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Interim Results for the six months ended 30 September 2025

18 November 2025  Strong client demand underpinned by investment excellence    Highlights AUM of $124bn, fee-earning AUM of $84bn, up 6% 1in the half-year and five-year annualised growth of 14% 1 Fundraising of $9bn, driven by European IX ($2.8bn) and European Infrastructure II ($1.9bn)Management fees of £334m, +16% 2compared to H1 FY25Performance fee income of £98m, including £72m one-off transition impact due to the change in approach announced in October 2025,...
London, (informazione.news - comunicati stampa - servizi)

18 November 2025


Unless stated otherwise, the financial results discussed herein are on the basis of alternative performance measures (APM), which the Board believes assists shareholders in assessing the financial performance of the Group. See page 6 for further information.

AUM on constant currency basis; CAGR from 30 September 2020 to 30 September 2025

Sum of NIR and CLO dividend received, see page 10; Per Share CAGR from 30 September 2020 to 30 September 2025, all other metrics LTM 30 September 2020 to LTM 30 September 2025; Five year average for Total Balance Sheet Return; Dividend per share includes H1 FY26 declared dividend; H1 FY26 includes one-time transition accrual in performance fees (£71.6m) due to the change in approach announced in October 2025.

Direct investment funds; Realisations of fee-earning AUM; Includes Deployment and Realisations for Private Debt only.

A presentation for shareholders, debtholders and analysts will be held at 09:00 GMT today: join via the link on our website . Alternatively, you can dial in using the following numbers and ask to be connected to the ICG meeting:

A recording and transcript of the presentation will be available on demand from the same location in the coming days.

This results statement may contain forward looking statements. These statements have been made by the Directors in good faith based on the information available to them up to the time of their approval of this report and should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward looking information.

ICG (LSE: ICG) is a global alternative asset manager with $124bn* in AUM and more than three decades of experience generating attractive returns. We operate from over 20 locations globally and invest our clients’ capital across Structured Capital; Private Equity Secondaries; Private Debt; Credit; and Real Assets.

Our exceptional people originate differentiated opportunities, invest responsibly, and deliver long-term value. We partner with management teams, founders, and business owners in a creative and solutions-focused approach, supporting them with our expertise and flexible capital. For more information visit our website and follow us on LinkedIn .
*As at 30 September 2025.


At 30 September 2025, AUM stood at $124bn and fee-earning AUM at $84bn. The bridge between AUM and fee-earning AUM is as follows:

At 30 September 2025 we had $35bn of AUM available to deploy in new investments ("dry powder"), of which $19bn was not yet earning fees (FY25: $32bn and $20bn respectively).

See page 16 for FX exposure of fee-earning AUM, fee income, FMC expenses and Balance sheet investment portfolio.


At 30 September 2025, closed-end funds and associated SMAs that were actively fundraising included Europe IX; Infrastructure Asia I; and various other strategies. The timings of launches and closes depend on a number of factors, including the prevailing market conditions.

The Board and management monitor the financial performance of the Group on the basis of Alternative Performance Measures (APM), which are non-UK-adopted IAS measures. The APM form the basis of the financial results discussed in this review, which the Board believes assist shareholders in assessing their investment and the delivery of the Group’s strategy through its financial performance.

The substantive difference between APM and UK-adopted IAS is the consolidation of funds, including seeded strategies, and related entities deemed to be controlled by the Group, the assets of which are included in the UK-adopted IAS consolidated financial statements at fair value, but excluded for the APM in which the Group’s economic exposure to the assets is reported.

Under IFRS 10, the Group is deemed to control (and therefore consolidate) entities where it can make significant decisions that can substantially affect the variable returns of investors. This has the impact of including the assets and liabilities of these entities in the consolidated statement of financial position and recognising the related income and expenses of these entities in the consolidated income statement.

The Group’s profit before tax on a UK-adopted IAS basis was above prior period at £354.1m (H1 FY25: £182.8m). On the APM basis it was above the prior period at £351.6m (H1 FY25: £198.4m).

Detail of these adjustments can be found in note 3 to the UK-adopted IAS condensed consolidated financial statements on pages 27 to 28 .

The number of shares used to calculate NAV per share has been adjusted to include shares held in the EBT, to reflect how the Group uses the EBT to neutralise the impact of share-based payments (a different basis to Group earnings per share). See page 13 for details.



