ANNUAL REPORT

AND ACCOUNTS

2026

ICG ENTERPRISE TRUST PLC

STRATEGIC REPORT

1 FY26 at a glance

2 Our business at a glance

4 Chair’s statement

6 Our portfolio construction

8 Our investment strategy

12 Our manager relationship

13 Key performance indicators

14 Manager’s review

20 Finance review

22 Stakeholder engagement

26 Our expert people

28 Culture and sustainability

30 How we manage risk

32 Principal risks and uncertainties

35 Viability and going concern statements

GOVERNANCE

37 Governance overview

38 Board of Directors at a glance

39 Board of Directors

40 Corporate governance statement

43 Report of the Directors

45 Directors’ Remuneration Report

47 Report of the Audit Committee

49 Statement of Directors’ responsibilities

FINANCIAL STATEMENTS

51 Independent auditor’s report to the

members of ICG Enterprise Trust plc

56 Income statement

57 Balance sheet

58 Cash flow statement

59 Statement of changes in equity

60 Notes to the financial statements

OTHER INFORMATION

73 30 largest fund investments

74 Portfolio analysis

76 Glossary

79 Shareholder information

80 Investment policy

81 Additional disclosures required by the

Alternative Investment Fund Managers Directive

82 How to invest in ICG Enterprise Trust plc

ICG Enterprise Trust (‘ICGT’) is a leading

UK-listed investor in private equity-backed

companies.

We seek to deliver long-term compounding growth

by investing in profitable, cash-generative, private

companies across North America and Europe.

As companies remain private for longer, and often stay

private, private equity remains a structurally attractive

asset class, with a strong track record of robust,

sustainable returns.

icg-enterprise.co.uk

ICG Enterprise Trust plc

Optimising shareholder value

“Our investment strategy and

approach to capital allocation

are intended to optimise

shareholder returns.”

JANE TUFNELL

CHAIR

Maximising portfolio performance

“Our strong manager relationships

and selective investment approach

position us well to deliver long-

term compounding returns.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

PORTFOLIO VALUE

£1,353m

(31 JANUARY 2025: £1,523m)

NAV PER SHARE

2,045p

(31 JANUARY 2025: 2,073p)

SHARE PRICE

1,534p

(31 JANUARY 2025: 1,342p)

PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS

1,2

4.8%

(31 JANUARY 2025: 10.2%)

NAV PER SHARE TOTAL RETURN

1,2

0.5%

(31 JANUARY 2025: 10.5%)

SHARE PRICE TOTAL RETURN

1,2

17.3%

(31 JANUARY 2025: 12.5%)

FY26 AT A GLANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1 This is an APM. Further details are set out in the Glossary on page 76.

2 Unless otherwise stated, all share price and NAV per Share performance figures are stated on a Total Return basis (i.e. including the effect of reinvested dividends).

1,909

2,073

2,045

FY24 FY25

FY26

500

1,000

1,500

2,000

2,500

NAV PER SHARE (p) TOTAL AVAILABLE LIQUIDITY

(£m)

DIVIDEND PER SHARE (p)

NEW INVESTMENTS (£m) REALISATIONS (£m)

TOTAL SHAREHOLDER

DISTRIBUTIONS (£m)

196

125

227

FY24 FY25

FY26

100

150

200

250

FY24 FY25

FY26

137

181

194

FY24 FY25

FY26

100

150

200

250

239

151

382

FY24 FY25

FY26

100

150

200

250

300

350

400

450

FY24 FY25

FY26

FOCUSED INVESTMENT STRATEGY

OUR BUSINESS AT A GLANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

ALL PRIVATE EQUITY

More consistent

returns profile,

with less risk than

other private

equity strategies

Primarily in North

America and Europe;

more mature markets,

more experienced

managers

More likely to

be resilient and

attract stronger

management teams

Track records of

investing well

through cycles

TOP-TIER

MANAGERS

MID-MARKET AND

LARGER DEALS

DEVELOPED

MARKETS

BUYOUTS

RESILIENT

COMPANIES

PARTNERING WITH LEADING

PRIVATE EQUITY MANAGERS

We focus on the buyout segment of the private equity

market, in which target companies are typically profitable,

cash generative and more mature. Within buyouts, our focus

is on mid-market and larger transactions, partnering with

leading private equity managers in developed markets.

Through this approach, we aim to maintain a portfolio

of companies with resilient growth characteristics, as we

believe these companies will generate the most consistent

and strong returns over the long term.

TYPICAL RESILIENT GROWTH CHARACTERISTICS

OF COMPANIES WE LIKE TO INVEST IN:

ESTABLISHED

MARKET POSITION

PRICING POWER

PROVIDER OF

MISSION-CRITICAL SERVICES

HIGH-MARGIN

BUSINESS MODEL

ACTIVE MANAGEMENT BY A DEDICATED TEAM

We generate long-term value by investing in companies directly as well

as through funds managed by ICG plc (‘ICG’) and other leading private

equity managers.

HOW WE INVEST

Investing in profitable, cash-generative companies in North America

and Europe.

OUR BUSINESS AT A GLANCE CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

SOURCE OPPORTUNITIES

The team actively sources new opportunities,

maintaining close relationships with top-tier

private equity managers. As part of ICG, the

team also benefits from insights and proprietary

deal flow from the wider ICG network.

REINVEST OR RETURN

Proceeds from the sales of portfolio

companies are reinvested in new investment

opportunities, or returned to shareholders

through dividends and share buybacks.

ANALYSE & INVEST

Ahead of any investment, deep and granular

due diligence is undertaken. A detailed

investment recommendation is then

discussed by the Investment Committee

and, if approved, moves to legal review.

MONITOR & ACTIVELY

MANAGE PORTFOLIO

Underlying performance is closely

monitored and the Portfolio’s

exposures are actively managed to

ensure consistent, strong performance.

PORTFOLIO COMPOSITION

INVESTMENT TYPE

TARGET

FIVE-YEAR AVERAGE

31 JANUARY 2026

53%

17%

30%

52%

14%

34%

GEOGRAPHIC SPLIT

TARGET

FIVE-YEAR AVERAGE

31 JANUARY 2026

49%

45% 6%

47%

48% 5%

A STRONG BALANCE SHEET

NET DEBT

£33m

TOTAL AVAILABLE LIQUIDITY

£227m

OVERCOMMITMENT RATIO

32%

(£1,353m Portfolio value)

Active balance sheet management helps ICG Enterprise Trust weather different macro-economic

environments while supporting new investments, buybacks and dividends.

40-50% 25-30% 30-35%

SECONDARY DIRECT PRIMARY

OTHERNORTH AMERICAEUROPE

50%

50%0%

ICG Enterprise Trust has a track

record of generating long-term

resilient growth

Dear fellow shareholders,

ICGT’s strategy is to invest in profitable,

cash-generative private companies that

can deliver long-term growth. A share in

the Company provides access to a unique

portfolio of such companies in the US and

Europe, which is impossible to replicate in

public markets.

For the 12 months to 31 January 2026, ICGT

generated a NAV per Share Total Return of 0.5%

and the discount to NAV of its shares narrowed

from 35% to 24%. Shareholders received a Share

Price Total Return of 17.3% for the year.

Over the last five years, ICGT has delivered an

annualised NAV per Share Total Return of 10.0% and

an annualised Share Price Total Return of 12.6%.

In the months between the end of our financial year

and the publication of this report, the environment

for private equity has become more complicated

and macro-economic uncertainty has increased in a

number of areas. In that context, I am confident in

the experienced and dedicated team that manages

ICGT, and I believe the Company has an attractive

portfolio. We will remain focused on executing our

investment strategy and allocating our capital

thoughtfully.

PERFORMANCE

ICGT’s portfolio returned 4.8% in local currency

terms and 1.2% in sterling terms during FY26.

Portfolio companies in aggregate have continued to

generate double digit growth in profits

, and have

modest leverage in the context of private equity.

NAV per Share Total Return was 0.5% for FY26.

This was a disappointing result albeit in a

challenging market. The Board continues to have

great confidence in our Portfolio of mature cash-

generative companies to deliver attractive returns

for our shareholders.

At 31 January 2026, ICGT had net debt of £33m and

Total Available Liquidity of £227m, which the Board

judges appropriate in the current environment.

SHAREHOLDER ENGAGEMENT

2025 saw a high level of engagement with

shareholders. I and the Manager met with a wide

range of investors, and we welcomed several new

investors to our shareholder register. We were also

pleased to win Investment Week’s ‘Investment

Company of the Year 2025’ award in the private

equity category.

These conversations, together with the newsletter

survey the Manager ran in October 2025, have

helped to refine our programme of initiatives to

engage with our existing shareholder base and attract

new investors. The Board will oversee delivery of

these initiatives and monitor their effectiveness.

CAPITAL ALLOCATION

During the year, the Manager made new

investments of £194m and committed £201m to

new funds, in line with the programme approved

and regularly reviewed by the Board. The Portfolio

generated net cash flow of £188m.

Alongside this investment activity, ICGT bought

back 3% of its opening share count at an average

discount of 32.3%. The Board regularly reviews the

effectiveness of the programmes with the Manager

and our advisers. The share buybacks undertaken

during the year enhanced the NAV per Share Total

Return by 1.1%.

CHAIR’S STATEMENT

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

JANE TUFNELL

CHAIR

Find our Statement of Expenses at:

icg-enterprise.co.uk/soe

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

We maintain the progressive dividend policy,

with total FY26 dividends of 39p per share. This

represents an 8% increase on the prior year and

the 13

consecutive year of ordinary dividend

per share increases.

LOOKING AHEAD

I believe there is substantial value in ICGT’s

shares, and your Board is committed to working

with the Manager and other partners to support

the marketing of ICGT to a wide range of current

and potential shareholders.

ICGT is managed by an experienced team with the

resources, network and track record to navigate

complex markets. The Company has a robust capital

structure and liquidity, and an investment strategy

that supports our objective of delivering long-term

compounding returns.

Thank you for your continued support.

JANE TUFNELL

Chair

6 May 2026

CHAIR’S STATEMENT CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1.48%

1.37%

1.38%

1.39%

FY23

FY24

FY25

FY26

Optimising NAV performance

INVESTMENT STRATEGY

Our Portfolio is designed to generate long-term resilient

growth. Since ICG became our Manager in 2016, we have

become fully invested and have increased allocations to

North America and to Secondary Investments. These shifts

have positively impacted the Portfolio returns, and our focus

on global mid-market buyouts – with no exposure to venture

capital or growth equity – has demonstrated resilience in

various economic conditions.

COST BASE

We work with our Manager and other providers to

ensure that costs are appropriate and to maximise the

net return of our investment strategy. Effective FY24,

we announced a cap on our management fee rate and

a change to the cost sharing arrangement with the

Manager, which combined have saved shareholders

approximately £2m in each of FY24, FY25 and FY26.

STRONG TRACK RECORD OF PERFORMANCE

Our disciplined investment approach and flexible

mandate have delivered strong long-term returns.

COST BASE OVER TIME

Our focus on cost discipline continues to support

NAV growth. The reduction in our ongoing charges

figure from FY23 to FY24 reflects the benefits

of the revised fee arrangements agreed with

our Manager. As the portfolio grows, we remain

committed to maintaining an efficient cost base

for shareholders.

Jan

£161

NAV per Share

Total Return

31 Jan 2026

£100

31 Jan 2021

CURRENT

ONGOING

CHARGE

Aligning shareholder return to NAV return

£23m

IN DIVIDENDS

£28m

IN BUYBACKS

£194m

TOTAL NEW INVESTMENTS

£181

Share Price

Total Return

31 Jan 2026

Private Equity Masterclass in September 2025 with

three Chairs of LPE trusts; watch the video at:

asset.tv

EFFECTIVE MESSAGING AND

SHAREHOLDER ENGAGEMENT

In recent years we have significantly advanced

ICG Enterprise Trust's communications through

clarified messaging, shorter-form video content

and enhanced disclosure on the performance of

the portfolio companies.

As best practice for shareholder engagement

evolves, ICG Enterprise Trust is continuing to

broaden and deepen our sales and marketing

activities, all intended to enhance the market’s

understanding of our offering.

CAPITAL ALLOCATION

Capital allocation remains a central pillar of how we

generate long-term shareholder value. We continue to

balance new investment opportunities with the disciplined

return of capital, ensuring the proceeds generated by

our Portfolio are deployed in the most effective way.

Over the year, we invested selectively into high-quality

private companies, while returning capital through

our progressive dividend policy and two buyback

programmes. Combined, these are intended to optimise

shareholder returns.

An active approach

Portfolio construction

Geographically, we focus on the

developed markets of North America

and Europe, which have deep and mature

private equity markets, supported by a

robust corporate governance ecosystem.

OUR PORTFOLIO CONSTRUCTION

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

52%

PRIMARY

FUNDS

14%

SECONDARY

INVESTMENTS

34%

DIRECT

INVESTMENTS

29%

OF THE PORTFOLIO IS INVESTED

INTO ICG-MANAGED FUNDS

AND DIRECT INVESTMENTS

PRIMARY

Commitments to new

private equity funds

5.2%

PRIMARY PORTFOLIO RETURN

ON A LOCAL CURRENCY BASIS

(FY26)

SECONDARY

Acquiring fund interests

and commitments from

other investors

0.8%

SECONDARY PORTFOLIO

RETURN ON A LOCAL

CURRENCY BASIS (FY26)

DIRECT

Investing directly in

companies alongside funds

managed by ICG and third-

party fund managers

6.0%

DIRECT PORTFOLIO RETURN ON

A LOCAL CURRENCY BASIS (FY26)

OUR MANAGER RELATIONSHIP: P12

The Investment Committee also regularly reviews our Portfolio to see whether unrealised value can be

crystallised through sales in the secondary market. This supports our intention of being fully invested in

investments with attractive go-forward returns.

OUR PORTFOLIO CONSTRUCTION CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Portfolio performance

As we focus on building out our Portfolio with an eye on the future,

the performance of our companies within the Portfolio continues to be resilient.

Top 30

Enlarged

Perimeter

Last Twelve Months ('LTM') revenue growth 10% 10%

LTM EBITDA growth 14% 13%

Net Debt / EBITDA 4.7x 4.8x

Enterprise Value / EBITDA 15.9x 15.7x

Note: values are weighted averages for the respective Portfolio segment; Enlarged Perimeter represents the aggregate

value of the Top 30 Companies and a representative sample of Primary Funds. See Glossary for definition.

INDICATIVE CASH PROFILE

Primary commitments are

typically drawn down over

three to five years and are

repaid as the underlying

fund realises its investments.

WHAT IT BRINGS TO

OUR PORTFOLIO

Primaries allow us to access a

range of managers, helping us

invest through the cycle and

giving us access to Direct

Investment opportunities.

INDICATIVE CASH PROFILE

Investments in mature private

equity funds which have an

established portfolio typically

return capital earlier than a

primary commitment.

WHAT IT BRINGS TO

OUR PORTFOLIO

Secondaries enable us to

access a diversified pool of

investments with a quicker

cash return profile than

primary commitments.

INDICATIVE CASH PROFILE

Direct Investments

are realised when the

underlying portfolio

company is sold by its

underlying manager.

WHAT IT BRINGS TO

OUR PORTFOLIO

Directs allow us to increase

our exposure to particularly

compelling companies,

and are offered to us by

managers from within

our primary portfolio.

CORE PRINCIPLES

Partner with

top-tier managers

Diversify across

vintages and

geographies

Select for alignment

and long-term fit

Offer high-quality

co-investment

opportunities

CORE PRINCIPLES

Invest in proven,

high-performing

funds

Enhance risk-return

profile

Offer liquidity to

GPs and LPs

Stay flexible to seize

opportunities

CORE PRINCIPLES

Partner with

top-tier managers

Back resilient

companies

Invest in companies

which benefit from

long-term growth

trends

Have multiple

growth levers

Top 30

Companies

37%

PORTFOLIO COVERAGE

70%

PORTFOLIO

COVERAGE

1. PRIMARY 2. SECONDARY 3. DIRECT

Executing our investment strategy

OUR INVESTMENT STRATEGY

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Proceeds generated from

realisations during the period,

providing capital for reinvestment

and shareholder returns.

FY26 was an

improved year for

transaction activity,

with £382m Total

Proceeds generated.

CASE STUDY:

PAGE 11

Commitments made in this period

are expected to be invested over

the next three to five years.

Total New Investments

of £194m during the

period, of which £62m

were alongside ICG.

£201m

COMMITMENTS

£382m

TOTAL PROCEEDS

£194m

TOTAL NEW

INVESTMENTS

£73m

GROWTH

Portfolio Growth on a Local

Currency Basis of 4.8%.

CASE STUDY:

PAGE 9

CASE STUDY:

PAGE 10

Commitment case study: ICG Europe IX

Committing to a long-standing

manager relationship

OUR INVESTMENT STRATEGY CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXECUTING OUR INVESTMENT STRATEGY

COMMITMENTS

OUR RATIONALE

Strategy alignment

Targeting mid/upper mid-market

European companies in non-

cyclical industries.

Attractive risk-return profile

Focus on bespoke and highly

structured subordinated debt and

equity instruments, providing both

embedded downside protection

whilst retaining access to upside.

Proven track record

Long track record and consistency

of returns.

Co-investment deal flow

Strong source of co-investment

deal flow.

€25m

COMMITMENT TO ICG EUROPE IX

European Corporate is one of ICG’s flagship strategies and has

a 36-year track record. The team of 70+ investment executives,

based across seven European offices, provides flexible, tailored

solutions supporting family owners, founders and management

teams in realising their objectives for long-term, sustainable

value creation.

Investment case study: Global Market Foods

Co-investment made alongside

Audax Private Equity

OUR INVESTMENT STRATEGY CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXECUTING OUR INVESTMENT STRATEGY

TOTAL NEW INVESTMENTS

OUR RATIONALE

Attractive risk-return profile

Very strong financial profile; displayed

positive revenue growth through multiple

economic downturns; multiple exit routes

provide an attractive fan of outcomes.

Multiple growth levers

Organic growth through growing market share

and expanding into new cuisines and parts of

the US and Canada; significant M&A potential.

High-quality manager

Audax has a strong buy-and-build background

and track record with food distributors.

$15m

TOTAL CO-INVESTMENT

Global Market Foods is an importer and distributor of

international foods, primarily serving the independent

grocer channel, headquartered in Chicago.

Realisation case study: Froneri

ICG Enterprise Trust initially

invested alongside PAI Partners

in 2013 and reinvested in 2019

OUR INVESTMENT STRATEGY CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXECUTING OUR INVESTMENT STRATEGY

TOTAL PROCEEDS

OUR RATIONALE

High-quality manager

PAI Partners has built Froneri (originally R&R)

into a leading global ice cream manufacturer.

Strategy alignment

High-margin business model in a defensive sector.

Proven track record

Resilient earnings profile; strong EBITDA

performance supported predominantly

by net sales growth.

£38m

REALISATION PROCEEDS

Froneri is one of the largest pure play ice cream

manufacturers globally with expertise across brands,

licences and private label.

ACROSS COUNTRIES

FRONERI OPERATES IN

NUMBER OF COUNTRIES

12,000+

EMPLOYEES WORLDWIDE

“We first invested in Froneri in 2013

alongside PAI, one of our longest-

standing relationships. We continued

to support the company through a

number of transformational events, and

this exit represents a strong return for

shareholders in ICG Enterprise Trust plc.”

COLM WALSH

MANAGING DIRECTOR

Benefitting from the expertise and reach of ICG,

a leading global alternatives asset manager

OUR MANAGER RELATIONSHIP

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Our Manager’s expertise and network, as well as

ICG Enterprise Trust’s access to ICG-managed

funds and direct investments, have benefitted

our shareholders since our partnership began.

MAXIMISING

SHAREHOLDER VALUE

LEVERAGING ICG’S SCALE AND EXPERIENCE

A GLOBAL

PLATFORM

LONG-TERM

RELATIONSHIPS

PROPRIETARY

DEAL FLOW

THE BENEFITS FOR ICG ENTERPRISE TRUST

ACCESS INSIGHTS EXPERTISE

20+

LOCATIONS GLOBALLY

~$130bn

ASSETS UNDER MANAGEMENT

29%

OF PORTFOLIO IN

ICG-MANAGED ASSETS

6.9%

LOCAL CURRENCY RETURN ON

ICG-MANAGED ASSETS FOR THE

YEAR ENDED 31 JANUARY 2026

Overview of our performance

We make long-term investments to generate compounding value over multiple years,

and believe our performance should be judged on a multi-year basis.

PORTFOLIO RETURN ON

A LOCAL CURRENCY BASIS

4.8%

7.0%

11.8%

1 YEAR

3 YEARS (P.A.)

5 YEARS (P.A.)

RATIONALE

Portfolio Return on a Local Currency Basis measures the

total movement in the underlying investment Portfolio

valuation, without the influence of foreign exchange

movements or the Co-investment Incentive Scheme

Accrual. It is a measure of the performance of the

underlying managers and the investment team’s selective

investment approach and management of the Portfolio.

PROGRESS IN THE YEAR

The Portfolio generated a local currency return of 4.8%

in the 12 months to 31 January 2026 (31 January 2025:

10.2%). A reconciliation of the performance can be found

in the Glossary on page 77.

EXAMPLES OF RELATED FACTORS THAT WE ASSESS

• Monitoring of the Portfolio performance

• Valuations provided by underlying managers

• Detailed analysis of the Top 30 Companies’

performance, EBITDA and revenue growth, leverage,

valuation multiples, performance against investment

thesis and exit prospects

• Overall EBITDA and revenue growth, leverage and

valuation multiples of the Portfolio as reported by

the underlying managers

LINK TO STRATEGIC OBJECTIVE

• Portfolio composition

NAV PER SHARE TOTAL RETURN

0.5%

4.2%

10.0%

1 YEAR

3 YEARS (P.A.)

5 YEARS (P.A.)

RATIONALE

NAV per Share Total Return is shown net of all costs

associated with running the Company and includes

the impact of any movement in foreign exchange on

valuations. As it includes all of the components of the

Company’s performance it reflects the attributable value

of a shareholder’s investment in ICG Enterprise Trust plc.

PROGRESS IN THE YEAR

The Company reported NAV per Share Total Return of

0.5% in the 12 months to 31 January 2026 (31 January

2025: 10.5%).

EXAMPLES OF RELATED FACTORS THAT WE ASSESS

• Performance relative to listed private equity peer group

• Portfolio performance

• Valuations provided by underlying managers

• Impact of foreign exchange on valuations

• Effect of financing (cash drag) on performance

• Accretive impact of any share buybacks

• Ongoing charges incurred, including management fees

and expenses

LINK TO STRATEGIC OBJECTIVE

• Portfolio composition

• Net gearing

SHARE PRICE TOTAL RETURN

17.3%

FTSE ALL-SHARE

INDEX TOTAL

RETURN

17.3%

13.1%

12.6%

1 YEAR

3 YEARS (P.A.)

5 YEARS (P.A.)

RATIONALE

Measures performance in the delivery of shareholder

value, after taking into account share price movements

(capital growth) and any dividends paid in the period.

The Share Price Total Return will differ from NAV per

Share Total Return depending on the movement in the

share price discount to NAV per Share.

PROGRESS IN THE YEAR

The Company’s share price increased to 1,534p.

Together with dividends of 37p paid in the year, we

generated a Share Price Total Return of 17.3% in the

12 months to 31 January 2026 (31 January 2025:

12.5%). The FTSE All-Share Total Return was 21.1%

over the same period (31 January 2025: 17.1%).

EXAMPLES OF RELATED FACTORS THAT WE ASSESS

• Performance relative to the wider public markets

and in particular the FTSE All-Share Total Return

• Performance relative to the listed private equity

peer group

• Level of discount in absolute terms and relative to the

listed private equity peer group

• Trading liquidity and demand for the Company’s shares

in conjunction with marketing activity

LINK TO STRATEGIC OBJECTIVE

• Portfolio composition

• Net gearing

• Progressive dividend policy and share buyback

programmes

RATIONALE

RISK MANAGEMENT

The execution of the Company’s investment strategy

is subject to risk and uncertainty. The Board and

Manager have a comprehensive risk assessment

process, regularly re-evaluating the impact and

probability of each risk materialising and the

financial or strategic impact of the risk.

RISK APPETITE

The Board acknowledges and recognises that in the

normal course of business the Company is exposed

to risk and that it is willing to accept a certain level

of risk in managing the business to achieve its

targeted returns.

As part of its risk management framework, the

Board considers its risk appetite in relation to each

of the identified principal risks and monitors this on

an ongoing basis. 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.

HOW WE MANAGE RISK: P30

PRINCIPAL RISKS AND UNCERTAINTIES: P32

KEY PERFORMANCE INDICATORS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

21.1%

13.0%

12.6%

Underlying portfolio

companies performing well

10%

LTM REVENUE GROWTH

£1,353m

PORTFOLIO VALUE AS AT 31 JANUARY 2026

“Our portfolio companies

recorded 13%

EBITDA

growth during the year.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

MANAGER’S REVIEW

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1 Based on Enlarged Perimeter.

WHY PRIVATE EQUITY

Every day the lives of those living and working in the US

and Western Europe are touched by companies owned

by private equity: retailers, payments processors, home

security, pet food, health services – the list is long. What

typically unites these companies is that they are profitable

and cash generative. These companies are actively

managed by their shareholders, with management teams

heavily incentivised to generate returns. Increasingly,

companies with these characteristics are choosing to grow

under private equity ownership and to stay private for

longer. Within that, ICGT focuses on a subset of those

companies that we expect will generate resilient growth.

As more companies are owned by private equity, we

believe it is a structurally attractive allocation within

an investment portfolio, with a track record of attractive

returns, and significant opportunity to continue

that trajectory.

A share in ICGT gives you access to a unique portfolio

of private companies.

OUR INVESTMENT STRATEGY

Within developed markets, we focus on investing

in buyouts of profitable, cash-generative businesses

that exhibit resilient growth characteristics,

which we believe will generate strong long-term

compounding returns across economic cycles.

We take an active approach to Portfolio construction,

with a flexible mandate that enables us to deploy

capital in Primary, Secondary and Direct Investments.

Geographically, we focus on the developed markets

of North America and Europe which have deep and

mature private equity markets.

Medium-term

target

Five-year

average

31 January 2026

1. Target Portfolio composition

Investment category

Primary

~40-50% 53% 52%

Direct

~30-35% 30% 34%

Secondary

~25-30% 17% 14%

Geography

North America

~50% 45% 48%

Europe

~50% 49% 47%

Other —

6% 5%

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

2 As a percentage of Portfolio.

ICG Enterprise Trust benefits from access to ICG-managed funds and Direct Investments, which

represented 29% of the Portfolio value at period end and generated a 6.9% return on a Local

Currency Basis.

MANAGER’S REVIEW CONTINUED

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

POST PERIOD-END: VOLATILITY IN PUBLIC MARKET SOFTWARE COMPANIES

“Our software investments are a

good example of our disciplined

investment strategy. We have been

increasingly selective, focusing

on mission-critical companies.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

Looking ahead, we believe a number of our software

companies are well-positioned to benefit from AI,

particularly those with deterministic products and

deep domain expertise.

The average EV/EBITDA multiple of our software

investments at year-end was 21.6x. By comparison

the S&P 500 Software Industry Index stood at 27x

at the start of 2026.

As public market movements feed through to private

valuations over the coming quarters, we believe

ICGT’s limited exposure, the quality of the existing

software companies and our disciplined approach

should continue to support portfolio resilience.

12%

SOFTWARE EXPOSURE IN ICGT PORTFOLIO

Post period-end, public market software companies

experienced increased share price volatility amid

concerns over the impact of Artificial Intelligence

(‘AI’) on the sector.

The investment team’s view is that, in general, software

companies can be very attractive investments. Business

models are characterised by high margins, sticky

recurring revenues, low capital intensity and structural

growth driven by digitalisation. The understandably

strong investor appetite drove software valuations to

become elevated and, in our view, unsupportable. Over

the past six years, ICGT has taken a disciplined approach

to software investing, declining opportunities in several

high-quality companies where valuations were

considered unsustainable.

As a result, ICGT’s software exposure is 12%, which

we believe is below the private market average. This

exposure is focused on mission-critical businesses in

areas such as accounting, payroll and compliance, which

we consider resilient and, in every case, we only invested

after stress-testing the impact of reduced exit valuations.

We discussed this further during

our 2026 Shareholder Seminar:

icg-enterprise.co.uk/cmd

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

From Commitment to Growth

Integrum is a US-based manager focused on high-

quality, resilient companies in less cyclical sectors

within financial services, such as insurance

brokerage, wealth management and payments.

The senior leadership team has substantial

investment, operating and advisory experience.

It also has a similar investment strategy to ICG

Enterprise Trust, investing in market-leading

companies with resilient business models,

high net retention and strong organic growth.

ICG Enterprise Trust committed $18m to

Integrum II in FY26, having committed $10m

to Integrum I in FY23.

