policy and sustainable investing framework in place.

A tailored sustainable investing framework applies across all stages of the Company’s investment process.
Stable



The Board monitors and reviews the potential impact to the Company from failures by underlying managers to mitigate the impact of climate change on portfolio company valuation.



THE LISTED PRIVATE

EQUITY SECTOR

The listed private equity sector could fall out of favour with investors leading to a reduction in demand for the Company’s shares.
A change in sentiment to the sector has the potential to damage the Company’s reputation and impact the performance of the Company’s share price and widen the discount the shares trade at relative to NAV per Share, causing shareholder dissatisfaction.Private equity continues to outperform public markets over the long term and has proved to be an attractive asset class through various cycles. The Manager is active in marketing the Company’s shares to a wide variety of investors to ensure the market is informed about the Company’s performance and investment proposition.

In setting the capital allocation policy, including the allocations to dividends and share buybacks, the Board monitors the discount to NAV and considers appropriate solutions to address any ongoing or substantial discount to NAV.
Increasing

The persistence of the discount to NAV, together with other sector uncertainties, indicates an increase in risk.

The Board receives regular updates from the Company’s broker and is kept informed of all material discussions with investors and analysts.
FOREIGN EXCHANGE

The Company has continued to expand its geographic diversity by making investments in different countries. Accordingly, most investments are denominated in US dollars and euros.
The Company does not hedge its foreign exchange exposure. Therefore, movements in exchange rates between these currencies may have a material effect on the underlying sterling valuations of the investments and performance of the Company.The Board regularly reviews the Company’s exposure to currency risk and reconsiders possible hedging strategies on at least an annual basis.

Furthermore, the Company’s multicurrency bank facility permits the borrowings to be drawn in euros and US dollars, if required.
Stable

The Board reviewed the Company’s exposure to currency risk and possible hedging strategies and concluded that there was no material change in foreign exchange risk during the year and that it remains appropriate for the Company not to hedge its foreign exchange exposure.
OPERATIONAL RISKS   
REGULATORY, LEGAL

AND TAX COMPLIANCE

Failure by the Manager to comply with relevant regulation and legislation could have an adverse impact on the Company. Additionally, adherence to changes in the legal, regulatory and tax framework applicable to the Manager could become onerous, lessening competitive or market opportunities.
The failure of the Manager and the Company to comply with the rules of professional conduct and relevant laws and regulations could expose the Company to regulatory sanction and penalties as well as significant damage to its reputation.The Board is responsible for ensuring the Company’s compliance with all applicable regulatory, legal and tax requirements. Monitoring of this compliance has been delegated to the Manager, of which the in-house Legal, Compliance and Risk functions provide regular updates to the Board covering relevant changes to regulation and legislation.

The Board and the Manager continually monitor regulatory, legislative and tax developments to ensure early engagement in any areas of potential change.
Stable

The Company remains responsive to a wide range of developing regulatory areas; and will continue to enhance its processes and controls in order to remain compliant with current and expected legislation.
KEY PROFESSIONALS

Loss of key professionals at the Manager could impair the Company’s ability to deliver its investment strategy and meet its external obligations if replacements are not found in a timely manner.
If the Manager’s team is not able to deliver its objectives, investment opportunities could be missed or misevaluated, while existing investment performance may suffer.The Manager regularly updates the Board on team developments and succession planning. The Manager places significant focus on:

Developing key individuals to ensure that there is a pipeline of potential succession candidates internally. External appointments are considered if that best satisfies the business needs.

A team-based approach to investment decision-making, i.e. no one investment professional has sole responsibility for an investment or fund manager relationship.

Sharing insights and knowledge widely across the investment team, including discussing all potential new investments and the overall performance of the Portfolio.

Designing and implementing a compensation policy that helps to minimise turnover of key people.
Stable

The Board reviewed the Company’s exposure to people risk and concluded that the Manager continues to operate sustainable succession, competitive remuneration and retention plans.

The Board believes that the risk in respect of people remains stable.
THE MANAGER AND THIRD-PARTY PROVIDERS (INCLUDING BUSINESS PROCESSES, BUSINESS CONTINUITY AND CYBER)

The Company is dependent on third parties for the provision of services and systems, especially those of the Manager, the Administrator and the Depositary.
Failure by a third-party provider to deliver services in accordance with its contractual obligations could disrupt or compromise the functioning of the Company. A material loss of service could result in, among other things, an inability to perform business critical functions, financial loss, legal liability, regulatory censure and reputational damage.

The failure of the Manager and Administrator to deliver an appropriate cyber security platform for critical technology systems could result in unauthorised access by malicious third parties, breaching the confidentiality, integrity and availability of Company data, negatively impacting the Company’s reputation.
The performance of the Manager, the Administrator, the Depositary and other third-party providers is subject to regular review and reported to the Board.

The Manager, the Administrator and the Depositary produce internal control reports to provide assurance regarding the effective operation of internal controls. These reports are provided to the Audit Committee for review. The Committee would seek further representations from service providers if not satisfied with the effectiveness of their control environment.

The Audit Committee formally assesses the internal controls of the Manager, the Administrator and Depositary on an annual basis to ensure adequate controls are in place.

The assessment in respect of the current year is discussed in the Report of the Audit Committee.

The Management Agreement and agreements with other third-party service providers are subject to notice periods that are designed to provide the Board with adequate time to put in place alternative arrangements.
Stable

The Board carries out a formal annual assessment (supported by the Manager’s internal audit function) of the Manager’s internal controls and risk management systems.

The Board also received regular reporting from the Manager and other third parties.

Following this review and other considerations, the Board concluded that there was no material change in the Manager and other third-party suppliers risk.
FINANCIAL RISKS   
FINANCING

The Company has outstanding commitments to private equity funds in excess of total liquidity that may be drawn down at any time. The ability to fund this difference is dependent on receiving cash proceeds from investments (the timing of which are unpredictable) and the availability of financing facilities.
If the Company encountered difficulties in meeting its outstanding commitments, there would be significant reputational damage as well as risk of damages being claimed from managers and other counterparties.The Manager monitors the Company’s liquidity, overcommitment ratio and covenants on a frequent basis, and undertakes cash flow monitoring, and provides regular updates on these activities to the Board.Stable

The Board reviewed the Company’s exposure to financing risk, noting the Net Debt position, the increase in available facility and the short-term realisation forecast and concluded that this risk was stable.

Audited Financial Statements for the year ended 31 January 2025

INCOME STATEMENT

Year to 31 January 2025Year to 31 January 2024
 NotesRevenue

return

£’000
Capital return

£’000
Total

£’000
Revenue

return

£’000
Capital return

£’000
Total

£’000
Investment returns       
Income, gains and losses on investments2,101,060134,156135,2162,36539,36941,734
Deposit interest24848405405
Other income255104104
Foreign exchange gains and losses (729)(729)1,1931,193
  1,113133,427134,5402,87440,56243,436
Expenses       
Investment management charges3(1,618)(14,558)(16,175)(1,615)(14,533)(16,148)
Other expenses including finance costs4(2,439)(8,417)(10,855)(2,520)(7,402)(9,922)
  (4,057)(22,974)(27,031)(4,135)(21,935)(26,070)
        
Profit/(loss) before tax (2,943)110,453107,510(1,261)18,62717,366
Taxation6  
Profit/(loss) for the period (2,943)110,453107,510(1,261)18,62717,366
Attributable to:       
Equity shareholders (2,943)110,453107,510(1,261)18,62717,366
Basic and diluted earnings per share7  163.95p  25.63p
        

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 34 to 59 form an integral part of the financial statements.