Overview


AUM on constant currency basis; AUM and per share CAGR based on 30 September 2020 to 30 September 2025, all other metrics LTM 30 September 2020 to LTM 30 September 202; Realisations of Fee-earning AUM; NIR, including CLO dividends for Debt; Five year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.
Performance of key funds

Refers to commingled fund size.
Note: fund performance is based on the latest practically available information, and may not relate to the same period as the financial statements within this report.
Key drivers

Overview


AUM on constant currency basis; AUM and per share CAGR based on 30 September 2020 to 30 September 2025, all other metrics LTM 30 September 2020 to LTM 30 September 2025; Realisations of Fee-earning AUM; NIR, including CLO dividends for Debt; Five year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds

Refers to commingled fund size.
Note: fund performance is based on the latest practically available information, and may not relate to the same period as the financial statements within this report.

Key drivers

Overview


AUM on constant currency basis; AUM and per share CAGR based on 30 September 2020 to 30 September 2025, all other metrics LTM 30 September 2020 to LTM 30 September 2025; Deployment excluding Credit; Realisations of Fee-earning AUM; NIR, including CLO dividends for Debt; Five year average for Total Balance Sheet Return.
Note: Growth calculations are performed using whole numbers for all metrics to ensure an accurate representation of the movements.

Performance of key funds

Refers to commingled fund size.
Note: fund performance is based on the latest practically available information, and may not relate to the same period as the financial statements within this report. Fund size relates to co-mingled funds.

Key drivers

The Fund Management Company (FMC) is the Group’s principal driver of long-term profit growth. Its principal role is to manage our third-party AUM, which it invests on behalf of the Group’s clients.


Management fees for the period totalled £333.6m (H1 FY25: £286.6m), a year-on-year increase of 16% (14% excluding the impact of catch-up fees of £37.7m in H1 FY26 (H1 FY25: £27.2m)). On a constant currency basis management fees increased 18% year-on-year.

The effective management fee rate on our fee-earning AUM at the period end was 0.98% (FY25: 0.97%).

Performance fees of £97.6m were recognised during the period (H1 FY25: £31.8m). The year-on-year increase was largely due to the change in approach for performance fee revenue measurement announced on 2 October 2025, which generated a one-time transition accrual of £71.6m. The change was made to remove certain elements of management judgment and was driven by growing higher-return strategies, which have the potential to generate higher levels of performance fees.

During the period the Group received realised performance fees of £61.5m (H1 FY25: £40.0) and at 30 September 2025 had an asset of £148.9m of accrued performance fees on its balance sheet (31 March 2025: £108.4m):


Other income comprises dividend receipts of £39.8m (H1 FY25: £23.0m) from investments in CLO equity; an intercompany fee of £11.8m for managing the IC balance sheet investment portfolio (H1 FY25: £12.5m); and other income of £1.1m (H1 FY25: £1.2m).

FMC operating expenses totalled £159.3m, in line with H1 FY25 (£158.6m).

Compared to H1 FY25, the increase in salaries and incentive scheme costs reflects annualisation of prior-year hires, including a number of senior hires. Other administrative costs are lower due to timing of expenses and non-repeat of one-off costs in the prior year as we continue to invest across our operating platform.

The FMC recorded a profit before tax of £324.6m (H1 FY25: £196.4m), a year-on-year increase of 65% on a reported basis and an increase of 66% on a constant currency basis.

The Investment Company (IC) invests the Group’s balance sheet to seed new strategies, and invests alongside the Group’s scaling and established strategies to align interests between our shareholders, clients and employees. It also supports a number of costs, including teams that have not yet had a first close on a first third-party fund, certain central functions, a part of the Executive Directors’ compensation, and the portion of the investment teams’ compensation linked to the returns of the balance sheet investment portfolio (Deal Vintage Bonus, or DVB).

The balance sheet investment portfolio was valued at £2.8bn at 30 September 2025 (31 March 2025: £3.0bn). During the period, it generated net realisations and cash interest receipts of £329m (H1 FY25: £66m).

We made seed investments totalling £98m, including on behalf of CLOs, Infrastructure Asia and Life Sciences.

  
Of which £246m (31 March 2025: £228m) is in CLO equity.

For the five years to 30 September 2025, Net Investment Returns (NIR) have averaged 9%. For the six months to 30 September 2025, NIR were £72m (H1 FY25: £48m), equating to an annualised rate of 5% (H1 FY25: 3%).