“Integrum’s strategy aligns with

ICGT’s. Fund I is performing well;

and it is a manager that offers

co-investment opportunities –

all hallmarks of what we look

for in an investment partner.”

COLM WALSH

MANAGING DIRECTOR

From Investment to Realisation

Minimax is one of the leading global providers of fire

protection systems and services.

It is a company with a leading market position, with a

number of resilient growth attributes and high barriers

for new entrants. It has structural growth drivers,

underpinned by its mission-critical products and high

levels of recurring revenue.

ICGT originally invested in Minimax in July 2018

alongside funds managed by ICG. ICGT benefits from

ICG’s strong institutional knowledge of the company,

as ICG funds first invested in Minimax in 2006, and

has built a detailed understanding of the company

and a strong relationship with the management team.

“Minimax was ICGT’s largest

company exposure at 31 January

2025. We were pleased to

announce £49m cash proceeds

and reinvested £8m to continue

to benefit from the next stage

of its growth.”

LIZA LEE MARCHAL

MANAGING DIRECTOR

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Find out more at:

icg-enterprise.co.uk

Find out more at:

icg-enterprise.co.uk

FY23

FY26

$18m

COMMITMENT TO

INTEGRUM II

FY19

£17m

INVESTMENT

FY26

£49m

CASH PROCEEDS

(OF WHICH £8M REINVESTED)

$10m

COMMITMENT TO

INTEGRUM I

Performance overview

At 31 January 2026, our Portfolio was valued at £1,353m, and the Portfolio Return on a Local Currency

Basis for the financial year was 4.8% (FY25: 10.2%).

Due to the geographic diversification of our Portfolio, the reported value is impacted by changes in foreign

exchange rates. During the period, FX movements affected the Portfolio negatively by £55m, driven by

sterling’s 10.4% appreciation against the US dollar in the year. In sterling terms, Portfolio growth during

the period was 1.2%.

The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return

of 0.5% during FY26, ending the period with a NAV per Share of 2,045p.

Movement in the Portfolio

12 months to

31 January 2026

£m

12 months to

31 January 2025

£m

Opening Portfolio

1,523 1,349

Total New Investments

194 181

Total Proceeds

(382) (151)

Portfolio net cash flow

(188) 30

Valuation movement

73 138

Currency movement

(55) 6

Closing Portfolio

1,353 1,523

1 Refer to the Glossary.

2 93% of the Portfolio valuations are dated 31 December 2025 or later (FY25: 97%).

NAV per Share Total Return

12 months to

31 January 2026

12 months to

31 January 2025

% Portfolio growth (local currency)

4.8% 10.2%

% Currency movement

(3.6) % 0.4%

% Portfolio growth (sterling)

1.2% 10.6%

Impact of gearing

0.2% 0.7%

Management fee

(1.2) % (1.3) %

Finance costs and other expenses

(0.5) % (0.6) %

Co-investment Incentive Scheme Accrual

(0.1) % (0.7) %

Impact of share buybacks

1.1% 1.8%

NAV per Share Total Return

0.5% 10.5%

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

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

FY26 realisation activity

of Top 30 Companies

Feb 2025 Jan 2026

MANAGER – ICG

Supplier of fire protection

systems and services

£49m

MANAGER – PAI

Operator of premium campsites

and holiday parks

£19m

MANAGER – ICG

Provider of software focused

on virtual data rooms

£23m

MANAGER – TDR

Operator of premium

health clubs

£20m

MANAGER – TJC

Developer of mobile

communications datalinks

£8m

MANAGER – PAI

Manufacturer and distributor

of ice cream products

£38m

Apr Aug Sep OctJul

MANAGER – ICG

Provider of private

tertiary education

£19m

Jan

Executing our investment strategy

COMMITMENTS

Our structure and investment mandate enable us to commit through the cycle, maintaining vintage

diversification for our Portfolio and sowing the seeds for future growth.

During the year we made 11 new Fund Commitments totalling £201m, including £88m to funds managed

by ICG plc, as detailed below:

Fund Manager

Commitment during the period

Local currency £m

ICG LP Secondaries Fund II ICG $90.0m 67.3

ICG Europe IX ICG €25.0m 20.9

Advent GPE XI Advent €20.0m 17.1

TH Lee X THL $20.0m 15.8

Hg Saturn IV Hg $20.0m 15.4

Green Equity Investor X Leonard Green $20.0m 14.8

Integrum II Integrum $18.0m 13.8

GHO Capital IV GHO €15.0m 12.4

New Mountain Strategic Equity II New Mountain $15.0m 11.0

Hg Genesis XI Hg €10.0m 8.7

Stone Point - Trident X Stone Point $5.0m 3.7

At 31 January 2026, ICG Enterprise Trust had outstanding Undrawn Commitments of £635.3m. Total

Undrawn Commitments at 31 January 2026 comprised £470.5m of Undrawn Commitments to funds

within their Investment Period, and a further £164.8m were to funds outside their Investment Period.

Movement in Outstanding Commitments

Year to

31 January 2026

£m

Undrawn Commitments as at 1 February 2025

553.2

New Fund Commitments

201.0

New Commitments relating to Direct Investments

79.5

Total New Investments

(193.7)

Currency and other movements

(4.7)

Undrawn Commitments as at 31 January 2026

635.3

31 January 2026

£m

31 January 2025

£m

Undrawn Commitments: funds in Investment Period 470.5 419.1

Undrawn Commitments: funds outside Investment Period 164.8 134.1

Total Undrawn Commitments 635.3 553.2

Total available liquidity (including debt facility) (227.1) (124.6)

Overcommitment net of total available liquidity 408.2 428.6

Overcommitment % of Net Asset Value 32.1% 31.1%

Commitments are made in the funds’ underlying currencies. The currency split of the Undrawn

Commitments at 31 January 2026 was as follows:

31 January 2026 31 January 2025

Undrawn Commitments £m £m

US dollar

381.6 310.3

Euro

229.1 213.1

Sterling

24.6 29.8

Total

635.3 553.2

INVESTMENTS

Total New Investments were £194m during the period, of which 32% (£62m) were alongside ICG.

New investments by category are detailed in the table below:

Investment category

Cost

£m

% of New

investments

Primary

84.3

43.4%

Direct

69.2

35.6%

Secondary

40.7

21.0%

Total

194.2

100.0%

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

FY26

£62m

NET CASH PROCEEDS

1.6x

MULTIPLE OF COST

“This is the fourth time in the last

five years that ICGT has executed a

secondary sale, as part of our active

approach to managing our Portfolio

and our focus on maximising

shareholder returns.

This sale allows ICGT to take advantage

of a strong pricing environment and

enables us to redeploy this capital into

opportunities that we believe will

generate additional long-term value

for our shareholders.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY

FUND INVESTMENTS

SECONDARY SALE

During the year, ICGT sold eight mature

Primary Fund investments, which generated

£62m of net cash proceeds. The sale was

executed at a 5.5% discount, and crystallised

a return of 1.6× invested cost (15% IRR).

15%

IRR

5.5%

DISCOUNT

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

Investment Description Manager Country Cost £m

Project Domino Diversified secondaries portfolio ICG Multiple 18.7

Dayforce Provider of human capital management

solutions

Thoma

Bravo

United States 11.2

Global Market Foods Speciality distributor of international foods Audax United States 10.9

Headlands Research Operator of a network of clinical trial sites TH Lee United States 9.1

Minimax Supplier of fire protection systems and services ICG Germany 8.3

Total of top 5 largest underlying new investments 58.1

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

Occasionally ICGT simultaneously has both a realisation from and an investment into the same company in the same period. This typically occurs

when an underlying fund sells a company that is purchased by another fund within ICGT’s portfolio. During FY26 shareholders will note that

Minimax appears both in the top 5 realisations and top 5 new investments, which is a result of this situation.

GROWTH

The Portfolio grew by £73m (+4.8%) on a Local Currency Basis in the 12 months to 31 January 2026, driven

by realised gains and supported by earnings growth on a weighted-average basis across the Enlarged

Perimeter of 13%.

No single movement at the level of an individual fund or direct investment had a positive or negative impact

of greater than 0.5% on the overall Portfolio valuation.

Growth across the Portfolio was split as follows:

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

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

The growth in the Portfolio is underpinned by the performance of our portfolio companies, which delivered

robust financial performance during the period:

Portfolio metrics

Top 30

Enlarged

Perimeter

Portfolio coverage 37% 70%

Last Twelve Months ('LTM') revenue growth 10% 10%

LTM EBITDA growth 14% 13%

Net Debt / EBITDA 4.7x 4.8x

Enterprise Value / EBITDA 15.9x 15.7x

1 Values are weighted averages for the respective Portfolio segment; Enlarged Perimeter represents the aggregate value of the Top 30

Companies and a representative sample of Primary Funds. See Glossary for definition.

QUOTED COMPANY EXPOSURE

We do not actively invest in publicly quoted companies but gain listed investment exposure when IPOs are

used as a route to exit an investment. In these cases, exit timing typically lies with the manager with whom

we have invested.

At 31 January 2026, ICG Enterprise Trust’s exposure to quoted companies was valued at £52.4m, equivalent

to 3.9% of the Portfolio value (31 January 2025: 4.8%). Across the Portfolio, quoted positions resulted

in a £20.7m decrease in Portfolio NAV during the period. This negatively impacted the Portfolio Return

on a Local Currency Basis by approximately 1.4%. The share price of our largest listed exposure, Chewy,

decreased by 25% in local currency (USD) during the period.

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

of the Portfolio value:

Company Ticker

31 January 2026

% of Portfolio value

Chewy CHWY-US

1.2%

Other companies

2.7%

Total

3.9%

REALISATIONS

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

Realisation activity during the period included 49 Full Exits generating proceeds of £196m. These were

completed at a weighted average Uplift to Carrying Value of 11.2% and represent a weighted average

Multiple to Cost of 3.0x for those investments.

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

Investment Description Manager Country Proceeds £m

Minimax Supplier of fire protection systems and services ICG Germany 48.8

Froneri Manufacturer and distributor of ice cream products PAI United Kingdom 38.1

Datasite Global

Corporation

Provider of SaaS software focused on virtual

data rooms

ICG United States 22.5

PSB Academy Provider of private tertiary education ICG Singapore 19.2

European

Camping Group

Operator of premium campsites and holiday parks PAI France 18.8

Total of 5 largest underlying realisations

147.4

ICG PRIVATE EQUITY FUNDS INVESTMENTS TEAM

6 May 2026

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Activity since the period end

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

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

• Total New Investments of £17m

• Total Proceeds of £27m

From 1 February 2026 up to and including 30 April 2026, 942,647 shares for £13.7m were bought back

at a weighted-average discount to NAV of 29.9%.

“Diligent capital

management enables

the implementation of

our capital allocation

policy across cycles.”

ALTERNATIVE PERFORMANCE MEASURES

The Board and the Manager monitor the financial performance of the

Company on the basis of Alternative Performance Measures (‘APM’),

which are non-UK-adopted IAS measures. The APM predominantly

form the basis of the financial measures discussed in this review, which

the Board believes assists shareholders in assessing their investment

and the delivery of the investment strategy.

The Company holds certain investments in subsidiary entities.

The substantive difference between APM and UK-IAS is the treatment

of the assets and liabilities of these subsidiaries. The APM basis ‘looks

through’ these subsidiaries to the underlying assets and liabilities they

hold, and it reports the investments as the Portfolio APM, gross of

the liability in respect of the Co-investment Incentive Scheme. Under

UK-IAS, the Company and its subsidiaries are reported separately.

The assets and liabilities of the subsidiaries, which include the liability

in respect of the Co-investment Incentive Scheme, are presented

on the face of the UK-IAS balance sheet as a single carrying value.

The same is true for the UK-IAS and APM basis of the cash flow statement.

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

Investments 1,309 1,470

NAV 1,273 1,332

Cash flows from the sale of Portfolio

Investments 60 20

Cash flows related to the purchase of

Portfolio Investments 51 34

APM

31 January 2026

£m

31 January 2025

£m

Portfolio 1,353 1,523

Realisation Proceeds 316 151

Total Proceeds 382 151

Total New Investments 194 181

UK-IAS

31 January 2026

£m

31 January 2025

£m

The Glossary includes definitions for all APM and, where appropriate,

a reconciliation between APM and UK-IAS.

BALANCE SHEET AND LIQUIDITY

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

The Company had net debt of £33m and at 31 January 2026, the

Portfolio represented 106% of net assets (31 January 2025: 114%).

£m % of net assets

Portfolio

1,352.9 106.3%

Cash

33.8 2.7%

Drawn debt

(66.6) (5.2) %

Co-investment Incentive Scheme Accrual (44.4) (3.5) %

Other net current liabilities

(3.2) (0.3) %

Net assets

1,272.6

100.0%

Our policy is to be fully invested through the cycle, while ensuring

that we have sufficient financial resources to be able to meet existing

obligations and take advantage of attractive investment opportunities

as they arise.

The Company utilises a €300m (£260m) credit facility to enhance

balance sheet flexibility. During the year the credit facility was

extended by one year and matures in May 2029.

At 31 January 2026, ICG Enterprise Trust had a cash balance

of £33.8m (31 January 2025: £3.9m) and total available liquidity

of £227.1m (31 January 2025: £124.6m).

£m

Cash at 31 January 2025

3.9

Total Proceeds

382.3

New investments

(194.2)

Debt repaid

(73.6)

Dividends and buybacks

(51.3)

Management fees

(16.2)

FX and other expenses

(17.1)

Cash at 31 January 2026

33.8

Available undrawn debt facilities

193.3

Total available liquidity

227.1

FINANCE REVIEW

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

ANDREW WOLFE

FINANCE DIRECTOR

DIVIDEND AND SHARE BUYBACK

ICG Enterprise Trust has a progressive dividend policy alongside two share buyback programmes

to return capital to shareholders. In total ICGT returned £51m to shareholders in FY26 through dividends

and buybacks.

DIVIDENDS

The Board has proposed a dividend of 12p per share in respect of the fourth quarter, taking total

dividends for the year to 39p (FY25: 36p). This is the 13

consecutive year in which ordinary dividend

per share increased.

SHARE BUYBACKS

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

Long-term Opportunistic Total

FY26

Since

inception

FY26

Since

inception

FY26

Since

inception

Number of shares purchased 1,007,501 3,754,189 1,031,221 2,523,396 2,038,722 6,277,585

% of opening shares since buyback

started 3.0% 9.2%

Capital returned to shareholders

through buybacks £13.9m £46.4m £13.9m £32.2m £27.8m £78.6m

Number of days shares have been

acquired 82 264 12 23 94 287

Weighted average discount to last

reported NAV 31.7% 36.5% 32.8% 34.8% 32.3% 35.8%

NAV per Share accretion (p) 21.5 72.6

NAV per Share accretion (% of NAV) 1.1% 3.7%

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

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

3 Based on date of settlement.

Note: aggregate consideration excludes commission, PTM and SDRT.

The Board believes the long-term buyback programme demonstrates the Manager’s discipline around

capital allocation; underlines the Board’s confidence in the long-term prospects of the Company, its cash

flows and NAV; will enhance the NAV per Share; and, over time, may positively influence the volatility

of the Company’s discount and its trading liquidity. The Board reconfirms the long-term share buyback

programme is intended to operate at any discount to NAV.

The opportunistic buyback programme is intended to enable us to take advantage of attractive trading

levels when we have the ability to purchase a meaningful number of shares. The size of the opportunistic

buyback programme will be subject to a number of considerations, including the availability of shares and

our cash flow experience and expectations.

The Board has renewed both long-term and opportunistic buyback programmes for FY27, with the

opportunistic buyback sized at up to £25m.

FOREIGN EXCHANGE RATES

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

Average

rate for

FY26

Average

rate for

FY25

31 January 2026

year end

31 January 2025

year end

GBP:EUR

1.1640 1.1838 1.1549 1.1960

GBP:USD

1.3288 1.2751 1.3687 1.2396

EUR:USD

1.1422 1.0772 1.1852 1.0363

NAV PER SHARE MOVEMENT IN 12 MONTHS TO 31 JANUARY 2026

2,072.9p

113.5p

(85.7)p

(37.0)p

(25.0)p

(15.5)p

21.5p

2,044.6p

January

2025

FV change

Portfolio FX

Dividends

Management

fees

Other P&L

Buybacks

January

2026

2,000.0p

2,025.0p

2,050.0p

2,075.0p

2,100.0p

2,125.0p

2,150.0p

2,175.0p

2,200.0p

FINANCE REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

NAV per Share

ICGT’s Portfolio recorded a +4.8% valuation gain on a local currency basis, driven by realised gains

and the strength of the earnings growth from the underlying portfolio companies.

This underlying performance was largely offset by one of the largest 12-month appreciations

of GBP vs USD in a decade. We note that over the last five and ten years the FX impact has been

broadly neutral.

Fees and expenses detracted 0.6% to NAV per Share, whilst the impact of share buybacks added

21.5p. Dividends of 37p were paid out to shareholders during the year, which is shown as a detractor

in this graph but dividends add to shareholder returns and this is reflected in NAV per Share Total

Return figures.

Engaging with

our stakeholders

The Board is committed to understanding and

taking into account the interests of our stakeholders

in Board discussions and deliberations, decision-

making and reporting, acknowledging that these

views may at times diverge.

Section 172 of the Companies Act 2006 requires

directors to act in a way that they consider, in good

faith, to promote the success of the Company for

the benefit of its members as a whole.

OUR SHAREHOLDERS OUR MANAGER OUR INVESTEE ENTITIES OUR COMMUNITY AND ENVIRONMENT OUR LENDERS OTHER SERVICE PROVIDERS

Continuing our share buyback programmes

“Our share buyback programmes

have continued to create value for

shareholders, complementing our

progressive dividend policy and the

sustained growth of our investment

programme.”

JANE TUFNELL

CHAIR

STAKEHOLDER INTERESTS

Our buyback programmes form an integral part of the

Company’s capital-allocation framework, requiring

the Board to balance capital deployment between

maintaining a progressive dividend, new investments

and share repurchases. Decisions are taken with close

consideration of these competing priorities to support

long-term value creation and retaining capacity for

future investment and support for investee companies.

THE BOARD’S STAKEHOLDER CONSIDERATIONS

During the year, the long-term buyback programme was

reviewed and approved, given our previous commitment

to use it at any discount to NAV. The Board continues to

believe the shareholder benefits of lower volatility and

enhanced liquidity will generate long-term demand for

our shares.

The opportunistic buyback programme was evaluated with

similar considerations in mind. The Board assessed the

value of preserving capital for deployment by the Manager

into investee companies, alongside the importance of

maintaining a through-cycle investment approach. These

considerations were weighed against the discount at which

the shares traded and the immediate value available to

shareholders through repurchases at that level.

OUTCOME

We have continued our long-term buyback programme

and have renewed our opportunistic buyback programme

for FY27 at up to a value of £25m.

Having reviewed the impact of our buyback programmes

across a number of qualitative and quantitative metrics,

we discussed the investment programme with the

Manager. In light of the prevailing discount, the Board

determined that a renewal of the buyback programmes

was in the best long-term interests of our stakeholders.

“Individual shareholders make up a

significant part of the Company’s

shareholder base, and the Board is

committed to providing clear, accessible

and timely information to strengthen

engagement and transparency.”

DAVID WARNOCK

SENIOR INDEPENDENT DIRECTOR

STAKEHOLDER INTERESTS

Individual shareholders have a strong interest in the

Company’s investment strategy, performance and

capital allocation, and expect clear transparency around

voting rights. Effective engagement builds confidence,

supports share liquidity and promotes equitable

treatment across the shareholder base. The Board also

recognises that many individual investors hold their

shares through platforms and savings schemes, making

direct communication more challenging. Individual

shareholders remain a significant source of long-term

demand for the Company’s shares; accordingly, the Board

is focused on how best to engage with this audience.

To address this, the Board approved initiatives during the

year to enhance visibility and give individual shareholders

opportunities to engage directly with the Company.

THE BOARD’S STAKEHOLDER CONSIDERATIONS

The Board reviewed how best to strengthen

engagement with individual investors and concluded

that a combination of proactive communication and

strong regulatory transparency would be most effective.

It emphasised the need to present information in

accessible, individual-focused formats, including digital

channels and targeted events. The Board also recognised

the importance of maintaining an accurate beneficial

ownership register to safeguard shareholder rights and

therefore approved using the Section 793 process under

the Companies Act 2006 to identify underlying holders

and improve the quality of shareholder data.

OUTCOME

During the year, the Company carried out a large-scale

Section 793 exercise, issuing over 6,000 notices to

shareholders representing around 20% of the issued share

capital. We also engaged with the CT Savings Plans, which

represent around 31% of the Company’s issued share

capital. This significantly improved our understanding

of the shareholder register and provided greater visibility

of underlying individual holders. It also enhanced the

Company’s ability to communicate with them, including

through its monthly newsletter. The outreach resulted

in a more than 50% increase in newsletter subscribers.

The Board further expanded individual shareholder-

focused communication through webinars, podcasts

and participation in events such as the AIC Investment

Company Showcase, ensuring individual investors

received timely updates and educational content.

Shareholder feedback was positive, with many noting the

Company’s strong engagement relative to peers. Looking

ahead, the Board intends to build on this momentum by

exploring new individual outreach channels, increasing

interactivity in communications and further enhancing

digital content and distribution to improve accessibility.

STAKEHOLDER ENGAGEMENT

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Enhancing our engagement with individual shareholders

OUR SHAREHOLDERS

WHY THEY ARE A STAKEHOLDER

Shareholders’ interests are embedded in our purpose, which recognises that they should benefit from

the returns generated by the Company. As key stakeholders, serving their best interests remains a

priority for the Board.

The Board is mindful of the Company’s broad shareholder base and, when making decisions, considers

the interests of shareholders as a whole.

COMMUNICATING WITH SHAREHOLDERS

We engage with our shareholders across a

broad range of channels including webinars,

conferences, podcasts, newsletters, our website,

disclosures to the market, publication of

results factsheets and our Annual Report.

We also conduct General Meetings, roadshows

and in-person meetings with key shareholders

and potential shareholders.

OUR MANAGER

WHY THEY ARE A STAKEHOLDER

The Manager is responsible for overseeing shareholders’ capital, as well as supporting the Company

by providing a range of services. Our Manager works with the Board to enable the Company to benefit

from the ICG Group’s investment products, broad network and specialist expertise. The Manager is a

key stakeholder, critical to the success of the Company’s operations.

BOARD AND COMMITTEE MEETINGS

The Board welcomes employees of the Manager

to attend and present to the Board and its

Committee meetings. These structured and

formal engagements are supplemented by

regular calls, planning meetings and ad hoc

involvement and advice on ongoing matters.

HOW WE ENGAGE

The Board is committed to ensuring that investors

have a clear understanding of our investment

strategy and ongoing developments. We strive

to make our vision and performance transparent

and accessible through comprehensive public

disclosures and materials.

Other means of effective engagement during

the year include our structured programme

of presentations to existing and potential

shareholders of the annual, interim and quarterly

results, as well as our regular dialogue with

analysts. During the year, the Chair held

meetings with a number of major shareholders

to listen to their views and to provide insight

into the Company’s performance.

LOOKING AHEAD

The Board believes that the focus on clarity

and quality of shareholder communication has

been beneficial to the Company’s position in

the market and the Board will continue to build

on this over the coming year.

HOW WE ENGAGE

The Board’s oversight of the Manager is exercised

through a series of formal and informal meetings

during the year. The Management Engagement

Committee is responsible for formally monitoring

and evaluating the performance and remuneration

of the Manager. The Board engages with the

Manager at a range of levels. Key relationships

have been developed with the investment team, as

well as with the strategic business functions such

as Finance, Legal and Company Secretariat,

Shareholder Relations and Treasury. The Board’s

regular engagement and open dialogue across

these relationships have proven to be effective

and beneficial. For more information on the

Management Engagement Committee’s activities,

see page 42.

LOOKING AHEAD

Our Manager is regularly launching new

investment strategies and in the coming years,

the Board will carefully assess which of these

opportunities may be appropriate for the

Company to invest in.

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OUR INVESTEE ENTITIES

WHY THEY ARE A STAKEHOLDER

Our capital supports our portfolio companies with their growth ambitions. The Board carefully

reviews the Company’s investment strategy and provides the Manager with its views on the direction

of future investment opportunities that will benefit the investee entities, as well as generating returns

for the Company’s shareholders.

The Manager engages with the General Partners of our investee funds and Direct Investments.

The Board is also mindful of the impact of the investee entities’ operations on the environment

and community and requires the Manager to report on key metrics in this regard.

PROVIDING OVERSIGHT AND STRATEGIC DIRECTION

The Board provides oversight and strategic

direction for the Manager’s engagement with

the General Partners of our investee entities.

The Manager is committed to working with

General Partners who are closely engaged

with the investee companies, with an active

management style, including the promotion

of direct board representation of the General

Partners on the investee entity boards.

The Board is kept updated on the Manager’s

ongoing dialogue across the existing and

potential investee base, and views the strength

of the Manager’s relationships as fundamental

to the success of our current investments, as well

as to generating new investment opportunities.

OUR COMMUNITY AND ENVIRONMENT

WHY THEY ARE A STAKEHOLDER

The Board recognises its wider responsibilities to the community and the environment and

understands the important role that the Company plays as it invests its capital across the market.

REVIEWING PERFORMANCE AND REPORTING

The Company has a well-established approach

to sustainability in our investment approach

that is appropriately tailored to the nature

of the investment. See page 29 for more details.

Sustainability performance and reporting are

reviewed periodically – there is an ongoing

dialogue between the Company and the

Company’s stakeholders in this area.

HOW WE ENGAGE

The Manager has various levels of relationships

with the General Partners of the investment

funds and interactions are ongoing, including

formal sessions (e.g. dedicated investor days)

as well as through regular informal discussions.

Where the relationship is closer, discussions

are more frequent and detailed. Discussions

with General Partners focus on investment

performance, the pipeline of new opportunities

and ESG factors.

The Manager works with the General Partners

to ensure that there are robust governance and

reporting frameworks at the investee entity level.

The Manager understands that it is important

to the Board that we, as a Company, maintain

a reputation for a high standard of business

conduct and that this ethos flows through into

our investment portfolio.

LOOKING AHEAD

We maintain our focus on the Manager’s active

General Partner selection process to ensure

the Company invests shareholders’ capital in

the right opportunities.

The Manager will continue to engage with

the General Partners, working closely and

collaborating with their investee entities to set

appropriate targets and to ensure transparent

and effective reporting.

HOW WE ENGAGE

The Board acknowledges that responsible

investing is subject to increasing focus from

its shareholders, as well as greater regulatory

emphasis. The Board is therefore focused on

partnering with General Partners who share the

Company’s approach to responsible investing.

The Board recognises that the long-term

consequences of its decision-making and the

operations of the Company have a genuine

influence on the community and environment

in which the Company operates.

Beyond investment scrutiny, the Board is seeking

out opportunities to engage with its community

and environment stakeholders, including periodic

updates from the Manager about sustainability

matters in our portfolio.

LOOKING AHEAD

We are prepared for increasing sustainability

reporting requirements. The Board will

continue to monitor sustainability factors

and performance across the Portfolio.

STAKEHOLDER ENGAGEMENT CONTINUED

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OUR LENDERS

WHY THEY ARE A STAKEHOLDER

The Company’s liquidity facilities are important to the Company’s operations and its long-term

prospects. Maintaining excellent lender engagement and relationships helps the Board to secure

optimal facility terms.

BUILDING STRONG RELATIONSHIPS

The Board has emphasised to the Manager

the value in maintaining strong and resilient

relationships with our lenders, to facilitate

the Company’s long-term prospects.

OTHER SERVICE PROVIDERS

WHY THEY ARE A STAKEHOLDER

Our service providers support the Company to ensure that its operations run smoothly and to ensure

compliance with legal, regulatory and ethical obligations. Our service providers help the Company to

maintain our high business conduct standards.

ONGOING ENGAGEMENT

Key providers for the Company include

the Company’s auditors, brokers, fund

administration providers, the Depositary

and the Registrar.

The Manager holds regular engagement

meetings with each of these providers and

the Board has regular involvement in these

relationships as well.

HOW WE ENGAGE

The Manager acts as the main point of contact

with our lenders. The Manager, with direction

from the Board, focuses on ensuring a consistent

and open dialogue with our core relationship

banks, keeping the banks appraised of the

Company’s performance and banking needs.

LOOKING AHEAD

The Board and the Manager keep renewal and

extension options under constant review, as well

as any other market opportunities for liquidity.

HOW WE ENGAGE

The ICG Group manages service providers on

behalf of the Company and the Board oversees

this management through the Management

Engagement Committee. The Manager escalates

key matters to the Board and the Chairs of the

Board Committees. The Chair of the Audit

Committee meets with the auditors regularly

and has, on occasion, attended key relationship

meetings with our service providers.

