Category: Australia

MIL-OSI: YieldMax™ Introduces Option Income Strategy ETF on Robinhood Markets, Inc. (HOOD)

Source: GlobeNewswire (MIL-OSI)

CHICAGO and MILWAUKEE and NEW YORK, May 08, 2025 (GLOBE NEWSWIRE) — YieldMax™ announced the launch today of the following ETF:

YieldMax™ HOOD Option Income Strategy ETF (NYSE Arca: HOOY)

HOOY seeks to generate current income by pursuing options-based strategies on Robinhood Markets, Inc. (HOOD). HOOY is managed by Tidal Financial Group. HOOY does not invest directly in HOOD.

HOOY is the newest member of the YieldMax™ ETF family and like all YieldMax™ ETFs, aims to deliver current income to investors. With respect to distributions, HOOY will be a Group C ETF, and its first distribution is expected to be announced on May 28, 2025. Please see the table below for distribution information for all outstanding YieldMax™ ETFs.

ETF Ticker¹	ETF Name	Distribution Frequency	Distribution per Share	Distribution Rate^2,4	30-Day SEC Yield³	ROC⁵
CHPY	YieldMax™ Semiconductor Portfolio Option Income ETF	*Weekly*	$0.3767	–	–	97.94%
GPTY	YieldMax™ AI & Tech Portfolio Option Income ETF	*Weekly*	$0.2738	35.61%	0.00%	100.00%
LFGY	YieldMax™ Crypto Industry & Tech Portfolio Option Income ETF	*Weekly*	$0.7511	105.48%	0.00%	100.00%
QDTY	YieldMax™ Nasdaq 100 0DTE Covered Call Strategy ETF	*Weekly*	$0.2841	36.92%	0.00%	100.00%
RDTY	YieldMax™ R2000 0DTE Covered Call Strategy ETF	*Weekly*	$0.4634	55.54%	0.00%	100.00%
SDTY	YieldMax™ S&P 500 0DTE Covered Call Strategy ETF	*Weekly*	$0.2714	33.51%	0.00%	100.00%
ULTY	YieldMax™ Ultra Option Income Strategy ETF	*Weekly*	$0.1181	103.33%	0.00%	100.00%
YMAG	YieldMax™ Magnificent 7 Fund of Option Income ETFs	*Weekly*	$0.1059	36.97%	70.00%	94.72%
YMAX	YieldMax™ Universe Fund of Option Income ETFs	*Weekly*	$0.1679	66.24%	95.10%	89.73%
BIGY	YieldMax™ Target 12™ Big 50 Option Income ETF	Monthly	$0.4609	12.17%	0.18%	66.89%
RNTY*	YieldMax™ Target 12™ Real Estate Option Income ETF	Monthly	–	–	–	–
SOXY	YieldMax™ Target 12™ Semiconductor Option Income ETF	Monthly	$0.4384	11.99%	0.12%	100.00%
ABNY	YieldMax™ ABNB Option Income Strategy ETF	Every 4 weeks	$0.6020	67.26%	3.22%	94.97%
AIYY	YieldMax™ AI Option Income Strategy ETF	Every 4 weeks	$0.3245	87.29%	3.75%	96.09%
AMDY	YieldMax™ AMD Option Income Strategy ETF	Every 4 weeks	$0.3365	62.11%	3.31%	94.47%
AMZY	YieldMax™ AMZN Option Income Strategy ETF	Every 4 weeks	$0.7963	65.77%	3.68%	94.99%
APLY	YieldMax™ AAPL Option Income Strategy ETF	Every 4 weeks	$0.6512	63.24%	3.13%	94.81%
BABO	YieldMax™ BABA Option Income Strategy ETF	Every 4 weeks	$0.6587	49.99%	4.01%	91.80%
CONY	YieldMax™ COIN Option Income Strategy ETF	Every 4 weeks	$0.6510	115.53%	3.39%	96.77%