NIR of £72.0m were comprised of interest of £61.7m from interest-bearing investments (H1 FY25: £67.1m) and capital gains of £10.3m. NIR were split between asset classes as follows:

The Total Balance Sheet Return for the period (NIR + CLO dividends, which are recognised in the FMC) was £112m (8% annualised) (H1 FY25: £71m, 5% annualised). For the five years to 30 September 2025, Total Balance Sheet Returns have averaged 11%.

For further discussion on balance sheet investment performance by asset class, refer to pages 7 - 8 of this announcement

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

See page 16 for FX exposure of fee-earning AUM, fee income, FMC expenses and Balance sheet investment portfolio.

As a result, the IC recorded total revenues of £70.8m (H1 FY25: £50.2m).


Operating expenses in the IC of £38.8m increased by 2% compared to H1 FY25 (£38.0m).

Compared to H1 FY25, salaries have reduced due to lower attributable costs within IC for teams that have not had a first close of a third-party fund. The directly-attributable costs within the IC for teams that have not had a first close of a third-party fund during the period were £3.0m (H1 FY25: £6.9m). Compared to prior year, one team transferred to the FMC on 1 April 2025 following a first close of their inaugural third-party fund in March 2025.

Incentive scheme costs increased due to the DVB accrual of £1.4m (H1 FY25: £0.2m), reflecting changes in underlying assumptions on the timing and value of DVB payouts.

Interest expense was £16.8m (H1 FY25: £20.5m) and interest earned on cash balances was £11.8m (H1 FY25: £10.3m).

The IC recorded a profit before tax of £27.0m (H1 FY25: £2.0m).

The Group's operating expenses in aggregate were £198.1m, a 1% increase compared to H1 FY25 (£196.6m). For more detailed commentary on the changes in the operating expenses, see pages 10 and 12 of this announcement.

Incentive scheme costs include £27.1m relating to stock-based compensation (H1 FY25: £27.0m).

The Group recognised a tax charge of £56.7m (H1 FY25: tax charge of £32.8m), resulting in an effective tax rate for the period of 16.2% (H1 FY25: 16.5%).

As detailed in note 7, the Group has a structurally lower effective tax rate than the statutory UK rate. This is largely driven by the Investment Company, where certain forms of income benefit from tax exemptions. The effective tax rate will vary depending on the income mix.

ICG has a progressive dividend policy, and over the long-term the Board intends to increase the dividend per share by at least mid-single digit percentage points on an annualised basis. In line with our policy of paying an interim dividend equal to one third of the prior year's total dividend, the Board is declaring an interim dividend of 27.7p per share (H1 FY25: 26.3p). We continue to make the dividend reinvestment plan available.

At 30 September 2025, the Group had 290,637,988 shares outstanding (31 March 2025: 290,636,892), including shares held by an Employee Benefit Trust ('EBT'). The Group has a policy of neutralising the dilutive impact of stock-based compensation through the purchase of shares by the EBT.

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

During the period we made investments of £148m alongside clients in existing strategies and £98m in seed investments.

At 30 September 2025 our balance sheet investment portfolio was valued at £2,801m (see page 11 for more information on the performance of our balance sheet investment portfolio during the period). To support this asset base, we maintain a robust capitalisation and a strong liquidity position.

The number of shares used to calculate NAV per share include shares held in the EBT, to reflect how the Group uses the EBT to neutralise the impact of share-based payments (a different basis to Group earnings per share).

Liquidity and net debt

At 30 September 2025, the Group had total available liquidity of £1,255m (31 March 2025: £1,098m), net financial debt of £401m (31 March 2025: £629m) and net gearing of 0.15x (31 March 2025: 0.25x).

During the period, available cash increased by £157m from £548m to £705m, including the repayment of £97m of borrowings that matured.

The table below sets out movements in cash:

The aggregate cash (used)/received from balance sheet investment portfolio (additions), realisations, and cash proceeds received from assets within the balance sheet investment portfolio.
Interest paid, which is classified as an Operating cash flow under UK-adopted IAS, is reported within Group cash flows from financing activities - APM.
Per note 9 of the Financial Statements, Operating cash flows under UK-adopted IAS of £582.7m (FY25: £136.1m) include consolidated credit funds. This difference to the APM measure is driven by cash consumption within consolidated credit funds as a result of their investing activities during the period.
Cash flows in respect of purchase of intangible assets, purchase of property, plant and equipment and net cash flow from derivative financial instruments.