LOOKING AHEAD

As the Company continues on its growth journey

and the regulatory landscape evolves, the Board

remains mindful of the Company’s changing

needs and the Company’s wider responsibilities

to the community and environment as it takes

decisions in relation to service provider

relationships. The Board will continue to assess

the commercial arrangements with the service

providers to ensure the provision of high-quality

services for an appropriate price.

STAKEHOLDER ENGAGEMENT CONTINUED

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Leveraging the expertise and reach of ICG,

a leading global alternative asset manager

THE INVESTMENT COMMITTEE

The Investment Committee is responsible for

the approval of all new investments and the

overall management of the Portfolio, including

any secondary sales.

The Committee includes senior members of the

investment team, ensuring a broad perspective

on the private equity landscape and relative

value and risk.

THE INVESTMENT TEAM

The Investment Committee is further

supported by the wider investment team

of four professionals within ICG, who have

a strong combination of direct and fund

investment experience.

SEE PAGE 27

LEVERAGING THE SUPPORT

OF OUR MANAGER, ICG PLC

The Company benefits from the breadth

of skills and experience of the Manager in

supporting its activities and overseeing its

third-party providers.

SEE PAGE 27

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUNDS INVESTMENT

EXPERIENCE

Oliver has overall responsibility for the execution

of the Company’s investment strategy. He brings

his extensive 25+ years’ experience across the

private equity market from his prior role as

Partner and member of the global investment

committee at Pomona Capital, and Partner and

investment committee member at Adams Street,

Rothschild/Five Arrows Capital and J.H. Whitney

& Co to the Investment Committee.

AREAS OF EXPERTISE

• Direct, secondary and fund investor

• M&A activities

• Committee and team leadership

PRIMARY RESPONSIBILITY

Overall responsibility for the execution

of the Company’s investment strategy.

COLM WALSH

MANAGING DIRECTOR

EXPERIENCE

Colm brings experience of both fund and direct

investments in Europe and the US to the Investment

Committee. He has a broad range of relationships

with managers and investors in private equity which

help provide insights on new opportunities. With 20

years’ private equity experience, he previously

worked at Terra Firma in its finance and structuring

team and at Deloitte where his clients included a

number of private equity firms.

AREAS OF EXPERTISE

• Fund and direct investments

• Finance and structuring

• Fellow Chartered Accountant

PRIMARY RESPONSIBILITY

Building relationships with managers and

investors, to provide insights on new opportunities.

LIZA LEE MARCHAL

MANAGING DIRECTOR

EXPERIENCE

Liza brings experience of both fund and direct

investments in Europe and Asia Pacific from her

prior role at GIC to the Investment Committee.

She has 19 years’ private equity experience and,

prior to GIC, worked in the private equity

division of Henderson Global Investors and

started her career in the corporate finance group

at PricewaterhouseCoopers.

AREAS OF EXPERTISE

• Fund and direct investments

• Corporate finance

• Private equity

PRIMARY RESPONSIBILITY

Building relationships with managers and

investors, to provide insights on new opportunities.

OUR EXPERT PEOPLE

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THE INVESTMENT COMMITTEE

25+

years’ experience

20+

years’ experience

19+

years’ experience

LILI JONES

PRINCIPAL

Lili joined the team in 2019 from Ares

Management where she worked in the

Direct Lending Investment team on a range of

private equity-backed transactions. Prior to this,

she spent five years in the Corporate Finance

Debt Advisory and Restructuring businesses at

Deloitte. Lili is a Chartered Accountant and a

graduate from Warwick University with a degree

in MORSE (Maths, Operational Research,

Statistics and Economics).

BRETT DAVIDSON

ANALYST

Brett joined the team in 2024 and focuses on

North American buyout investments including

primary, secondary and co-investment

opportunities. Prior to this, Brett spent two years

at Cambridge Associates, where he conducted

due diligence and advised institutional clients on

private investments.

JOSIE FAIR

VICE PRESIDENT

Josie joined the team in 2022 and focuses on

North American buyout investments, including

the evaluation, due diligence and monitoring of

partnerships and direct investments. Prior to this,

Josie spent five years at J.P. Morgan in New York,

where she was responsible for sourcing, conducting

due diligence and executing private equity, private

credit and real estate fund opportunities.

KATYA KHAZANEH

ANALYST

Katya joined the team in 2024 and focuses on

European buyout investments including primary,

secondary and co-investment opportunities.

Prior to this, Katya spent two years in the

Corporate Finance Healthcare M&A Lead

Advisory team at Deloitte. Katya is a Chartered

Financial Analyst and a graduate from UCL

with a degree in Biomedical Sciences.

RYAN LEVITT

MANAGING DIRECTOR

Ryan brings his extensive experience in

Secondaries investments, and is Co-Head,

LP Secondaries and a member of the LP

Secondaries investment committee.

VIVIEN BLOSSIER

MANAGING DIRECTOR

Vivien brings his extensive experience in

Secondaries investments, and is responsible

for building out ICG’s presence in private

equity funds investments in Europe. He is a

member of the LP Secondaries investment

committee.

ANDREW WOLFE

FINANCE DIRECTOR, ICG

MARTIN LI

SHAREHOLDER RELATIONS,

ICG

ANDREW LEWIS

GENERAL COUNSEL AND

COMPANY SECRETARY, ICG

CHRIS HUNT

HEAD OF CORPORATE

DEVELOPMENT AND

SHAREHOLDER RELATIONS,

ICG

OUR EXPERT PEOPLE CONTINUED

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

12+

years’ experience

10+

years’ experience

20+

years’ experience

17+

years’ experience

THE INVESTMENT TEAM SPECIALIST LP SECONDARIES SUPPORT ICGT OPERATIONAL SUPPORT

FUNCTIONAL SPECIALISTS

Specific technical expertise, including Finance,

Operations, Legal and Company Secretarial,

support the Company’s day-to-day activities.

View more about the operational support team:

icg-enterprise.co.uk

1 ICG staff fully dedicated to ICGT.

Our Manager’s approach

to responsible business

Creating the right environment

for our people to thrive

The culture of the dedicated investment team

managing ICG Enterprise Trust’s assets centres

around long-term relationships with a wide range

of stakeholders and demonstrating integrity,

diversity and collaboration.

BOARD OVERSIGHT

The Board of ICG Enterprise Trust reviews

and monitors the Manager’s corporate culture

through our regular interaction and discussions

with the Manager, and the Management

Engagement Committee undertakes a formal

review annually.

CULTURE AND INCLUSION

The Manager promotes an inclusive environment

where everyone is motivated to contribute fully,

feeling recognised and included regardless of

age, gender, race, sexual orientation, disability,

religion or beliefs.

DEVELOPING TALENT

The Manager emphasises the importance

of training and development to attract and

retain talent. The Manager aims to develop

and enhance skills, boost technical

competence and nurture talent through the

use of a performance management system,

a mentoring programme, career coaching

provision and tailored training opportunities.

CULTURE AND SUSTAINABILITY

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THE BOARD’S OVERSIGHT OF THE MANAGER ENCOMPASSES THEIR CULTURE AND THEIR APPROACH TO A RESPONSIBLE INVESTMENT STRATEGY

Our Manager’s

culture and values

Performance

for our clients

Entrepreneurialism

and innovation

Ambition

and focus

Taking responsibility

and managing risk

Working

collaboratively,

inclusively

and acting

with integrity

Deal screening and pre-investment

• Exclusion List

• Pre-investment sustainability assessment (including climate risk assessment)

• Reputational risk screening using a third-party platform

• Third-party funds sustainability questionnaire

• Discussions with underlying manager

• Diligence findings included in all investment proposals

Portfolio monitoring

• Sustainability performance embedded in monitoring process

• Reputational risk monitoring using a third-party platform

• Regular dialogue with managers

• Underlying manager’s sustainability reporting

• Training for investment team

We have a well-established pre-investment

sustainability assessment and diligence process

for all new fund investments and Direct

Investments. Our approach to considering

sustainability factors throughout the investment

process and during the period in which the fund

is invested depends on the type of investment

we make.

We have a greater ability to assess

sustainability considerations in our Direct

Investments given that we have clearer

visibility of the underlying companies when

making an investment decision. We operate

an Exclusion List to ensure we do not make

Direct Investments in companies considered

incompatible with our corporate values and use

a comprehensive pre-investment sustainability

assessment for all Direct Investments.

For Primary Fund investments, we assess the

underlying manager’s approach to sustainability

matters, including whether it has its own

responsible investing policy and Exclusion List,

We also consider whether the underlying

manager’s approach aligns with ICG’s

Responsible Investing Policy. As we do not

directly influence an underlying manager’s

portfolio construction, we seek to partner

with underlying managers who share a similar

approach to investing.

For Secondary Investments, as well as

assessing the underlying manager’s approach

to sustainability matters, we also assess each

underlying investee company and ensure, to

the extent possible, the Enterprise Trust does

not invest in businesses on ICG’s Exclusion List.

We screen the largest investee companies in a

secondary transaction using a third-party risk

platform, which uses, on a daily basis, over

100,000 public sources to identify any company

associated with sustainability risk incidents.

All the underlying managers we work with have a

sustainability policy and sustainability monitoring

in place.

Sustainability performance is integral to

our monitoring process for funds and Direct

Investments.

For Primary Funds and Secondary Investments,

we track various sustainability metrics, including

the underlying manager’s adherence to

international sustainability standards. A strong

relationship with the underlying manager enables

active engagement to identify and mitigate

potential sustainability risks.

The ICG Enterprise Trust investment team

undergoes formal sustainability training, equipped

with skills and tools for identifying and monitoring

sustainability issues.

CULTURE AND SUSTAINABILITY CONTINUED

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ACROSS ALL MANAGERS WE MADE COMMITMENTS TO IN FY26

100%

OPERATE A SUSTAINABILITY POLICY

100%

HAVE A SUSTAINABILITY MONITORING

PROCESS IN PLACE

Go online to find out more about how sustainability considerations

have been integrated into ICG’s investment process.

icg-enterprise.co.uk

REGULATORY SUSTAINABILITY

DISCLOSURES

As Manager of ICG Enterprise Trust, ICG

Alternative Investment Limited has prepared:

• A Task Force on Climate-related Financial

Disclosures (‘TCFD’) product report for

ICG Enterprise Trust in accordance with

ESG 2.3.5 of the Financial Conduct

Authority (‘FCA’) handbook

• Disclosures under the FCA’s

Sustainability Disclosure requirement

OUR APPROACH TO SUSTAINABILITY INTEGRATION

For more information on ICG’s approach

to responsible investing & sustainability,

read our FY26 Sustainability and People Report.

icgam.com/spr

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.

HOW WE MANAGE RISK

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CORPORATE GOVERNANCE STATEMENT: P40

OLIVER GARDEY

HEAD OF PRIVATE

EQUITY FUND

INVESTMENTS

JANE TUFNELL

CHAIR

ALASTAIR BRUCE

AUDIT COMMITTEE CHAIR

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.

BOARD OF DIRECTORS

Responsible for risk management leadership

AUDIT COMMITTEE

Reviews and monitors the risk management process

THE MANAGER

Responsible for risk reporting and running the controls assurance programmes overseen by the Manager’s Risk Committee

PROVIDES REGULAR REPORTING

GUIDES AND PROVIDES COUNSEL

“Strategic risk management in private equity drives opportunity and value.”

“Consistent review and vigilant monitoring of the risk management process are the

cornerstones of informed decision-making and sustainable growth in private equity.”

“Transparent and prompt risk reporting promotes accountability,

builds stakeholder trust and supports effective strategic decision-making.”

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 32 to 34.

OTHER RISKS

Other risks, including reputational risk, are actively

managed and mitigated as part of the wider risk

management framework of the Company and

the Manager.

EMERGING RISKS

Emerging risks are considered by the Board and are

regularly assessed to identify any potential impact

on the Company and to determine whether any

actions are required. Emerging risks often arise

from regulatory, legislative, macro-economic and

political changes.

The Company depends upon the experience, skill

and reputation of the employees of the Manager.

The Manager’s ability to retain the services of

these individuals, who are not obligated to remain

employed by the Manager, and recruit successfully,

is a significant factor in the success of the Company.

HOW WE MANAGE RISK CONTINUED

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Investment risks

The risk to performance resulting from

ineffective or inappropriate investment

selection, execution or monitoring.

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.

Operational risks

The risk of loss resulting from inadequate

or failed internal processes, people or

systems and external events, including

regulatory risk.

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.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company considers its principal risks (as well as several underlying

risks comprising each principal risk) in four categories:

1 2

3 4

“The Audit Committee and Manager work closely

together to monitor existing and emerging risks.

Internal controls are reviewed and tested regularly.

Risk management is central to our disciplined

approach to managing the investment portfolio

and protecting shareholder value.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

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.

PRINCIPAL RISKS AND UNCERTAINTIES

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LOWER HIGHER

INVESTMENT RISKS

Investment performance

Valuation

EXTERNAL RISKS

Political and macro-economic uncertainty

Climate change

The listed private equity sector

Foreign exchange

OPERATIONAL RISKS

Regulatory, legal and tax compliance

Key professionals

The Manager and third-party providers

FINANCIAL RISKS

Financing

RISK TOLERANCE

How we manage and mitigate our key risks

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 and conflicts, 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.

STABLE

The Board receives regular updates from the Company’s

broker and is kept informed of all material discussions with

investors and analysts.

RISK IMPACT MITIGATION CHANGE IN THE YEAR

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXTERNAL RISKS CONTINUED

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 multi-currency

bank facility permits the borrowings to be drawn in euros and US

dollars, as 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 Board has frequent dialogue with the Manager about its

resourcing model and succession planning. The Manager

employs an active and comprehensive approach to attract,

retain and develop talent. This includes a well-defined

recruitment process, succession planning, competitive

long-term compensation and incentives.

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 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 liquidity and

the short-term realisation forecast, and concluded that this risk

was stable.

RISK IMPACT MITIGATION CHANGE IN THE YEAR

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

VIABILITY STATEMENT

In accordance with the UK Corporate Governance

Code, the Board has assessed the financial position

and prospects of the Company over a longer period

than the 12 months required by the ‘going concern’

basis of accounting. The Board has assessed the

viability of the Company over a five-year period

from the balance sheet date, being a period of time

over which the Board can reasonably assess the

Company’s prospects and over which the majority

of the Company’s commitments will be drawn down.

The Board has carried out a robust assessment of

the principal risks and their mitigants as noted on

page 33. Those considered most significant to the

viability of the Company included those relating

to investment performance, political and macro-

economic uncertainty, and the ability of the

Company to manage its financing and

overcommitment risk.

The Company’s financial position is strengthened

by its access to its bank facility of €300m (£260m),

which was extended during the year and matures in

May 2029. This is subject to a number of covenants.

The Company’s Net Debt was £32.7m as at

31 January 2026 which is expected to be repaid

with cash flows from the Company’s investments.

The Board has assessed the Company’s ability to

remain viable and meet its liabilities as they fall due

through the review of balance sheet and cash flow

projections provided by the Manager. As part of

this, a range of stressed scenarios and sensitivity

analyses was examined to identify conditions

that might result in the facility’s covenants being

breached, and included the consideration of possible

remedial action that the Company could undertake

to avoid such breaches. Key variables considered

included Portfolio gains and losses, fund drawdowns

and realisations, and availability of the credit facility.

Based on this assessment, the Board has a

reasonable expectation that the Company will

remain viable over a five-year period from the

balance sheet date.

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 over the next 12 months.

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 4, and the Manager’s

review on page 14.

Based on this assessment, the Board expects that

the Company will be able to continue in operation

and meet its liabilities as they fall due until, at least,

31 May 2027, a period of more than 12 months from

the signing of the financial statements. Therefore,

it is appropriate to continue to adopt the going

concern basis of preparation of the Company’s

financial statements.

The Company’s Strategic Report is set out on

pages 1 to 35 and was approved by the Board

on 6 May 2026.

JANE TUFNELL

Chair

6 May 2026

VIABILITY AND GOING CONCERN STATEMENTS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

GOVERNANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

37 Governance overview

38 Board of Directors at a glance

39 Board of Directors

40 Corporate governance statement

43 Report of the Directors

45 Directors’ Remuneration Report

47 Report of the Audit Committee

49 Statement of Directors’ responsibilities

Effective corporate governance is the foundation

of long-term success. It ensures transparency,

accountability and disciplined decision-making.

DEAR SHAREHOLDERS,

In this overview, we report on the Company’s

governance framework and the activities of the Board

and its Committees during the year. Effective corporate

governance is fundamental to the way the Company

conducts its business. By encouraging entrepreneurial

and responsible management, it supports the creation

of long-term and sustainable value for shareholders.

The Board’s oversight of strategy and risk is vital in

promoting the long-term success of the Company.

In performing this role, the Board seeks to be

responsive to both the evolving regulatory

environment and changing expectations regarding

the role of business in society. In particular, the

Board seeks to ensure that both its own culture and

that of the Manager are aligned with the Company’s

purpose, and that the Company has the necessary

financial and human resources to deliver its strategy.

ROLE OF THE BOARD

STRATEGIC OVERSIGHT

It is the responsibility of the Board to ensure that

there is effective stewardship of the Company’s

activities. Strategic issues are determined by the

Board and a formal schedule of matters reserved for

the Board has been adopted, which includes capital

allocation, the investment budget and managing

potential conflicts arising from investment in other

ICG-managed funds. In order to discharge their

responsibilities effectively, directors have full and

timely access to relevant information.

COMPLIANCE WITH THE CODE

The Board applies the principles and provisions

of the 2024 Association of Investment Companies

Corporate Governance Code (‘AIC Code’), as

endorsed by the Financial Reporting Council, except

where specific departures have been disclosed.

The Board is supportive of the AIC Code, which sets

out a framework of best practice in respect of the

governance of investment companies. During the

year, the Board considered the revised AIC Code,

published in August 2024, and is preparing to comply

with the enhanced internal controls declaration

required by Provision 34.

BOARD PERFORMANCE REVIEW

In accordance with Provision 26 of the AIC Code,

the Board has a formal process for the annual

evaluation of its performance and that of its

Committees, the Chair and individual directors.

The Board undergoes an internal evaluation

annually, while an external performance review

takes place at least every three years.

In FY26, the Board undertook an internal self-

evaluation, led by the Chair, through a structured

questionnaire designed to assess the effectiveness

of the Board and its Committees across key areas

of the Company’s strategy and governance.

The review concluded that the Board continues

to operate effectively and coherently, with a

collaborative approach taken. Each individual

director was also assessed as part of the evaluation,

and it was concluded that each director continues

to make a valuable contribution to the Board.

In the prior year, an external effectiveness review

was conducted by Board Level Partners (‘BLP’), an

independent consultancy, through a structured

interview process. For more information on evaluation

of the performance of the Board, see page 40.

CULTURE AND VALUES

The Board expects all directors to act with integrity and

to apply their skill, care, due diligence and professional

experience in deliberations regarding the Company’s

business. The Board applies various practices and

behaviours to ensure that its culture aligns with the

Company’s purpose, values and strategy, including a

robust annual review and regular consideration of our

direction at Board meetings. Embedding the Company’s

culture in all its activities is a priority for the Board.

SUCCESSION PLANNING

The Board’s tenure and succession policy seeks to

ensure that the Board remains well-balanced through

the appointment of directors with a range of skills and

experience, as well as promoting diversity of gender,

social and ethnic backgrounds, cognitive and personal

strengths. This is managed through the regular review

of the Board composition and phased appointments

of new directors. For more information on Board

succession planning, see page 42.

REGULAR MEETINGS

The Board, which holds at least four scheduled

meetings each year, reviews the Company’s

investment Portfolio and investment performance

and considers financial reports. There is also contact

with the directors between meetings where this is

necessary for the Company’s business.

GOVERNANCE OVERVIEW

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Board oversight of the

Manager (including the

ability to give specific

instructions)

Supervision of

service providers

by the Manager

Board oversight

of service providers

BOARD OF DIRECTORS

SERVICE PROVIDERS

INVESTMENT MANAGER

Board delegated authority

under the Management

Agreement, subject to

investment policies,

procedures and guidelines

(and Articles of Association)

AUDIT

COMMITTEE

MANAGEMENT

ENGAGEMENT

COMMITTEE

NOMINATIONS

COMMITTEE

ADMINISTRATOR

AND COMPANY

SECRETARY

AUDITOR

CORPORATE

BROKERS

CUSTODIAN/

DEPOSITARY

LEGAL/TAX

ADVISERS

REGISTRAR

SHAREHOLDER

RELATIONS &

MARKETING

JANE TUFNELL

CHAIR

DEFINING A CLEAR GOVERNANCE STRUCTURE

BOARD OF DIRECTORS AT A GLANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

NOMINATIONS COMMITTEE

Adiba Ighodaro (Chair)

Key responsibilities

Selecting and proposing suitable candidates for appointment

or reappointment to the Board.

CORPORATE GOVERNANCE STATEMENT: P40

Board member

Number of

Board members

Percentage

of the Board

Number of senior

positions on the Board

Number in

executive management

Percentage of

executive management

Gender representation

Men 3 50% 1 N/A N/A

Women 3 50% 1 N/A N/A

Not specified/prefer not to say N/A N/A N/A N/A N/A

Ethnicity representation

White British or other White (including minority white groups) 5 83.3% 2 N/A N/A

Mixed/Multiple ethnic groups N/A N/A N/A N/A N/A

Asian/Asian British N/A N/A N/A N/A N/A

Black/African/Caribbean/Black British 1 16.7% 0 N/A N/A

Not specified/Prefer not to say N/A N/A N/A N/A N/A

1 Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director. The Company does not have a CEO or a CFO.

COMMITTEE OVERVIEW

AUDIT COMMITTEE

Alastair Bruce (Chair)

Key responsibilities

Reviewing the interim and annual financial statements.

Reviewing the effectiveness and scope of the external audit.

Reviewing the risks to which the Company is exposed and

mitigating controls.

Overseeing compliance with regulatory and financial reporting requirements.

REPORT OF THE AUDIT COMMITTEE: P47

MANAGEMENT ENGAGEMENT COMMITTEE

David Warnock (Chair)

Key responsibilities

Monitoring and evaluating the performance and remuneration

of the Manager.

Monitoring and evaluating the performance and remuneration of other key

service providers.

CORPORATE GOVERNANCE STATEMENT: P40

SKILLS AND EXPERIENCE

Board member

Investment

trusts

Private

equity

Asset

management

UK corporate

governance International Finance Audit

Jane Tufnell

David Warnock

Alastair Bruce

Gerhard Fusenig

Adiba Ighodaro

Janine Nicholls

MEETINGS

Board Audit MEC Nominations

6/6 3/3 1/1 2/2

0–3 YEARS 0%

3–6 YEARS 50%

6–9 YEARS 50%

LENGTH OF TENURE

In accordance with UKLR 6.6.6R (10), as at the reference date of 31 January 2026, the composition of the Board was as follows:

JANE TUFNELL

Chair

BACKGROUND

Jane Tufnell was appointed to

the Board in 2019 and became

Chair in 2020. She started her

career in 1986, joining County

NatWest, where she jointly ran

the NatWest Pension Fund’s

exposure to UK smaller

companies. In 1994 she co-

founded Ruffer Investment

Management Ltd where she

worked for over 20 years to

build the business to an AUM of

£20bn, before leaving in 2015.

Jane is Senior Independent

Non-Executive Director of

Schroders Capital Global

Innovation Trust plc and Chair

of Lulworth Investment

Partners. She has served as a

non-executive director of a

number of other entities.

EXPERIENCE

Jane brings extensive financial

services and fund management

experience to the Board. She is

a seasoned public company

board member and chair, and

has significant experience of all

aspects of investment company

management, governance and

regulation.

DAVID WARNOCK

Senior Independent Non-Executive

Director and Chair of the

Management Engagement Committee

BACKGROUND

David Warnock was appointed

to the Board in 2020 and

became Senior Independent

Director in 2021. David co-

founded the investment firm

Aberforth Partners and was a

partner for 19 years until his

retirement from that firm in

2008. He has held non-

executive directorships in

several public and private

companies and before

Aberforth was with Ivory &

Sime plc and 3i Group plc.

David is currently Chair of CT

Global Managed Portfolio Trust

plc and an active investor in a

number of private companies.

EXPERIENCE

David brings extensive private

equity, investment trust and

listed company experience to

the Board. He worked for many

years in private equity and

served as a non-executive

director of Patria Private Equity

Trust plc.

He has been involved in all

aspects of investment trusts,

either as a manager or as a

non-executive director, for over

30 years.

ALASTAIR BRUCE

Independent Non-Executive Director

and Chair of the Audit Committee

BACKGROUND

Alastair Bruce was appointed to

the Board in 2018 and became

Chair of the Audit Committee in

2019. Alastair was a Managing

Partner of Pantheon Ventures

between 2006 and 2013,

having joined the firm in 1996.

During his tenure at Pantheon

Ventures, Alastair was involved

in all aspects of the firm’s

business, particularly the

management of Pantheon

International PLC (‘PIP’), the

expansion of Pantheon

Ventures’ global platform and

the creation of a co-investment

business. Alastair is a non-

executive director of Fidelity

China Special Situations PLC

and Barings Emerging EMEA

Opportunities PLC.

EXPERIENCE

Alastair brings over 25 years

of private equity, investment

management and financial

experience to the Board.

Through his involvement

with the management of PIP,

he has extensive experience

of managing a listed private

equity vehicle.

GERHARD FUSENIG

Independent Non-Executive Director

BACKGROUND

Gerhard Fusenig was appointed

to the Board in 2019. Over

the last 25 years, Gerhard has

held a number of senior

management roles including the

position of co-COO of Asset

Management and CEO of Core

Investments at Credit Suisse,

as well as Global Head of Fund

Services at UBS. Gerhard is a

non-executive director of

SolvencyAnalytics AG. Former

directorships include Standard

Life Aberdeen PLC, Aberdeen

Asset Management PLC and

Credit Suisse Insurance Linked

Strategies Ltd.

EXPERIENCE

Gerhard is highly experienced as

an executive in the investment

management sector and is also

very familiar with board practices

and corporate governance

requirements due to his range

of board positions, including at

major listed companies.

ADIBA IGHODARO

Independent Non-Executive

Director and Chair of the

Nominations Committee

BACKGROUND

Adiba Ighodaro was appointed

to the Board in 2022 and became

Chair of the Nominations

Committee in April 2025. Adiba is

a former Partner and a founding

member of the international

private equity firm Actis, where

she held both investing and

fundraising leadership roles in the

UK, Nigeria and the US. Prior to

this she worked with CDC Group

plc (now British International

Investment) from which,

combined with Actis, she has

close to 30 years of investing

across private equity, energy

infrastructure and real estate.

Adiba is currently an Independent

Non-Executive Director on the

board of Standard Chartered

Bank Nigeria Ltd where she

chairs the Audit Committee.

Adiba is also a non-executive

director on the boards of Polar

Capital Technology Trust plc

and M-Kopa Holdings Ltd.

EXPERIENCE

Adiba brings extensive

expertise in global private

markets from over 30 years of

experience, including legal

structuring, development

finance, private equity

origination and investment.

JANINE NICHOLLS

Independent Non-Executive Director

BACKGROUND

Janine Nicholls was appointed

to the Board in 2022. She has

more than 30 years’ experience

in private equity and financial

services. She was previously the

COO of Snowball, a multi-asset

impact investor, GHO Capital

and Hermes GPE. Prior to this,

Janine held a number of direct,

co-investment and primary

funds investment roles. Janine

was previously a Non-Executive

Director and Audit Committee

Chair on the board of Calculus

Venture Capital Trust. She is a

Non-Executive Director and

Chair of the Audit Committee

of Mercia Asset Management

PLC. Janine qualified as a

Chartered Accountant at

Price Waterhouse.

EXPERIENCE

Janine brings to the Board

diverse financial, investment

and operational experience.

In addition to her private equity

investment experience, she

has experience overseeing

functions including Regulatory

Compliance, Risk Management,

Accounting, Human Resources

and Investor Relations and has

a broad perspective on the

private equity industry.

BOARD OF DIRECTORS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

COMMITTEE MEMBERSHIP AUDIT MANAGEMENT ENGAGEMENT NOMINATIONS

A M N

A M N A M N A M N A M N A M N A M N

The Company is committed to

appropriate standards of corporate

governance and the Board has applied

the Principles and complied with the

majority of the Provisions of the AIC

Code throughout the year. The AIC Code

adapts the Principles and Provisions set

out in the UK Corporate Governance

Code (the ‘Code’) issued by the Financial

Reporting Council to make them more

relevant for investment companies.

CORPORATE GOVERNANCE

The Board considers that reporting against the

Principles and Provisions of the AIC Code provides

more relevant information to shareholders and

other stakeholders. The Board remains cognisant

of the provisions of the Code. A copy of the AIC

Code and the Code can be obtained from the

websites of the Association of Investment

Companies (theaic.co.uk) and of the Financial

Reporting Council (frc.org.uk) respectively.