CRSH	YieldMax™ Short TSLA Option Income Strategy ETF	Every 4 weeks	$0.5616	116.94%	1.81%	0.00%
CVNY	YieldMax™ CVNA Option Income Strategy ETF	Every 4 weeks	$2.6816	88.82%	2.37%	68.30%
DIPS	YieldMax™ Short NVDA Option Income Strategy ETF	Every 4 weeks	$0.6186	76.30%	2.19%	0.00%
DISO	YieldMax™ DIS Option Income Strategy ETF	Every 4 weeks	$0.5291	49.63%	3.72%	94.23%
FBY	YieldMax™ META Option Income Strategy ETF	Every 4 weeks	$0.5216	43.30%	3.86%	91.40%
FEAT	YieldMax™ Dorsey Wright Featured 5 Income ETF	Every 4 weeks	$1.6435	59.38%	55.86%	0.00%
FIAT	YieldMax™ Short COIN Option Income Strategy ETF	Every 4 weeks	$0.5618	105.46%	1.14%	0.00%
FIVY	YieldMax™ Dorsey Wright Hybrid 5 Income ETF	Every 4 weeks	$1.0283	35.56%	38.10%	0.00%
GDXY	YieldMax™ Gold Miners Option Income Strategy ETF	Every 4 weeks	$0.7284	60.35%	2.66%	0.00%
GOOY	YieldMax™ GOOGL Option Income Strategy ETF	Every 4 weeks	$0.3729	41.63%	3.52%	90.74%
JPMO	YieldMax™ JPM Option Income Strategy ETF	Every 4 weeks	$0.5612	46.19%	3.39%	92.60%
MARO	YieldMax™ MARA Option Income Strategy ETF	Every 4 weeks	$1.8468	110.67%	3.33%	97.16%
MRNY	YieldMax™ MRNA Option Income Strategy ETF	Every 4 weeks	$0.1261	71.18%	4.27%	0.00%
MSFO	YieldMax™ MSFT Option Income Strategy ETF	Every 4 weeks	$0.5255	40.57%	3.26%	92.04%
MSTY	YieldMax™ MSTR Option Income Strategy ETF	Every 4 weeks	$2.3734	123.15%	1.00%	98.39%
NFLY	YieldMax™ NFLX Option Income Strategy ETF	Every 4 weeks	$0.9230	65.94%	2.79%	95.72%
NVDY	YieldMax™ NVDA Option Income Strategy ETF	Every 4 weeks	$0.6734	57.41%	3.56%	85.30%
OARK	YieldMax™ Innovation Option Income Strategy ETF	Every 4 weeks	$0.2923	51.00%	3.10%	93.61%
PLTY	YieldMax™ PLTR Option Income Strategy ETF	Every 4 weeks	$4.6556	95.97%	2.36%	98.08%
PYPY	YieldMax™ PYPL Option Income Strategy ETF	Every 4 weeks	$0.5519	56.42%	3.54%	94.52%
SMCY	YieldMax™ SMCI Option Income Strategy ETF	Every 4 weeks	$1.4128	100.24%	3.85%	97.08%
SNOY	YieldMax™ SNOW Option Income Strategy ETF	Every 4 weeks	$0.6864	56.07%	2.87%	94.51%
TSLY	YieldMax™ TSLA Option Income Strategy ETF	Every 4 weeks	$0.6598	103.22%	3.27%	96.85%
TSMY	YieldMax™ TSM Option Income Strategy ETF	Every 4 weeks	$0.5635	49.99%	3.43%	16.38%
WNTR	YieldMax™ Short MSTR Option Income Strategy ETF	Every 4 weeks	$2.7190	85.90%	3.26%	95.65%
XOMO	YieldMax™ XOM Option Income Strategy ETF	Every 4 weeks	$0.3500	35.44%	3.42%	90.74%
XYZY	YieldMax™ XYZ Option Income Strategy ETF	Every 4 weeks	$0.4140	59.93%	3.80%	95.54%
YBIT	YieldMax™ Bitcoin Option Income Strategy ETF	Every 4 weeks	$0.4110	49.16%	1.20%	30.49%
YQQQ	YieldMax™ Short N100 Option Income Strategy ETF	Every 4 weeks	$0.4357	34.61%	2.97%	91.77%