At 30 September 2025, the Group had drawn debt of £1,106m (31 March 2025: £1,177m). The change is due to the repayment of certain facilities as they matured, along with changes in FX rates impacting the translation value:

Net financial debt therefore decreased by £228m to £401m (31 March 2025: £629m):

During the period, Fitch upgraded ICG plc to BBB+. At 30 September 2025, the Group had credit ratings of BBB+ (stable outlook) and BBB+ (stable outlook) from Fitch and S&P, respectively.

The Group’s debt is provided through a range of facilities. All facilities except the RCF are fixed-rate instruments. The weighted-average pre-tax cost of drawn debt at 30 September 2025 was 2.76% (31 March 2025: 2.84%). The weighted-average life of drawn debt at 30 September 2025 was 2.6 years (31 March 2025: 2.9 years). The maturity profile of our term debt is set out below:

The Groups ESG-linked RCF remains undrawn at 30 September 2025 and matures in October 2028.

For further details of our debt facilities see Other Information (page 39 ).

Net gearing

The movements in the Group’s balance sheet investment portfolio, cash balance, debt facilities and shareholder equity resulted in net gearing decreasing to 0.15x at 30 September 2025 (31 March 2025: 0.25x).

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

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

The table below sets out the indicative impact on our reported management fees, FMC PBT and NAV per share had sterling been 5% weaker or stronger against the euro and the dollar in the period (excluding the impact of any legacy hedges):

Impact assessed by sensitising the average H1 FY26 FX rates.
NAV per share reflects the total indicative impact as a result of a change in FMC PBT and net currency assets.

Where noted, this review presents changes in AUM, third-party fee income and FMC PBT on a constant exchange rate basis. For the purposes of these calculations, prior period numbers have been translated from their underlying fund currencies to the reporting currencies at the respective H1 FY26 period end exchange rates. This has then been compared to the H1 FY26 numbers to arrive at the change on a constant currency exchange rate basis.

The Group does not hedge its net currency income as a matter of course, although this is kept under review. The Group does hedge its net balance sheet currency exposure, with the intention of broadly insulating the NAV from FX movements. Changes in the fair value of the balance sheet hedges are reported within the IC.

The principal risks and uncertainties to which the Group is exposed for the remainder of the year have been subject to robust assessment by the Directors and remain consistent with those outlined in our annual report for the year ended 31 March 2025.

Careful attention continues to be paid to the elevated levels of geopolitical and economic uncertainty and the resulting impact on our principal risks and the overall risk profile of the Group. There have been no material changes and we will continue to monitor the situation and potential exposures as matters evolve.

We confirm to the best of our knowledge:

and

This responsibility statement was approved by the Board of Directors on 17 November 2025 and is signed on its behalf by:

We have been engaged by ICG plc (‘the Group’) to review the condensed consolidated financial statements in the Interim results statement for the six months ended 30 September 2025 which comprises the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated statement of cash flows, condensed consolidated statement of changes in equity and the related explanatory notes 1 to 10 (together the ‘condensed consolidated financial statements’). We have read the other information contained in the Interim results statement and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated financial statements.

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements in the Interim results statement for the six months ended 30 September 2025 is not prepared, in all material respects, in accordance with UK-adopted International Accounting Standard 34, ‘Interim Financial Reporting’, and the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

We conducted our review in accordance with the International Standard for Review Engagements (UK) 2410 (‘ISRE (UK) 2410’) issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with UK-adopted international accounting standards. The condensed consolidated financial statements included in the Interim results statement have been prepared in accordance with UK-adopted International Accounting Standard 34, ‘Interim Financial Reporting’.

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions may cause the entity to cease to continue as a going concern.

The directors are responsible for preparing the Interim results statement in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the Interim results statement, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

In reviewing the Interim results statement, we are responsible for expressing to the Group a conclusion on the condensed consolidated financial statements in the Interim results statement. Our conclusion, including our ‘Conclusions Relating to Going Concern’, are based on procedures that are less extensive than audit procedures, as described in the ‘Basis for Conclusion’ paragraph of this report.

This report is made solely to the Group in accordance with guidance contained in ISRE (UK) 2410 issued by the Financial Reporting Council. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group, for our work, for this report, or for the conclusions we have formed.

Ernst & Young LLP
London

17 November 2025

For the period ended six months ended 30 September 2025

The accompanying notes are an integral part of these condensed financial statements.

For the period ended six months ended 30 September 2025

The accompanying notes are an integral part of these condensed financial statements.

As at 30 September 2025

The accompanying notes are an integral part of these condensed financial statements.