Throughout the year ended 31 January 2026,

the Company complied with the principles and

provisions of the AIC Code, except as set out below:

• The Role of the Chief Executive: the Company

does not have a Chief Executive or any executive

directors, as all day-to-day management and

administrative functions are outsourced to

the Manager.

• Executive Directors’ Remuneration: the Company

does not have executive directors or employees;

therefore, provisions relating to executive

remuneration and performance-related pay are

not applicable.

• Internal Audit Function: the Board considers that

an internal audit function specific to the company

is unnecessary, as all operations are outsourced

to the Manager, which maintains its own internal

control and risk monitoring arrangements.

The Chair is a member of the Audit Committee.

The Board considers this appropriate given the

Chair’s relevant financial experience and the size

and composition of the Board, and is satisfied

that it does not compromise the Committee’s

independence. Leadership of the Audit Committee

rests with its independent non-executive Chair.

BOARD TENURE POLICY

The Board considers that the tenure profile of the

Board, represented by the length of service of each

of its directors, is appropriately balanced such that

Board succession and renewal planning are managed

over the medium to longer term. The composition of

the Board continues to include directors who bring

an appropriate mix of skills, experience, expertise

and diversity (including gender diversity) to Board

decision-making.

All of the Company’s directors will seek re-election

at each Annual General Meeting. The terms and

conditions of appointment of the non-executive

directors will be available for inspection at the

Annual General Meeting.

Each non-executive director is appointed by a letter

of appointment on an ongoing basis and subject to

election or re-election at the Company’s Annual

General Meeting. A non-executive director will only

be proposed for re-election at an Annual General

Meeting if the Board is satisfied with the non-

executive director’s performance, independence

and ongoing time commitment.

The Directors’ Remuneration Report, including

the Directors’ Remuneration Policy, can be found

on page 45.

The Company is also subject to the Alternative

Investment Fund Managers Directive (‘AIFMD’)

and has a Management Agreement with the

Manager to act as its Alternative Investment Fund

Manager (‘AIFM’). Aztec Financial Services (UK)

Limited acts as its Depositary, in accordance with

the requirements of the AIFMD.

The Board is mindful of the Parker Review report

update on ethnic diversity, setting out progress and

asking all FTSE 350 companies to set themselves a

new target for ethnic diversity at senior management

level to be achieved by December 2027.

The Company has not set targets for ethnic diversity

at senior management level as the Company does

not have any executive staff, however the Board has

encouraged the Manager to continue to integrate

diversity and inclusivity into its recruitment and

retention policy.

COMPOSITION AND INDEPENDENCE

The Board is comprised of six non-executive

directors. There is no Chief Executive Officer

position within the Company as day-to-day

management of the Company’s affairs has been

delegated to the Manager. The Board regularly

reviews the independence of its members and,

having due regard to the definitions and current

guidelines on independence under the Code,

considers all directors to be independent. There are

no relationships or circumstances relating to the

Company that are likely to affect their judgement.

SENIOR INDEPENDENT DIRECTOR

David Warnock is the Senior Independent Director.

He provides support to the Chair in her role leading

the Board while also providing challenge and acting

as a conduit for any points to be raised in respect of

the Chair.

INDUCTION AND TRAINING

Board training is provided regularly to ensure that

Board members are well placed to conduct their

role. New Board members receive a formal induction

on all aspects of the Company’s business.

BOARD PERFORMANCE REVIEW

In accordance with Provision 26 of the AIC Code,

the Board reviews its own performance annually.

The assessment covers the effectiveness and

performance of the Board as a whole, the Board

Committees and an evaluation of each director.

This process helps ensure that the Board’s

operations remain aligned with the culture,

purpose and values of the Company.

In FY26, the internal Board performance review

was conducted, led by the Chair, via a structured

questionnaire that employed a mixed-method

approach, combining quantitative ratings on

a four-point scale (from ‘Poor’ to ‘Excellent’) with

qualitative commentary to provide context and

recommendations. It covered a comprehensive

range of topics, including Board composition

and diversity, culture and dynamics, meeting

management, committee performance, oversight

of investment strategy, risk management and

stakeholder engagement. This methodology

ensures a balanced evaluation of both measurable

performance indicators and nuanced perspectives,

enabling the Board to identify strengths, address

areas for improvement and enhance overall

governance effectiveness.

The Chair’s performance review was performed by

the Senior Independent Director in consultation

with the other directors.

The review concluded that the Board and its

Committees continue to perform effectively

and that each Director allocates sufficient time

to discharge their responsibilities.

An external performance review takes place at least

every three years. In the prior year, an external

effectiveness review was conducted by BLP, an

independent consultancy with no other commercial

connection with the Company. The review concluded

that the Board continues to perform effectively and

displays a strong corporate governance culture.

DIRECTORS’ TIME COMMITMENTS

The Company has a policy of ensuring that all

non-executive directors of the Company have

sufficient time to commit to the respective duties

and responsibilities applicable to their particular

Board roles. When making new appointments,

the Board takes into account other demands on

potential candidates’ time and prior to appointment

any significant commitments are disclosed with an

indication of the time involved. In the year under

review the Board assessed the time commitment

of each individual director on external appointments.

Each director’s aggregate time commitment is

discussed with him or her as part of the annual

appraisal process. In the year under review, all

directors were considered to have sufficient time

to commit to their respective roles on the Board,

taking account of their external appointments.

BOARD DIVERSITY

There are currently three female and three male

directors on the Board. The Board considers all

candidates for Board appointments and does not

discriminate based on gender or any other factor,

making appointments based on the skills and

experience of the candidates.

The Board is aware of the requirements of the

Listing Rules in respect of gender and ethnic

diversity and confirms that it has met the target

of having at least 40% female membership on the

Board, one senior Board position is held by a woman

(Chair) and at least one individual on the Board is

from a minority ethnic background. Diversity is

one of the key considerations when directors are

appointed to the Board, and is factored in to all

searches for new directors. Gender and ethnicity

CORPORATE GOVERNANCE STATEMENT

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

data relating to the Board was collected using a

standardised process and managed by the Company

Secretary. Each Board member was requested to

disclose information on a confidential and voluntary

basis, through which the individual self-reports their

ethnicity and gender identity (or specifies they do

not wish to report such data).

ROLE OF THE BOARD

It is the responsibility of the Board to ensure that

there is effective stewardship of the Company’s

affairs. In order to enable it to discharge its

responsibilities, directors have full and timely access

to relevant information. The Board retains ultimate

responsibility for the management of the Company’s

business and may exercise all powers of the Company,

delegating authority as it considers appropriate.

Strategic issues are determined by the Board.

A formal schedule of operational matters reserved

for the Board has been adopted, which includes,

but is not limited to:

• setting and amending the Company’s investment

objective and policy (subject to shareholder

approval where required);

• approval of the Company’s strategic direction

and risk appetite;

• capital allocation decisions, including share

issuance, buybacks and gearing limits;

• appointment, oversight and removal of the

Manager and other key service providers;

• approval of major corporate actions, such as

mergers, acquisitions or disposals;

• oversight of the Company’s risk management

and internal control framework;

• determination of the Company’s ESG and

stewardship priorities;

• approval of the annual report and accounts

and key shareholder communications; and

• Board and Committee composition, succession

planning and governance policies.

There is an agreed procedure under which directors,

wishing to do so in the furtherance of their duties,

may take independent professional advice at the

Company’s expense.

MATTERS DELEGATED TO THE MANAGER

Under the Company’s Articles of Association and

the terms of the Management Agreement, the Board

delegates day-to-day portfolio and risk management

to the Manager, subject to defined parameters

and ongoing oversight. The Manager acts as the

Company’s Alternative Investment Fund Manager

(‘AIFM’) and is authorised and regulated by the FCA.

The Manager’s delegated responsibilities include,

but are not limited to:

• discretionary portfolio management within the

Board-approved investment policy and risk limits;

• execution of investment transactions and

associated cash management;

• operational compliance and regulatory reporting;

• implementation of marketing and shareholder

engagement activities, consistent with the Board’s

strategic objectives;

• exercise of voting and engagement rights on

portfolio holdings in line with the Board-approved

stewardship policy; and

• preparation of management information,

performance reporting and other disclosures

required under the UK AIFM Laws and FCA Rules.

All activities undertaken by the Manager remain

subject to the Board’s overall supervision, review

and control, and the Board may issue directions or

amend the investment policy as necessary.

BOARD MEETINGS

The Board meetings follow a formal agenda, which

is approved by the Chair and circulated by the

Company Secretary in advance of the meeting to all

the directors and other attendees. At each Board

meeting every agenda item is considered against the

Company’s strategy, its investment objectives and

its investment policy.

A typical agenda includes:

• a review of investment performance;

• a review of investments and divestments and asset

management initiatives in progress;

• an update on investment opportunities available

in the market and how they fit within the

Company’s strategy;

• a review of the Company’s financial performance;

• a review of the Company’s financial forecasts, cash

flow and ability to meet targets, including stressed

scenarios and sensitivity analyses;

• a review of the Company’s financial and regulatory

compliance;

• a review of any conflicts of interest, including the

consideration of investments which may amount

to a conflict of interest;

• updates on shareholder and stakeholder relations;

• updates on the Company’s capital market activity;

and

• specific regulatory, compliance or corporate

governance updates.

Board meetings also include a number of

presentations from the Manager. Board papers are

disseminated to the directors via a secure online

platform for reasons of efficiency and cyber security.

The online platform is also used to store relevant

Company documentation, as it provides the

directors with quick and secure access.

In the event that any directors are unable to attend

Board and Committee meetings, the relevant

directors will be contacted by the Chair before and/

or after the meeting to ensure they were aware of

the issues being discussed and to obtain their input.

COMPANY SECRETARY

The directors also have access to the advice and

services of the Company Secretary, Andrew Lewis,

Head of Secretariat, Meirion Morgan, and ICG’s

Company Secretariat function (on behalf of ICG

FMC Limited).

INSURANCE AND INDEMNITIES

During the year under review, the Board has

maintained appropriate insurance cover in respect

of legal action against the directors. The policy

does not cover dishonest or fraudulent actions

by the directors.

STEWARDSHIP

The Company seeks to make investments in funds

and companies which are well-managed with high

standards of corporate governance. The directors

believe this creates the proper conditions to

enhance long-term shareholder value. The exercise

of voting rights attached to the Company’s Portfolio

has been delegated to the Manager. However, the

Board will be informed of any sensitive voting issues

involving the Company’s investments.

CONFLICTS OF INTEREST

The Company has adopted a policy requiring all

directors to disclose other positions and also any

other matter which may give rise to a conflict. Such

conflicts can then be considered by the other

directors and, if necessary, either approved or not

approved. Currently there are no material conflicts

in respect of any director.

MANAGER POLICIES

The Manager has policies and processes in place,

including those over the following areas. Regular

training is provided for all Manager employees. The

Board has reviewed these processes and found them

to be adequate: anti-bribery and corruption policy;

whistleblowing policy; and environmental policy.

COMMITTEES

NOMINATIONS COMMITTEE

All of the directors serve on the Nominations

Committee which meets when necessary to select

and propose suitable candidates for appointment

or reappointment to the Board. During the year,

Adiba Ighodaro chaired the Committee. In FY26,

the Committee focused on advancing the Company’s

long-term succession planning to ensure the Board

continues to have the right balance of skills and

experience to support its strategic objectives. A key

priority was planning for the orderly transition

of the Audit Committee Chair, alongside maintaining

strong governance and independence.

CORPORATE GOVERNANCE STATEMENT CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

The Committee has recommended a long-term

succession plan to ensure continuity and effective

governance. The plan anticipates potential director

retirements at the nine-year tenure mark and

identifies the key skills that will require replacement.

Successors will be sought well in advance to allow

for a smooth handover and minimal disruption. The

Committee also reviewed succession planning for

other Board roles through to 2030, emphasising the

need to maintain audit expertise and incorporate

market developments and emerging trends such as

artificial intelligence into future candidate selection.

The Committee reviewed the Board’s composition

and refreshed the skills matrix to reflect evolving

requirements. The matrix is included on page 38.

The Committee also undertook its periodic review

of its Terms of Reference, recommending updates

in line with best practice guidance. In addition, the

Committee confirmed that all current directors

continue to perform effectively and recommended

their re-election at the AGM.

Throughout these discussions, the Committee

reaffirmed that the independence of the remaining

directors ensures the Board as a whole remains

independent, even where tenure extensions are

considered in the best interests of the Company

and its stakeholders.

REMUNERATION COMMITTEE

The Board has considered the AIC Code requirement

to establish a remuneration committee of

independent non-executive directors. As the Board

is comprised solely of non-executive directors, the

Board has concluded that a separate remuneration

committee would not provide additional governance

value at this time. Accordingly, the Company does not

have a remuneration committee. The determination

of the directors’ fees is dealt with by the whole Board.

Please see page 45 for the Directors’ Remuneration

Report.

AUDIT COMMITTEE

The activities of the Committee were considered

as part of the internal effectiveness review and

completed in accordance with standard governance

arrangements as summarised on page 37. The

review concluded that the Committee functioned

well, with the appropriate balance of membership,

skills and experience, so contributing to ICG

Enterprise’s long-term success.

Please see page 47 for the Report of the

Audit Committee.

MANAGEMENT ENGAGEMENT COMMITTEE

In line with industry best practice and Provision 17

of the AIC Code, the Company established a

Management Engagement Committee (‘MEC’) in

February 2021 to review the performance of the

Manager and other key service providers. The MEC

meets at least annually, is chaired by the Senior

Independent Director and comprises all directors.

The Committee held its annual review of all key

service providers in October 2025. It conducted a

detailed review of the performance of all key service

providers, including the Manager. A number of follow-

up actions were agreed, however, the Committee

concluded that in all material respects all service

providers were performing to the required standards.

The Committee undertook a comprehensive review

of the Manager’s performance. This included

consideration of investment returns relative to peers,

discount levels and progress against the agreed

strategic plan. The Committee also reviewed the

Manager’s resourcing and development, noting the

balance of seniority within the team and the additional

support available from the wider ICG functions.

ENGAGEMENT WITH SERVICE PROVIDERS

The Board operates in an open and co-operative

manner with the Company’s stakeholders, particularly

in light of the long-term nature of the Company’s

investment proposition. The Board expects the

Company’s third-party service providers, particularly

the Manager who is responsible for the management

of the Company’s Portfolio, to uphold the same values

as the Board.

To this end, the Board (via the MEC) includes

consideration of the Manager’s corporate culture,

as far as practical or possible, as part of the overall

assessment of the service provided to it.

STAKEHOLDER ENGAGEMENT

Please see page 22 for further details.

INTERNAL CONTROLS

The Board, at least annually, assesses the internal

controls of the Manager. There have been no

material adverse findings from this review. The

Board recognises the enhanced requirements under

Provision 34 of the Code to monitor the Company’s

risk management and internal control systems.

During the year, the Board has begun preparations

to meet this requirement by reviewing its existing

material controls framework. The Board intends to

implement this enhanced review process during the

next financial year and will provide a declaration on

its findings in the 2027 Annual Report.

Please see Report of the Audit Committee on

page 47 for further information on the Company’s

internal controls.

SHAREHOLDER RELATIONS

The Company’s Annual Report and Accounts

and Interim Report contain a detailed review of

performance and of changes to the investment

portfolio, our regular factsheets, contain updated

information in a more abbreviated form, and the

latest Company presentations, and are made

available to shareholders through the Company’s

website (icg-enterprise.co.uk).

Quarterly releases in respect of the Company’s

performance are announced to the market and

available to shareholders. At the Annual General

Meeting, a presentation is made by the Manager

and investors are given an opportunity to question

the Chair, the other directors and the Manager.

Communication with shareholders is given a high

priority by the Board. The Manager and all directors,

and in particular the Chair and Senior Independent

Director, are available to enter into dialogue with

shareholders. The Manager holds regular discussions

with analysts and existing and potential institutional

shareholders and values the feedback obtained in

this manner.

A structured programme of shareholder presentations

by the Manager to institutional shareholders takes

place following the publication of the Annual Report

and quarterly results. In addition, Board members

are available to meet institutional shareholders.

The Board receives regular updates from the

Company’s broker and is kept informed of all material

discussions with investors and analysts which helps

the directors develop their understanding of

shareholders’ views and expectations.

A detailed list of the Company’s shareholders

is reviewed at each Board meeting.

Directors can be contacted via the registered office

of the Company (see the Shareholder information

section on page 79).

JANE TUFNELL

Chair

6 May 2026

CORPORATE GOVERNANCE STATEMENT CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

The directors present their report and the audited

financial statements for the year ended 31 January

2026. The Report of the Directors should be read in

conjunction with the Strategic Report (pages 1 to 35)

and the Report of the Audit Committee (page 47).

STATUS OF THE COMPANY

ICG Enterprise Trust plc (the ‘Company’) is an

investment company as defined by Section 833

of the Companies Act 2006 and is registered

and domiciled in England (number 1571089).

The Company has no branches outside the United

Kingdom. During the year under review the

Company carried on the business of an investment

trust. The Company will continue to be an

investment trust provided it continues to satisfy the

conditions of Section 1158 of the Corporation Tax

Act 2010. The Company has continued to direct its

affairs with the objective of retaining such approval.

The Company’s shares are eligible for tax-efficient

wrappers such as Individual Savings Accounts

(‘ISAs’), Junior ISAs and Self Invested Personal

Pensions (‘SIPPs’).

SIGNIFICANT SHAREHOLDINGS

Information provided to the Company pursuant

to the Disclosure Guidance and Transparency

Rules (‘DTRs’) is published on a Regulatory

Information Service and on the Company’s website.

As at 31 January 2026, the Company has not been

notified of disclosures by significant shareholders

in accordance with Rule 5 of the DTRs.

In the period from 31 January 2026 to the date

of this report, the Company has not been notified

of any changes to significant shareholdings.

SHAREHOLDERS

The Company has a significant retail shareholder

base, largely held via retail platforms. The holdings of

the three largest retail platforms on the Company’s

share register are disclosed below, following an

analysis of the Company’s shareholders as at

31 January 2026:

Holding % holding

Columbia Threadneedle Investments

Saving Plans 31.2

Interactive Investor 7.7

Hargreaves Lansdown 5.9

INVESTMENT POLICY

The Company’s investment policy is set out on page

80. The policy has not changed since last year.

No material change will be made to the investment

policy without prior shareholder approval.

PURCHASE OF SHARES

The Company has the authority, subject to various

terms as set out in its Articles and in accordance with

the Companies Act 2006, to acquire up to 14.99% of

the shares in issue. The Company intends to renew

this authority annually.

During the course of the year, the Company

purchased 2,038,722 shares, with an aggregate

nominal value of £203,872, for an aggregate amount

of £27,848,153, representing 3.2% of the issued

share capital of the Company (excluding treasury

shares) on 31 January 2026. The shares purchased

are held in treasury.

DIVIDEND

Quarterly dividends in respect of the year ended

31 January 2026 were paid on 29 August 2025

(9 pence per share), 28 November 2025 (9 pence per

share) and 27 February 2026 (9 pence per share)

for a total of 27 pence per share. A final dividend of

12 pence per share will, if approved, be paid on 17 July

2026 to holders of ordinary shares on the register

at the close of business on 3 July 2026. The directors

recommend this final dividend, which would bring the

total dividend for the year to 39 pence per share.

DIRECTORS

All of the directors listed below held office throughout

the year and up to the date of signing the financial

statements, and all directors will stand for re-election

at the forthcoming Annual General Meeting:

• Jane Tufnell: Chair

• David Warnock: Senior Independent

Non-Executive Director and Chair of the

Management Engagement Committee

• Alastair Bruce: Independent Non-Executive

Director and Chair of the Audit Committee

• Gerhard Fusenig: Independent Non-Executive

Director

• Adiba Ighodaro: Independent Non-Executive

Director and Chair of the Nominations Committee

• Janine Nicholls: Independent Non-Executive

Director

The directors’ biographical details demonstrate the

wide range of skills and experience that they bring to

the Board. The Board has decided that all directors

will submit themselves for re-election every year.

A thorough review of all directors standing for re-

election has been conducted. The review concluded

that all directors bring valuable skills and experience

to the Board and continue to operate effectively,

and accordingly are recommended for re-election.

DIRECTORS’ INDEMNITY AND INSURANCE

The Company has maintained appropriate directors’

and officers’ liability insurance throughout the year.

In accordance with Article 147 of the Company’s

Articles of Association and sections 232–234 of the

Companies Act 2006, the Company may indemnify any

director or former director of the Company or of any

associated company against certain liabilities incurred

in the execution of their duties, including liabilities to

third parties arising from negligence, breach of duty

or breach of trust, subject to statutory limitations.

The Company may also provide funds to meet

expenditure incurred in defending civil, criminal

or regulatory proceedings or in connection with

applications for relief, as permitted by law. Under

the terms of appointment for each director, and

subject to these restrictions, the Company has

agreed to indemnify each director against all costs,

expenses, losses and liabilities reasonably incurred

in the discharge of their office. Qualifying third-party

indemnity provisions for the benefit of the directors

were in force during the year and up to the date of

approval of this report.

DONATIONS

The Company made no political donations

or contributions during the year (2025: nil).

MANAGER

ICG Alternative Investment Limited (‘ICG’ or the

‘Manager’) is the manager of the Company. ICG is

authorised as an Alternative Investment Fund Manager

and is regulated by the Financial Conduct Authority.

The Manager provides investment management,

company secretarial and general administrative

services to the Company under a Management

Agreement. This agreement can be terminated by

either party giving not less than one year’s notice.

Either party may also terminate the agreement

sooner in limited circumstances following a material

breach of the other party’s obligations.

The investment management fee payable under this

agreement is calculated as 1.4% of the investment

Portfolio and 0.5% of outstanding commitments

to funds in their Investment Periods, in both cases

excluding the funds managed directly by ICG (see

Note 3 to the financial statements on page 62) and

by the former manager of the Company, Graphite

Capital (see page 44). This fee is subject to cap at

1.25% of Net Asset Value (‘NAV’) up to £1.5bn of

NAV, 1.10% on NAV in excess of £1.5bn and below

£2.0bn, and 1.0% of NAV in excess of £2.0bn.

The effective management fee charged by the

Manager in the year was 1.25% of the Company’s net

assets and the Company’s Ongoing Charges ratio was

1.39% as calculated in accordance with AIC guidance

and as shown in the Glossary. Further information

around cost disclosures can be found in the Company’s

Statement of Expenses on the Shareholder resources

section of the Company’s website.

For the ICG-managed funds (see Note 3 to

the financial statements on page 62) the annual

management charge is between 1.3% and 1.5% of

original commitments for funds in their Investment

Period, and between 0.8% to 1.5% of unrealised cost

for funds where their Investment Period has ended.

For the Graphite-managed funds the annual

management charge is 2% of original commitments

for funds in their Investment Period, and between

1% to 2% for funds where their Investment Period

has ended.

INVESTMENTS IN GRAPHITE CAPITAL FUNDS

(FORMER MANAGER)

The charges and incentive arrangements for both ICG

and Graphite-managed funds are at the same level as

those paid by third-party investors in the funds.

The Board reviews the activities and performance

of the Manager on an ongoing basis and reviews the

investment strategy annually.

The Board reviews the Company’s investment

record over short and long-term periods, taking

into account factors including the Net Asset Value

per Share and the share price as well as the general

competence of the Manager.

The Board also considers the performance of the

Manager in carrying out its company secretarial

and general administrative functions.

REPORT OF THE DIRECTORS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Graphite Capital Partners IX 30,000 942 14,477 30,000 2,281 18,366

Graphite Capital Partners VIII 40,000 3,113 12,971 40,000 3,113 15,517

Graphite Capital Partners VIII

Top Up Fund 20,000 1,011 1,717 20,000 1,011 3,742

Graphite Capital Partners VII 35,138 456 7,070 35,138 456 6,720

Total 125,138 5,522 36,235 125,138 6,861 44,345

31 January 2026 31 January 2025

Fund

Original

commitment

£’000

Remaining

commitment

£’000

Fair value

£’000

Original

commitment

£’000

Remaining

commitment

£’000

Fair value

£’000

In addition, the Audit Committee carries out a formal

assessment of the Manager’s internal controls and

risk management systems every year.

The Board has contractually delegated responsibility

for management of the investment Portfolio and the

provision of accounting and company secretarial

services to the Manager. Custody of unquoted

securities has been contractually delegated to an

FCA regulated third-party custodian, Aztec Financial

Services (UK) Limited (‘Aztec’).

Aztec has also been appointed the Company’s

Depositary, in accordance with the Alternative

Investment Fund Managers Directive. Custody of

quoted securities has been contractually delegated

to an FCA regulated third-party custodian, Charles

Stanley & Co Limited, although Aztec retains liability

for safeguarding in respect of these assets.

The performance of these third parties is overseen by

the Board as part of its regular reviews of the Manager.

Based on the above, it is the Board’s opinion that the

continuing appointment of ICG as Manager of the

Company on the agreed terms is in the best interests

of shareholders as a whole.

CO-INVESTMENT INCENTIVE SCHEME

ICG and certain of its executives and, in respect of

certain historical investments, the executives and

connected parties of the Former Manager (together

the ‘Co-investors’), are required to co-invest

alongside the Company (other than in investments

made in funds managed by the Manager or the

Former Manager), for which they are entitled to a

share of investment profits if certain performance

hurdles are met, as set out below:

• The Co-investors are required to contribute

0.5% of the cost of every new fund investment

(excluding those investments made by Graphite

Capital funds, and any ICG fund investments made

after 1 February 2016) and Direct Investment

made by the Company.

• If such an investment has generated at least an

8% per annum compound return in cash to the

Company (the ‘Threshold’), the Co-investors are

entitled to receive 10% of the total gains from

that investment inclusive of return of cost, out

of future cash receipts from the investment.

Further details of these arrangements can be found

in Note 9 to the financial statements.

CAPITAL

As at 31 January 2026, 63,554,192 ordinary shares

of 10 pence each were in issue and fully paid. The

Company held 2,257,369 shares held in treasury as

at 30 April 2026, being the latest practicable date

before publication of this document.

Resolutions will be proposed at the forthcoming

Annual General Meeting to:

• allot up to a maximum of 20,227,952 ordinary

shares of 10 pence each, representing

approximately 33% of the Company’s issued share

capital (excluding shares held as treasury shares)

as at 30 April 2026; and

• disapply pre-emption rights on up to 10% of the

issued share capital (excluding shares held as

treasury shares) to enable the Board to issue

or re-issue any ordinary shares held in treasury

without having first to offer them to all existing

shareholders; and

• renew the directors’ authority to buy back up

to 9,188,394 ordinary shares (being 14.99%

of the issued share capital (excluding shares held

as treasury shares as at 30 April 2026)) subject

to the constraints to be set out in the proposed

resolution. The authority will be used where the

directors consider it to be in the best interest of

shareholders. It is the current intention of the

Board that any shares thus purchased would be

held as treasury shares.

GREENHOUSE GAS EMISSIONS

The Company has no employees and no premises,

and therefore has no greenhouse gas emissions to

report, nor does it have responsibility for any other

emissions-producing sources under the Companies

Act 2006 (Strategic Report and Directors’ Reports)

Regulations 2013 and the Streamlined Energy and

Carbon Reporting (‘SECR’) requirements.

TRANSFER OF SHARES AND VOTING RIGHTS

All ordinary shares have equal voting rights.

There are no restrictions concerning the transfer

of securities in the Company, no special rights

with regard to control attached to securities, no

agreements between holders of securities regarding

their transfer known to the Company, and no

agreement to which the Company is party that

affects its control following a takeover bid.

The Company’s Articles of Association may be

amended by special resolution of the shareholders in

a General Meeting. Holders of ordinary shares enjoy

the rights set out in the Articles of Association of the

Company and under the laws of England and Wales.

Any share may be issued with or have attached to it

such rights and restrictions as the Company by

ordinary resolution or, failing such resolution, the

Board may decide.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are a director at the date

of approval of this report confirms that:

• so far as the director is aware, there is no relevant

audit information of which the Company’s auditors

are unaware; and

• each director has taken all the steps that he or

she ought to have taken as a director in order to

become aware of any relevant audit information

and to establish that the Company’s auditors are

aware of that information. The confirmation is

given and should be interpreted in accordance

with the provisions of Section 418 of the

Companies Act 2006.

INDEPENDENT AUDITORS

As set out in the Report of the Audit Committee,

Ernst & Young LLP were appointed as auditors

for the year ended 31 January 2026 at the Annual

General Meeting in 2025 and are recommended

for reappointment by the Audit Committee.

A resolution reappointing them and authorising

the directors to determine their remuneration will

be submitted at the Annual General Meeting.

INCORPORATION BY CROSS REFERENCE

In accordance with the Companies Act 2006 and

applicable regulations, certain disclosures required

to be included in the directors’ report are set out

elsewhere in this Annual Report and are incorporated

into the directors’ report by reference, as follows:

• A description of the principal risks and

uncertainties facing the Company is included

in the Strategic Report on pages 32 to 34.