BALANCE SHEET

 



Notes




31 January

2025

£’000




31 January

2024

£’000
Non-current assets   
Investments held at fair value9,10,171,469,5491,296,382
    
Current assets   
Cash and cash equivalents113,9279,722
Prepayments and receivables122,0182,258
  5,94511,980
Current liabilities   
Borrowings (131,931)(20,000)
Payables13(11,171)(5,139)
    
Net current assets / (liabilities) (137,157)(13,159)
Total assets less current liabilities 1,332,3921,283,223
    
Capital and reserves   
Share capital147,2927,292
Capital redemption reserve 2,1122,112
Share premium 12,93612,936
Capital reserve 1,315,7271,279,751
Revenue reserve (5,675)(2,733)
Total equity 1,332,3921,283,223
    
Net Asset Value per Share (basic and diluted)152072.9p1909.4p

The notes on pages 34 to 59 form an integral part of the financial statements.

The financial statements on pages 30 to 59 were approved by the Board of Directors on 7 May 2025 and signed on its behalf by:

Jane Tufnell        Alastair Bruce

Director                Director

CASH FLOW STATEMENT

 NotesYear to 31 January 2025

£’000
Year to 31st January 2024

£’000
Operating activities   
Sale of portfolio investments 19,96640,611
Purchase of portfolio investments (34,144)(25,162)
Cash flow to subsidiaries' investments (152,174)(116,084)
Cash flow from subsidiaries' investments 125,769195,300
Interest income received from portfolio investments 4941,695
Dividend income received from portfolio investments 547779
Other income received 53509
Investment management charges paid (16,021)(15,647)
Other expenses paid (1,881)(2,596)
Net cash inflow/(outflow) from operating activities (57,391)79,405
    
Financing activities   
Bank facility fee paid (2,011)(3,970)
Interest paid (545)(5,571)
Credit Facility utilised 139,762128,109
Credit Facility repaid (27,831)(174,954)
Purchase of shares into treasury (35,851)(13,068)
Equity dividends paid8(22,308)(21,694)
Net cash (outflow)/inflow from financing activities 51,215(91,148)
Net decrease in cash and cash equivalents (6,176)(11,743)
    
Cash and cash equivalents at beginning of year119,72220,694
Net decrease in cash and cash equivalents (6,176)(11,743)
Effect of changes in foreign exchange rates 381771
Cash and cash equivalents at end of period113,9279,722
  1. Includes settlement of unbilled management fees relating to the prior year (see note 13).



The notes on pages 34 to 59 form an integral part of the financial statements.

STATEMENT OF CHANGES IN EQUITY

 



Share capital

£’000
Capital

redemption

reserve

£’000




Share premium

£’000
Realised

capital

reserve1

£’000
Unrealised

capital

reserve

£’000
Revenue

reserve1

£’000
Total

shareholders’

equity

£’000
    
Opening balance at 1 February 20247,2922,11212,936473,015790,602(2,733)1,283,223
Profit for the period and total comprehensive income(6,033)116,485(2,942)107,510
Capital distribution by subsidiary2
Dividends paid(22,308)(22,308)
Purchase of shares into treasury(36,033)(36,033)
Closing balance at 31 January 20257,2922,11212,936408,641907,087(5,675)1,332,392
        
 



Share capital

£’000
Capital redemption

reserve

£’000




Share premium

£’000
Realised

capital

reserve1

£’000
Unrealised

capital

reserve

£’000
Revenue

reserve1

£’000
Total

shareholders’

equity

£’000
    
Opening balance at 1 February 20237,2922,11212,936468,054811,698(1,473)1,300,619
Profit for the period and total comprehensive income31,032(12,405)(1,261)17,366
Capital distribution by subsidiary28,691(8,691)
Dividends paid(21,694)(21,694)
Purchase of shares into treasury(13,068)(13,068)
Closing balance at 31 January 247,2922,11212,936473,015790,602(2,734)1,283,223
  1. Distributable reserves.
  2. During the prior reporting period ICG Enterprise Trust Limited Partnership made a distribution of realised profits totalling £8.6m to the Company.

The notes on pages 34 to 59 form an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1 ACCOUNTING POLICIES

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 2025 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 5, and the Manager’s review on page 7.

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 2026, 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 this 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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(i).

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.

(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 third-party investment manager of those funds. The third-party investment manager performs 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 third-party investment managers are deemed to be

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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 2024, 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) Payables

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

(f) Cash and cash equivalents

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

(g) Dividend distributions

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

(h) 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(i) 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(l)).



(j) 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.

(k) 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.

(l) 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(i)). 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.

(m) Treasury shares

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(n) Critical estimates and assumptions

Estimates and judgements used in preparing the financial information are continually evaluated and are based on historical 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 third-party 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.

(o) 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

 Year endedYear ended 
 31 January 202531 January 2024 
 £’000£’000 
Income from investments   
Overseas interest and dividends1,0602,365 
 1,0602,365 
Deposit interest on cash48405 
Other5104 
 53509 
Total income1,1132,874 
Analysis of income from investments   
Unquoted1,0602,365 
 1,0602,365 

3 INVESTMENT MANAGEMENT CHARGES

Management fees paid to ICG for managing ICG Enterprise Trust amounted to 1.25% (2024: 1.25%) of the average net assets in the year. The reduction in the fee is due to the application of the cap.

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

3 INVESTMENT MANAGEMENT CHARGES CONTINUED

The amounts charged during the year are set out below:

 Year ended 31 January 2025Year ended 31 January 2024
 RevenueCapitalTotalRevenueCapitalTotal
 £’000£’000£’000£’000£’000£’000
Investment management charge1,61714,55816,1751,61514,53316,148

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.

 Year endedYear ended
 31 January 202531 January 2024
 £’000£’000
ICG Europe VIII434467
ICG Strategic Equity V353131
ICG Strategic Equity IV340593
ICG LP Secondaries Fund I LP32555
ICG Europe VII238257
ICG Strategic Equity III238183
ICG Europe Mid-Market II9587
ICG Augusta Partners Co-Investor II8991
ICG Europe Mid-Market87120
ICG North American Private Debt II6874
ICG Strategic Secondaries II3674
ICG Europe VI2341
ICG Asia Pacific III1530
ICG Recovery Fund 2008B331
ICG Europe V21
 2,3462,235

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4 OTHER EXPENSES

The Company did not employ any staff in the year to 31 January 2025 (2024: none).

 Year endedYear ended
 31 January 202531 January 2024
 £’000£’000£’000£’000
Directors’ fees (see note 5) 340 316
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts170 239 
Fees payable to the Company’s auditor and its associates for other services:    
- Audit of the accounts of the subsidiaries108 139 
- Audit-related assurance services71 53 
Total auditors’ remuneration 349 431
Administrative expenses 811 1,021
  1,500 1,768
Bank facility costs allocated to revenue 277 258
Interest costs allocated to revenue 661 493
Expenses allocated to revenue 2,438 2,519
Bank facility costs allocated to capital 8,417 7,403
Total other expenses 10,855 9,922
     

1. The auditors of the Company have additionally provided £16k (2024: £14k) 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. These expenses have been charged to the Manager of the Company.

Included within Total other expenses above are £9.4m (2024: £8.2m) of costs related to financing and £(0.2)m (credit) (2024: £0.1m) of other expenses which are non-recurring and are excluded from the Ongoing Charges as detailed in the glossary on page 58.