For the period ended six months ended 30 September 2025

The Group’s cash and cash equivalents include £467.7m (30 September 2024: £345.4m) of restricted cash held principally by structured entities controlled by the Group.

The accompanying notes are an integral part of these condensed financial statements.

For the period ended six months ended 30 September 2025


The accompanying notes are an integral part of these condensed financial statements.

For the period ended six months ended 30 September 2025

1. General information and basis of preparation

The interim condensed consolidated financial statements have been prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting (IAS 34), the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, and on the basis of the accounting policies set out in the consolidated financial statements of the Group for the year ended 31 March 2025.

The interim financial statements are unaudited and do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. Within the notes to the interim financial statements, all current and comparative data covering period to (or as at) 30 September 2025 is unaudited. Data given in respect of 31 March 2025 is audited. The statutory accounts for the year to 31 March 2025 have been reported on by Ernst & Young LLP and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The consolidated financial statements of the Group as at and for the year ended 31 March 2025, which were prepared in accordance with UK-adopted International Accounting Standards (UK-adopted IAS), are available on the Group’s website, www.icgam.com.

The interim condensed consolidated financial statements are prepared on a going concern basis, as the Board is satisfied that the Group has the resources to continue in business for a period of at least 12 months from approval of the interim condensed consolidated financial statements.

In assessing the Group’s ability to continue in its capacity as a going concern, the Board considered a wide range of information relating to present and future projections of profitability and liquidity. The assessment incorporates reverse stress testing.

The review showed the Group has sufficient liquidity in place to support its business operations for the foreseeable future. Accordingly, the Directors have a reasonable expectation the Group has resources to continue as a going concern to 30 November 2026, a 12 month period from the date of approval of the interim condensed consolidated financial statements.

There have been no material changes to the nature or size of related-party transactions since 31 March 2025.

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 March 2025. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The critical judgements made by the Directors in the application of the Group's accounting policies, and the key sources of estimation uncertainty at the reporting date, are the same as those disclosed in the Group's annual consolidated financial statements for the year ended 31 March 2025, except for performance fees (see note 2).

The Group acquired interests in eight subsidiaries, a branch and three controlled structured entities that are consolidated within the Group with no material impact on net assets.

The Group ceased to control five subsidiaries on liquidation that were previously reported as consolidated entities with no material impact on net assets.

2. Revenue

Revenue and its related cash flows, within the scope of IFRS 15 ‘Revenue from Contracts with Customers’, are derived from the Group’s fund management company activities and are presented net of any consideration payable to a customer in the form of rebates. The significant components of the Group’s fund management revenues are as follows:

The Group earns management fees from its investment management services. Management fees are charged on third-party capital managed by the Group and are based on an agreed percentage of either committed capital, invested capital or net asset value, dependent on the fund. Management fees comprise both non-performance and performance-related fee elements related to one contract obligation.

Non-performance-related management fees for the period of £321.6m (H1 FY25: £274.8m) are charged in arrears and are recognised in the period services are performed.

Performance-related management fees ('performance fees') are recognised only to the extent it is highly probable that there will not be a significant reversal of the revenue recognised in the future. In determining the amount of performance fee revenue to be recognised, if any, the Group is required to make judgements in respect of the timing and measurement of such amounts.

Performance fees of £101.4m (H1 FY25: £32.8m) have been recognised in the period. Performance fees will only be crystallised and received in cash when the relevant fund performance hurdle is met. For certain funds, cash may be received before the fund performance hurdle is met. These amounts are recognised within Revenue when the conditions set out below are met.

A key judgement for the Group is whether a fund will meet its expected performance conditions and generate performance fees. The Group bases its assessment on the best available information pertaining to the fund, including the performance of predecessor funds within the same strategy.

The value of performance fees is determined by the proceeds received by the fund in respect the realisation of its assets. The valuation of the underlying assets within a fund will be subject to fluctuations in the future, including the impact of macroeconomic factors outside the Group’s control. The valuation information on which this judgement is based is the liquidation NAV of the relevant funds.

A constraint is applied to the performance fee receivable calculated with respect to the liquidation NAV of the fund, to reflect the uncertainty of future fund performance. This constraint is set by reference to the maturity of the fund and its portfolio of assets, assuming a standard fund life of 12 years (H1FY25: 10 years). Management judgement will be applied to define the level of constraint for funds that materially deviate from the standard expectations of a fund's life. The level of constraints applied are reassessed at each reporting date.