Standardized Performance and Fund details can be obtained by clicking the ETF Ticker in the table above or by visiting us at www.yieldmaxetfs.com

Performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted above. Performance current to the most recent month-end can be obtained by calling (833) 378-0717.

Note: DIPS, FIAT, CRSH, YQQQ and WNTR are hereinafter referred to as the “Short ETFs.”

Distributions are not guaranteed. The Distribution Rate and 30-Day SEC Yield are not indicative of future distributions, if any, on the ETFs. In particular, future distributions on any ETF may differ significantly from its Distribution Rate or 30-Day SEC Yield. You are not guaranteed a distribution under the ETFs. Distributions for the ETFs (if any) are variable and may vary significantly from period to period and may be zero. Accordingly, the Distribution Rate and 30-Day SEC Yield will change over time, and such change may be significant.

Investors in the Funds will not have rights to receive dividends or other distributions with respect to the underlying reference asset(s).

*The inception date for RNTY is April 16, 2025.

¹All YieldMax™ ETFs shown in the table above (except YMAX, YMAG, FEAT, FIVY and ULTY) have a gross expense ratio of 0.99%. YMAX and FEAT have a Management Fee of 0.29% and Acquired Fund Fees and Expenses of 0.99% for a gross expense ratio of 1.28%. YMAG has a management fee of 0.29% and Acquired Fund Fees and Expenses of 0.83% for a gross expense ratio of 1.12%. FIVY has a Management Fee of 0.29% and Acquired Fund Fees and Expenses of 0.59% for a gross expense ratio of 0.88%. “Acquired Fund Fees and Expenses” are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies, namely other YieldMax™ ETFs. ULTY has a gross expense ratio of 1.40%, and a net expense ratio after the fee waiver of 1.30%. The Advisor has agreed to a fee waiver of 0.10% through at least February 28, 2026.

²The Distribution Rate shown is as of close on May 7, 2025. The Distribution Rate is the annual distribution rate an investor would receive if the most recent distribution, which includes option income, remained the same going forward. The Distribution Rate is calculated by annualizing an ETF’s Distribution per Share and dividing such annualized amount by the ETF’s most recent NAV. The Distribution Rate represents a single distribution from the ETF and does not represent its total return. Distributions may also include a combination of ordinary dividends, capital gain, and return of investor capital, which may decrease an ETF’s NAV and trading price over time. As a result, an investor may suffer significant losses to their investment. These Distribution Rates may be caused by unusually favorable market conditions and may not be sustainable. Such conditions may not continue to exist and there should be no expectation that this performance may be repeated in the future.

³The 30-Day SEC Yield represents net investment income, which excludes option income, earned by such ETF over the 30-Day period ended April 30, 2025, expressed as an annual percentage rate based on such ETF’s share price at the end of the 30-Day period.

⁴Each ETF’s strategy (except those of the Short ETFs) will cap potential gains if its reference asset’s shares increase in value, yet subjects an investor to all potential losses if the reference asset’s shares decrease in value. Such potential losses may not be offset by income received by the ETF. Each Short ETF’s strategy will cap potential gains if its reference asset decreases in value, yet subjects an investor to all potential losses if the reference asset increases in value. Such potential losses may not be offset by income received by the ETF.

⁵ROC refers to Return of Capital. The ROC percentage is the portion of the distribution that represents an investor’s original investment.

Each Fund has a limited operating history and while each Fund’s objective is to provide current income, there is no guarantee the Fund will make a distribution. Distributions are likely to vary greatly in amount.

Important Information

This material must be preceded or accompanied by the prospectus. For all prospectuses, click here.

Tidal Financial Group is the adviser for all YieldMax™ ETFs.

THE FUND, TRUST, AND ADVISER ARE NOT AFFILIATED WITH ANY UNDERLYING REFERENCE ASSET.

Risk Disclosures

Investing involves risk. Principal loss is possible.

Referenced Index Risk. The Fund invests in options contracts that are based on the value of the Index (or the Index ETFs). This subjects the Fund to certain of the same risks as if it owned shares of companies that comprised the Index or an ETF that tracks the Index, even though it does not.

Indirect Investment Risk. The Index is not affiliated with the Trust, the Fund, the Adviser, or their respective affiliates and is not involved with this offering in any way. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the companies that comprise the Index but will be subject to declines in the performance of the Index.

Russell 2000 Index Risks. The Index, which consists of small-cap U.S. companies, is particularly susceptible to economic changes, as these firms often have less financial resilience than larger companies. Market volatility can disproportionately affect these smaller businesses, leading to significant price swings. Additionally, these companies are often more exposed to specific industry risks and have less diverse revenue streams. They can also be more vulnerable to changes in domestic regulatory or policy environments.

Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent that the Fund participates in the positive price returns of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold call options and over longer periods.

Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other Index (or ETFs that track the Index’s performance)holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary Index (or ETFs that track the Index’s performance) securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current income. There is no assurance that the Fund will make a distribution in any given period. If the Fund does make distributions, the amounts of such distributions will likely vary greatly from one distribution to the next. Additionally, monthly distributions, if any, may consist of returns of capital, which would decrease the Fund’s NAV and trading price over time.

High Index (or Index ETF) Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high Index (or Index ETF) turnover rate increases transaction costs, which may increase the Fund’s expenses.

Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund.

New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree to which the Fund will participate in increases in value experienced by the underlying reference asset over the Call Period.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.

Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security (ARKK, TSLA, AAPL, NVDA, AMZN, META, GOOGL, NFLX, COIN, MSFT, DIS, XOM, JPM, AMD, PYPL, SQ, MRNA, AI, MSTR, Bitcoin ETP, GDX®, SNOW, ABNB, BABA, TSM, SMCI, PLTR, MARA, CVNA, HOOD), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

Risk Disclosures (applicable only to GPTY)

Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

Risk Disclosure (applicable only to MARO)

Digital Assets Risk: The Fund does not invest directly in Bitcoin or any other digital assets. The Fund does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. The Fund does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than the Fund. Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility.