• Details of likely future developments in the

business are set out in the Strategic Report

on pages 1 to 35.

• The Company’s Corporate Governance Statement,

required by DTR 7.2, is set out on pages 40 to 42

and is incorporated by reference into this report.

• Information on the Company’s financial risk

management objectives, policies and exposures to

price, credit, liquidity and cash flow risks is included

in Note 17 to the financial statements on page 67.

• Details of the Company’s business model, strategy

and key performance indicators are provided in

the Strategic Report on pages 1 to 35.

• The Company has no employees. Employee

engagement and workforce matters, as well as

broader stakeholder engagement, are addressed

by the Manager and are described under

‘Stakeholder engagement’ on page 22.

ANNUAL GENERAL MEETING

The Annual General Meeting will be held on

25 June 2026. Further details will be provided in the

Notice of Meeting to be circulated to shareholders.

By order of the Board:

ANDREW LEWIS

On behalf of ICG FMC Limited

6 May 2026

REPORT OF THE DIRECTORS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

REMUNERATION COMMITTEE

As the Board is comprised solely of non-executive directors, the Company does not have a remuneration

committee. The determination of the directors’ fees is dealt with by the whole Board. To ensure robust

oversight, the Board operates a formal, transparent procedure to set fees and considers peer benchmarks,

time commitments, Board performance effectiveness outputs, and Company complexity. Decisions on fees

are always taken collaboratively as a board.

In line with Provision 38 of the AIC Code, the Senior Independent Director and the non-executive directors,

excluding the Chair, have delegated responsibility for determining the Chair’s remuneration.

STATEMENT BY THE CHAIR

In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)

Regulations 2013, the Company presents its Remuneration Policy and Remuneration Report separately.

The Remuneration Policy sets out how the Company proposes to pay the directors, including each element

of remuneration that the directors are entitled to, and how this supports the Company’s long-term strategy

and performance.

All provisions of this policy are expected to remain in effect until the Annual General Meeting in 2026 when

the Company is next required to submit its policy on the remuneration of its directors to shareholders.

At the 2026 Annual General Meeting, the Remuneration Policy as set out below will be resubmitted to a vote

of shareholders. No changes are proposed to the Remuneration Policy.

The Remuneration Report sets out how the Remuneration Policy has been implemented in the year.

In accordance with the Remuneration Policy set out below, the Board performs an annual review of directors’ fees.

The fees payable to the directors for the year ended 31 January 2027 were reviewed in January 2026.

In determining the level of directors’ fees, the Board considered the Company’s policy, industry benchmarks

for non-executive directors, the responsibilities of individual directors, the time committed to the Company’s

affairs, and the limits set out in the Company’s Articles of Association. Following this review, an increase of

4% was approved, reflecting inflation and prevailing market comparables. This review confirmed that while

the Company’s directors’ fees remain broadly competitive, the Chair’s fee is positioned at the lower end

of the peer group range. In light of this assessment — and recognising the importance of ensuring that

remuneration remains appropriate to attract and retain high-quality Board leadership — the Board agreed

to implement an incremental increase to the Chair’s fee. Accordingly, the Chair’s fee will increase by 7%

to £81,500. The Board further noted that maintaining a trajectory of gradual, benchmarked increases will

support the Company’s ability to recruit a suitably qualified successor to the Chair in due course.

TABLE OF REMUNERATION BY ROLE

Chair of the Board 81,500 76,100 73,900

Chair of the Audit Committee 64,000 61,500 59,700

Senior Independent Director and Chair of MEC 62,900 60,500 58,700

Directors’ fees

51,700 49,700 48,300

Role

Year ended

31 January 2027

Year ended

31 January 2026

Year ended

31 January 2025

1 The fee includes all fees payable for service as a director and a member of the Audit Committee and the MEC.

PROPOSED REMUNERATION POLICY

It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable

to non-executive directors in the wider industry, the role that individual directors fulfil, the time committed to

the Company’s affairs and the limits stated by the Company’s Articles of Association. It is not the Company’s

policy to include an element of performance-related pay; all fees are paid in cash rather than any other

instrument. This Remuneration Policy has been unchanged for a number of years and is unchanged since

the last shareholder approval at the 2023 Annual General Meeting.

The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable

to the directors to a total of £420,000 per annum. The limit in the Articles increases annually in line with inflation

and would also increase pro-rata in the event of an additional appointment increasing the number of Board

members. The Board confirms compliance with this limit for the year ended 31 January 2026.

The Board considers the Remuneration Policy to be effective in supporting the short and long-term

strategic objectives of the Company by ensuring that the Company continues to be able to recruit and retain

non-executive directors who are suitably qualified and experienced to supervise the Company’s affairs.

SHARE PRICE PERFORMANCE

The Company’s performance is compared to the FTSE All-Share Index Total Return as this is considered to be

the most appropriate comparator index.

1 On a total return basis (i.e. including the effect of re-invested dividends). Indexed to a starting point of £100.

SERVICE CONTRACTS

It is not the Company’s policy to enter into service contracts with its directors. No director has a service

contract with the Company. The directors each serve under a letter of appointment.

NOTICE PERIOD AND LOSS OF OFFICE PAYMENT POLICY

The directors are subject to a notice period of one month unless removed by a resolution at a General

Meeting or pursuant to any provision of the Articles of Association. It is not the Company’s policy to enter

into arrangements that entitle any of the directors to compensation for loss of office. No director is entitled

to any such compensation.

STATEMENT OF CONSIDERATION OF CONDITIONS ELSEWHERE IN THE COMPANY

The Company has no employees. Therefore the Company cannot take into account the pay and employment

conditions of its employees when setting and implementing the Remuneration Policy.

STATEMENT OF CONSIDERATION OF SHAREHOLDER VIEWS

The Company places great importance on communication with its shareholders. The Board confirms that

no negative views were expressed in relation to its Remuneration Policy during the year.

OTHER BENEFITS

Directors are entitled to reimbursement of reasonable expenses incurred in the performance of their duties

and attendance at meetings. The Company does not provide pensions or similar benefits to directors.

DIRECTORS’ REMUNERATION REPORT

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

DIRECTORS’ REMUNERATION REPORT

The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures

have been audited, this is indicated below. The directors were not entitled to any loss of office payments,

pension benefits, share options or other incentives in the year ended 31 January 2026 (2025: nil).

RELATIVE IMPORTANCE OF SPEND ON PAY

The following table compares the remuneration paid to the directors with aggregate distributions to

shareholders in the year to 31 January 2026 and the prior year. This disclosure is a statutory requirement.

However, the directors consider that this comparison is not meaningful as (a) the Company has no employees,

and (b) its objective is to provide shareholders with long-term capital growth, and share buybacks and dividends

form only a small part of total shareholders’ returns.

Components of remuneration package

Year ended

31 January 2026

£’000

Year ended

31 January 2025

£’000

Directors’ remuneration 351 340

Shareholder distributions

Year ended

31 January 2026

£’000

Year ended

31 January 2025

£’000

Dividends paid 23,404 22,308

Share buybacks 27,987 35,851

Total distributions to shareholders 51,391 58,159

REMUNERATION IN THE YEAR (AUDITED)

Jane Tufnell

76 74 — — 76 74

3% 4% 9% 3% 22%

Alastair Bruce

62 60 — — 62 60

3% 4% 9% 4% 19%

David Warnock

61 59 — — 61 59

3% 26% 9% 5% 504%

Gerhard Fusenig

50 48 2 3 52 51

4% 4% 4% 9% 7%

Adiba Ighodaro

50 48 — — 50 48

4% 4% 85% N/A N/A

Janine Nicholls

50 48 — — 50 48

4% 4% 85% N/A N/A

Total

349 337 2 3 351 340

Fees Expenses

Total

Change in annual fee over years ended

31 January

Name

2026

£’000

2025

£’000

2026

£’000

2025

£’000

2026

£’000

2025

£’000 2026 2025 2024 2023 2022

1 Gerhard Fusenig is resident in Switzerland and the Company has agreed to pay for his costs of travel to London (including appropriate

accommodation) to attend meetings of the Board.

2 The year-on-year changes in fees for directors reflects movements in roles, in addition to any increase in underlying fee rates, and pro-rations

for directors joining and leaving the Board, during the financial year.

DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS (AUDITED)

The beneficial interests of the directors in the shares of the Company are shown below. There is no

requirement for the directors to own securities of the Company. Save as disclosed below, no director

had any notifiable interest in the securities of the Company.

Jane Tufnell 31,025 31,025

David Warnock 30,000 30,000

Alastair Bruce 30,000 30,000

Gerhard Fusenig 26,000 26,000

Adiba Ighodaro 800 800

Janine Nicholls 5,383 2,219

Total 123,208 120,044

Name

Year ended

31 January 2026

Number of shares

Year ended

31 January 2025

Number of shares

As at 6 May 2026, the beneficial interests of the directors in the shares of the Company amounted to

125,969 shares.

STATEMENT OF SHAREHOLDER VOTING

The Remuneration Policy was last approved at the Annual General Meeting on 27 June 2023, with the

following proxy votes cast:

For 19,609,662 98.31

Against 337,645 1.69

Withheld 141,491 —

Votes Number %

At the Annual General Meeting held on 24 June 2025, a resolution to approve the Directors’ Remuneration

Report for the year ended 31 January 2025 was passed with the following proxy votes cast:

For 17,463,555 98.79

Against 213,646 1.21

Withheld 157,213 —

Votes Number %

The Board does not consider the numbers of votes against these resolutions to be significant.

RESOLUTION TO APPROVE DIRECTORS’ REMUNERATION REPORT

A resolution to approve the Remuneration Report for the year ended 31 January 2026 will be put

to the members at the forthcoming Annual General Meeting.

On behalf of the Board:

JANE TUFNELL

Chair

6 May 2026

DIRECTORS’ REMUNERATION REPORT CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

The Portfolio Manager, Oliver Gardey, holds 68,690 shares in the Company, which have been acquired

in the open market at market rates. In aggregate, and including the Portfolio Manager, employees of ICG

hold a total of 94,370 shares in the Company, which were also acquired in the open market at market

rates. The Company does not compensate any employees of ICG through the issuance of shares, nor

does it offer employees of ICG the opportunity to acquire shares in the Company at preferential prices.

In addition, participants in the Co-investment Incentive Scheme, including current employees of ICG,

are required to contribute 0.5% of the cost of every new fund investment (see page 44 for more detail).

KEY RESPONSIBILITIES

Reviewing the interim and annual financial

statements, the effectiveness and scope

of the external audit, the risks to which

the Company is exposed and mitigating

controls, and compliance with regulatory

and financial reporting requirements.

COMMITTEE MEMBERS

• Alastair Bruce (Chair of the Committee)

• Gerhard Fusenig

• Adiba Ighodaro

• Janine Nicholls

• Jane Tufnell

• David Warnock

COMMITTEE ACTIVITIES

• Oversight of audit conducted by the

Company’s auditors

• Ongoing review of the Company’s risk

management and internal control systems

• Continued review and scrutiny of

valuations

• Review of the reporting of financial

information to shareholders

INTRODUCTION

All Board members currently serve on the

Audit Committee. As set out on page 39, the

members of the Committee have a range of recent

and relevant financial experience. They also have

relevant experience in the sector in which the

Company operates.

The Committee operates within written terms of

reference, which are available within the Corporate

governance section of the Company’s website

icg-enterprise.co.uk, clearly setting out its authority

and duties. The primary role of the Committee is to

review the interim and annual financial statements,

the effectiveness and scope of the external audit,

the risks to which the Company is exposed and

mitigating controls, and compliance with regulatory

and financial reporting requirements. The

Committee also provides advice to the Board on

whether the Annual Report and Accounts, taken

as a whole, is fair, balanced and understandable.

The Committee meets at least three times a year.

A quorum is any two of the members of the

Committee but full attendance at each meeting

is strongly encouraged.

Three meetings were held in the financial year,

and all were quorate. The Company’s auditors,

Ernst & Young LLP (‘EY’), attended all meetings.

The Committee also has direct access to the auditors

as necessary at other times and the opportunity

to meet the auditors without the Manager

being present.

In addition to the key responsibilities noted,

the Committee considered the independence

of the auditors.

SIGNIFICANT JUDGEMENTS IN RELATION

TO THE FINANCIAL STATEMENTS

VALUATION OF INVESTMENTS

In its review of the financial statements, the Committee

considers whether the Company’s investments

are fairly valued. The valuation of investments is

predominantly based on third-party managers’

valuations. The Committee discussed the valuation

process and governance in detail with the Manager

and reviewed the plan of the external auditors to

ensure that it was appropriately designed to provide

assurance over the valuation of the investments.

The Committee has been satisfied with the process

established by the Manager. The Manager reported the

results of the valuation process, including the sources of

valuation information and the methodologies used. The

auditors separately reported the results of their audit

work to the Committee. The Committee concluded

that the valuation process had been properly carried

out and that the investments had been fairly valued in

accordance with UK-adopted International Accounting

Standards and in line with International Private Equity

and Venture Capital Valuation Guidelines.

GOING CONCERN AND VIABILITY

In order to support the Board in determining that

it is appropriate to continue to adopt the going

concern basis of preparation of the Company’s

financial statements, the Committee has challenged

and assessed the key assumptions underpinning

that decision.

This included:

• an assessment of the Company’s business

activities, as set out in the Chair’s statement on

page 4 and the Manager’s review on page 14;

• the Company’s principal risks and their mitigants,

as noted on page 32; and

• the Company’s ability to manage its liquidity and

overcommitment levels over the period of 12

months and longer from the date of this report,

incorporating the Company’s balance sheet and

cash flow projections provided by the Manager.

These projections included scenarios with

varying levels of investment gains and losses,

fund drawdowns and realisations, availability of the

credit facility, and possible remedial action that the

Company could undertake if required in the event

of significant valuation declines and/or reductions

in liquidity. Further details around liquidity risk

and overcommitment risk are detailed in Note 17

to the financial statements on page 68. Accordingly,

the Committee was satisfied that the going concern

basis of accounting remained appropriate for

the Company.

FAIR, BALANCED AND UNDERSTANDABLE

Following a thorough review, and discussion with

the Manager and the auditors, the Committee

has advised the Board that the Annual Report and

Accounts for the year ended 31 January 2026, taken

as a whole, is fair, balanced and understandable and

provides the information necessary for shareholders

to assess the Company’s position and performance,

business model and strategy.

REPORT OF THE AUDIT COMMITTEE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

ALASTAIR BRUCE

CHAIR OF THE

AUDIT COMMITTEE

“The Audit Committee’s role is to ensure that strong

performance is underpinned by robust controls, clear

reporting and disciplined risk management. This year,

we have maintained a rigorous focus on financial integrity

while supporting the Company’s continued evolution.”

ALASTAIR BRUCE

CHAIR OF THE AUDIT COMMITTEE

INTERNAL CONTROLS AND NEED FOR AN

INTERNAL AUDIT FUNCTION

The Board has overall responsibility for the

Company’s systems of internal controls and for

reviewing their effectiveness. The purpose of the

controls is to ensure that the assets of the Company

are safeguarded, proper accounting records are

maintained and the financial information used within

the business and for publication is reliable. The

Committee is working closely with the Manager to

address the enhanced requirements introduced by

Provision 34 of the Code, which will be reported upon

for the first time for the year ended 31 January 2027.

The Committee regularly reviews, identifies and

evaluates the risks taken by the Company to allow

them to be appropriately managed.

All of the Company’s day-to-day 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 Committee also received a report, based

on agreed-upon procedures, from the Manager’s

internal audit function.

In accordance with the Alternative Investment Fund

Managers Directive (‘the Directive’), the Company

has appointed Aztec Financial Services (UK) Limited

(‘the Depositary’) as depositary. The Depositary’s

responsibilities include the monitoring of the cash

flows of the Company, the safekeeping of the

Company’s assets, and the general oversight

of the Company including its compliance with its

investment policy. The Audit Committee has

reviewed the Depositary’s reports for the period

from 1 February 2025 to 31 January 2026, that

set out the testing and procedures carried out by

the Depositary to satisfy itself that it is fulfilling its

obligations, and that the Company was operating

in accordance with the Directive. The reports did

not identify any issues.

The Committee considers, therefore, that an internal

audit function specific to the Company is unnecessary.

AUDIT INDEPENDENCE AND EFFECTIVENESS

EY were reappointed as auditors for the year ended

31 January 2026 at the Annual General Meeting in

June 2025. The Company has complied with the

terms of the September 2014 Competition and

Markets Authority Order, including in respect of

audit tendering. EY were first appointed as auditors

for the year ended 31 January 2021.

The Audit Committee has reviewed the provision

of non-audit services and believes them to be cost-

effective and not an impediment to the auditors’

objectivity and independence. Details of the total

fees paid to EY by the Company are set out in Note 4

to the financial statements. In the year ended

31 January 2026, £68,790 (2025: £66,140) was

payable to the auditors in respect of non-audit

services; these services were the review of the

Interim Statement and Agreed upon Procedures

over the operation of the Co-investment Incentive

Scheme. It has been agreed that all non-audit work

to be carried out by the external auditors must be

approved in advance by the Audit Committee, and

in line with the latest guidelines for the provision

of non-audit services by the Company’s auditors.

The Committee reviews the performance of the

auditors each year. The Committee considers a

range of factors including the quality of service, their

expertise and the level of audit fee. The Committee

has been pleased with the work undertaken by both

the Manager and EY.

The Committee accordingly recommends that

Ernst & Young LLP be appointed auditors for

the year ending 31 January 2027.

I would be pleased to discuss the work of the

Committee with any shareholder.

ALASTAIR BRUCE

Chair of the Audit Committee

6 May 2026

REPORT OF THE AUDIT COMMITTEE CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

“Effective governance is not static. During the year,

the Committee has challenged assumptions, reviewed

judgements in detail and ensured that the Company’s

financial reporting remains transparent, balanced and fair.”

ALASTAIR BRUCE

CHAIR OF THE AUDIT COMMITTEE

The directors are responsible for

preparing the Annual Report, the

Directors’ Remuneration Report

and the financial statements in

accordance with applicable law

and regulations.

Company law requires the directors to prepare

financial statements for each financial year.

Accordingly, the directors have prepared the

financial statements 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. Company law

also requires that the directors do not approve the

financial statements unless they are satisfied that

they give a true and fair view of the state of affairs

of the Company and of the profit or loss of the

Company for the relevant period. In preparing these

financial statements, the directors are required to:

• select suitable accounting policies and then apply

them consistently;

• make judgements and accounting estimates that

are reasonable and prudent;

• provide additional disclosures when compliance

with the specific requirements in UK-IAS is

insufficient to enable users to understand the

impact of particular transactions, other events

and conditions on the Company financial position

and financial performance;

• state whether UK-IAS have been followed, subject

to any material departures disclosed and explained

in the financial statements; and

• prepare the financial statements on a going

concern basis unless it is inappropriate to presume

that the Company will continue in business.

The directors are responsible for keeping adequate

accounting records that are sufficient to show and

explain the Company’s transactions and disclose with

reasonable accuracy at any time the financial position

of the Company and enable them to ensure that the

financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006 and, as

regards the Company’s financial statements, UK-IAS

and the SORP for investment trusts.

The directors are also responsible for safeguarding

the assets of the Company and for taking reasonable

steps for the prevention and detection of fraud and

other irregularities.

The directors are responsible for the maintenance

and integrity of the Company’s website.

Legislation in the United Kingdom governing the

preparation and dissemination of financial statements

may differ from legislation in other jurisdictions.

Having taken advice from the Audit Committee,

the directors consider that the Annual Report, taken

as a whole, is fair, balanced and understandable and

provides the information necessary for shareholders

to assess the Company’s position and performance,

business model and strategy.

Each of the directors, whose names and functions

are listed on page 39, confirm that, to the best of

their knowledge:

• the financial statements, which have been

prepared in accordance with UK-IAS in conformity

with the requirements of the Companies Act

2006, give a true and fair view of the assets,

liabilities, financial position and profit of the

Company; and

• the Strategic Report includes a fair review of the

development and performance of the business

and the position of the Company, together with a

description of the principal risks and uncertainties

that it faces.

On behalf of the Board:

JANE TUFNELL

Chair

6 May 2026

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

FINANCIAL

STATEMENTS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

51 Independent auditor’s report to the

members of ICG Enterprise Trust plc

56 Income statement

57 Balance sheet

58 Cash flow statement

59 Statement of changes in equity

60 Notes to the financial statements

OPINION

We have audited the financial statements of

ICG Enterprise Trust plc (the ‘Company’) for the

year ended 31 January 2026 which comprise

the Income Statement, Balance Sheet, Cash Flow

Statement, Statement of Changes in Equity,

and the related notes 1 to 19, including material

accounting policy information.

The financial reporting framework that has been

applied in their preparation is applicable law and

UK adopted International Accounting Standards.

In our opinion, the financial statements:

• give a true and fair view of the Company’s affairs

as at 31 January 2026 and of its loss for the year

then ended;

• have been properly prepared in accordance with

UK-adopted International Accounting Standards;

and

• have been prepared in accordance with the

requirements of the Companies Act 2006.

BASIS FOR OPINION

We conducted our audit in accordance with

International Standards on Auditing (UK) (ISAs (UK))

and applicable law. Our responsibilities under those

standards are further described in the Auditor’s

responsibilities for the audit of the financial

statements section of our report. We believe that

the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

INDEPENDENCE

We are independent of the Company in accordance

with the ethical requirements that are relevant

to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard as applied to

listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with

these requirements.

The non-audit services prohibited by the FRC’s

Ethical Standard were not provided to the Company

and we remain independent of the Company in

conducting the audit.

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have

concluded that the directors’ use of the going

concern basis of accounting in the preparation of the

financial statements is appropriate. Our evaluation

of the directors’ assessment of the Company’s ability

to continue to adopt the going concern basis of

accounting included the following procedures:

• We made enquiries of the Audit Committee

and ICG Alternative Investment Limited (‘the

Manager’) to determine whether, in their opinion,

they had any knowledge of events or conditions

beyond the period of the directors’ assessment

that may cast significant doubt on the Company’s

ability to continue as a going concern.

• We obtained the directors’ going concern

assessment and validated that the assessment

covers a period to 31 May 2027, which is at least

12 months from when these financial statements

are authorised for issue.

• We obtained the forecasts and cash flows

prepared by the Manager, underpinning the

directors’ assessment of going concern. We

challenged the sensitivities and assumptions

used in the forecasts, including comparing

assumptions of future cash flows.

• We obtained the stress testing and reverse stress

testing performed by the Manager and challenged

the appropriateness and severity of stresses applied,

through comparison to market and historical data.

We validated the standing data used by agreeing

this to supporting documentation.

• We made enquiries of the Audit Committee and the

Manager to determine whether, in their opinion,

there is any material uncertainty regarding the

Company’s ability to pay liabilities and commitments

as they fall due over the period of twelve months

from the date of approval of the financial statements

and challenged this assessment.

• We obtained the legal agreements to validate the

existence of the multi-currency revolving credit

facility extended by the Company during the year

and agreed the covenants included in the going

concern assessment and supporting stress testing.

We recalculated the relevant covenants for each

quarter-end in the going concern assessment

period based on these key terms.

• We validated that the disclosures made in

the Annual Report and Accounts regarding the

Company’s ability to continue as a going concern

are consistent with our understanding of

the business and with the assumptions and

calculations which underpin the directors’

assessment of going concern.

Based on the work we have performed, we have

not identified any material uncertainties relating to

events or conditions that, individually or collectively,

may cast significant doubt on the Company’s ability

to continue as a going concern for a period to

31 May 2027, which is at least 12 months from when

the financial statements are authorised for issue.

In relation to the Company’s reporting on how they

have applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to

in relation to the directors’ statement in the financial

statements about whether the directors considered

it appropriate to adopt the going concern basis

of accounting.

Our responsibilities and the responsibilities of the

directors with respect to going concern are described

in the relevant sections of this report. However,

because not all future events or conditions can be

predicted, this statement is not a guarantee as to

the Company’s ability to continue as a going concern.

OVERVIEW OF OUR AUDIT APPROACH

KEY AUDIT

MATTERS

• Risk of incorrect valuation of

unquoted investments.

• Risk of inaccurate recognition of

realised gains/ (losses) and change

in unrealised gains/(losses) on

unquoted investments.

MATERIALITY

• Overall materiality of £12.7m

which represents 1% of net assets.

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

TAILORING THE SCOPE

Our assessment of audit risk, our evaluation of

materiality and our allocation of performance

materiality determine our audit scope for the

Company. This enables us to form an opinion on

the financial statements. We take into account size,

risk profile, the organisation of the Company and

effectiveness of controls, the potential impact

of climate change and changes in the business

environment when assessing the level of work

to be performed. All audit work was performed

directly by the audit engagement team.

CLIMATE CHANGE

There has been increasing interest from

stakeholders as to how climate change will impact

companies. The Company has determined that the

impact of climate-related transition risks, driven in

particular by abrupt shifts in the political and

technological landscape, may impact the value of

the Company’s Portfolio, which is the aggregate

of the investment portfolios of the Company and of

its subsidiary limited partnerships. This is explained

on page 33 in the Principal risks and uncertainties

section of the Strategic Report, which forms part

of the “Other information,” rather than the audited

financial statements. Our procedures on these

unaudited disclosures therefore consisted solely

of considering whether they are materially

inconsistent with the financial statements or our

knowledge obtained in the course of the audit or

otherwise appear to be materially misstated, in line

with our responsibilities on “Other information”.

Our audit effort in considering the impact of climate

change on the financial statements was focused

on the adequacy of the Company’s disclosures in

the financial statements as set out in Note 1(a) and

the conclusion that there is no further impact of

climate change to be taken into account as the

investments are valued based on market-based

valuation approaches as at the year-end as required

by IFRS. All investments therefore reflect the

market participants’ view of climate change risk

on the investments held by the Company. We also

challenged the directors’ considerations of climate

change risks in their assessment of going concern

and associated disclosures.

Based on our work we have not identified the impact

of climate change on the financial statements to be

a key audit matter or to impact a key audit matter.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our

professional judgement, were of most significance

in our audit of the financial statements of the current

period and include the most significant assessed

risks of material misstatement (whether or not due

to fraud) that we identified. These matters included

those which had the greatest effect on: the overall

audit strategy; the allocation of resources in the

audit; and directing the efforts of the engagement

team. These matters were addressed in the context

of our audit of the financial statements as a whole,

and in our opinion thereon, and we do not provide

a separate opinion on these matters.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

OF ICG ENTERPRISE TRUST PLC

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Risk Our response to the risk Key observations communicated to the Audit Committee

Risk of incorrect valuation of unquoted investments

(2026: £1,308.9m, 2025: £1,469.5m)

Refer to the Report of the Audit Committee (page 47);

Material Accounting Policy Information (pages 60 to 62);

and Notes 10 and 17 of the Financial Statements (pages

65 and 67 to 69, respectively).

The unquoted investment portfolio is material to the

financial statements and consists of illiquid private equity

fund investments of £148.1m (2025: £151.0m) and direct

co-investments into private companies of £166.8m

(2025: £154.2m). The Company also has five (2025: five)

subsidiary undertakings of £994.0m (2025: £1,164.3m),

held at fair value under IFRS 10, which invest into the

same unquoted investments.

The valuations of unquoted investments do not have

inputs based on observable market data and are

therefore subjective, increasing the likelihood of error.

Net Asset Values (‘NAV’) of each investment are provided

to the Company by the fund managers or sponsors of the

investee companies and any necessary adjustments are

made by the Administrator, for example cash flow

adjustments for drawdowns and distributions between

the date of the last valuation provided and the year-end

date of the Company. The year-end valuations are then

reviewed by the Manager and the directors.

We performed the following procedures:

We obtained an understanding of and evaluated the design and implementation of processes and controls

around the unquoted investment valuations by performing a walkthrough.

We obtained the valuation policy applied by the Company and validated compliance with the International

Private Equity and Venture Capital Guidelines December 2022.

For all unquoted investments held by the Company, we performed the following procedures to gain assurance

over the valuation:

• we independently obtained the most recently available third-party valuations and agreed the valuations

to the value per the accounting records;

• where the most recently available third-party valuation was not at the reporting date of the Company,

we obtained management’s fair value assessment at year end by:

– reviewing the cash flow adjustments, distributions and drawdowns;

– reviewing adjustments made to indirect investments by reviewing underlying quoted adjustments using

independent pricing sources on a look through basis; and

– agreeing these adjustments to supporting documentation and bank statements; and

• we verified the reasonableness of all foreign exchange rates used by comparison to an independent source.

Subsequent to the finalisation of the investment valuations, we obtained updated capital account statements

received since the valuation date of the latest valuation from the underlying fund manager and other financial

information such as cash flow notices relevant to the valuation of the unquoted investments, to consider and

ensure that no material valuation differences arose.