During the period, the Directors reviewed the track record of the portfolio of funds and revised their judgement regarding the timing of recognition of performance fees for closed-end fund structures, removing the 24-month forward-looking assessment to identify funds expected to reach the hurdle rate and the associated constraint applied to those funds. Based on their experience of the performance of the funds they have managed previously, the Directors determined that future performance fee income was highly probable earlier in the life of the fund than 24 months before the hurdle rate is forecast to be achieved. Consequently, this constraint has been removed and recognition of performance fees in respect of a fund now commences when the successor fund has its first fundraising close and the investment period for the existing fund has ended as this has been judged to be a more reliable measure of when it is highly probable that performance fees can be recognised without significant reversal.

Performance fees of £101.4m include £71.6m in respect of the one-off net effect of the changes in estimate for closed-end fund structures. There has been no change in estimates for other fund structures, where the estimate of performance fees is made with reference to specific requirements.

There are no other individually significant components of revenue from contracts with customers.

3. Segmental reporting

For management purposes, the Group is organised into two operating segments, the Fund Management Company ('FMC') and the Investment Company ('IC') which are also reportable segments. In identifying the Group’s reportable segments, management considered the basis of organisation of the Group’s activities, the economic characteristics of the operating segments, and the type of products and services from which each reportable segment derives its revenues. Total reportable segment figures are alternative performance measures ('APM').

The Executive Directors, the chief operating decision-makers, monitor the operating results of the FMC and the IC for the purpose of making decisions about resource allocation and performance assessment. The Group does not aggregate the FMC and IC as those segments do not have similar economic characteristics. Information about these segments is presented below.

The FMC earns fee income for the provision of investment management services and incurs the majority of the Group’s costs in delivering these services, including the cost of the investment teams and the cost of support functions, primarily marketing, operations, information technology and human resources.

The IC is charged a management fee of 1% of the carrying value of the average balance sheet investment portfolio by the FMC and this is shown below as the Inter-segmental fee. It also recognises the fair value movement on any associated hedging derivatives. The costs of finance, treasury and legal teams, and other Group costs primarily related to being a listed entity, are allocated to the IC. The remuneration of the Executive Directors is allocated equally to the FMC and the IC.

The amounts reported for management purposes in the tables below are reconciled to the UK-adopted IAS reported amounts on the following pages.

                           

Reconciliation of APM amounts reported for management purposes to the financial statements reported under UK-adopted IAS

The impact of the following statutory adjustments on profit before tax, included within Consolidated entities, are shown in the table on the next page:

3. Segmental reporting

Consolidated income statement


4. Financial assets and liabilities

4. Financial assets and liabilities

Fair value measurements recognised in the statement of financial position

The information set out below provides information about how the Group determines fair values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

The following table summarises the valuation of the Group’s financial assets and liabilities by fair value hierarchy:

4. Financial assets and liabilities

Valuations

The Group Valuation Committee ('GVC') is responsible for reviewing and concluding on the fair value of the Group's balance sheet investment positions in accordance with the Group Valuation Policy. This includes consideration of the valuations received from the underlying funds. The GVC reviews its fair values on a quarterly basis and reports to the Audit Committee semi-annually. The GVC is independent of the boards of directors of the funds and no member of the GVC is a member of either the Group’s investment teams or fund Investment Committees.

The Investment Committees are responsible for the review, challenge, and approval of the underlying funds’ valuations of their assets. Sources of the valuation reviewed by the Investment Committees include the ICG investment team, third-party valuation services and third-party fund administrators, as appropriate. The Investment Committee provides those valuations to the Group, as an investor in the fund assets. The Investment Committee is also responsible for escalating significant events regarding the valuation to the Group (as an investor in the fund assets), for example change in valuation methodologies, potential impairment events or material judgements.

The table in page 35 outlines in more detail the range of valuation techniques, as well as the key unobservable inputs for each category of Level 3 assets and liabilities.

When fair values of publicly traded closed-ended funds and open-ended funds are based on quoted market prices in an active market for identical assets without any adjustments, the instruments are included within Level 1 of the hierarchy. The Group values these investments at bid price for long positions.

The Group also co-invests with funds, including credit and private equity secondary funds, which are not quoted in an active market. The Group assesses the valuation techniques and inputs used by these funds to ensure they are reasonable, appropriate and consistent with the principles of fair value. The latest available NAV of these funds are generally used as an input into measuring their fair value. The NAV of the funds are adjusted, as necessary, to reflect restrictions on redemptions, and other specific factors relevant to the funds. In measuring fair value, consideration is also given to any transactions in the interests of the funds. The Group classifies these funds as Level 3.