Risk Disclosures (applicable only to BABO and TSMY)

Currency Risk: Indirect exposure to foreign currencies subjects the Fund to the risk that currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.

Depositary Receipts Risk: The securities underlying BABO and TSMY are American Depositary Receipts (“ADRs”). Investment in ADRs may be less liquid than the underlying shares in their primary trading market.

Foreign Market and Trading Risk: The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight.

Foreign Securities Risk: Investments in securities of non-U.S. issuers involve certain risks that may not be present with investments in securities of U.S. issuers, such as risk of loss due to foreign currency fluctuations or to political or economic instability, as well as varying regulatory requirements applicable to investments in non-U.S. issuers. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may also be subject to different regulatory, accounting, auditing, financial reporting and investor protection standards than U.S. issuers.

Risk Disclosures (applicable only to GDXY)

Risk of Investing in Foreign Securities. The Fund is exposed indirectly to the securities of foreign issuers selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies. Investments in the securities of foreign issuers involve risks beyond those associated with investments in U.S. securities.

Risk of Investing in Gold and Silver Mining Companies. The Fund is exposed indirectly to gold and silver mining companies selected by GDX®’s investment adviser, which subjects the Fund to the risks associated with such companies.

The Fund invests in options contracts based on the value of the VanEck Gold Miners ETF (GDX®), which subjects the Fund to some of the same risks as if it owned GDX®, as well as the risks associated with Canadian, Australian and Emerging Market Issuers, and Small-and Medium-Capitalization companies.

Risk Disclosures (applicable only to YBIT)

YBIT does not invest directly in Bitcoin or any other digital assets. YBIT does not invest directly in derivatives that track the performance of Bitcoin or any other digital assets. YBIT does not invest in or seek direct exposure to the current “spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other than YBIT.

Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends.

Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility. Potentially No 1940 Act Protections. As of the date of this Prospectus, there is only a single eligible Underlying ETP, and it is an investment company subject to the 1940 Act.

Bitcoin ETP Risk: The Fund invests in options contracts that are based on the value of the Bitcoin ETP. This subjects the Fund to certain of the same risks as if it owned shares of the Bitcoin ETP, even though it does not. Bitcoin ETPs are subject, but not limited, to significant risk and heightened volatility. An investor in a Bitcoin ETP may lose their entire investment. Bitcoin ETPs are not suitable for all investors. In addition, not all Bitcoin ETPs are registered under the Investment Company Act of 1940. Those Bitcoin ETPs that are not registered under such statute are therefore not subject to the same regulations as exchange traded products that are so registered.

Risk Disclosures (applicable only to the Short ETFs)

Investing involves risk. Principal loss is possible.

Price Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the value of the underlying reference asset. This strategy subjects the Fund to certain of the same risks as if it shorted the underlying reference asset, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the value of the underlying reference asset, the Fund is subject to the risk that the value of the underlying reference asset increases. If the value of the underlying reference asset increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses.

Put Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s put writing (selling) strategy will impact the extent that the Fund participates in decreases in the value of the underlying reference asset and, in turn, the Fund’s returns, both during the term of the sold put options and over longer periods.

Purchased OTM Call Options Risk. The Fund’s strategy is subject to potential losses if the underlying reference asset increases in value, which may not be offset by the purchase of out-of-the-money (OTM) call options. The Fund purchases OTM calls to seek to manage (cap) the Fund’s potential losses from the Fund’s short exposure to the underlying reference asset if it appreciates significantly in value. However, the OTM call options will cap the Fund’s losses only to the extent that the value of the underlying reference asset increases to a level that is at or above the strike level of the purchased OTM call options. Any increase in the value of the underlying reference asset to a level that is below the strike level of the purchased OTM call options will result in a corresponding loss for the Fund. For example, if the OTM call options have a strike level that is approximately 100% above the then-current value of the underlying reference asset at the time of the call option purchase, and the value of the underlying reference asset increases by at least 100% during the term of the purchased OTM call options, the Fund will lose all its value. Since the Fund bears the costs of purchasing the OTM calls, such costs will decrease the Fund’s value and/or any income otherwise generated by the Fund’s investment strategy.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions.

Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying reference asset, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events.

High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings.

Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during times of market turmoil.

Price Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will participate in decreases in value experienced by the underlying reference asset over the Put Period.

Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, for any Fund that focuses on an individual security (e.g., TSLA, COIN, NVDA, MSTR), may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole.

Risk Disclosures (applicable only to CHPY)

Semiconductor Industry Risk. Semiconductor companies may face intense competition, both domestically and internationally, and such competition may have an adverse effect on their profit margins. Semiconductor companies may have limited product lines, markets, financial resources or personnel. Semiconductor companies’ supply chain and operations are dependent on the availability of materials that meet exacting standards and the use of third parties to provide components and services.