Professional fees of £0.2m (2024: £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 19%, 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 UK's main rate of corporation tax increased from 19% to 25% with effect from 1 April 2023. A blended rate of 24% was applied for the year ended 31 January 2024, calculated by the number of days within the accounting period spanning the rate change. A corporation tax rate of 25% was applied for the year ended 31 January 2025.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

 Year endedYear ended 
 31 January 202531 January 2024 
 £’000£’000 
a) Analysis of charge in the year   
Tax credit on items allocated to revenue 
Tax charge on items relating to prior years 
Corporation tax 
b) Factors affecting tax charge for the year   
Profit on ordinary activities before tax107,51017,367 
Profit before tax multiplied by rate of corporation tax in the UK of 25% (2024: 24%)26,7904,168 
Effect of:   
– net investment returns not subject to corporation tax(33,357)(9,735) 
– dividends not subject to corporation tax(52)(187) 
– expenses not deductible for tax purposes1,353 
– current year management expenses not utilised/(utilised)4895,754 
– other deductions4,777 
Total tax charge 

The Company has £70.0m excess management expenses carried forward (2024: £53.5m). No deferred tax assets or liabilities (2024: 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 (2024: nil).

7 EARNINGS PER SHARE

 Year endedYear ended 
 31 January 202531 January 2024 
Revenue return per ordinary share(4.49p)(1.86p) 
Capital return per ordinary share168.38p27.49p 
Earnings per ordinary share (basic and diluted)163.95p25.63p 

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(2.9)m (2024: £(1.3)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 £102.4m (2024: £18.6m) 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 £99.5m (2024: £17.4m) 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 65,569,285 (2024: 67,761,359). There were no potentially dilutive shares, such as options or warrants, in either year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

8 DIVIDENDS

 Year endedYear ended
 31 January 202531 January 2024
 £’000£’000
Third quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 6.0p)5,3454,781
Final dividend in respect of year ended 31 January 2024: 9p per share (2023: 9.0p)5,8946,105
First quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p)5,5575,415
Second quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p)5,5125,393
Total22,30821,694

The Company paid a third quarterly dividend of 8.5p per share in February 2025. The Board has proposed a final dividend of 10.5p per share (estimated cost £6.7m) in respect of the year ended 31 January 2025 which, if approved by shareholders, will be paid on 18 July 2025 to shareholders on the Register of Members at the close of business on 04 July 2025.

9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES

Subsidiary undertakings (controlled structured entities)

Subsidiaries of the Company as at 31 January 2025 comprise the following controlled structured entities, which are registered in England and Wales. Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries.

Direct subsidiaries Ownership interest 2025Ownership interest 2024
ICG Enterprise Trust Limited Partnership 97.5%97.5%
ICG Enterprise Trust (2) Limited Partnership 97.5%97.5%
ICG Enterprise Trust Co-investment Limited Partnership 99.0%99.0%



Indirect subsidiaries Ownership interest 2025Ownership interest 2024
ICG Enterprise Holdings LP 99.5%99.5%
ICG Morse Partnership LP 99.5%99.5%
ICG Lewis Partnership LP 99.5%99.5%

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

The value of the subsidiaries is shown net of 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 2025 a total of £53.9m (2024: £54.4m) was accrued in respect of these interests. During the year the Co-investors invested £1.0m (2024: £0.7m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the Co-investors amounted to £10.8m or 7.1% of £150.8m of Total Proceeds received in the year (2024: £5.4m or 2.3% of £238.6m proceeds received).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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.

 Unquoted investments

£'000
Co-investment Incentive Scheme accrual

£'000
Maximum loss exposure

£'000
As at 31 January 20251,523,459(53,910)1,469,549
As at 31 January 20241,350,821(54,439)1,296,382

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 investment assets 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

 QuotedUnquotedSubsidiary undertakingsTotal
 £’000£’000£’000£’000
Cost at 1 February 2024179,528300,114479,642
Unrealised appreciation at 1 February 202480,768735,972816,740
Valuation at 1 February 2024260,2961,036,0861,296,382
Movements in the year:    
Purchases34,144151,292185,436
Sales    
– capital proceeds (20,214)(125,769)(145,983)
– realised gains/(losses) based on carrying value at previous balance sheet date 1,530 1,530
Movement in unrealised appreciation 29,473102,711132,184
Valuation at 31 January 2025305,2291,164,3201,469,549
Cost at 31 January 2025193,458325,637519,095
Unrealised appreciation/ (depreciation) at 31 January 2025111,771838,683950,454
Valuation at 31 January 2025305,2291,164,3201,469,549
 
 QuotedUnquotedSubsidiary undertakingsTotal
 £’000£’000£’000£’000
Cost at 1 February 2023195,104378,426573,530
Unrealised appreciation at 1 February 202374,074701,471775,545
Valuation at 1 February 2023269,1781,079,8971,349,075
Movements in the year:    
Purchases25,181116,988142,169
Sales    
– capital proceeds (40,757)(195,300)(236,057)
– realised gains/(losses) based on carrying value at previous balance sheet date (1,044) (1,044)
Movement in unrealised appreciation 7,73934,50042,239
Valuation at 31 January 2023260,2961,036,0861,296,382
Cost at 31 January 2024179,528300,114479,642
Unrealised appreciation/ (depreciation) at 31 January 202480,768735,972816,740
Valuation at 31 January 2024260,2961,036,0861,296,382

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

 31 January 202531 January 2024
 £’000£’000
Realised gains/loss based on cost1,530(1,044)
Amounts recognised as unrealised in previous years
Realised gains based on carrying values at previous balance sheet date1,530(1,044)
Increase in unrealised appreciation132,18442,239
Gains on investments133,71441,195

‘Realised gains based on cost’ represents the total increase in value, compared to cost, of those funds which meet the criteria set out in page 42. These gains are adjusted for amounts previously reported as unrealised (and included within the fair value at the previous balance sheet date) to determine the ‘Realised gains based on carrying values at previous balance sheet date’.

Gains on investments includes the ‘Realised gains based on carrying values at previous balance sheet date’ together with the net fair value movement on the balance of the investee funds.

Related undertakings

At 31 January 2025, the Company held direct and indirect interests in six limited partnership subsidiaries. These interests, net of the incentive accrual as described in note 9, were:

Investment31 January 2025

%
31 January 2024

%
ICG Enterprise Trust Limited Partnership99.9%99.9%
ICG Enterprise Trust (2) Limited Partnership66.5%66.5%
ICG Enterprise Trust Co-investment Limited Partnership66.0%66.0%
ICG Enterprise Holdings LP99.5%99.5%
ICG Morse Partnership LP99.5%99.5%
ICG Lewis Partnership LP99.5%99.5%

The registered address and principal place of business of the subsidiary partnerships is Procession House, 55 Ludgate Hill, London EC4M 7JW.

In addition the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities. These investments are not considered subsidiaries or associates as the Company does not exert control or have significant influence over the activities of these companies/partnerships.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

As at 31 January 2025    
InvestmentInstrument% interest1  
Graphite Capital Partners VII Top Up PlusLimited partnership interests20.0%  
Graphite Capital Partners VIII Top UpLimited partnership interests41.1%  
ICG Velocity3Limited partnership interests32.5%  
     
As at 31 January 2024    
InvestmentInstrument% interest1  
Graphite Capital Partners VII Top Up Plus2Limited partnership interests20.0%  
Graphite Capital Partners VIII Top Up2Limited partnership interests41.1%  
ICG Velocity3Limited partnership interests32.5%  
  1. The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage shown for shares represents the proportion of total shares in issue.
  2. Address of principal place of business is 7 Air Street, Soho, London W1B 5AD.
  3. Address of principal place of business is Procession House, 55 Ludgate Hill, London, EC4M 7JW.