The Group takes debt and equity stakes in companies that are, other than on very rare occasions, not quoted in an active market and uses either a market-based valuation technique or a discounted cash flow technique to value these positions.

The Group’s investments in private companies are held at fair value using the most appropriate valuation technique based on the nature, facts and circumstances of the private company. The first of two principal valuation techniques is a market comparable companies technique. The enterprise value (‘EV’) of the portfolio company is determined by applying an earnings multiple, taken from comparable companies, to the profits of the portfolio company. The Group determines comparable private and public companies, based on industry, size, location, leverage and strategy, and calculates an appropriate multiple for each comparable company identified. The second principal valuation technique is a discounted cash flow (‘DCF’) approach. Fair value is determined by discounting the expected future cash flows of the portfolio company to the present value. Various assumptions are utilised as inputs, such as terminal value and the appropriate discount rate to apply. Typically, the DCF is then calibrated alongside a market comparable companies approach. Alternate valuation techniques may be used where there is a recent offer or a recent comparable market transaction, which may provide an observable market price and an approximation to fair value of the private company. The Group classified these assets as Level 3.

Quoted investments are held at the last traded bid price on the reporting date. When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the contract is recognised on the trade date.

4. Financial assets and liabilities

The loan asset portfolios of the consolidated structured entities are valued using observable inputs such as recently executed transaction prices in securities of the issuer or comparable issuers and from independent loan pricing sources. To the extent that the significant inputs are observable the Group classifies these assets as Level 2 and assets with unobservable inputs are classified as Level 3. Level 3 assets are valued using a discounted cash flow technique and the key inputs under this approach are detailed on page 35 .

The Group uses market-standard valuation models for determining fair values of over-the-counter interest rate swaps, currency swaps and forward foreign exchange contracts. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including both credit and debit valuation adjustments for counterparty and own credit risk, foreign exchange spot and forward rates and interest rate curves. For these financial instruments, significant inputs into models are market observable and are included within Level 2.

The Group holds investments in the senior and subordinated notes of the CLOs it manages, predominately driven by European Union risk-retention requirements. The Group employs DCF analysis to fair value these investments, using several inputs including constant annual default rates, prepayments rates, reinvestment rates, recovery rates and discount rates. The DCF analysis at the reporting date shows that the senior notes are typically expected to recover all contractual cash flows, including under stressed scenarios, over the life of the CLOs. Observable inputs are used in determining the fair value of senior notes and these instruments are therefore classified as Level 2. Unobservable inputs are used in determining the fair value of subordinated notes, which are therefore classified as Level 3 instruments.

Rated debt liabilities of consolidated CLOs are generally valued at par plus accrued interest, which we assess as fair value. Observable inputs are used in determining the fair value of these instruments, including the valuation of the CLO loan asset portfolio. As a result these liabilities are classified as Level 2.

Unrated/subordinated debt liabilities of consolidated CLOs are valued directly in line with the fair value of the CLO loan asset portfolio. These underlying assets mostly comprise observable loan securities traded in active markets. The underlying assets are reported in both Level 2 and Level 3. As a result of this methodology of deriving the valuation of unrated/subordinated debt liabilities from a combination of Level 2 and Level 3 asset values, we classified these liabilities as Level 3.

To the extent that the Group invests in real estate assets, whether through an investment in a managed fund or an investment in a private company, the assets may be classified as either a financial asset (investment in a managed fund, see page 30) or investment property (investment in a controlled private company) in accordance with IAS 40 ‘Investment Property’. The fair values of the directly held material investment properties have been recorded based on independent valuations prepared by third-party real estate valuation specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2024. At the end of each reporting period, the Group reviews its assessment of the fair value of each property, taking into account the most recent independent valuations. The Directors determine a property value within a range of reasonable fair value estimates, based on information provided.

All resulting fair value estimates for properties are included in Level 3.

4. Financial assets and liabilities

Reconciliation of Level 3 fair value measurement of financial assets
The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange gains/(losses) are included within finance gain/(loss). Transfers between levels take place when there are changes to the observability of inputs used in the valuation of these assets. This is determined based on the closing valuation and transfers therefore take place at the end of the reporting period.

Included within net investment returns are £69.1m of unrealised gains (which includes accrued interest).