The products of semiconductor companies may face obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Capital equipment expenditures could be substantial, and equipment generally suffers from rapid obsolescence. Companies in the semiconductor industry are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights would adversely affect the profitability of these companies.

Risk Disclosures (applicable only to YQQQ)

Index Overview. The Nasdaq 100 Index is a benchmark index that includes 100 of the largest non-financial companies listed on the Nasdaq Stock Market, based on market capitalization.

Index Level Appreciation Risk. As part of the Fund’s synthetic covered put strategy, the Fund purchases and sells call and put option contracts that are based on the Index level. This strategy subjects the Fund to certain of the same risks as if it shorted the Index, even though it does not. By virtue of the Fund’s indirect inverse exposure to changes in the Index level, the Fund is subject to the risk that the Index level increases. If the Index level increases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. The Fund may also be subject to the following risks: innovation and technological advancement; strong market presence of Index constituent companies; adaptability to global market trends; and resilience and recovery potential.

Index Level Participation Risk. The Fund employs an investment strategy that includes the sale of put option contracts, which limits the degree to which the Fund will benefit from decreases in the Index level experienced over the Put Period. This means that if the Index level experiences a decrease in value below the strike level of the sold put options during a Put Period, the Fund will likely not experience that increase to the same extent and any Fund gains may significantly differ from the level of the Index losses over the Put Period. Additionally, because the Fund is limited in the degree to which it will participate in decreases in value experienced by the Index level over each Put Period, but has significant negative exposure to any increases in value experienced by the Index level over the Put Period, the NAV of the Fund may decrease over any given period. The Fund’s NAV is dependent on the value of each options portfolio, which is based principally upon the inverse of the performance of the Index level. The Fund’s ability to benefit from the Index level decreases will depend on prevailing market conditions, especially market volatility, at the time the Fund enters into the sold put option contracts and will vary from Put Period to Put Period. The value of the options contracts is affected by changes in the value and dividend rates of component companies that comprise the Index, changes in interest rates, changes in the actual or perceived volatility of the Index and the remaining time to the options’ expiration, as well as trading conditions in the options market. As the Index level changes and time moves towards the expiration of each Put Period, the value of the options contracts, and therefore the Fund’s NAV, will change. However, it is not expected for the Fund’s NAV to directly inversely correlate on a day-to-day basis with the returns of the Index level. The amount of time remaining until the options contract’s expiration date affects the impact that the value of the options contracts has on the Fund’s NAV, which may not be in full effect until the expiration date of the Fund’s options contracts. Therefore, while changes in the Index level will result in changes to the Fund’s NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will be different than the inverse of the changes experienced by the Index level.

YieldMax™ ETFs are distributed by Foreside Fund Services, LLC. Foreside is not affiliated with Tidal Financial Group, or YieldMax™ ETFs.

The MIL Network –

May 8, 2025

MIL-OSI: Willis Lease Finance Corporation Moves its Consultancy and Advisory Arm to Willis Mitsui & Co. Engine Support Limited

Source: GlobeNewswire (MIL-OSI)

COCONUT CREEK, Fla., May 08, 2025 (GLOBE NEWSWIRE) — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider of aviation services, today announced it has entered into an agreement to sell Bridgend Asset Management Limited, the consultancy and advisory arm of WLFC, to Willis Mitsui & Co. Engine Support Limited (“WMES”), its longstanding joint venture with Mitsui & Co., Ltd (“Mitsui”). This strategic move reflects WLFC’s commitment to strengthening collaboration with its partners and enhancing this joint venture’s capabilities in aviation services. Together, WLFC and Mitsui will focus on significantly expanding WMES’s services offerings and aviation asset portfolio. The completion of the transaction is subject to customary regulatory approvals and closing conditions.

Established in 2011 and headquartered in Dublin, WMES currently owns and manages assets totaling approximately $360 million. The integration of WLFC’s technical consultancy and record management services will further expand the joint venture’s service offerings, leveraging the combined expertise, global reach and operational efficiencies of both partners. As a 50% owner of WMES, WLFC plans to continue utilizing WMES for its services and to leverage synergistic benefits.

“We think this transaction is a real win for our shareholders,” said Austin C. Willis, Chief Executive Officer of WLFC. “Not only does the expansion of WMES allow for a premium return on equity when considering earnings plus fees, but the transaction itself unlocks fresh capital that can be reinvested to accelerate WLFC’s portfolio growth.

“We see tremendous opportunity in the commercial aviation space, and this transaction provides us the substance to drive growth for our global platform,” said Yuichi Nagata, General Manager of Aerospace Business Division of Mitsui & Co. “This transaction will continue to strengthen Mitsui’s and WLFC’s long-term relationship.”