11 CASH AND CASH EQUIVALENTS

 31 January 202531 January 2024
 £’000£’000
Cash at bank and in hand3,9279,722

12 PREPAYMENTS AND RECEIVABLES

 31 January 202531 January 2024
 £’000£’000
Prepayments and accrued income2,0182,258

As at 31 January 2025, prepayments and accrued income included £2.0m (2024: £2.3m) of unamortised costs in relation to the bank facility. Of this amount £0.8m (2024: £0.5m) is expected to be amortised in less than one year.

13 PAYABLES – CURRENT

 31 January 202531 January 2024
 £’000£’000
Accruals, including facility interest11,1715,139
Bank facility drawn131,93120,000
Payables143,10225,139

Bank facility details are shown in the liquidity section of note 17 on page 52.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

14 SHARE CAPITAL

 AuthorisedIssued and fully paid
  Nominal Nominal
Equity share capitalNumber£’000Number£’000
Balance at 31 January 2025120,000,00012,00072,913,0007,292
Balance at 31 January 2024120,000,00012,00072,913,0007,292

All ordinary shares have a nominal value of 10.0p. At 31 January 2025 and 31 January 2024, 72,913,000 shares had been allocated, called up and fully paid. During the year 2,932,675 shares were bought back in the market and held in treasury (2024: 1,130,708 shares). At 31 January 2025, the Company held 8,640,808 shares in treasury (2024: 5,708,133) and had 64,272,192 (2024: 67,204,867) shares outstanding, all of which have equal voting rights.

 31 January 2025 31 January 2024
Shares held in treasury8,640,8085,708,133
Shares not held in treasury64,272,19267,204,867
Total72,913,00072,913,000

15 NET ASSET VALUE PER SHARE

The net asset value per share is calculated on equity attributable to equity holders of £1,332.4m (2024: £1,283.2m) and on 67,272,192 (2024: 67,204,867) ordinary shares in issue at the year end. There were no potentially dilutive shares, such as options or warrants, at either year end. Calculated on both the basic and diluted basis the net asset value per share was 2,072.9p (2024: 1,909.4p).

16 CAPITAL COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries had uncalled commitments in relation to the following Portfolio investments:

 31 January

2025

£’000
31 January

2024

£’000
ICG LP Secondaries Fund I LP41,14634,811
ICG Strategic Equity V236,86819,704
ICG Europe Mid-Market Fund II119,24521,316
ICG Augusta Partners Co-Investor217,77517,365
ICG Strategic Secondaries Fund II216,93816,547
ICG Europe VIII114,33925,901
ICG Ludgate Hill (Feeder B) SCSp113,59113,860
ICG Strategic Equity Fund III211,20110,942
ICG MXV Co-Investment8,361
ICG Strategic Equity IV27,05510,385
ICG Europe VII16,0826,541
ICG Ludgate Hill (Feeder) IIIA Porsche SCSp25,6914,652
ICG Europe Mid-Market Fund15,5245,476
ICG Ludgate Hill (Feeder) II Boston SCSp25,3925,267
ICG Asia Pacific Fund III22,5232,634
ICG Europe VI14,0134,311
ICG North American Private Debt Fund II22,0971,682
ICG Colombe Co-investment11,8112,378
ICG Dallas Co-Investment21,2401,280
Commitments of less than £1,000,000 at 31 January 20255,7465,991
Total ICG226,638211,043
Graphite Capital Partners IX2,2814,525
Graphite Capital Partners VIII14,1242,194
Graphite Capital Partners VII1,2456456
Total Graphite funds6,8617,175

1.Includes interest acquired through a secondary fund purchase.

2.Includes the associated Top Up funds.

 31 January

2025

£’000
31 January

2024

£’000
Leeds VIII-A16,135
Bowmark VII15,00015,000
New Mountain VII14,29915,763
PAI Europe VIII12,35620,900
Thoma Bravo XVI-A12,101
Investindustrial VIII12,009
Cinven VIII11,74812,789
CVC IX A10,54612,789
Bain VI9,93911,319
CDR XII8,90811,822
The Resolute Fund VI8,57711,822
Hellman Friedman XI (Parallel)8,0677,881
Advent International X-A8,03910,849
Bregal Unternehmerkapital IV-A7,7628,526
Green Equity Investors Side IX7,61815,611
Permira VIII7,6189,356
Genstar Capital Partners XI (EU)7,4557,850
Apax XI EUR6,8608,383
Gridiron V6,5789,008
Oak Hill VI (Offshore)5,034
Investindustrial VII4,8954,219
Audax Private Equity VII-B4,5465,830
Integrum I4,0525,715
American Securities IX4,034
Thomas H Lee Equity Fund IX3,9986,762
PAI Mid-Market Fund3,7644,963
BC XI3,7104,900
Bowmark VI3,3571,357
Hg Genesis X3,3263,469
Ivanti2,9792,910
Valeas Capital Partners I A2,973
CVC VII2,944
PAI VII2,4302,872
GHO Capital III2,2572,617
Bain XIII2,2472,739
Audiotonix2,243
Bain Tech Opportunities II2,2392,276
Tailwind III2,2031,517
Ambassador Theatre Group2,0562,049
Thomas H Lee Equity Fund VIII1,9402,011
Thoma Bravo XV1,9012,648
Hg Saturn III1,8402,714
Seventh Cinven Fund1,8122,929
GI Partners VI-A1,7892,168
Charlesbank X1,6853,543
Apax X1,6771,442
Hellman Friedman X1,6312,194
Bregal Unternehmerkapital III1,5752,113
Carlyle Europe Partners V1,5532,243
Resolute V1,363855
FSN VI1,3032,946
Gridiron III1,2894,080
AEA VII1,243464
Resolute 02 Continuation (SEC 1)1,1459,893
CVC European Equity Partners VIII5123,402
New Mountain VI4982,276
European Camping Group 23991,474
Leeds VII3173,581
Commitments of less than £2,000,000 at 31 January 202562,78536,908
Total third party319,687333,747
Total commitments553,186551,965

The Company and its subsidiaries had no other unfunded commitments to investment funds. Commitments made by the Company and its subsidiaries are irrevocable.

As at 31 January 2025, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above Portfolio of £114.3m (2024: £98.1m). The Company did not have any contingent liabilities at 31 January 2025 (2024: None).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation to the above Portfolio of £438.9m (2024: £453.9m). The Company is responsible for financing its pro-rata share of those uncalled commitments (see note 9).

17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is an investment company as defined by Section 833 of the Companies Act 2006 and conducts its affairs so as to qualify as an investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010 (‘Section 1158’). The Company’s objective is to provide long-term growth by investing in private companies managed by leading private equity managers.

Investments in funds have anticipated lives of approximately 10 years. Direct Investments are made with an anticipated holding period of between three and five years.

Financial risk management

The Company’s activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk), investment risk, credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance. The Board has overall responsibility for managing the risks and the framework for monitoring and coordinating these risks. The Audit Committee regularly reviews, identifies and evaluates the risks taken by the Company to allow them to be appropriately managed. All of the Company’s management functions are delegated to the Manager which has its own internal control and risk monitoring arrangements. The Committee makes a regular assessment of these arrangements, with reference to the Company’s risk matrix. The Company’s financial risk management objectives and processes used to manage these risks have not changed from the previous period and the policies are set out below:

Market risk

(i) Currency risk

The Company’s investments are principally in continental Europe, the US and the UK, and are primarily denominated in euro, US dollars and sterling. There are also smaller amounts in other European currencies. The Company’s investments in controlled structured entities are reported in Sterling. The Company is exposed to currency risk in that movements in the value of sterling against these foreign currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board regularly reviews the level of foreign currency denominated assets and outstanding commitments in the context of current market conditions and may decide to buy or sell currency or put in place currency hedging arrangements. No hedging arrangements were in place during the financial year.