We performed the following procedures to gain assurance over the reliability of the unaudited capital

account statements:

• for a sample of investments where the valuation was based on unaudited capital account statements, we

assessed their reliability by comparing the Net Asset Value (‘NAV’) per the latest audited financial statements

to the NAV per the unaudited capital account statement as at the same date; and

• we obtained a sample of relevant underlying audited financial statements, inspecting the GAAP applied and

accounting policies on key areas impacting the NAV and compared these to IFRS. We ensured that the auditor

was registered with the appropriate local accounting body and issued an unmodified audit opinion.

We challenged the Manager’s procedures to determine whether events and circumstances that occurred

between the date of the third-party valuations and the reporting date of the Company had an impact on the

valuation of the investment portfolio and we have not identified any issues.

We reviewed the minutes of the Valuation Committee meetings and held discussions with key personnel

at the Manager to discuss the performance of the portfolio for the year.

The results of our procedures are:

We identified no material misstatements in

relation to the risk of incorrect valuation of

unquoted investments.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

OF ICG ENTERPRISE TRUST PLC CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Risk Our response to the risk Key observations communicated to the Audit Committee

Risk of inaccurate recognition of realised gains/(losses)

(2026: -£1.4m, 2025 £1.5m) and change in unrealised

gains/(losses) (2026: £15.8m, 2025: £132.2m) on

unquoted investments

Refer to Material Accounting Policy Information

(pages 60 to 62); and Note 10 of the Financial Statements

(page 65).

Gains or losses on investments originate from capital

distributions and fair value movements for investments

during the year. Realised gains or losses are calculated as

a difference between amount realised and last carrying

value at the last reporting year end. Unrealised gains or

losses are calculated as difference between the opening

carrying value and the carrying value at the reporting

date (or cost where the investment was acquired during

the year).

There is a manual calculation performed by the Manager

for recognising gains/(losses) as realised or change in

unrealised, based on the Company’s revenue recognition

accounting policy.

There is a risk that the manual calculations of realised

and change in unrealised gains/(losses) on unquoted

investments are incorrectly calculated by the Manager,

which could lead to the disclosures regarding the capital

element of the Income Statement and the Statement of

Changes in Equity being materially misstated.

In addition, an incorrect recording of realised gains/

(losses) by the Company could directly affect the amount

available to be paid as a dividend to shareholders. This

could have an impact on the perceived performance and

share price of the Company and therefore could be an

incentive to misstate the realised gains/(losses).

We performed the following procedures:

We obtained an understanding of and evaluated the design and implementation of the processes and controls

around the recognition of realised and change in unrealised gains/(losses) by performing a walkthrough.

We performed a review and recalculation to confirm that the Company’s accounting policy in relation to realised

and change in unrealised gains/(losses) on unquoted investments was correctly applied with the Annual Report

and Accounts and we validated that the policy is in compliance with IFRS 9.

To validate the inputs into the manual calculation:

• we recalculated the change in unrealised gain/(loss) for a sample of investments based on the fair value of the

investments audited as part of our investments testing;

• we agreed a sample of purchases and sales of investments during the year to call and distribution notices,

or to secondary sales documentation, and bank statements; and

• we agreed the carrying values used in the realised gains/(losses) calculation for a sample of investments

to independently obtained capital account statements.

To address the risk of management override, we tested the appropriateness of journal entries and other

adjustments made in the recording of gains/(losses) on fair value of investments.

The results of our procedures are:

We identified no material misstatements in

relation to the risk of inaccurate recognition of

realised gains/(losses) and change in unrealised

gains/(losses) on unquoted investments.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

OF ICG ENTERPRISE TRUST PLC CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

OUR APPLICATION OF MATERIALITY

We apply the concept of materiality in planning

and performing the audit, in evaluating the effect of

identified misstatements on the audit and in forming

our audit opinion.

MATERIALITY

The magnitude of an omission or misstatement

that, individually or in the aggregate, could

reasonably be expected to influence the economic

decisions of the users of the financial statements.

Materiality provides a basis for determining the

nature and extent of our audit procedures.

We determined materiality for the Company to be

£12.72m (2025: £13.32m), which is 1% (2025: 1%)

of net assets. We believe that net assets provides

us with materiality aligned to the key measurement

of the Company’s performance.

PERFORMANCE MATERIALITY

The application of materiality at the individual

account or balance level. It is set at an amount

to reduce to an appropriately low level the

probability that the aggregate of uncorrected and

undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with

our assessment of the Company’s overall control

environment, our judgement was that performance

materiality was 75% (2025: 75%) of our planning

materiality, namely £9.5m (2025: £10.0m). We have

set performance materiality at this percentage

due to reduction of corrected and uncorrected

misstatements noted in the prior year audit which

indicated a lower risk and likelihood of misstatements.

REPORTING THRESHOLD

An amount below which identified misstatements

are considered as being clearly trivial.

We agreed with the Audit Committee that we would

report to them all uncorrected audit differences in

excess of £0.6m (2025: £0.7m), which is set at 5%

of planning materiality, as well as differences below

that threshold that, in our view, warranted reporting

on qualitative grounds.

We evaluate any uncorrected misstatements against

both the quantitative measures of materiality

discussed above and in light of other relevant

qualitative considerations in forming our opinion.

OTHER INFORMATION

The other information comprises the information

included in the annual report other than the financial

statements and our auditor’s report thereon. The

directors are responsible for the other information

contained within the annual report.

Our opinion on the financial statements does

not cover the other information and, except to

the extent otherwise explicitly stated in this report,

we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information

and, in doing so, consider whether the other

information is materially inconsistent with the

financial statements or our knowledge obtained

in the course of the audit or otherwise appears to

be materially misstated. If we identify such material

inconsistencies or apparent material misstatements,

we are required to determine whether this gives

rise to a material misstatement in the financial

statements themselves. If, based on the work

we have performed, we conclude that there is a

material misstatement of the other information,

we are required to report that fact.

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED

BY THE COMPANIES ACT 2006

In our opinion the part of the directors’

remuneration report to be audited has been

properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken

in the course of the audit:

• the information given in the strategic report and

the directors’ report for the financial year for

which the financial statements are prepared is

consistent with the financial statements; and

• the strategic report and directors’ report have

been prepared in accordance with applicable

legal requirements.

MATTERS ON WHICH WE ARE REQUIRED

TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the

Company and its environment obtained in the course of

the audit, we have not identified material misstatements

in the strategic report or directors’ report.

We have nothing to report in respect of the following

matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

• adequate accounting records have not been kept,

or returns adequate for our audit have not been

received from branches not visited by us; or

• the financial statements and the part of the

Directors’ Remuneration Report to be audited

are not in agreement with the accounting records

and returns; or

• certain disclosures of directors’ remuneration

specified by law are not made; or

• we have not received all the information and

explanations we require for our audit.

CORPORATE GOVERNANCE STATEMENT

We have reviewed the directors’ statement in

relation to going concern, longer-term viability and

that part of the Corporate Governance Statement

relating to the Company’s compliance with the

provisions of the UK Corporate Governance Code

specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit,

we have concluded that each of the following

elements of the Corporate Governance Statement

is materially consistent with the financial statements

or our knowledge obtained during the audit:

• Directors’ statement with regards to the

appropriateness of adopting the going concern

basis of accounting and any material uncertainties

identified set out on page 35;

• Directors’ explanation as to its assessment of the

Company’s prospects, the period this assessment

covers and why the period is appropriate set out

on page 35;

• Directors’ statement on whether it has a

reasonable expectation that the Company will

be able to continue in operation and meets its

liabilities set out on page 35;

• Directors’ statement on fair, balanced and

understandable set out on page 47;

• Board’s confirmation that it has carried out a

robust assessment of the emerging and principal

risks set out on pages 31 to 34;

• The section of the annual report that describes the

review of effectiveness of risk management and

internal control systems set out on page 48; and

• The section describing the work of the audit

committee set out on page 47.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Statement of

Directors’ Responsibilities set out on page 49, the

directors are responsible for the preparation of the

financial statements and for being satisfied that

they give a true and fair view, and for such internal

control as the directors determine is necessary to

enable the preparation of financial statements that

are free from material misstatement, whether due

to fraud or error.

In preparing the financial statements, the directors

are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as

applicable, matters related to going concern and

using the going concern basis of accounting unless

the directors either intend to liquidate the Company

or to cease operations, or have no realistic

alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT

OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance

about whether the financial statements as a whole

are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high

level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it

exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the

aggregate, they could reasonably be expected to

influence the economic decisions of users taken on

the basis of these financial statements.

EXPLANATION AS TO WHAT EXTENT THE AUDIT

WAS CONSIDERED CAPABLE OF DETECTING

IRREGULARITIES, INCLUDING FRAUD

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined

above, to detect irregularities, including fraud. The

risk of not detecting a material misstatement due

to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate

concealment by, for example, forgery or intentional

misrepresentations, or through collusion. The extent

to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

OF ICG ENTERPRISE TRUST PLC CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

However, the primary responsibility for the

prevention and detection of fraud rests with both

those charged with governance of the Company

and management.

• We obtained an understanding of the legal and

regulatory frameworks that are applicable to the

Company and determined that the most significant

are those that relate to the reporting framework

(UK-adopted International Accounting Standards,

the Companies Act 2006, the Listing Rules, the UK

Corporate Governance Code, Section 1158 of

the Corporation Tax Act 2010, The Companies

(Miscellaneous Reporting) Regulations 2018,

and The Statement of Recommended Practice

for the Financial Statements of Investment Trust

Companies as issued by the Association of

Investment Companies).

• We understood how the Company is complying

with those frameworks through discussions with

members of the Manager and the Non-Executive

Directors including the Chair of the Audit

Committee, in addition to our review of board

minutes, committee minutes, and papers provided

to the Audit Committee.

• We assessed the susceptibility of the Company’s

financial statements to material misstatement,

including how fraud might occur by considering

the key risks impacting the financial statements.

We identified fraud and management override

risks in relation to the inaccurate recognition of

realised gains/(losses) and change in unrealised

gains/(losses) on unquoted investments. Our audit

procedures stated above in the ‘Key audit matters’

section of this auditor’s report were performed

to address this identified fraud risk.

• Based on this understanding we designed our

audit procedures to identify non-compliance with

such laws and regulations. Our procedures

involved review of the reporting to the directors

with respect to the application of the documented

policies and procedures and review of the financial

statements to ensure compliance with the

reporting requirements of the Company.

A further description of our responsibilities for

the audit of the financial statements is located

on the Financial Reporting Council’s website at

https://www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

OTHER MATTERS WE ARE REQUIRED TO ADDRESS

• Following the recommendation from the audit

committee, we were appointed by the Company

on 27 June 2019 to audit the financial statements

for the year ending 31 January 2026 and

subsequent financial periods.

• The period of total uninterrupted engagement

including previous renewals and reappointments

is 7 years, covering the years ending 31 January

2020 to 31 January 2026.

• The audit opinion is consistent with the additional

report to the audit committee.

USE OF OUR REPORT

This report is made solely to the Company’s

members, as a body, in accordance with Chapter 3

of Part 16 of the Companies Act 2006. Our audit

work has been undertaken so that we might state

to the Company’s members those matters we are

required to state to them in an auditor’s report and

for no other purpose. To the fullest extent permitted

by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s

members as a body, for our audit work, for this

report, or for the opinions we have formed.

AHMER HUDA

(Senior statutory auditor)

for and on behalf of Ernst & Young LLP

Statutory Auditor

London

6 May 2026

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

OF ICG ENTERPRISE TRUST PLC CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Investment returns

Income, gains and losses on investments 2, 10 2,306 13,584 15,890 1,060 134,156 135,216

Deposit interest 2 196 — 196 48 — 48

Other income 2 63 — 63 5 — 5

Foreign exchange gains and losses — 3,533 3,533 — (729) (729)

2,565 17,117 19,682 1,113 133,427 134,540

Expenses

Investment management charges 3 (1,606) (14,457) (16,063) (1,618) (14,558) (16,175)

Other expenses including finance costs 4 (3,198) (8,850) (12,048) (2,439) (8,417) (10,856)

(4,804) (23,307) (28,111) (4,057) (22,975) (27,031)

Profit/(loss) before tax (2,239) (6,190) (8,429) (2,943) 110,453 107,510

Taxation 6 — — — — — —

Profit/(loss) for the period (2,239) (6,190) (8,429) (2,943) 110,453 107,510

Attributable to:

Equity shareholders (2,239) (6,190) (8,429) (2,943) 110,453 107,510

Basic and diluted earnings per share 7 (13.35)p 163.95p

Year to 31 January 2026 Year to 31 January 2025

Notes

Revenue

return

£’000

Capital return

£’000

Total

£’000

Revenue

return

£’000

Capital return

£’000

Total

£’000

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 60 to 71 form an integral part of the financial statements.

INCOME STATEMENT

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Non-current assets

Investments held at fair value 9, 10, 17 1,308,900 1,469,549

Current assets

Cash and cash equivalents 11 33,837 3,927

Prepayments and receivables 12 1,486 2,018

35,323 5,945

Current liabilities

Borrowings 13

(66,570) (131,931)

Payables 13

(5,081) (11,171)

Net current liabilities (36,328) (137,157)

Total assets less current liabilities 1,272,572 1,332,392

Capital and reserves

Share capital 14 6,355 7,292

Capital redemption reserve 3,049 2,112

Share premium 12,936 12,936

Capital reserve 1,258,146 1,315,727

Revenue reserve

(7,914) (5,675)

Total equity

1,272,572 1,332,392

Net Asset Value per Share (basic and diluted) 15 2044.6p 2072.9p

Notes

31 January 2026

£'000

31 January 2025

£'000

The notes on pages 60 to 71 form an integral part of the financial statements.

The financial statements on pages 56 to 71 were approved by the Board of Directors on 6 May 2026 and signed on its behalf by:

JANE TUFNELL ALASTAIR BRUCE

Director Director

BALANCE SHEET

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Operating activities

Sale of portfolio investments 60,090 19,966

Purchase of portfolio investments (50,605) (34,144)

Cash flow to subsidiaries' investments (154,775) (152,174)

Cash flow from subsidiaries' investments 320,137 125,769

Interest income received from portfolio investments 708 494

Dividend income received from portfolio investments 1,452 547

Other income received 259 53

Investment management charges paid (16,240) (16,021)

Other expenses paid (1,998) (1,881)

Net cash inflow/(outflow) from operating activities 159,028 (57,391)

Financing activities

Bank facility fee paid (2,572) (2,011)

Interest paid (6,492) (545)

Credit facility utilised 126,608 139,761

Credit facility repaid (196,875) (27,831)

Purchase of shares into treasury (27,987) (35,851)

Equity dividends paid 8 (23,404) (22,308)

Net cash (outflow)/inflow from financing activities (130,722) 51,215

Net increase/(decrease) in cash and cash equivalents 28,306 (6,176)

Cash and cash equivalents at beginning of year 11 3,927 9,722

Net increase/(decrease) in cash and cash equivalents 28,306 (6,176)

Effect of changes in foreign exchange rates 1,604 381

Cash and cash equivalents at end of period 11 33,837 3,927

Notes

Year to

31 January 2026

£'000

Year to

31 January 2025

£'000

The notes on pages 60 to 71 form an integral part of the financial statements.

CASH FLOW STATEMENT

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Opening balance at 1 February 2025 7,292 2,112 12,936 408,641 907,087 (5,675) 1,332,392

Profit for the period and total comprehensive income — — — 37,556 (43,747) (2,239) (8,429)

Transfer to capital redemption reserve (937) 937 — — — — —

Dividends paid or approved — — — (23,404) — — (23,404)

Purchase of shares into treasury — — — (27,987) — — (27,987)

Closing balance at 31 January 2026 6,355 3,049 12,936 394,806 863,340 (7,914) 1,272,572

Share capital

£’000

Capital redemption

reserve

£’000

Share premium

£’000

Realised capital

reserve

£’000

Unrealised capital

reserve

£’000

Revenue

reserve

£’000

Total

shareholders’

equity

£’000

Opening balance at 1 February 2024 7,292 2,112 12,936 473,015 790,602 (2,733) 1,283,223

Profit for the period and total comprehensive income — — — (6,033) 116,485 (2,942) 107,510

Dividends paid or approved — — — (22,308) — — (22,308)

Purchase of shares into treasury — — — (36,033) — — (36,033)

Closing balance at 31 January 2025 7,292 2,112 12,936 408,641 907,087 (5,675) 1,332,392

Share capital

£’000

Capital

redemption

reserve

£’000

Share premium

£’000

Realised capital

reserve

£’000

Unrealised capital

reserve

£’000

Revenue

reserve

£’000

Total

shareholders’

equity

£’000

1 Distributable reserves.

The notes on pages 60 to 71 form an integral part of the financial statements.

STATEMENT OF CHANGES IN EQUITY

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1 MATERIAL ACCOUNTING POLICY INFORMATION

GENERAL INFORMATION

These financial statements relate to ICG Enterprise Trust plc (‘the Company’). ICG Enterprise Trust plc is

registered in England and Wales and is incorporated in the United Kingdom. The Company is domiciled in

the United Kingdom and its registered office is Procession House, 55 Ludgate Hill, London EC4M 7JW.

The Company’s objective is to provide long-term growth by investing in private companies managed by

leading private equity managers.

(A) BASIS OF PREPARATION

The financial information for the year ended 31 January 2026 has been prepared in accordance with

UK-adopted International Accounting Standards (‘UK-IAS’) and the Statement of Recommended Practice

(‘SORP’) for investment trusts issued by the Association of Investment Companies in July 2022.

UK-IAS comprise 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 4, and the Manager’s review on page 14.

As part of this review, the Board assessed the potential impact of principal risks on the Company’s business

activities, the Company’s cash position, the availability of the Company’s credit facility and compliance with

its covenants, and the Company’s cash flow projections.

Based on this assessment, the Board expects that the Company will be able to continue in operation and

meet its liabilities as they fall due until, at least, 31 May 2027, a period of more than 12 months from the

signing of the financial statements. Therefore it is appropriate to continue to adopt the going concern basis

of preparation of the Company’s financial statements.

CLIMATE CHANGE

In preparing the financial statements, the directors have considered the impact of climate change,

particularly in the context of the climate change risks identified in the Principal risks and uncertainties section

of the Strategic Report, and the impact of climate change risk on the valuation of investments.

These considerations did not have a material impact on the financial reporting judgements and estimates

in the current year, nor were they expected to have a significant impact on the Company’s going concern

or viability.

ACCOUNTING POLICIES

The principal accounting policies adopted are set out below. These policies have been applied consistently

throughout the current and prior year. In order to reflect the activities of an investment trust company,

supplementary information which analyses the income statement between items of revenue and capital

nature has been presented alongside the income statement. In analysing total income between capital

and revenue returns, the directors have followed the guidance contained in the SORP as follows:

Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal

of investments classified as held at fair value through profit or loss should be shown in the capital column of

the income statement.

Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest

or otherwise) should be shown in the revenue column of the income statement.

The Board should determine whether the indirect costs of generating capital gains should also be shown in

the capital column of the income statement. If the Board decides that this should be so, the management fee

should be allocated between revenue and capital in accordance with the Board’s expected long-term split of

returns, and other expenses should be charged to capital only to the extent that a clear connection with the

maintenance or enhancement of the value of investments can be demonstrated.

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

In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that:

(a) it obtains funds from one or more investors for the purpose of providing investors with investment

management services;

(b) it commits to its investors that its business purpose is to invest funds for both returns from capital

appreciation and investment income; and

As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments

and are classified as held at fair value through profit and loss.

NEW AND AMENDED STANDARDS AND INTERPRETATIONS

The Company adopts new standards, if applicable, when they become effective. There are no new standards

that are expected to have a material impact on the Company. IFRS 18 Presentation and Disclosure in

Financial Statements is not expected to have a material impact on the results or net assets of the Company;

the impact on the presentation of the financial statements is still being assessed.

(B) FINANCIAL ASSETS

The Company classifies its financial assets in the following categories: at fair value through profit or loss;

and at amortised cost. The classification depends on the purpose for which the financial assets were acquired.

The classification of financial assets is determined at initial recognition.

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

The Company classifies its quoted and unquoted investments as financial assets at fair value through profit

or loss. These assets are measured at subsequent reporting dates at fair value and further details of the

accounting policy are disclosed in Note 1(c).

FINANCIAL ASSETS AT AMORTISED COST

Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow

test and are held to receive contractual cash flows. These are classified as current assets and measured at

amortised cost using the effective interest rate method. The Company’s financial assets at amortised cost

comprise cash and cash equivalents and trade and other receivables in the balance sheet.

NOTES TO THE FINANCIAL STATEMENTS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1 MATERIAL ACCOUNTING POLICY INFORMATION CONTINUED

Investments comprise fund investments and portfolio company investments held by the Company directly,

together with the fair value of the Company’s interest in controlled structured entities (see Note 9) which

themselves invest in fund investments and portfolio company investments.

All investments are classified upon initial recognition as held at fair value through profit or loss (described in

these financial statements as investments held at fair value) and are measured at subsequent reporting dates

at fair value. All investments are fair valued in line with IFRS 13 ‘Fair Value Measurement’, using industry

standard valuation guidelines such as the International Private Equity and Venture Capital (‘IPEV’) valuation

guidelines. Changes in the value of all investments held at fair value, which include returns on those

investments such as dividends and interest, are recognised in the income statement and are allocated to the

revenue column or the capital column in accordance with the SORP (see Note 1(a)). More detail on certain

categories of investment is set out below. Given that the subsidiaries and associates are held at fair value and

are exposed to materially similar risks as the Company, we do not expect the risks to materially differ from

those disclosed in Note 17.

UNQUOTED INVESTMENTS

Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net

asset value of those unquoted investments as determined by the investment manager of those funds. The

investment manager 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 investment

managers are deemed to be appropriate by the Manager, for the purposes of the Manager’s determination

of the fair values of the unquoted investments. A robust assessment is performed by the Manager’s

experienced Investment Committee to determine the capability and track record of the investment manager.

All investment managers are scrutinised by the Investment Committee and an approval process is recorded

before any new investment manager is approved and an investment made. This level of scrutiny provides

reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use

fair value.

Adjustments may be made to the net asset values provided or an alternative valuation method may be

adopted if deemed to be more appropriate. The most common reason for adjustments to the value provided

by an underlying manager is to take account of events occurring between the date of the manager’s valuation

and the reporting date, for example, subsequent cash flows or notification of an agreed sale.

SUBSIDIARY UNDERTAKINGS

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

profit and loss.

The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in

the Co-investment Incentive Scheme. Under these arrangements, ICG (the ‘Manager’) and certain of its

executives and, in respect of certain historic investments, the executives and connected parties of Graphite

Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’), are required to co-invest

alongside the Company, for which they are entitled to a share of investment profits if certain performance

hurdles are met. These arrangements are discussed further in the Report of the Directors on page 43.

At 31 January 2026, the accrual was estimated as the theoretical value of the interests if the Portfolio

had been sold at the carrying value at that date.

ASSOCIATES

The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small

number of investments that may normally be classified as subsidiaries or associates. These investments

are not considered subsidiaries or associates as the Company does not exert control or significant influence

over the activities of these companies/structured entities as they are managed by other third parties.

(D) PREPAYMENTS AND RECEIVABLES

Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing

facility. These fees will be amortised over the life of the facility on a straight-line basis.

(E) BORROWINGS

Borrowing drawdowns are recognised initially at cost being the fair value of the amounts received upon

utilisation. They are subsequently stated at amortised cost.

(F) PAYABLES

Other payables are non-interest bearing and are stated at their amortised cost, which is not materially

different from fair value.

(G) CASH AND CASH EQUIVALENTS

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

months or less.

(H) DIVIDEND DISTRIBUTIONS

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

(I) INCOME

When it is probable that economic benefits will flow to the Company and the amount can be measured

reliably, interest is recognised on a time apportionment basis.

Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends

receivable on equity shares where no ex-dividend date is applicable are brought into account when the

Company’s right to receive payment is established.

UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding

tax. Income distributions from funds are recognised when the right to distributions is established.

(J) EXPENSES

All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the

income statement, consistent with the SORP, with the following exceptions:

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

to the capital column.

• The Board expects the majority of long-term returns from the Portfolio to be generated from capital gains.

Expenses are allocated 90% to the capital column and 10% to the revenue column, reflecting the

Company’s current and future return profile. Other expenses are allocated to the capital column where a

clear connection with the maintenance or enhancement of the value of investments can be demonstrated.

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

(K) TAXATION

Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not

liable for taxation on capital gains.

Tax recognised in the income statement represents the sum of current tax and deferred tax charged or

credited in the year. The tax effect of different items of expenditure is allocated between capital and revenue

on the same basis as the particular item to which it relates.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1 MATERIAL ACCOUNTING POLICY INFORMATION CONTINUED

Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying

amounts of assets and liabilities in the financial statements and the corresponding tax bases used in

the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are

recognised to the extent that it is probable that taxable profits will be available against which deductible

temporary differences can be utilised. Deferred tax assets are not recognised in respect of tax losses

carried forward to future periods.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled

or the assets are realised. Deferred tax is charged or credited in the income statement, except when it relates

to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

(L) FOREIGN CURRENCY TRANSLATION

The functional and presentation currency of the Company is sterling, reflecting the primary economic

environment in which the Company operates.

Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates

of the transactions. At each balance sheet date, financial assets and liabilities denominated in foreign

currencies are translated at the rates prevailing on the balance sheet date.

Gains and losses arising on the translation of investments held at fair value are included within gains and losses

on investments held at fair value in the income statement. Gains and losses arising on the translation of other

financial assets and liabilities are included within foreign exchange gains and losses in the income statement.

(M) REVENUE AND CAPITAL RESERVES

The revenue return component of total income is taken to the revenue reserve within the statement of

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

statement of changes in equity.

Gains and losses on the realisation of investments including realised exchange gains and losses and expenses

of a capital nature are taken to the realised capital reserve (see Note 1(j). Changes in the valuations of

investments which are held at the year end and unrealised exchange differences are accounted for in the

unrealised capital reserve.

Net gains on the realisation of investments in the controlled structured entities (see Note 9) are transferred

to the Company by way of profit distributions.

The revenue reserve is distributable by way of dividends to shareholders. The realised capital reserve is

distributable by way of dividends and share buybacks. The capital redemption reserve is not distributable

and represents the nominal value of shares bought back for cancellation.

(N) TREASURY SHARES

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

are cancelled.

(O) CRITICAL ESTIMATES AND ASSUMPTIONS

Estimates and judgements used in preparing the financial information are continually evaluated and are

based on historic experience and other factors, including expectations of future events that are believed

to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results.

In preparing the financial statements, the directors have considered the impact of climate change on the

key estimates within the financialstatements.

The only estimates and assumptions that have a significant risk of causing a material adjustment to

the carrying values of assets and liabilities in the next financial year relate to the valuation of unquoted

investments. Unquoted investments are primarily the Company’s investments in unlisted funds, managed

by investment fund managers and ICG. As such there is significant estimation in the valuation of the unlisted

fund at a point in time. Note 1(c) sets out the accounting policy for unquoted investments. The carrying

amount of unquoted investments at the year end is disclosed within Note 10.

(P) SEGMENTAL REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief

operating decision maker. The chief operating decision maker who is responsible for allocating resources and

assessing performance of the segments has been identified as the Board. It is considered that the Company’s

operations comprise a single operating segment.

2 INVESTMENT RETURNS

Income from investments

Interest and dividends from investments 2,306 1,060

2,306 1,060

Deposit interest on cash 196 48

Other 63 5

259 53

Total income 2,565 1,113

Analysis of income from investments

Unquoted 2,306 1,060

2,306 1,060

Year ended

31 January 2026 31 January 2025

£’000 £’000

3 INVESTMENT MANAGEMENT CHARGES

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

43 for more details.

Management fees paid to ICG for managing ICG Enterprise Trust amounted to 1.25% (2025: 1.25%) of the

average net assets in the year.

The amounts charged during the year are set out below:

£’000 £’000 £’000 £’000 £’000 £’000

Investment management charge 1,606 14,457 16,063 1,617 14,558 16,175

Year ended 31 January 2026 Year ended 31 January 2025

Revenue Capital Total Revenue Capital Total

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

3 INVESTMENT MANAGEMENT CHARGES CONTINUED

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.

ICG Europe VIII 521 434

ICG Strategic Equity V 475 353

ICG Strategic Equity III 227 238

ICG Europe VII 217 238

ICG LP Secondaries Fund I LP 354 325

ICG Europe Mid-Market 427 87

ICG Strategic Equity IV 312 340

ICG Europe Mid-Market II 422 95

ICG Augusta Partners Co-Investor II 76 89

ICG North American Private Debt II 34 68

ICG Strategic Secondaries II 17 36

ICG Europe VI 20 23

ICG Asia Pacific III 13 15

ICG Recovery Fund 2008B — 3

ICG Europe V — 2

3,115 2,346

Year ended Year ended

31 January 2026 31 January 2025

£’000 £’000

4 OTHER EXPENSES

The Company did not employ any staff in the year to 31 January 2026 (2025: none). Expenses are presented

inclusive of irrecoverable VAT at a rate of 20%, where applicable.