Willis Lease Finance Corporation

Willis Lease Finance Corporation (“WLFC”) leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair, and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services through Willis Asset Management Limited, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Through Willis Engine Repair Center®, Jet Centre by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO and ground and cargo handling services. Willis Sustainable Fuels intends to develop, build and operate projects to help decarbonize aviation.

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

CONTACT: Lynn Mailliard Kohler

Director, Global Corporate Communications

(415) 328-4798

The MIL Network –

May 8, 2025

MIL-OSI: BigCommerce Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

AUSTIN, Texas, May 08, 2025 (GLOBE NEWSWIRE) — BigCommerce Holdings, Inc. (“BigCommerce” or the “Company”) (Nasdaq: BIGC), an open SaaS, composable ecommerce platform for fast-growing and established B2C and B2B brands, retailers, manufacturers and distributors, today announced financial results for its first quarter ended March 31, 2025.

“Our transformation efforts are leading to encouraging signs of progress, including positive increases in pipeline and leads in the three months ended March 31, 2025,” said Travis Hess, CEO of BigCommerce. “We have acted decisively to transform the Company, brought in top leaders with SaaS and commerce expertise, and invested strategically to strengthen our core offerings for B2B and B2C businesses across all three of our products, BigCommerce, Feedonomics and Makeswift. Reaccelerating growth remains our top priority for the remainder of this year.”

First Quarter Financial Highlights:

Total revenue was $82.4 million, up 3% compared to the first quarter of 2024.
Total annual revenue run-rate (“ARR”) as of March 31, 2025 was $350.8 million, up 3% compared to March 31, 2024.
Subscription solutions revenue was $62.1 million, up 2% compared to the first quarter of 2024.
ARR from accounts with at least one enterprise plan (“Enterprise Accounts”) was $263.8 million as of March 31, 2025, up 6% from March 31, 2024.
ARR from Enterprise Accounts as a percent of total ARR was 75% as of March 31, 2025, compared to 73% as of March 31, 2024.
GAAP gross margin was 79%, compared to 77% in the first quarter of 2024. Non-GAAP gross margin was 80%, compared to 78% in the first quarter of 2024.

Other Key Business Metrics

Number of enterprise accounts was 5,825, down 2% compared to the first quarter of 2024.
Average revenue per account (“ARPA”) of enterprise accounts was $45,290, up 9% compared to the first quarter of 2024.
Revenue in the United States grew by 2% compared to the first quarter of 2024.
Revenue in EMEA grew by 8% and revenue in APAC declined by 5% compared to the first quarter of 2024.

Loss from Operations and Non-GAAP Operating Income (Loss)

GAAP loss from operations was ($2.4) million, compared to ($8.2) million in the first quarter of 2024.
Included in GAAP loss from operations was a restructuring charge of $1.9 million.
Non-GAAP operating income was $7.6 million, compared to $3.2 million in the first quarter of 2024.

Net Income (Loss) and Earnings Per Share

GAAP net loss was ($0.4) million, compared to ($6.4) million in the first quarter of 2024.
Non-GAAP net income was $5.7 million or 7% of revenue, compared to $5.0 million or 6% of revenue in the first quarter of 2024.
GAAP basic net loss per share was ($0.00) based on 78.8 million shares of common stock, compared to ($0.08) based on 76.6 million shares of common stock in the first quarter of 2024.
Non-GAAP basic net income per share was $0.07 based on 78.8 million shares of common stock, compared to $0.07 based on 76.6 million shares of common stock in the first quarter of 2024.

Adjusted EBITDA

Adjusted EBITDA was $8.8 million, compared to $4.2 million in the first quarter of 2024.

Cash

Cash, cash equivalents, restricted cash, and marketable securities totaled $121.9 million as of March 31, 2025.
For the three months ended March 31, 2025, net cash provided by operating activities was $401 thousand, compared to ($3.4) million used in operating activities for the same period in 2024. We reported free cash flow of ($2.9) million in the three months ended March 31, 2025, which included a one-time charge related to the cash paid for the website domain name.

Business Highlights:

Corporate Highlights

In February, the Company announced the addition of Rob Walter as its Chief Revenue Officer. Walter is a seasoned revenue leader with 20 years of ecommerce experience leading sales and go-to-market teams at successful companies including Salesforce, Ebay, ChannelAdviser and Amplience.
Michelle Suzuki also joined BigCommerce as the Company’s Chief Marketing Officer. Suzuki brings more than 25 years of experience scaling and transforming high-growth companies, including renowned technology companies such as EMC, Ancestry and Ivanti.
In April, Vipul Shah joined the Company as its new Chief Product Officer, bringing over two decades of experience building innovative products and business models at PayPal, Google, J.P. Morgan and Wells Fargo. Shah leads product management, product design and product strategy groups across all three of the Company’s products – BigCommerce, Feedonomics and Makeswift.
BigCommerce also added SaaS and ecommerce veteran Andrew Norman as senior vice president and general manager for EMEA to lead BigCommerce’s go-to-market strategy in EMEA. He has 25 years’ experience executing international expansion plans for SaaS technology companies, including 15 years’ experience in the ecommerce market.
In March, BigCommerce hosted its 2025 Investor Day, where members of the Company’s leadership team discussed the Company’s strategic vision, product offerings, financial performance and long-term growth opportunities, followed by a live Q&A session.