The composition of the net assets of the Company by reporting currency at the year end is set out below:

 SterlingEuroUSDOtherTotal
31 January 2025£’000£’000£’000£’000£’000
Investments1,201,16681,755186,62351,469,549
Cash and cash equivalents and other net current assets(139,168)1,3856188(137,157)
 1,061,99883,140187,241131,332,392
      
 SterlingEuroUSDOtherTotal
31 January 2024£’000£’000£’000£’000£’000
Investments1,068,11581,164146,8812221,296,382
Cash and cash equivalents and other net current assets(21,553)4,5043,87812(13,159)
 1,046,56285,668150,7592341,283,223

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

On a look-through basis to the currency of the portfolio company, the effect of a 25% increase or decrease in the sterling value of the euro would be a fall of £71.3m and a rise of £65.1m in the value of shareholders’equity and on profit after tax at 31 January 2025 respectively (2024: a fall of £74m and a rise of £56.1m based on 25% increase or decrease).The effect of a 25% increase or decrease in the sterling value of the US dollar would be a fall of £158m and a rise of £152.1m in the value of shareholders’ equity and on profit after tax at 31 January 2025 respectively (2024: a fall of £141.9m and a rise of £124.4m based on 25% movement). The percentages applied are based on market volatility in exchange rates observed in prior periods.

(ii) Interest rate risk

The Company’s assets primarily comprise non-interest bearing investments in funds and non-interest bearing investments in portfolio companies. The fair values of these investments are not significantly directly affected by changes in interest rates. The Company’s net debt balance is exposed to interest rate risk; the financial impact of this risk is currently immaterial.

The Company is indirectly exposed to interest rate risk through the impact of interest rates on the performance of investments in funds and portfolio companies as a result of interest rate changes impacting the underlying manager valuation. This performance impact as a result of interest rate risk is recognised through the valuation of those investments, which will be affected by the impact of any change in interest rates on the financial performance of the underlying portfolio companies and also on any valuation of those investments for sale. The Company is not able to quantify how a change in interest rates would impact valuations.

(iii) Price risk

The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company’s objective, which is to provide long-term capital growth through investment in unquoted companies. The investment Portfolio is continually monitored to ensure an appropriate balance of risk and reward in order to achieve the Company’s objective.

The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be the price itself. The table below shows the impact of a 30% increase or decrease in the valuation of the investment Portfolio. The percentages applied are reasonable based on the Manager’s view of the potential for volatility in the Portfolio valuations under stressed conditions.

 31 January 202531 January 2024
 Increase in variableDecrease in variableIncrease in variableDecrease in variable
 £’000£’000£’000£’000
30% (2024: 30%) movement in the price of investments    
Impact on profit after tax423,339(370,568)374,044(320,217)

A reasonably possible percentage change in relation to the earnings estimates or Enterprise Value/EBITDA multiples used by the underlying managers to value the private equity fund investments and co-investments may result in a significant change in the fair value of unquoted investments.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Investment and credit risk

(i) Investment risk

Investment risk is the risk that the financial performance of the companies in which the Company invests either improves or deteriorates, thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are, by their nature, subject to potential investment losses. The investment Portfolio is highly diversified in order to mitigate this risk.

(ii) Credit risk

The Company’s exposure to credit risk arises principally from its investment in cash deposits. The Company aims to invest the majority of its liquid portfolio in assets which have low credit risk. The Company’s policy is to limit exposure to any one investment to 15% of gross assets. This is regularly monitored by the Manager as a part of its cash management process.

Cash is held on deposit with Royal Bank of Scotland (‘RBS’) and totalled £3.9m (2024: £9.7m). RBS currently has a credit rating of A1 from Moody’s. This represented the maximum exposure to credit risk at the balance sheet date. No collateral is held by the Company in respect of these amounts. None of the Company’s cash deposits or money market fund balances were past due or impaired at 31 January 2025 (2024: nil) and as a result of this, no ECL provision has been recorded.

Liquidity risk

The Company makes commitments to private equity funds in advance of that capital being invested, typically in illiquid, unquoted companies. These commitments are in excess of the Company’s total liquidity, therefore resulting in an overcommitment. When determining the appropriate level of overcommitment, the Board considers the rate at which commitments might be drawn down, typically over four to six years, versus the rate at which existing investments are sold and cash realised. The Company has an established liquidity management policy, which involves active monitoring and assessment of the Company’s liquidity position and its overcommitment risk. This is regularly reviewed by the Board and incorporated into the Board’s assessment of the viability of the Company. This process incorporates balance sheet and cash flow projections, including scenarios with varying levels of Portfolio gains and losses, fund drawdowns and realisations, availability of the credit facility, exchange rates, and possible remedial action that the Company could undertake if required in the event of significant Portfolio declines.

At the year end, the Company had cash and cash equivalents totalling £3.9m and had access to committed bank facilities of €300m maturing in May 2028, which is a multi-currency revolving credit facility provided by SMBC and Lloyds. The key terms of the facility are:

  • Upfront cost: 120bps.
  • Non-utilisation fees: 115bps per annum.
  • Margin on drawn amounts: 300bps per annum.



As at 31 January 2025 the Company’s total financial liabilities amounted to £143.1m (2024: £25.1m) of payables which were due in less than one year, which includes accrued balances payable in respect of the credit facility above.

Movement in financial liabilities arising from financing activities

The following tables sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year.

 20252024
 £’000£’000
At 1 February 202422,06267,700
Proceeds from borrowings139,762128,109
Repayment of long term borrowings(27,831)(174,954)
Change in capitalisation of bank facility fees7821,206
At 31 January 2025134,77522,061
   

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Capital risk management

The Company’s capital is represented by its net assets, which are managed to achieve the Company’s investment objective. As at the year end, the Company had net debt of £135.9m (2024: £10.3m).

The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy back shares and it also determines dividend payments. The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by Section 1159 of the Corporation Tax Act 2010 and by the Companies Act 2006, respectively. Total equity at 31 January 2025, the composition of which is shown on the balance sheet, was £1,332.4m (2024: £1,283.2m).

Fair values estimation

IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).



The valuation techniques applied to level 3 assets are described in note 1(c) of the financial statements. No investments were categorised as level 1 or level 2.

The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year when they are deemed to occur.

The sensitivity of the Company’s investments to a change in value is discussed on page 51.

The following table presents the assets that are measured at fair value at 31 January 2025 and 31 January 2024:

31 January 2025







    
Level 1 Level 2 Level 3 Total
£’000£’000£’000£’000
Investments held at fair value    
Unquoted investments – indirect150,987150,987
Unquoted investments – direct154,242154,242
Quoted investments – direct
Subsidiary undertakings1,164,3201,164,320
Total investments held at fair value1,469,5491,469,549



31 January 2024







    
Level 1Level 2Level 3Total
£’000£’000£’000£’000
Investments held at fair value    
Unquoted investments – indirect136,473136,473
Unquoted investments – direct123,823123,823
Quoted investments – direct
Subsidiary undertakings1,036,0851,036,085
Total investments held at fair value1,296,3811,296,381

All unquoted and quoted investments are valued at fair value in accordance with IFRS 13. The Company has no quoted investments as at 31 January 2025; quoted investments held by subsidiary undertakings are reported within Level 3.