Included within net investment returns are £183.6m of unrealised gains (which includes accrued interest).
During the year the Group reclassified certain investments in private companies into investments in or alongside managed funds.

Reconciliation of Level 3 fair value measurement of financial liabilities
The following table sets out the movements in reoccurring financial liabilities valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange gains/(losses) are included within finance costs. Transfers in and out of Level 3 financial liabilities were due to changes to the observability of inputs used in the valuation of these liabilities.

During the period ended 30 September 2025, changes in the fair value of the assets of subordinated notes of CLO vehicles resulted in an increase in the fair value of the financial liabilities of those consolidated credit funds, reported as a ‘fair value loss’ in the table below.

4. Financial assets and liabilities

4. Financial assets and liabilities

Valuation inputs and sensitivity analysis

The following table summarises the inputs and estimates used for items categorised in Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis:

5. Earnings per share

The total number of shares issued during the period to 30 September 2025 was 1,096 (H1 FY25: nil).

6. Dividends

Dividends on ordinary shares of 56.7p per share, £162.8m (H1 FY25 53.2p, £153.3m) were paid during the period to 30 September 2025.

The Board has approved an interim dividend of 27.7p per share (H1 FY25: 26.3p).

7. Tax expense

The Group is an international business and operates across many different tax jurisdictions. Income and expenses are allocated to these jurisdictions based on transfer pricing methodologies set out both (i) in the laws of the jurisdictions in which the Group operates, and (ii) under guidelines set out by the Organisation for Economic Co-operation and Development (OECD).

The effective tax rate reported by the Group for the period ended 30 September 2025 of 16.0% (H1 FY25: 16.6%) is lower than the statutory UK corporation tax rate of 25%.

The FMC activities are subject to tax at the relevant statutory rates ruling in the jurisdictions in which the income is earned. The lower effective tax rate compared to the statutory UK rate is largely driven by the IC activities. The IC benefits from statutory UK tax exemptions on certain forms of income arising from both foreign dividend receipts and gains from assets qualifying for the substantial shareholdings exemption. The effect of these exemptions means that the effective tax rate of the Group is highly sensitive to the relative mix of IC income, and composition of such income, in any one period.

Due to the application of tax law requiring a degree of judgement, the accounting thereon involves a level of estimation uncertainty which tax authorities may ultimately dispute. Tax liabilities are recognised based on the best estimates of probable outcomes and with regard to external advice where appropriate. The principal factors which may influence the Group’s future tax rate are changes in tax legislation in the territories in which the Group operates, the relative mix of FMC and IC income, the mix of income and expenses earned and incurred by jurisdiction and the timing of recognition of available deferred tax assets and liabilities. The Group accounts for future legislative change, to the extent that is enacted at the reporting date, in its recognition of deferred tax.

The Group has undertaken a review of the level of recognition of deferred tax assets and is satisfied they are recoverable and therefore have been recognised in full.

In December 2021, the OECD issued model rules for a new global minimum tax framework (Pillar Two), and various governments around the world have issued legislation relating to Pillar Two. These rules address base erosion and profit-shifting by introducing a global minimum tax rate (15%) and ensuring fair taxation for entities which are part of a multinational group of enterprises.

From 1 April 2024, the Group became subject to the global minimum top-up tax rate under Pillar Two legislation. There is no material amount of top-up tax recognised in respect of the Group’s operations for this current period.

The Group has applied the mandatory IAS 12 temporary exemption from the recognition and disclosure of deferred taxes arising from implementation of the OECD’s Pillar Two model rules.

8. Financial liabilities

Financial liabilities are £6,772.8m (31 March 2025: £6,183.3m), including £1,113.8m (31 March 2025: £1,175.9m) of financial liabilities at amortised cost. This is an increase of £589.5m in the period since 31 March 2025 and is driven by an increase in financial liabilities at fair value in the consolidated structured entities of £660.8m partially offset by repayment of financial liabilities at amortised cost in operating segments of £97.3m.

9. Net cash flows from operating activities

Cash flows arising from the acquisition and disposal of assets to seed new investment strategies are classified as operating, as this activity is undertaken to establish new sources of fund management fee income, growing the operating activities of the Group.

10. Post balance sheet events

There have been no material events since the balance sheet date.

Outstanding debt facilities at 30 September 2025

Non-IFRS alternative performance measures (APM) are defined below:

Other definitions which have not been identified as non-IFRS GAAP alternative performance measures are as follows:



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