Product Highlights

BigCommerce announced updates to Catalyst, its next generation storefront technology. With one click from the Control Panel, marketers can now launch and design a new store that comes optimized for high performance out of the box, making it so that they no longer have to sacrifice marketing usability for modern technology. Catalyst’s differentiator is its fully integrated marketing-friendly visual editor, Makeswift, which sets a new standard for creating fast, modern ecommerce storefronts without the limits of rigid templates or heavy development costs.
The Company unveiled innovative enhancements to its B2B products designed to help sales teams operate more efficiently and streamline processes so they can respond quickly to market demands and focus on growth. These updates, Configure-Price-Quote (CPQ) and Multi-Company Account Hierarchy and Advanced Permissioning, enable faster quote conversion and minimize redundant account management processes so that merchants can respond dynamically to market demands and scale without being bogged down by manual tasks.
BigCommerce also announced a three-pronged product launch that strengthens the app-building experience for developers, extending the BigCommerce platform’s overall functionality.

Customer Highlights

Kittery Trading Post, whose Maine brick-and-mortar location has been an outdoor sporting goods destination for over 80 years, migrated from Salesforce Commerce Cloud to BigCommerce with an implementation led by BigCommerce partner Mira Commerce that took them live in three months.
Champion Sports, a 60-year-old manufacturer of high-quality sports, fitness and physical education equipment, launched a new B2B store with BigCommerce agency partner MoJo Active and an integration with Sage 100.
Crew Clothing, the iconic 30-year-old British casual clothing brand, launched a new B2C storefront for its Ben Sherman brand in the US, featuring integrations with Retail247 and Global-e. The company plans to roll out four more new websites for additional brands throughout the year.
EuroOptic, an online retailer specializing in high-quality sporting optics and performance gear, launched a new headless store using Vercel and Makeswift and integrated with Feedonomics, Netsuite and Payment Putty. BigCommerce partner MoJo Active led the implementation, which also uses BigCommerce’s Multi-Storefront functionality.
EGO, a UK-based fashion brand specializing in trendy women’s footwear, clothing, and accessories, migrated from Magento to BigCommerce with international stores in Europe, North America and Australia and an additional UK storefront in progress. BigCommerce agency partner TakeFortyTwo assisted Ego’s in-house team with the Multi-Storefront headless implementation hosted by Alokai.

Partner Highlights

In May, BigCommerce announced that Klarna, the AI-powered payments and commerce network, has become a global preferred payments partner. As a global preferred partner, Klarna brings its flexible, interest-free payment options to merchants worldwide, enhancing the shopping experience and driving growth with one single integration.
In April, the Company announced the launch of Distributed Ecommerce Hub, a new joint solution with systems integrator and digital commerce agency Silk Commerce. Distributed Ecommerce Hub empowers manufacturers, brands and franchisors to rapidly create and centrally manage branded ecommerce storefronts for their dealer, distributor or franchise networks.
In April, Feedonomics announced its new integration with Amazon Vendor Central, expanding its comprehensive solutions for B2B clients and enterprise brands. Feedonomics customers can now tap into Amazon’s powerful fulfillment network, offering shoppers fast and reliable delivery through Prime eligibility.
In April, BigCommerce announced discussions regarding a potential expansion of its commercial partnership with Noibu, a leading ecommerce intelligence platform that helps brands detect, prioritize, and resolve revenue-impacting issues while delivering seamless customer experiences. The partnership, if finalized, would reflect the joint value of “curated composability,” enabling brands, retailers, manufacturers and distributors of all sizes to leverage best-in-class solutions without the procurement delays or complex integrations.
BigCommerce also announced its corporate partnership with the National Association of Electrical Distributors (NAED), reinforcing BigCommerce’s commitment to driving digital transformation and growth in the electrical distribution industry.
The Company also announced a transformational partnership with Pipe17, a leading provider of AI-powered composable order operations. This partnership reimagines how modern merchants manage orders in an increasingly complex digital commerce ecosystem.

Q2 and 2025 Financial Outlook:

For the second quarter of 2025, we currently expect:

Total revenue between $82.5 million to $83.5 million.
Non-GAAP operating income is expected to be between $2.7 million to $3.7 million.