Investments in Level 3 securities are in respect of private equity fund investments and co-investments. These are held at fair value and are calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take account of cash flow events occurring after the date of the manager’s valuation, such as realisations or liquidity adjustments.

The following tables present the changes in Level 3 instruments for the year to 31 January 2025 and 31 January 2024.

31 January 2025Unquoted investments (indirect) at fair value through profit or loss

£’000
Unquoted investments (direct) at fair value through profit or loss

£’000
Subsidiary undertakings

£’000
Total

£’000
Opening balances136,473123,8231,036,0861,296,382
Additions18,12416,020151,292185,436
Disposals(16,076)(4,138)(125,769)(145,983)
Gains and losses recognised in profit or loss14,52416,479102,711133,714
Closing balance153,045152,1841,164,3201,469,549



31 January 2024Unquoted investments (indirect) at fair value through profit or loss

£’000
Unquoted investments (direct) at fair value through profit or loss

£’000
Subsidiary undertakings

£’000
Total

£’000
Opening balances158,896110,2821,079,8971,349,075
Additions14,93310,248116,988142,169
Disposals(37,167)(3,590)(195,300)(236,057)
Gains and losses recognised in profit or loss(188)6,88334,50041,194
Closing balance136,474123,8231,036,0851,296,381

18 RELATED PARTY TRANSACTIONS

Significant transactions between the Company and its subsidiaries are shown below:

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

SubsidiaryNature of transactionYear ended

31 January

2025

£’000
Year ended

31 January

2024

£’000
ICG Enterprise Trust Limited PartnershipIncrease in amounts owed to subsidiaries
 (Decrease) in amounts owed by subsidiaries(8,689)(102)
 Income allocated
ICG Enterprise Trust (2) Limited PartnershipIncrease in amounts owed to subsidiaries(2,956)11,420
 (Decrease) in amounts owed by subsidiaries
 Income allocated(169)151
ICG Enterprise Trust Co-investment LPIncrease in amounts owed by subsidiaries33,229(10,416)
 Income allocated2,1276,681
ICG Enterprise Holdings LPIncrease in amounts owed to subsidiaries(45,725)
 Income allocated4,2246,819
ICG Morse Partnership LPIncrease in amounts owed by subsidiaries(14,513)
 Decrease in amounts owed to subsidiaries
 Income allocated
ICG Lewis Partnership LP(Decrease) in amounts owed by subsidiaries6871,820
 Increase in amounts owed by subsidiaries
 Income allocated

ICG Enterprise Trust Limited Partnership transferred its remaining assets to ICG Enterprise Trust PLC during the year ended 31 January 2025. It will be dissolved during the year ended 31 January 2026 and will cease to be a subsidiary at that time.

For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors.

Remuneration in the year (audited)FeesExpensesTotal
Name2025

£’000
2024

£’000
2025

£’000
2024

£’000
2025

£’000
2024

£’000
Jane Tufnell7471 7471
Alastair Bruce60586058
David Warnock5946 5946
Gerhard Fusenig4846325149
Adiba Ighodaro48464846
Janine Nicholls48464846
Total33731332340316

Amounts owed by/to subsidiaries represent the Company’s loan account balances with those entities, to which the Company’s share of drawdowns and distributions in respect of those entities are credited and debited respectively.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

 Amounts owed by subsidiariesAmounts owed to subsidiaries
Subsidiary31 January 2025 £’00031 January 2024 £’00031 January 2025 £’00031 January 2024 £’000
ICG Enterprise Trust Limited Partnership(492)8,197
ICG Enterprise Trust (2) Limited Partnership31,37234,328
ICG Enterprise Trust Co-Investment LP273,555240,326
ICG Enterprise Holdings LP
ICG Morse Partnership LP
ICG Lewis Partnership LP8,5697,881

The Company and its subsidiaries’ total shares in funds and co-investments managed by the Company’s Manager are:

 Year ended 31 January 2025Year ended 31 January 2024
Fund/Co-investmentRemaining

commitment

£’000
Fair value investment

£’000
Remaining

commitment

£’000
Fair value investment

£’000
ICG MXV Co-Investment8,36132,72821731,658
ICG Strategic Equity Fund III10,72731,04310,94239,374
ICG Europe VII6,08230,7216,54135,021
ICG Ludgate Hill (Feeder B) SCSp13,59123,81413,86024,366
ICG Europe VIII14,33923,64025,90110,746
ICG Augusta Partners Co-Investor17,77520,46917,36515,533
ICG Ludgate Hill (Feeder) III A Porsche SCSp5,69117,9954,65221,104
ICG Newton Co-Investment39317,80839317,909
ICG Progress Co-Investment42117,26557715,156
ICG Vanadium Co-Investment24616,18025114,209
ICG Ludgate Hill (Feeder) II Boston SCSp5,39216,0305,26714,721
ICG Match Co-Investment13215,25312915,403
ICG Colombe Co-investment1,81013,7951,67812,221
ICG Europe Mid-Market Fund5,52413,4945,47613,819
ICG LP Secondaries Fund I LP41,14612,17534,81121,980
ICG Cheetah Co-Investment63511,12366911,570
CX VIII Co-Investment1679,0761718,996
ICG Asia Pacific Fund III2,5238,7062,6348,436
ICG Dallas Co-Investment1,2408,1721,2808,245
ICG Strategic Equity V36,8687,10119,704895
ICG Strategic Equity IV7,05532,85110,38528,029
ICG Sunrise Co-Investment755,840765,402
ICG Crown Co-Investment965,4921224,817
ICG Recovery Fund 2008 B18464,9548624,545
ICG Strategic Secondaries Fund II16,9384,85316,54710,052
ICG Holiday Co-Investor I2863,7482852,655
ICG North American Private Debt Fund II2,0973,0611,6825,467
ICG Europe VI4,0132,8144,3115,719
ICG Holiday Co-Investor II1992,7751971,966
ICG Europe Mid-Market II19,2451,53421,316(263)
ICG Europe V545757555808
ICG Cross Border1822731785,555
ICG Diocle Co-Investment1458114898
ICG Velocity Partners Co-Investor65018635
ICG European Fund 2006 B14801548928
ICG Topvita Co-Investment687700
ICG Trio Co-Investment36377,988
Ambassador Theatre Group14,177
Total226,638415,652211,043438,410

At the balance sheet date the Company has fully funded its share of capital calls due to ICG-managed funds in which it is invested.

19 Post balance sheet events

On 2 April 2025, the Company announced the completion of a secondary sale of primary fund interests generating £62m net proceeds and releasing undrawn commitments of £10m. On 30 April 2025 the Company cancelled its Treasury shares (see note 14). 9,358,808 shares were cancelled.

GLOSSARY

TermShort formDefinition
Alternative Performance Measures











































APMsAlternative Performance Measures are a term defined by the European Securities and Markets Authority as “financial measures of historical or future performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework”.



APMs are used in this report 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, taking into account industry practice.



Definitions and reconciliations to IFRS measures are provided in the main body of the report or in this Glossary, where appropriate.