Directors’ fees (see Note 5) 351 340

Fees payable to the Company’s auditor for the audit of the

Company’s annual accounts

373 170

Fees payable to the Company’s auditor and its associates for other services:

- Audit of the accounts of the subsidiaries 135 108

- Audit-related assurance services

69 71

Total auditors’ remuneration 577 349

Administrative expenses 1,343 811

2,271 1,500

Bank facility costs allocated to revenue 289 277

Interest costs allocated to revenue 638 661

Expenses allocated to revenue 3,198 2,438

Bank facility costs allocated to capital 8,850 8,417

Total other expenses 12,048 10,855

Year ended Year ended

31 January 2026 31 January 2025

£’000 £’000 £’000 £’000

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

2 The auditors have additionally provided £16k (2025: £16k) of non-audit related services permitted under the Financial Reporting Council’s

(‘FRC’) Revised Ethical Standards. The service related to agreed upon procedures over the Company’s carried interest scheme.

Included within Total other expenses above are £9.8m (2025: £9.4m) of costs related to financing and £0.5m

(2025: £0.2m credit) of other expenses which are non-recurring and are excluded from the Ongoing Charges

as detailed in the Glossary on page 77.

Professional fees of £0.2m (2025: £0.2m) incidental to the acquisition or disposal of investments are included

within gains/(losses) on investments held at fair value.

5 DIRECTORS’ REMUNERATION AND INTERESTS

The fees paid by the Company to the directors and the directors’ interests in the share capital of the

Company are shown in the Directors’ Remuneration Report on page 45. No income was received or

receivable by the directors from any other subsidiary of the Company.

6 TAXATION

In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 25%,

principally due to the Company’s status as an investment trust, which means that capital gains are not subject

to corporation tax. The effect of this and other items affecting the tax charge are shown in Note 6(b) below:

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 tax (8,429) 107,510

Profit before tax multiplied by rate of corporation tax in the UK of 25% (2025: 25%) (2,108) 26,790

Effect of:

– net investment returns not subject to corporation tax (4,279) (33,357)

– dividends not subject to corporation tax (363) (52)

– expenses not deductible for tax purposes 1,588 1,353

– taxable allocation of income and expenses from partnerships 138 489

– current year management expenses not utilised/(utilised) 5,024 4,777

Total tax charge — —

Year ended Year ended

31 January 2026 31 January 2025

£’000 £’000

The Company has £89.5m excess management expenses carried forward (2025: £70.0m). No deferred tax

assets or liabilities (2025: nil) have been recognised in respect of the carried forward management expenses

due to the uncertainty that future taxable profit will be generated that these losses can be offset against.

For all investments the tax base is equal to the carrying amount. There was no deferred tax expense relating

to the origination and reversal of timing differences in the year (2025: nil).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

7 EARNINGS PER SHARE

Year ended Year ended

31 January

2026

31 January

2025

Revenue return per ordinary share (3.55p) (4.49p)

Capital return per ordinary share (9.80p) 168.38p

Earnings per ordinary share (basic and diluted) (13.35p) 163.95p

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity

shareholders of £(2.2)m (2025: £(2.9)m) by the weighted average number of ordinary shares

outstanding during the year.

Capital return per ordinary share is calculated by dividing the capital return attributable to equity

shareholders of £(6.2)m (2025: £110.4m) by the weighted average number of ordinary shares

outstanding during the year.

Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to

equity shareholders of £(8.4)m (2025: £107.5m) by the weighted average number of ordinary shares

outstanding during the year.

The weighted average number of ordinary shares outstanding (excluding those held in treasury) during

the year was 63,153,044 (2025: 65,569,285). There were no potentially dilutive shares, such as

options or warrants, in either year.

8 DIVIDENDS

Year ended Year ended

31 January

2026

31 January

2025

£’000 £’000

Third quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p) 5,460 5,345

Final dividend in respect of year ended 31 January 2025: 10.5p per share (2024: 9.0p) 6,625 5,894

First quarterly dividend in respect of year ended 31 January 2026: 9.0p per share (2025: 8.5p) 5,669 5,557

Second quarterly dividend in respect of year ended 31 January 2026: 9.0p per share (2025: 8.5p) 5,650 5,512

Total 23,404 22,308

The Company paid a third quarterly dividend of 9.0p per share in February 2026. The Board has

proposed a final dividend of 12.0p per share (estimated cost £7.5m) in respect of the year ended

31 January 2026 which, if approved by shareholders, will be paid on 17 July 2026 to shareholders

on the Register of Members at the close of business on 3 July 2026.

9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES

SUBSIDIARY UNDERTAKINGS (CONTROLLED STRUCTURED ENTITIES)

Subsidiaries of the Company as at 31 January 2026 comprise the following controlled structured entities,

which are registered in England and Wales. ICG Lewis (Delaware) LLC is registered in Delaware, USA.

Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries.

Direct subsidiaries

Ownership

interest 2026

Ownership

interest 2025

ICG Enterprise Trust Limited Partnership —% 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 2026

Ownership

interest 2025

ET Holdings LP 99.5% 99.5%

ICG Morse Partnership LP 99.5% 99.5%

ICG Lewis Partnership LP 99.5% 99.5%

ICG Lewis (Delaware) LLC 99.5% —%

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

was formed on 31 December 2025.

In accordance with IFRS 10 (amended), the subsidiaries are not consolidated and are instead included

in unquoted investments at fair value.

The fair value of the investment in subsidiaries includes an accrual for the interests of the Co-investors (ICG

and certain of its executives and in respect of certain historical investments, the executives and connected

parties of Graphite Capital, the Former Manager) in the Co-investment Incentive Scheme. As at 31 January

2026, a total of £44.4m (2025: £53.9m) was accrued in respect of these interests. During the year the

Co-investors invested £0.7m (2025: £1.0m) into ICG Enterprise Trust Co-investment Limited Partnership.

Payments received by the Co-investors amounted to £11.9m or 3.1% of £382.3m of Total Proceeds received

in the year (2025: £10.8m or 7.1% of £150.8m Total Proceeds received). See the Report of the Directors on

page 43 for further details of the operation of the scheme.

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 2026 1,353,292 (44,392) 1,308,900

As at 31 January 2025 1,523,459 (53,910) 1,469,549

Further details of the Company’s investment Portfolio are included in the Other Information section on page 73.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

10 INVESTMENTS

The tables below analyse the movement in the carrying value of the Company’s investments in the year.

In accordance with accounting standards, subsidiary undertakings of the Company are reported at fair value

rather than on a ‘look-through’ basis.

An investee fund is considered to generate realised gains or losses if it is more than 85% drawn and has

returned at least the amount invested by the Company. All gains and losses arising from the underlying

investments of such funds are presented as realised. All gains and losses in respect of fund investments

that have not satisfied the above criteria are presented as unrealised.

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

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

Quoted Unquoted

Subsidiary

undertakings Total

£’000 £’000 £’000 £’000

Cost at 1 February 2025 — 193,458 325,637 519,095

Unrealised appreciation at 1 February 2025 — 111,771 838,683 950,454

Valuation at 1 February 2025 — 305,229 1,164,320 1,469,549

Movements in the year:

Purchases — 50,606 154,590 205,196

Sales

– capital proceeds — (60,167) (320,138) (380,305)

– realised gains/(losses) based on carrying value at previous

balance sheet date

— (1,365) — (1,365)

Movement in unrealised appreciation — 20,636 (4,811) 15,825

Valuation at 31 January 2026 — 314,939 993,961 1,308,900

Cost at 31 January 2026 — 183,897 160,089 343,986

Unrealised appreciation at 31 January 2026 — 131,042 833,872 964,914

Valuation at 31 January 2026 — 314,939 993,961 1,308,900

Quoted Unquoted

Subsidiary

undertakings Total

£’000 £’000 £’000 £’000

Cost at 1 February 2024 — 179,528 300,114 479,642

Unrealised appreciation at 1 February 2024 — 80,768 735,972 816,740

Valuation at 1 February 2024 — 260,296 1,036,086 1,296,382

Movements in the year:

Purchases — 34,144 151,292 185,436

Sales

– capital proceeds — (20,214) (125,769) (145,983)

– realised gains based on carrying value at previous balance

sheet date

— 1,530 — 1,530

Movement in unrealised appreciation — 29,473 102,711 132,184

Valuation at 31 January 2025 — 305,229 1,164,320 1,469,549

Cost at 31 January 2025 — 193,458 325,637 519,095

Unrealised appreciation at 31 January 2025 — 111,771 838,683 950,454

Valuation at 31 January 2025 — 305,229 1,164,320 1,469,549

31 January

2026

31 January

2025

£’000 £’000

Realised (losses)/gains based on carrying values at previous balance sheet date (1,365) 1,530

Increase in unrealised appreciation 15,825 132,184

Gains on investments 14,460 133,714

Gains on investments includes the ‘Realised loss based on carrying values at previous balance sheet date’,

which meet the criteria set out on this page, together with the net fair value movement on the balance of

the investee funds.

RELATED UNDERTAKINGS

At 31 January 2026, the Company held direct and indirect interests in five limited partnership and one limited

liability company subsidiaries. These interests, net of the incentive accrual as described in Note 9, were:

Investment

31 January

2026

31 January

2025

ICG Enterprise Trust Limited Partnership —% 99.9%

ICG Enterprise Trust (2) Limited Partnership 66.5% 66.5%

ICG Enterprise Trust Co-investment Limited Partnership 66.0% 66.0%

ICG Enterprise Holdings LP 99.5% 99.5%

ICG Morse Partnership LP 99.5% 99.5%

ICG Lewis (Delaware) LLC 99.5% —%

ICG Lewis Partnership LP 99.5% 99.5%

The registered address of the limited liability company is The Corporation Trust Company, Corporation

Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The registered address and principal place

of business of all other 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.

As at 31 January 2026

Investment Instrument % interest

Graphite Capital Partners VII Top Up Plus

Limited partnership interests 20.0%

Graphite Capital Partners VIII Top Up Limited partnership interests 41.1%

ICG Velocity

Limited partnership interests 42.9%

As at 31 January 2025

Investment Instrument % interest

Graphite Capital Partners VII Top Up Plus

Limited partnership interests 20.0%

Graphite Capital Partners VIII Top Up Limited partnership interests 41.1%

ICG Velocity

Limited partnership interests 32.5%

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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

11 CASH AND CASH EQUIVALENTS

31 January

2026

31 January

2025

£’000 £’000

Cash at bank and in hand 33,837 3,927

12 PREPAYMENTS AND RECEIVABLES

31 January

2026

31 January

2025

£’000 £’000

Prepayments and accrued income 1,486 2,018

As at 31 January 2026, prepayments and accrued income included £1.1m (2025: £2.0m) of unamortised

costs in relation to the bank facility. Of this amount £0.8m (2025: £0.8m) is expected to be amortised in

less than one year.

13 PAYABLES – CURRENT

31 January

2026

31 January

2025

£’000 £’000

Accruals 5,081 11,171

Credit facility drawn 66,570 131,931

71,651 143,102

Bank facility details are shown in the Liquidity risk section of Note 17 on page 68.

14 SHARE CAPITAL

Authorised Issued and fully paid

Nominal Nominal

Equity share capital Number £’000 Number £’000

Balance at 31 January 2026 120,000,000 12,000 63,554,192 6,355

Balance at 31 January 2025 120,000,000 12,000 72,913,000 7,292

All ordinary shares have a nominal value of 10.0p. At 31 January 2026, 63,554,192 (2025: 72,913,000)

shares had been allocated, called up and fully paid. During the year, 2,032,722 shares were bought back

in the market and held in treasury (2025: 2,932,675 shares). On 30 April 2025, the Company cancelled

9,358,808 10p ordinary shares that were held in treasury. Following the cancellation, the Company had

63,554,192 ordinary shares in issue. At 31 January 2026, the Company held 1,314,722 shares in treasury

(2025: 8,640,808) and had 62,239,470 (2025: 64,272,192) shares outstanding, all of which have equal

voting rights.

31 January

2026

31 January

2025

Shares held in treasury 1,314,722 8,640,808

Shares not held in treasury 62,239,470 64,272,192

Total 63,554,192 72,913,000

15 NET ASSET VALUE PER SHARE

The net asset value per share is calculated on equity attributable to equity holders of £1,272.6m (2025:

£1,332.4m) and on 62,239,470 (2025: 64,272,192) 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 2,044.6p (2025: 2,072.9p).

16 CAPITAL COMMITMENTS AND CONTINGENCIES

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

ICG LP Secondaries Fund II (Feeder) SCSp 65,758 —

ICG LP Secondaries Fund I LP 28,378 41,146

ICG Strategic Equity V 26,866 36,868

ICG Europe IX 21,447 —

ICG Europe Mid-Market Fund II

17,543 19,245

ICG Augusta Partners Co-Investor 15,822 17,775

ICG Strategic Secondaries Fund II 15,340 16,938

ICG Ludgate Hill (Feeder B) SCSp

14,081 13,591

ICG Europe VIII

11,224 14,339

ICG Strategic Equity Fund III 10,166 11,201

ICG Europe VII

5,907 6,082

ICG Strategic Equity IV 5,618 7,055

ICG Ludgate Hill (Feeder) IIIA Porsche SCSp 5,154 5,691

ICG Europe Mid-Market Fund

4,966 5,524

ICG Ludgate Hill (Feeder) II Boston SCSp 4,883 5,392

ICG Ludgate Hill (Feeder) Domino SCSp 3,952 —

ICG Europe VI

4,157 4,013

ICG Asia Pacific Fund III 2,242 2,523

ICG Midsummer 1,862 —

ICG North American Private Debt Fund II 1,804 2,097

ICG Colombe Co-investment

1,876 1,811

Commitments of less than £1,000,000 at 31 January 2026 6,263 15,347

Total ICG 275,308 226,638

Graphite Capital Partners VIII

4,124 4,124

Graphite Capital Partners IX 942 2,281

Graphite Capital Partners VII

456 456

Total Graphite funds 5,522 6,861

31 January

2026

£'000

31 January

2025

£'000

1 Includes interest acquired through a secondary fund purchase.

2 Includes the associated Top Up funds.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

16 CAPITAL COMMITMENTS AND CONTINGENCIES CONTINUED

Advent International GPE XI-D Scsp 17,324 —

Green Equity Investors (Lux) X, S.C.Sp.

14,613 —

Thomas H Lee Equity Fund X

14,613 —

Hg Saturn 4 B L.P

14,576 —

Leeds VIII-A

12,886 16,135

PAI VIII

12,430 12,356

Integrum II

11,735 —

GHO Capital IV EUR LP

11,264 —

New Mountain Strategic Equity Fund II, L.P.

10,960 —

Bowmark VII

10,890 15,000

Thoma Bravo XVI-A

9,926 12,101

Cinven VIII

9,550 11,748

New Mountain VII

9,436 14,299

CVC IX A

9,240 10,546

Hg Genesis 11 B L.P

8,662 —

Investindustrial VIII

8,261 12,009

Bain VI

7,504 9,939

CDR XII

7,343 8,908

Hellman Friedman XI (Parallel)

7,306 8,067

Advent International X-A

6,517 8,039

Genstar Capital Partners XI (EU)

6,302 7,455

Apax XI EUR

6,248 6,860

Bregal Unternehmerkapital IV-A

6,247 7,762

The Resolute Fund VI

5,646 8,577

Permira VIII

5,409 7,618

Green Equity Investors Side IX

5,000 7,618

Investindustrial VII

4,143 4,895

Bowmark VI

3,975 3,357

Oak Hill VI (Offshore)

3,884 5,034

American Securities IX

3,653 4,034

Trident X Parallel Fund, L.P

3,653 —

TH Lee IX

3,271 3,998

Audax Private Equity VII-B

3,180 4,546

BC XI

3,166 3,710

Five Arrows III

3,151 1,823

CVC VII

3,140 2,944

Ivanti

2,698 2,979

Valeas Capital Partners I A

2,526 2,973

Charlesbank X

2,406 1,685

Hg Genesis X

2,324 3,326

Audiotonix

2,243 2,243

BSI Software

2,016 1,265

Commitments of less than £2,000,000 at 31 January 2026

55,192

85,838

Total third party 354,509 319,687

Total commitments 635,339 553,186

31 January

2026

£’000

31 January

2025

£’000

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 2026, the Company (excluding its subsidiaries) had uncalled commitments in relation

to the above Portfolio of £174.4m (2025: £114.3m). The Company did not have any contingent liabilities

at 31 January 2026 (2025: none).

The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation

to the above Portfolio of £460.9m (2025: £438.9m). 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 co-ordinating 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED

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

Sterling Euro USD Other Total

31 January 2026 £’000 £’000 £’000 £’000 £’000

Investments 1,026,902 85,458 196,546 (6) 1,308,900

Cash and cash equivalents and other net

current assets/(liabilities)

(44,933) 6,233 2,369 3 (36,328)

981,969 91,691 198,915 (3) 1,272,572

Sterling Euro USD Other Total

31 January 2025 £’000 £’000 £’000 £’000 £’000

Investments 1,201,166 81,755 186,623 5 1,469,549

Cash and cash equivalents and other net

current assets/(liabilities)

(139,168) 1,385 618 8 (137,157)

1,061,998 83,140 187,241 13 1,332,392

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 £117.4m and a rise of £114.9m in the value of shareholders’

equity and on profit after tax at 31 January 2026 respectively (2025: a fall of £71.3m and a rise of £65.1m

based on a 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 £181.5m and a rise of £178.4m in the value of shareholders’ equity and on profit after

tax at 31 January 2026 respectively (2025: a fall of £158m and a rise of £152.1m based on a 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 2026 31 January 2025

Increase in

variable

Decrease in

variable

Increase in

variable

Decrease in

variable

£’000 £’000 £’000 £’000

30% (2025: 30%) movement in the price of investments

Impact on profit after tax 372,686 (382,564) 423,339 (370,568)

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 fair value of unquoted investments.

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.

Additionally, the Company is exposed to credit risk through its investments in unquoted companies and the

Company’s subsidiaries (refer to Note 10).

Cash is held on deposit with Royal Bank of Scotland (‘RBS’) and totalled £33.8m (2025: £3.9m). 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 2026 (2025: 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, as detailed on page 35 of the Strategic Report. 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED

At the year end, the Company had cash and cash equivalents totalling £33.8m and had access to committed

bank facilities of £260m maturing in May 2029, 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 2026, the Company’s total financial liabilities amounted to £71.7m (2025: £143.1m)

of payables which were due in less than one year, which includes accrued balances payable in respect

of the credit facility above.

MOVEMENTS IN FINANCIAL LIABILITIES ARISING FROM FINANCING ACTIVITIES

The following table sets out the movements in total liabilities held at amortised cost arising from financing

activities undertaken during the year.

31 January

2026

31 January

2025

£’000 £’000

At 1 February

134,775 22,062

Proceeds from borrowings

126,608 139,762

Repayment of long-term borrowings

(196,875) (27,831)

Foreign exchange and other movements

2,061 782

At 31 January

66,569 134,775

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 £32.7m (2025: £128.0m).

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 complied with its

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 2026, the composition of which is shown on the balance sheet, was £1,272.6m (2025: £1,332.4m).

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 68.

The following table presents the assets that are measured at fair value at 31 January 2026 and 31 January 2025:

31 January 2026

Level 1 Level 2 Level 3 Total

£’000 £’000 £’000 £’000

Investments held at fair value

Unquoted investments – indirect — — 148,108 148,108

Unquoted investments – direct — — 166,831 166,831

Quoted investments – direct — — — —

Subsidiary undertakings — — 993,961 993,961

Total investments held at fair value — — 1,308,900 1,308,900

31 January 2025

Level 1 Level 2 Level 3 Total

£’000 £’000 £’000 £’000

Investments held at fair value

Unquoted investments – indirect — — 150,987 150,987

Unquoted investments – direct — — 154,242 154,242

Quoted investments – direct — — — —

Subsidiary undertakings — — 1,164,320 1,164,320

Total investments held at fair value — — 1,469,549 1,469,549

All investments are valued at fair value in accordance with IFRS 13. The Company has no quoted investments as

at 31January 2026 (2025: nil); 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 2026 and 31 January 2025.

31 January 2026

Unquoted 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 balances 153,045 152,184 1,164,320 1,469,549

Additions 21,171 29,435 154,590 205,196

Disposals (33,486) (26,681) (320,138) (380,305)

Gains and losses recognised in profit or loss 16,190 3,081 (4,811) 14,460

Closing balance 156,920 158,019 993,961 1,308,900

31 January 2025

Unquoted 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 balances 136,473 123,823 1,036,086 1,296,382

Additions 18,124 16,020 151,292 185,436

Disposals (16,076) (4,138) (125,769) (145,983)

Gains and losses recognised in profit or loss 14,524 16,479 102,711 133,714

Closing balance 153,045 152,184 1,164,320 1,469,549

The additions figure includes amounts of £11.1m (2025: £8.9m) from the parent to subsidiary which relate

to incentive payments that are included in the ‘Cash flow to subsidiaries’ investments line in the cash flow

statement. The gains and losses recognised in profit or loss in the note do not align directly with the income

statement due to difference in classification and disclosure requirements.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

18 RELATED PARTY TRANSACTIONS

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

ICG Enterprise Trust Limited Partnership

Increase in amounts owed to subsidiaries 492 —

Decrease in amounts owed to subsidiaries — (8,689)

Income allocated — —

ICG Enterprise Trust (2) Limited Partnership

Increase in amounts owed to subsidiaries 4,714 —

Decrease in amounts owed to subsidiaries — (2,956)

Income allocated 52 (169)

ICG Enterprise Trust Co-Investment LP

Increase in amounts owed by subsidiaries — 33,229

Decrease in amounts owed to subsidiaries (59,839) —

Income allocated 2,444 2,127

ICG Enterprise Holdings LP

Increase in amounts owed by subsidiaries — —

Decrease in amounts owed to subsidiaries — —

Income allocated 3,410 4,224

ICG Morse Partnership LP

Increase in amounts owed by subsidiaries — —

Decrease in amounts owed to subsidiaries — —

Income allocated — —

ICG Lewis Partnership LP

Increase in amounts owed by subsidiaries 446 687

Decrease in amounts owed to subsidiaries — —

Income allocated — —

ICG Lewis (Delaware) LLC

Increase in amounts owed by subsidiaries — —

Decrease in amounts owed to subsidiaries — —

Income allocated — —

Subsidiary Nature of transaction

Year ended

31 January

2026

£’000

Year ended

31 January

2025

£’000

ICG Enterprise Trust Limited Partnership transferred its remaining assets to ICG Enterprise Trust plc during

the year ended 31 January 2025. The Partnership was dissolved on 31 July 2025 and ceased to be a subsidiary.

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

Directors as disclosed on page 39. Details of remuneration are disclosed below and in further detail in the

Directors’ Remuneration Report on page 45.

Remuneration in the year (audited)

Fees Expenses Total

Name

2026

£’000

2025

£’000

2026

£’000

2025

£’000

2026

£’000

2025

£’000

Jane Tufnell 76 74 — — 76 74

Alastair Bruce 62 60 — — 62 60

David Warnock 61 59 — — 61 59

Gerhard Fusenig

50 48 2 3 52 51

Adiba Ighodaro 50 48 — — 50 48

Janine Nicholls 50 48 — — 50 48

Total 349 337 2 3 351 340

1 Gerhard Fusenig is resident in Switzerland and the Company has agreed to pay for his costs of travel to London (including appropriate

accommodation) to attend meetings of the Board.

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.

Amount owed by subsidiaries Amount owed to subsidiaries

Subsidiary

31 January 2026

£’000

31 January 2025

£’000

31 January 2026

£’000

31 January 2025

£’000

ICG Enterprise Trust Limited Partnership — — — (492)

ICG Enterprise Trust (2) Limited Partnership — — 36,085 31,372

ICG Enterprise Trust Co-Investment LP 213,716 273,555 — —

ICG Enterprise Holdings LP — — — —

ICG Morse Partnership LP — — — —

ICG Lewis Partnership LP 9,015 8,569 — —

ICG Lewis (Delaware) LLC — — — —

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

18 RELATED PARTY TRANSACTIONS CONTINUED

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

ICG Strategic Equity IV 5,618 34,146 7,055 32,851

ICG Europe VIII 11,224 32,346 14,339 23,640

ICG Vanadium Co-Investment 255 23,497 246 16,180

ICG Strategic Equity Fund III 10,166 21,740 10,727 31,043

ICG LP Secondaries Fund I LP 28,378 21,061 41,146 12,175

ICG Ludgate Hill (Feeder B) SCSp 14,081 18,409 13,591 23,814

ICG Strategic Equity V 26,866 17,949 36,868 7,101

ICG Ludgate Hill (Feeder) Domino SCSp 3,952 17,364 — —

ICG Augusta Partners Co-Investor 15,822 16,189 17,775 20,469

ICG Midsummer 1,862 14,965 — —

ICG Ludgate Hill (Feeder) III A Porsche SCSp 5,154 14,552 5,691 17,995

ICG Colombe Co-investment 1,876 14,404 1,810 13,795

ICG Cheetah Co-Investment 636 14,379 635 11,123

ICG Ludgate Hill (Feeder) II Boston SCSp 4,883 13,878 5,392 16,030

CX VIII Co-Investment 173 13,062 167 9,076

ICG Match Co-Investment 119 12,904 132 15,253

ICG Europe VII 5,907 12,879 6,082 30,721

ICG MXV Co-Investment 245 12,690 8,361 32,728

ICG Europe Mid-Market Fund 4,966 12,354 5,524 13,494

ICG Newton Co-Investment 393 10,167 393 17,808

ICG Dallas Co-Investment 797 8,600 1,240 8,172

Year ended 31 January 2026 Year ended 31 January 2025

Fund/Co-investment

Remaining

commitment

£’000

Fair value

investment

£’000

Remaining

commitment

£’000

Fair value

investment

£’000

ICG Asia Pacific Fund III 2,242 6,985 2,523 8,706

ICG Sunrise Co-Investment 77 6,399 75 5,840

ICG Recovery Fund 2008 B1 728 5,758 846 4,954

ICG Crown Co-Investment 58 4,910 96 5,492

ICG Europe Mid-Market II 17,543 4,163 19,245 1,534

ICG Strategic Secondaries Fund II 15,340 4,016 16,938 4,853

ICG Holiday Co-Investor I 259 2,944 286 3,748

ICG Holiday Co-Investor II 180 2,178 199 2,775

ICG North American Private Debt Fund II 1,804 1,937 2,097 3,061

ICG Europe VI 4,157 1,130 4,013 2,814

ICG Europe IX 21,447 234 — —

ICG Europe V 561 127 545 757

ICG Diocle Co-Investment 150 65 145 81

ICG Velocity Partners Co-Investor 588 16 650 18

ICG European Fund 2006 B1 497 5 480 15

ICG Cross Border 165 — 182 273

ICG LP Secondaries Fund II (Feeder) SCSp 65,758 — — —

ICG Progress Co-Investment 381 — 421 17,265

ICG Trio Co-Investment — — 36 —

ICG Topvita Co-Investment — — 687 —

Total

275,308 398,401 226,638 415,652

Year ended 31 January 2026 Year ended 31 January 2025

Fund/Co-investment

Remaining

commitment

£’000

Fair value

investment

£’000

Remaining

commitment

£’000

Fair value

investment

£’000

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

There have been no material events since the balance sheet date.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

OTHER

INFORMATION

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

73 30 largest fund investments

74 Portfolio analysis

76 Glossary

79 Shareholder information

80 Investment policy

81 Additional disclosures required by

the Alternative Investment Fund

Managers Directive

82 How to invest in ICG Enterprise Trust plc

The table below presents the 30 largest fund investments by value at 31 January 2026. The valuations are

net of underlying managers’ fees and carried interest.