Buyback impact on NAV per Share















































 Buyback impact on NAV per Share is calculated by comparing the NAV per Share with an adjusted NAV per Share as follows:
 Year ended

31 January 2025
Since inception (Oct. 22) 
Opening number of shares67,190,86768,523,055A
Number of shares bought back in period2,912,6754,244,863 
Closing number of shares64,278,19264,278,192B
31 January 2025 NAV£1,332m£1,332mC
Add back cash invested in buybacks£36m£51m 
31 January 2025 NAV + cash invested in buybacks£1,368m£1,383mD
31 January 2025 NAV per Share2,072.9p2,072.9pE (C/B)
Pro forma NAV per share excluding buybacks2,036.4p2,018.8pF (D/A)
Impact of buybacks36.5p54.1pG (E-F)
NAV per Share accretion

from buybacks
1.8%2.7%G/F
Note: scenario excluding buyback does not include any cash impact of dividends that would have been paid to holders of those shares had the buyback not been undertaken
Carried Interest Carried interest is equivalent to a performance fee. This represents a share of the profits that will accrue to the underlying private equity managers, after achievement of an agreed Preferred Return.
Cash drag Cash drag is the negative impact on performance arising as a result of the allocation of a portion of the entity’s assets to cash.
Co-investment Co-investment is a Direct Investment in a company alongside a private equity fund.
Co-investment Incentive Scheme Accrual Co-investment Incentive Scheme Accrual represents the estimated value of interests in the Co-investment Incentive Scheme operated by the subsidiary partnerships of the Company.
Commitment Commitment represents the amount of capital that each investor agrees to contribute to a fund or a specific investment.
Compound Annual Growth RateCAGRThe rate of return that would be required for an investment to grow from its beginning balance to its ending balance, assuming the profits were reinvested at the end of each period of the investment's life span.







Deployment Please see ‘Total new investment’.
Direct Investment An investment in a portfolio company held directly, not through a private equity fund. Direct Investments are typically co-investments with a private equity fund.
Discount Discount arises when the Company’s shares trade at a price below the Company’s NAV per Share. In this circumstance, the price that an investor pays or receives for a share would be less than the value attributable to it by reference to the underlying assets. The Discount is the difference between the share price and the NAV, expressed as a percentage of the NAV. For example, if the NAV was 100p and the share price was 90p, the Discount would be 10%.
Drawdowns Drawdowns are amounts invested by the Company when called by underlying managers in respect of an existing Commitment.
EBITDA Stands for earnings before interest, tax, depreciation and amortisation, which is a widely used profitability measure in the private equity industry.
Enlarged Perimeter The aggregate Portfolio value of the Top 30 Companies and as many of the managers from within the Top 30 funds as practicable.
Enterprise ValueEVEnterprise Value is the aggregate value of a company’s entire issued share capital and Net Debt.
Exclusion List The Exclusion List defines the business activities which are excluded from investment.
FTSE All-Share Index Total Return The change in the level of the FTSE All-Share Index, assuming that dividends are re-invested on the day that they are paid.
Full Exits Full Exits are exit events (e.g., trade sale, sale by public offering, or sale to a financial buyer) following which the residual exposure to an underlying company is zero or immaterial; this does not include Fund Disposals. See ‘Fund Disposals’.
Fund Disposals Fund Disposals are where the Company receives sales proceeds from the full or partial sale of a fund position within the secondary market.
General PartnerGPThe General Partner is the entity managing a private equity fund. This is commonly referred to as the manager.
Hedging Hedging is an investment technique designed to offset a potential loss on one investment by purchasing a second investment that is expected to perform in the opposite way.
Initial Public OfferingIPOAn Initial Public Offering is an offering by a company of its share capital to the public with a view to seeking an admission of its shares to a recognised stock exchange.
Internal Rate of ReturnIRRInternal Rate of Return is a measure of the rate of 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 investment.
Investment Period Investment Period is the period in which funds are able to make new investments under the terms of their fund agreements, typically up to five years after the initial Commitment.
Last Twelve MonthsLTMLast Twelve Months refers to the timeframe of the immediately preceding 12 months in reference to financial metrics used to evaluate the Company’s performance.
Limited Partner







LPThe Limited Partner is an institution or individual who commits capital to a private equity fund established as a Limited Partnership. These funds are generally protected from legal actions and any losses beyond the original investment.



Limited Partnership











 A Limited Partnership includes one or more General Partners, who have responsibility for managing the business of the partnership and have unlimited liability, and one or more Limited Partners, who do not participate in the operation of the partnership and whose liability is ordinarily capped at their capital and loan contribution to the partnership. In typical fund structures, the General Partner receives a priority share ahead of distributions to Limited Partners.







Net Asset Value per ShareNAV per Share



Net Asset Value per Share is the value of the Company’s net assets attributable to one Ordinary share. It is calculated by dividing ‘shareholders’ funds’ by the total number of ordinary shares in issue. Shareholders’ funds are calculated by deducting current and long-term liabilities, and any provision for liabilities and charges, from the Company’s total assets.
Net Debt



 Net Debt is calculated as the total short-term and long-term debt in a business, less cash and cash equivalents.
Ongoing charges Ongoing Charges are calculated in line with guidance issued by the Association of Investment Companies (‘AIC’) and capture management fees and expenses, excluding finance costs, incurred at the Company level only. The calculation does not include the expenses and management fees incurred by any underlying funds.
  31 January 2025Total per income statement

£'000
Amount excluded from AIC Ongoing Charges

£'000
Included Ongoing Charges

£000
  Management fees16,17516,175
  General expenses1,5001651,665
  Finance costs9,354(9,354)
  Total27,029(9,189)17,840
  Total Ongoing Charges17,840
  Average NAV1,294,186
  Ongoing Charges as % of NAV1.38%
      
  31 January 2024Total per income statement

£'000
Amount excluded from AIC Ongoing Charges

£'000
Included Ongoing Charges

£000
  Management fees16,14816,148
  General expenses1,773(209)1,564
  Finance costs8,152(8,152)
  Total26,073(8,362)17,712
  Total Ongoing Charges17,712
  Average NAV1,291,759
  Ongoing Charges as % of NAV1.37%
  Included within General expenses above are £(0.2)m (credit) (2024: £0.2m) of other expenses which are non-recurring and are excluded from the Ongoing Charges.
Other Net Liabilities Other Net Liabilities at the aggregated Company level represent net other liabilities per the Company’s balance sheet. Net other liabilities per the balance sheet of the subsidiaries include amounts payable under the Co-investment Incentive Scheme Accrual.
Overcommitment Overcommitment refers to where private equity fund investors make Commitments exceeding the amount of liquidity immediately available for investment. When determining the appropriate level of Overcommitment, careful consideration needs to be given to the rate at which Commitments might be drawn down, and the rate at which realisations will generate cash from the existing Portfolio to fund new investment.





Portfolio Portfolio represents the aggregate of the investment Portfolios of the Company and of its subsidiary Limited Partnerships. This APM is consistent with the commentary in previous annual and interim reports. The Board and the Manager consider that disclosing our Portfolio assists shareholders in understanding the value and performance of the underlying investments selected by the Manager. It is shown before the Co-investment Incentive Scheme Accrual to avoid being distorted by certain funds and Direct Investments on which ICG Enterprise Trust Plc does not incur these costs (for example, on funds managed by ICG plc). Portfolio is related to the NAV, which is the value attributed to our shareholders, and which also incorporates the Co-investment Incentive Scheme Accrual as well as the value of cash and debt retained on our balance sheet.