1 ICG STRATEGIC EQUITIES FUND IV

GP-led secondary transactions 2021 34.1 5.6

2 ICG EUROPE VIII

Mezzanine and equity in mid-market buyouts 2021 32.3 11.2

3 ICG STRATEGIC EQUITIES FUND III

GP-led secondary transactions 2018 21.7 10.2

4 CVC EUROPEAN EQUITY PARTNERS VII

Large buyouts 2017 21.3 3.1

5 ICG LP SECONDARIES FUND I LP

LP-led secondary transactions 2022 21.1 28.4

6 GRIDIRON CAPITAL FUND III

Mid-market buyouts 2016 20.1 1.2

7 SEVENTH CINVEN

Large buyouts 2019 19.8 1.7

8 PAI EUROPE VII

Mid-market and large buyouts 2017 18.5 1.5

9 ICG LUDGATE HILL (FEEDER B)

Secondary portfolio 2021 18.4 14.1

10 ICG STRATEGIC EQUITIES FUND V

GP-led secondary transactions 2023 17.9 26.9

11 OAK HILL V

Mid-market buyouts 2019 17.6 0.5

12 ICG LUDGATE HILL (FEEDER) DOMINO

Secondary portfolio 2025 17.4 4.0

13 RESOLUTE V

Mid-market buyouts 2021 17.1 0.6

14 INVESTINDUSTRIAL VII

Mid-market buyouts 2019 16.3 4.1

15 ICG AUGUSTA PARTNERS CO-INVESTOR**

Secondary fund restructurings 2018 16.2 15.8

16 GRIDIRON CAPITAL FUND V

Mid-market buyouts 2022 15.0 1.7

Fund

Year of

commitment

Value

£m

Outstanding

commitment

£m

17 GRAPHITE CAPITAL PARTNERS VIII*

Mid-market buyouts 2013 14.7 4.1

18 TAILWIND CAPITAL PARTNERS III

Mid-market buyouts 2018 14.6 1.1

19 ADVENT GLOBAL PRIVATE EQUITY IX

Large buyouts 2019 14.6 0.5

20 CVC CAPITAL PARTNERS VIII

Large buyouts 2020 14.6 0.5

21 ICG LUDGATE HILL III

Secondary portfolio 2022 14.6 5.2

22 GRAPHITE CAPITAL PARTNERS IX

Mid-market buyouts 2018 14.5 0.9

23 ICG LUDGATE HILL (FEEDER) II BOSTON SCSP

Secondary portfolio 2022 13.9 4.9

24 GRIDIRON CAPITAL FUND IV

Mid-market buyouts 2019 13.5 0.4

25 ADVENT GLOBAL PRIVATE EQUITY X

Large buyouts 2022 13.3 6.5

26 NEW MOUNTAIN PARTNERS VI

Mid-market buyouts 2020 13.2 1.6

27 ICG EUROPE VII

Mezzanine and equity in mid-market buyouts 2018 12.9 5.9

28 THOMAS H LEE EQUITY FUND IX

Mid-market and large buyouts 2021 12.8 3.3

29 BOWMARK CAPITAL PARTNERS VI

Mid-market buyouts 2018 12.6 4.0

30 ICG EUROPE MID-MARKET FUND

Mezzanine and equity in mid-market buyouts 2019 12.4 5.0

Total of the largest 30 fund investments 517.2 174.3

Percentage of total investment Portfolio 38.2%

* Includes the associated Top Up funds.

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

Fund

Year of

commitment

Value

£m

Outstanding

commitment

£m

30 LARGEST FUND INVESTMENTS (UNAUDITED)

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2026.

The valuations are gross of underlying managers’ fees and carried interest.

1 CIRCANA

Provider of mission-critical data and predictive

analytics to consumer goods manufacturers

New Mountain 2022 United States 2.1%

2 VISMA

Provider of business management software and

outsourcing services

Hg /

ICG

2017/ 2020 /

2024

Norway 2.0%

3 LEAF HOME SOLUTIONS

Provider of home maintenance services Gridiron 2016 / 2025 United States 1.8%

4 CURIUM PHARMA

Supplier of nuclear medicine diagnostic

pharmaceuticals

ICG 2020 United Kingdom 1.8%

5 EXAIL

Provider of autonomous systems for the

aerospace and maritime sectors

ICG 2022 France 1.7%

6 DAVIES GROUP

Provider of speciality business process

outsourcing services

BC 2021 United Kingdom 1.6%

7 CRUCIAL LEARNING

Provider of corporate training courses focused on

communication skills and leadership development

Leeds Equity 2019 United States 1.4%

8 VISTAGE

Provider of CEO leadership and coaching for

small and mid-size businesses in the US

Gridiron 2022 United States 1.4%

9 AMBASSADOR THEATRE GROUP

Operator of theatres and ticketing platforms ICG 2021 United Kingdom 1.4%

10 PRECISELY

Provider of enterprise software Clearlake /

ICG

2021 / 2022 United States 1.3%

11 KRONOSNET

Provider of tech-enabled customer engagement

and business solutions

ICG 2022 Spain 1.3%

12 MINIMAX

Supplier of fire protection systems and services ICG 2018 /

2024 / 2025

Germany 1.3%

13 CHEWY

Online retailer of pet food and products BC 2014 /

2015 / 2022

United States 1.2%

14 PLANET PAYMENT

Provider of integrated payments services focused

on hospitality and luxury retail

Eurazeo /

ICG

2021 Ireland 1.2%

15 AUDIOTONIX

Manufacturer of audio mixing consoles PAI 2024 United Kingdom 1.1%

Company Manager

Year of

investment Country

Value as

a % of

Portfolio

16 CLASS VALUATION

Provider of residential mortgage appraisal

management services

Gridiron 2021 United States 1.1%

17 YUDO

Designer and manufacturer of hot runner systems ICG 2017 / 2018 South Korea 1.1%

18 DIGICERT

Provider of enterprise security solutions ICG 2021 United States 1.1%

19 DOMUSVI

Operator of nursing homes ICG 2017 / 2021 France 1.1%

20 BROOKS AUTOMATION

Provider of semiconductor manufacturing

solutions

TH Lee 2021 / 2022 United States 1.0%

21 EUROPEAN CAMPING GROUP

Operator of premium campsites and holiday

parks

PAI 2021 /

2022 /

2023 / 2025

France 1.0%

22 MULTIVERSITY

Provider of online higher education CVC /

ICG

2024 Italy 0.9%

23 PING IDENTITY

Provider of cyber security solutions Thoma Bravo 2022 / 2023 United States 0.9%

24 DATAVANT

Provider of healthcare data ICG 2023 United States 0.9%

25 ARCHER

Developer of governance, risk and compliance

software intended for risk management

Cinven 2023 United States 0.9%

26 NEWTON

Provider of management consulting services ICG 2021 / 2022 United Kingdom 0.8%

27 DAYFORCE

Provider of human capital management solutions Thoma Bravo 2026 United States 0.8%

28 GLOBAL MARKET FOODS

Speciality distributor of international foods Audax 2026 United States 0.8%

29 AMEOS GROUP

Operator of private hospitals ICG 2021 Switzerland 0.8%

30 AVID BIOSERVICES

Provider of biologic drug development and

manufacturing services

GHO 2025 United States 0.7%

Total of the 30 largest underlying investments 36.9%

Company Manager

Year of

investment Country

Value as

a % of

Portfolio

This section presents supplementary information regarding the Portfolio (see the Manager’s review and the

Glossary for further details and definitions).

PORTFOLIO ANALYSIS (UNAUDITED)

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

PORTFOLIO COMPOSITION

Portfolio by calendar year

of investment

% of value of

underlying investments

31 January 2026

% of value of

underlying investments

31 January 2025

2026

0.7% —%

2025

9.7% 0.5%

2024

12.5% 10.1%

2023

8.5% 7.6%

2022

19.7% 18.5%

2021

22.3% 25.7%

2020

7.9% 8.6%

2019

8.2% 10.3%

2018

2.9% 7.3%

2017 and older

7.6% 11.4%

Total 100.0% 100.0%

Portfolio by sector

% of value of

underlying investments

31 January 2026

% of value of

underlying investments

31 January 2025

TMT

30.1% 29.9%

Consumer goods and services

14.5% 18.1%

Healthcare

12.6% 11.5%

Business services

11.0% 12.4%

Financials

10.6% 7.8%

Industrials

10.3% 5.0%

Education

5.1% 7.6%

Leisure

2.3% 4.0%

Other

3.5% 3.7%

Total 100.0% 100.0%

Portfolio by invested currency

31 January 2026

£m

31 January 2026

31 January 2025

£m

31 January 2025

US dollar 771 57.0% 796 52.4%

Euro 478 35.3% 584 38.4%

Sterling 104 7.7% 140 9.2%

Total 1,353 100.0% 1,520 100.0%

1 Currency exposure by reference to the reporting currency of each investment.

PORTFOLIO ANALYSIS (UNAUDITED) CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Alternative Performance Measures (‘APMs’) 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 is calculated by comparing the NAV per Share with an adjusted NAV

per Share as follows:

Year ended

31 January 2026

Since inception

(Oct. 22)

Opening number of shares

64,278,192 68,517,055

Number of shares bought back in period

2,038,722 6,277,585

Closing number of shares

62,239,470 62,239,470

31 January 2026 NAV

£1,273m £1,273m

Add back cash invested in buybacks

£28m £79m

31 January 2026 NAV

+ cash invested in buybacks

£1,300m £1,351m

31 January 2026 NAV per Share

2,044.6 p 2,044.6 p

E (C/B)

Pro forma NAV per Share excluding buybacks

2,023.1p 1,972p

F (D/A)

Impact of buybacks

21.5p 72.6p

G (E-F)

NAV per Share accretion

from buybacks

1.1% 3.7%

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 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 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 is a Direct Investment in a company alongside a private equity fund.

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 represents the amount of capital that each investor agrees to contribute to a fund or a specific

investment.

Compound Annual Growth Rate (‘CAGR’) is the 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 See ‘Total New Investment’.

Direct Investment is 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 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 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

performance measure in the private equity industry.

Enlarged Perimeter The aggregate value of the Top 30 Companies and as many of the managers from

within the Top 30 funds as practicable (70% of Portfolio value at 31 January 2026).

Enterprise Value (‘EV’) 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 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 are where the Company receives sales proceeds from the full or partial sale of a fund position

within the secondary market.

General Partner (‘GP’) The General Partner is the entity managing aprivate equity fund. This is commonly

referred to as the manager.

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 Offering (‘IPO’) An IPO 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 Return (‘IRR’) 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 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 Months (‘LTM’) refers to the timeframe of the immediately preceding 12 months in reference

to financial metrics used to evaluate the Company’s performance.

Limited Partner (‘LP’) The 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.

GLOSSARY (UNAUDITED)

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Net Asset Value per Share (‘NAV 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, excluding treasury shares. 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 is calculated as the total short-term and long-term debt in a business, less cash and cash

equivalents.

Ongoing Charges are calculated capturing 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 2026

Total per income

statement

£’000

Amount excluded

from Ongoing

Charges

£’000

Included Ongoing

Charges

£’000

Management fees 16,063 16,063

General expenses 2,273 (473)

1,800

Finance costs 9,775 (9,775) —

Total 28,111 (10,248) 17,863

Total Ongoing Charges 17,863

Average NAV 1,285,750

Ongoing Charges as % of NAV 1.39%

31 January 2025

Total per income

statement

£’000

Amount excluded

from Ongoing

Charges

£’000

Included Ongoing

Charges

£’000

Management fees 16,175 — 16,175

General expenses 1,500 165 1,665

Finance costs 9,354 (9,354) —

Total 27,029 (9,189) 17,840

Total Ongoing Charges 17,840

Average NAV 1,294,186

Ongoing Charges as % of NAV 1.38%

Included within General expenses above are £0.5m (2025: £0.2m (credit)) of other expenses which are

non-recurring and are excluded from the Ongoing Charges.

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 refers to where private equity fund investors make Commitments exceeding the amount

of cash 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 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 2026 is £1,352.9m (2025: £1,523.1m).

The closest equivalent amount reported on the balance sheet is ‘investments at fair value’. A reconciliation

of these two measures along with other figures aggregated for the Company and its subsidiary Limited

Partnerships is presented below:

31 January 2026 £m

IFRS balance

sheet fair value

Net assets of

subsidiary Limited

Partnerships

Co-investment

Incentive Scheme

Accrual

Total Company

and subsidiary

Limited

Partnerships

Investments

1,308.9 (0.4) 44.4 1,352.9

Cash 33.8 33.8

Other Net Liabilities (70.1) 0.4 (44.4) (114.1)

Net assets 1,272.6 — — 1,272.6

31 January 2025 £m

IFRS balance sheet

fair value

Net assets of

subsidiary Limited

Partnerships

Co-investment

Incentive Scheme

Accrual

Total Company and

subsidiary Limited

Partnerships

Investments

1,469.5 (0.3) 53.9 1,523.1

Cash 3.9 3.9

Other Net Liabilities (141.0) 0.3 (53.9) (194.6)

Net assets 1,332.4 — — 1,332.4

1 Investments 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 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 4.8% is calculated as follows:

£m 31 January 2026 31 January 2025

Income, gains and losses on investments 126.3 142.0

Foreign exchange gains and losses included in gains and losses on investments (55.1) 5.4

Incentive accrual valuation movement 1.7 (9.3)

Total gains on Portfolio investments excluding impact of foreign exchange 72.9 138.1

Opening Portfolio valuation 1,523.1 1,349.0

Portfolio Return on a Local Currency Basis 4.8 % 10.2%

GLOSSARY (UNAUDITED) CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Portfolio Company refers to an individual company in an investment portfolio.

Primary Investment is a Commitment to a private equity fund.

Preferred Return is the preferential rate of return on an individual investment or a portfolio of investments,

which is typically 8% per annum.

Premium occurs when the share price is higher than the NAV and investors would therefore be paying more

than the value attributable to the shares by reference to the underlying assets.

Quoted Company is any company whose shares are listed or traded on a recognised stock exchange.

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 is the average return from Full Exits from the Portfolio in the period on a

primary investment basis, weighted by cost.

£m 31 January 2026 31 January 2025

Cumulative realisation proceeds from full exits in the year 195.8 73.7

Cost 80.2 35.9

Average multiple of cost 3.0x 2.9x

Realisations – Uplift to Carrying Value is the aggregate uplift on Full Exits from the Portfolio in the period

comparing realisation proceeds to the most recent valuation prior to the announcements of the disposal.

This measure excludes publicly listed companies that were exited via sell downs of their shares.

£m 31 January 2026 31 January 2025

Realisation Proceeds from Full Exits in the year 195.8 73.7

Prior Carrying Value (most recent valuation prior to the announcement of the

disposal) 176.1 62.0

Realisation – Uplift to Carrying Value 11.2% 19.0%

Secondary Investments occur when existing private equity fund interests and Commitments are purchased

from an investor seeking liquidity.

Share buybacks, or stock repurchases, occur when a company uses its own funds to buy its outstanding shares

in the open market, thereby reducing the number of shares in circulation. As a result of buybacks, existing

shareholders own a greater percentage of the company’s assets and profits. If share buybacks are executed

at a discount to NAV, the buyback will increase the NAV per Share of the remaining shares outstanding.

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 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:

£m 31 January 2026 31 January 2025

Purchase of Portfolio investments per cash flow statement 50.6 34.1

Purchase of Portfolio investments within subsidiary investments 154.8 152.2

Return of invested cost/expenses (11.1) (4.9)

Total New Investment 194.2 181.4

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.

Movements in the cash flow statement within the financial statements reconcile to the movement in the

Portfolio as follows:

£m 31 January 2026 31 January 2025

Sale of Portfolio investments per cash flow statement 60.1 20.0

Sale of Portfolio investments, interest received and dividends received within

subsidiary investments 320.1 125.8

Interest income per cash flow statement 0.7 0.5

Dividend income per cash flow statement 1.5 0.5

Other income per cash flow statement 0.3 0.1

Return of invested cost 3.6 4.6

Deal costs arising from Secondary Sales (3.9) (0.6)

Total Proceeds 382.3 150.8

Fund Disposals (66.3) —

Realisation Proceeds 316.0 150.8

Total Return is 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 are Commitments that have not yet been drawn down (please see ‘Drawdowns’).

Unquoted Company is any company whose shares are not listed or traded on a recognised stock exchange.

Valuation Date is the date of the valuation report issued by the underlying manager.

GLOSSARY (UNAUDITED) CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

ADDRESS

ICG Enterprise Trust plc

Procession House

55 Ludgate Hill

London EC4M 7JW

020 3545 2000

Registered number: 01571089

Place of registration: England

WEBSITE

icg-enterprise.co.uk

REGISTRAR

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

www-uk.computershare.com/investor

Telephone: 0370 889 4091

COLUMBIA THREADNEEDLE SAVINGS SCHEMES

Investors through Columbia Threadneedle savings

plans can contact the Investor Services team on:

Telephone: 0345 600 3030

Email: investor.enquiries@columbiathreadneedle.com

FINANCIAL CALENDAR

The announcement and publication of the

Company’s results may normally be expected

in the months shown below:

May: Final results for year announced, Annual

Report and Accounts published

June: Annual General Meeting and first quarter’s

results announced

October: Interim figures announced and half-yearly

report published

January: Third quarter’s results announced

All announcements can be viewed on the Company’s

website (see above).

MANAGER

ICG Alternative Investment Limited

Procession House

55 Ludgate Hill

London EC4M 7JW

020 3545 2000

Authorised and regulated by the Financial Conduct

Authority (FRN: 606186).

BROKER

Deutsche Numis

45 Gresham Street

London EC2V 7BF

020 7260 1000

DIVIDEND: 2025/2026

Quarterly dividends of 9 pence were paid on:

• 29 August 2025

• 28 November 2025

• 27 February 2026

A final dividend of 12 pence is proposed in respect of

the year ended 31 January 2026, payable as follows:

Ex-dividend

date:

2 July 2026 (shares trade without rights

to the dividend).

Record date: 3 July 2026 (last date for registering

transfers to receive the dividend).

Dividend

payment date:

17 July 2026

2025/2026 DIVIDEND PAYMENT DATES

It is anticipated that quarterly dividends

will be paid in the following months:

• September 2026

• December 2026

• March 2027

• July 2027

PAYMENT OF DIVIDENDS

Cash dividends will be sent by cheque to the first-

named shareholder at their registered address, to

arrive on the payment date.

Alternatively, dividends may be paid direct into a

shareholder’s bank account via Bankers’ Automated

Clearing Service (‘BACS’). This can be arranged by

contacting the Company’s Registrar, Computershare

Investor Services PLC.

SHARE PRICE

The Company’s mid-market ordinary share price

is published daily in the Financial Times and Daily

Telegraph under the section ‘Investment Companies’.

In the Financial Times the ordinary share price is

listed in the sub-section ‘Conventional-Private Equity’.

REGISTRAR SERVICES

Communications with shareholders are mailed

to the address held in the share register. Any

notifications and enquiries relating to the registered

share holdings, including a change of address

or other amendment, should be directed to

Computershare Investor Services PLC. For those

shareholders that hold their shares through the

Columbia Threadneedle savings plans, please

contact the Investor Services team

(investor.enquiries@ columbiathreadneedle.com).

E-COMMUNICATIONS FOR SHAREHOLDERS

ICG Enterprise Trust plc would like to encourage

shareholders to receive shareholder documents

electronically, via our website or email notification

instead of hard copy format. This is a faster and

more environmentally friendly way of receiving

shareholder documents.

The online investor centre from our Registrar,

Computershare, provides all of the information

required regarding your shares.

Its features include:

• The option to receive shareholder

communications electronically instead of by post.

• Direct access to data held for you on the share

dividend details.

• The ability to change your address or dividend

instructions online.

To receive shareholder communications

electronically in the future, including all reports and

notices of meetings, you just need the Shareholder

Reference Number printed on your proxy form or

dividend notices, and knowledge of your registered

address. Please register your details free at

investorcentre.co.uk.

For those shareholders that hold their shares through

the Columbia Threadneedle savings plans, please contact

the Columbia Threadneedle Investor Services team

(investor.enquiries@columbiathreadneedle.com)

to register your details for e-communications.

ISIN/SEDOL NUMBERS

The ISIN/SEDOL numbers and ticker for the

Company’s ordinary shares are:

ISIN: GB0003292009

SEDOL: 329200

Reuters: ICGT.L

AIC

The Company is a member of the Association

of Investment Companies (theaic.co.uk).

LEGAL NOTICE

‘FTSE’ is a trade mark of certain LSE Group

companies. All rights in any FTSE index or data

referred to herein vest in the relevant LSE Group

company which owns the index or the data. Neither

LSE Group nor its licensors accept any liability for

any errors or omissions in the indexes or data and

no party may rely on any indexes or data contained

in this communication. The LSE Group does not

promote, sponsor or endorse the content of this

communication.

SHAREHOLDER INFORMATION

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

The objective of the Company is to

provide long-term growth by investing

in private companies managed by leading

private equity managers.

INVESTMENT TYPE

The Company will typically invest through:

• Primary Funds: commitments to private equity

funds during their initial fund raise.

• Secondary Funds: acquiring interests in funds

or investments after the fund’s initial fund raise

accessed either directly or through a fund structure.

• Direct Investments: investing alongside leading

private equity managers, or directly, in specific

private companies.

INVESTMENT STAGE

The Company will predominantly gain exposure

to private companies which are mature, cash-

generative, profitable businesses and where

the underlying private equity manager exercises

majority control. The Company may invest in other

private markets strategies if it feels that these

opportunities would offer shareholders similar

risk-adjusted returns to its core investment strategy.

It does not expect such investments to constitute

a substantial part of its investment programme.

PORTFOLIO CONSTRUCTION

The Company does not have any fixed allocations

to specific sectors or regions, but aims to be broadly

diversified by geography, industry sector and year

of investment.

The Company may invest in either equity or

debt instruments but expects that underlying

investments will mostly be in equity instruments.

It expects that the majority of its returns will

be derived from capital appreciation.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

(‘ESG’) MATTERS

The Company is committed to its responsibility to

its community and environment and ESG matters

are considered as part of the investment process.

The Company aims to act responsibly and cautiously

as the guardian of its investors’ capital and ensures

that ESG matters are considered at all stages of the

investment cycle.

QUOTED SECURITIES

The Company may from time to time have underlying

interests in quoted companies. This is typically due to

companies which were originally acquired as private

companies being listed on public markets as part of an

exit strategy. It may hold these interests through a fund

(where the underlying manager is responsible for

exiting the investment) or directly.

The Company does not anticipate acquiring new listed

investments unless directly related to the execution

of its private company investment strategy.

RISK DIVERSIFICATION

The Company will ensure that its interest in any

one portfolio company, taking into account direct

and indirect holdings, will not exceed 15% of the

Company’s total investments at the time of initial

acquisition or subsequent addition. It is the

Company’s policy to invest no more than 10% of its

gross assets in other listed investment companies.

OVERCOMMITMENT AND USE OF CREDIT FACILITIES

The Company intends to be overcommitted in order

to ensure a high level of investment. The Company

may from time to time draw on its pre-agreed

borrowing facilities to fund investment drawdowns

and ongoing expenses of the Company. This allows the

Company to operate a more efficient balance sheet

by reducing the need to retain large cash balances. The

Company’s objective is to be broadly fully invested,

while ensuring that there is sufficient liquidity to

be able to take advantage of attractive investment

opportunities as they arise. We do not intend to be

geared other than for short-term working capital

purposes. The level of overcommitment is monitored

regularly by the Board and the Manager, taking into

account uninvested cash, the availability of bank

facilities, the projected timing of cash flows to and

from the Portfolio, and market conditions.

CASH

The Company holds cash on deposit with UK

regulated banks or invests it in debt instruments

or money market funds which themselves invest in

such instruments. These investments are typically

very liquid, with high credit quality and low capital

risk. The Company will limit exposure to any one

bank, issuer or fund to 15% of gross assets.

COMPARATOR INDEX

The Company’s comparator index is the FTSE All-

Share Index Total Return. The Board considers that

this provides the most appropriate reference point

for the Company’s shareholders.

HEDGING

The Company holds investments and makes fund

commitments in currencies other than sterling and

is exposed to the risk of movements in the exchange

rate of these currencies. From time to time the

Company may put in place hedging arrangements

in order to manage currency risk. The Company

may also from time to time consider hedging certain

other risks of the Company such as equity market

exposure or interest rate risk.

INVESTMENT POLICY

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

The Company is an Alternative

Investment Fund for the purposes of

the UK Alternative Investment Fund

Managers Directive (‘AIFMD’) and the

Manager was appointed as its Alternative

Investment Fund Manager for the

purposes of the AIFMD.

The Directive requires certain disclosures to be

made in the Annual Report of the Company. Many

of these disclosures are included in other sections

of the Annual Report and Accounts, principally the

Strategic Report (pages 1 to 35), Governance (pages

37 to 49) and Financial Statements (pages 56 to 71).

This section completes the disclosures required

by the Directive.

ASSETS SUBJECT TO SPECIAL ARRANGEMENTS

The Company holds no assets subject to special

arrangements arising from their illiquid nature

which are unusual within the context of the fund.

LEVERAGE

The Company will not employ leverage in excess

of 30% of its gross asset value.

PROFESSIONAL LIABILITY OF THE MANAGER

In accordance with the requirements of the

Directive, the Manager holds additional capital

to cover potential professional liability risks.

In addition, the Manager holds professional

indemnity insurance.

REDEMPTION RIGHTS

The shares of the Company are listed on the London

Stock Exchange. Shareholders may buy and sell

shares on that market. As the Company is closed

ended, shareholders do not have the right to redeem

their investment.

FAIR TREATMENT OF SHAREHOLDERS

The Manager is governed by a board consisting of

both non-executive and executive directors which

oversees and manages the ICG Group of which the

Manager is part. ICG has a number of committees

that assist in this regard, together with a risk

function that through a risk framework assists in the

identification, control and mitigation of the ICG

Group’s risks. This includes, but is not limited to, the

fair treatment of the ICG Group’s regulatory clients,

fund investors and corporate investors. Details of

ICG’s governance and risk framework can be found

in ICG’s annual report which is available at

icgam.com.

RISK PROFILE AND RISK MANAGEMENT

The risks and uncertainties facing the Company

are regularly reviewed by the Board, the Audit

Committee and the Manager. The principal risks

faced by the Company and the approach to

managing those risks are set out in Principal risks

and uncertainties (page 32).

The sensitivity of the Company to market, credit and

investment, and capital risk is discussed in Note 17

of the financial statements. The risk limits currently

in place in respect of the diversification of the

Portfolio and credit risk are set out in Investment

policy (page 80).

MATERIAL CHANGES

There have been no material changes in relation to

the matters described in Article 23 of the Directive.

REMUNERATION

Under the AIFMD, we are required to make

disclosures relating to remuneration of certain

employees working for the Manager, which acted

as manager of the Company throughout the year

ended 31 January 2026.

AMOUNT OF REMUNERATION PAID

The relevant disclosures are available on the

Company’s website.

CO-INVESTMENT INCENTIVE SCHEME

The incentive paid by the Company during the year

ended 31 January 2026 is disclosed in Note 9 to the

financial statements (page 64).

REMUNERATION AND INCENTIVISATION POLICIES

AND PRACTICES

The overriding principle governing the Manager’s

remuneration decisions is that awards, in particular

of variable remuneration, do not encourage risk

taking which is inconsistent with the investment

objectives (and therefore risk profiles) of the funds

managed by the Manager.

Remuneration consists of salary, bonus and

co-investment incentives.

The co-investment incentive arrangements are

intended to closely align the interests of

shareholders and the Manager – under these

arrangements, payments may only be made when

investment profits have been realised in cash. The

operation of these arrangements is set out in the

Report of the Directors on page 43.

The Manager has a remuneration committee which

takes remuneration decisions. The committee takes

into account the short and long-term performance of

the Manager, of the funds managed by the Manager,

and of individuals.

ADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE

INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED)

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

ICG Enterprise Trust plc is listed

on the London Stock Exchange. A

straightforward way for individuals to

purchase and hold shares in the Company

is to contact a stockbroker, savings plan

provider or online investment platform.

You may be able to find a stockbroker using the

website of the independent Wealth Management

Association at pimfa.co.uk.

You may also be able to purchase shares via your

bank account provider.

For a fee, your chosen intermediary can purchase

shares in the Company on your behalf.

COLUMBIA THREADNEEDLE SAVINGS PLANS

Investors through Columbia Threadneedle savings

plans can contact the Investor Services team on:

• Telephone: 0345 600 3030

• Email:

investor.enquiries@columbiathreadneedle.com

ISA STATUS

The Company’s shares are eligible for tax-efficient

wrappers such as Individual Savings Accounts

(‘ISAs’), Junior ISAs and Self Invested Personal

Pensions (‘SIPPs’). Information about ISAs and SIPPs,

as well as general advice on saving and investing, can

be found on the government’s free and independent

service at moneyhelper.org.uk.

As with any investment into a company listed on

the stock market, you should remember that:

• the value of your investment and the income

you get from it can fall as well as rise, so you

may not get back the amount you invested; and

• past performance is no guarantee of future

performance.

This is a medium to long-term investment so you

should be prepared to invest your money for at

least five years.

If you are uncertain about any aspect of your

decision to invest, you should consider seeking

independent financial advice.

Details of the Company’s website and contact

information for potential and existing shareholders

can be found in the Shareholder information section

on page 79.

HOW TO INVEST IN ICG ENTERPRISE TRUST PLC

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

This report has been printed on Arena Extra White Smooth

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(‘FSC

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The FSC

is a worldwide label which identifies products

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Pureprint Group is a CarbonNeutral

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The unavoidable carbon emissions generated during the

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to net zero through a verified carbon offsetting project.

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ICG ENTERPRISE TRUST PLC

Procession House

55 Ludgate Hill

London

EC4M 7JW

icg-enterprise.co.uk

ICG Enterprise Trust plc