The value of the Portfolio at 31 January 2025 is £1,523.1m (31 January 2024: £1,349.0m).
  31 January 2025 £mIFRS Balance sheet fair valueNet assets of subsidiary limited partnershipsCo-investment Incentive Scheme AccrualTotal Company and subsidiary Limited Partnership
  Investments11,469.5(0.3)53.91,523.1
  Cash3.93.9
  Other Net Liabilities(141.0)0.3(53.9)(194.6)
  Net assets1,332.41,332.4
       
  31 January 2024 £mIFRS Balance sheet fair valueBalances receivable from subsidiary Limited Partnerships











Co-investment Incentive Scheme AccrualTotal Company and subsidiary Limited Partnership
  Investments11,296.4(1.9)54.41,349.0
  Cash9.79.7
  Other Net Liabilities(22.9)1.9(54.4)(75.5)
  Net assets1,283.21,283.2
  1Investments as reported on the IFRS balance sheet at fair value comprise the total of assets held by the Company and the net asset value of the Company’s investments in the subsidiary Limited Partnerships.
Portfolio Return on a Local Currency Basis Portfolio Return on a Local Currency Basis represents the change in the valuation of the Company’s Portfolio before the impact of currency movements and Co-investment Incentive Scheme Accrual. The Portfolio return of 10.2% is calculated as follows:
   £m31 January 202531 January 2024
  Income, gains and losses on Investments 142.0125.3
  Foreign exchange gains and losses included in gains and losses on investments 5.4(38.6)
  Incentive accrual valuation movement (9.3)(3.7)
  Total gains on Portfolio investments excluding impact of foreign exchange 138.183.1
  Opening Portfolio valuation 1,349.01,406.4
  Portfolio Return on a Local Currency Basis 10.2%5.9%
       



TermShort formDefinition
Portfolio Company Portfolio Company refers to an individual company in an investment portfolio.
Primary A Primary Investment is a Commitment to a private equity fund.
Quoted Company A Quoted Company is any company whose shares are listed or traded on a recognised stock exchange.
Realisation Proceeds Realisation Proceeds are amounts received in respect of underlying realisation activity from the Portfolio and exclude any inflows from the sale of fund positions via the secondary market.
Realisations - Multiple to Cost



 Realisations - Multiple to Cost is the average return from Full Exits from the Portfolio in the period on a primary investment basis, weighted by cost.
  £m 31 January 202531 January 2024
  Realisation Proceeds from Full Exits in the year-to-date 73.7100.8
  Cost 35.928.8
  Average return Multiple to Cost 2.9x3.5x
Realisations – Uplift To Carrying Value Realisations – Uplift To Carrying Value is the aggregate uplift on Full exits from the Portfolio in the period excluding publicly listed companies that were exited via sell downs of their shares.
  £m 31 January 202531 January 2024
  Realisation Proceeds from Full Exits in the year-to-date 73.7100.8
  Prior Carrying Value (at previous quarterly valuation prior to exit) 62.089.2
  Realisations – Uplift To Carrying Value 19.0%29.5%
Secondary Investments Secondary Investments occur when existing private equity fund interests and Commitments are purchased from an investor seeking liquidity.
Share Price Total Return Share Price Total Return is the change in the Company’s share price, assuming that dividends are re-invested on the day that they are paid.



Total New Investment Total New Investment is the total of direct Co-investment and fund investment Drawdowns in respect of the Portfolio. In accordance with IFRS 10, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements.







Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows:
   £m31 January 202531 January 2024
  Purchase of Portfolio investments per cash flow statement 34.125.2
  Purchase of Portfolio investments within subsidiary investments 152.2111.6
  Return of cost/expenses (4.9)0.0
  Total New Investment 181.4136.7



TermShort formDefinition    
Total Proceeds Total Proceeds are amounts received by the Company in respect of the Portfolio, which may be in the form of capital proceeds or income such as interest or dividends. In accordance with IFRS 10, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements.
  £m  31 January 202531 January 2024
  Sale of Portfolio investments per cash flow statement  20.040.6
  Sale of Portfolio investments, interest received, and dividends received within subsidiary investments  125.8195.3
  Interest income per cash flow statement  0.51.7
  Dividend income per cash flow statement  0.50.8
  Other income per cash flow statement  0.1
  Return of invested cost  4.00.0
  Total Proceeds  150.8238.6
  Fund Disposals  (67.6)
  Realisation Proceeds  150.8171.0
Total Return The change in the Company’s Net Asset Value per Share, assuming that dividends are re-invested at the end of the quarter in which the dividend was paid.
Undrawn Commitments Undrawn Commitments are Commitments that have not yet been drawn down (please see ‘Drawdowns’).
Unquoted Company An Unquoted Company is any company whose shares are not listed or traded on a recognised stock exchange.
Valuation Date The date of the valuation report issued by the underlying manager.


EN
08/05/2025

Underlying

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Reports on ICG Enterprise Trust

 PRESS RELEASE

Preliminary Results for the twelve months ended 31 January 2025

Preliminary Results for the twelve months ended 31 January 2025  ICG Enterprise Trust plcPreliminary Results for the twelve months ended 31 January 20258 May 2025        Highlights Actively-managed Portfolio focused on global mid-market private companies generating resilient growthNAV per Share reaches 2,073p; NAV per Share Total Return* of 10.5% during the year and five-year annualised return of 14.5%Portfolio Return* on a Sterling basis of 10.6%; portfolio companies reporting ~15% LTM earnings growth140 Full Exits executed at a weighted-average Uplift to Carrying Value of 19.0%Sharehol...

 PRESS RELEASE

Transaction in Own Shares

Transaction in Own Shares ICG Enterprise Trust plc (the “Company”) 6 May 2025 Transaction in Own Shares The Company announces that on 2 May 2025 it bought back 10,000 of its own shares, to be held as treasury shares, at an average price of 1173 pence per share. Further details are set out below: Number of shares held as treasury shares following settlement of this purchase: 25,000.Total shares in issue excluding treasury shares following settlement of this purchase: 63,529,192. The Company has bought back these shares under the authority granted by shareholders at its Annual General M...

Brian Moretta ... (+3)
  • Brian Moretta
  • Jason Streets
  • Mark Thomas

Hardman & Co Monthly: May 2025

Feature article: Attractive asset managers - Radical derating presumes things only get worse The UK asset management sector has been significantly derated over the past couple of years. It has faced the dual problem of a shift towards passives and to private assets and away from traditional listed equities and bonds. However, the sector’s assets haven’t collapsed; its margins have proved relatively robust and its profits fairly stable, even against all the rising costs. The clear implication, ...

 PRESS RELEASE

Transaction in Own Shares

Transaction in Own Shares ICG Enterprise Trust plc (the “Company”) 2 May 2025 Transaction in Own Shares The Company announces that on 1 May 2025 it bought back 15,000 of its own shares, to be held as treasury shares, at an average price of 1160 pence per share. Further details are set out below: Number of shares held as treasury shares following settlement of this purchase: 15,000.Total shares in issue excluding treasury shares following settlement of this purchase: 63,539,192. The Company has bought back these shares under the authority granted by shareholders at its Annual General M...

 PRESS RELEASE

Cancellation of Treasury Shares

Cancellation of Treasury Shares ICG Enterprise Trust plc (the “Company”) 1 May 2025        Cancellation of Treasury Shares The Company announces that on 30 April 2025, it cancelled 9,358,808 Ordinary shares of 10 pence each (“Ordinary Shares”) previously held in Treasury. Following the above cancellation, the Company has 63,554,192 Ordinary Shares in issue and no Ordinary Shares held in Treasury. Therefore, the total number of voting rights in the Company is 63,554,192. The above figure 63,554,192 may be used by Shareholders as the denominator for the calculations by which they will det...

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