For the full year 2025, we currently expect:

Total revenue between $335.1 million and $351.1 million.
Non-GAAP operating income between $16 million and $28 million.

Our second quarter and 2025 financial outlook is based on a number of assumptions that are subject to change and many of which are outside our control. If actual results vary from these assumptions, our expectations may change. There can be no assurance that we will achieve these results.

We do not provide guidance for loss from operations , the most directly comparable GAAP measure to Non-GAAP operating income, and similarly cannot provide a reconciliation between its forecasted Non-GAAP operating income and Non-GAAP income per share and these comparable GAAP measures without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within our control and may vary greatly between periods and could significantly impact future financial results.

Conference Call Information

The financial results and business highlights will be discussed on a conference call and webcast scheduled at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, May 8, 2025. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “BigCommerce conference call.” The live webcast of the conference call can be accessed from BigCommerce’s investor relations website at http://investors.bigcommerce.com.

Following the completion of the call through 11:59 p.m. ET on Thursday, May 15, 2025, a telephone replay will be available by dialing (877) 344-7529 from the United States, (855) 669-9658 from Canada or (412) 317-0088 internationally with conference ID 2980116. A webcast replay will also be available at http://investors.bigcommerce.com for 12 months.

About BigCommerce
BigCommerce (Nasdaq: BIGC) is a leading open SaaS and composable ecommerce platform that empowers brands, retailers, manufacturers and distributors of all sizes to build, innovate and grow their businesses online. BigCommerce provides its customers sophisticated professional-grade functionality, customization and performance with simplicity and ease-of-use. Tens of thousands of B2C and B2B companies across 150 countries and numerous industries rely on BigCommerce, including Coldwater Creek, Harvey Nichols, King Arthur Baking Co., MKM Building Supplies, United Aqua Group and Uplift Desk. For more information, please visit www.bigcommerce.com or follow us on X and LinkedIn.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q2 and fiscal 2025 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to BigCommerce at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. BigCommerce assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

Use of Non-GAAP Financial Measures

We have provided in this press release certain financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our management uses these Non-GAAP financial measures internally in analyzing our financial results and believes that use of these Non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar Non-GAAP financial measures. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical Non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.

Annual Revenue Run-Rate

We calculate annual revenue run-rate at the end of each month as the sum of: (1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.

Enterprise Account Metrics

To measure the effectiveness of our ability to execute against our growth strategy, we calculate ARR attributable to Enterprise Accounts. We define Enterprise Accounts as accounts with at least one unique Enterprise plan subscription or an enterprise level feed management subscription (collectively “Enterprise Accounts”). These accounts may have more than one Enterprise plan or a combination of Enterprise plans and non-enterprise plans.

Average Revenue Per Account

We calculate average revenue per account for accounts in the Enterprise cohort at the end of a period by including customer-billed revenue and an allocation of partner and services revenue, where applicable. We allocate partner revenue, where applicable, primarily based on each customer’s share of GMV processed through that partner’s solution. For partner revenue that is not directly linked to customer usage of a partner’s solution, we allocate such revenue based on each customer’s share of total platform GMV. Each account’s partner revenue allocation is calculated by taking the account’s trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize ARPA for seasonality.

Adjusted EBITDA

We define Adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition related costs, restructuring charges, depreciation, gain on convertible notes extinguishment, interest income, interest expense, other expense, and our provision or benefit for income taxes.

Acquisition related costs include contingent compensation arrangements entered into in connection with acquisitions and achieved earnout related to an acquisition.

Restructuring charges include severance benefits, right-of-use asset impairments, lease termination gain, software impairments, accelerated depreciation and amortization, and professional services costs.

Depreciation includes depreciation expenses related to the Company’s fixed assets.

The most directly comparable GAAP measure is net loss.

Non-GAAP Operating Income (Loss)

We define Non-GAAP Operating Income (Loss) as our GAAP Loss from operations, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition related costs, and restructuring charges. The most directly comparable GAAP measure is our loss from operations.

Non-GAAP Net Income (Loss)

We define Non-GAAP Net Income (Loss) as our GAAP net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition related costs, restructuring charges, and gain on convertible notes extinguishment. The most directly comparable GAAP measure is our net loss.

Non-GAAP Basic and Dilutive Net Income (Loss) per Share

We define Non-GAAP Basic and Dilutive Net Income (Loss) per Share as our Non-GAAP net income (loss), defined above, divided by our basic and diluted GAAP weighted average shares outstanding. The most directly comparable GAAP measure is our basic net loss per share.

Free Cash Flow

We define Free Cash flow as our GAAP cash flow provided by (used in) operating activities less our cash paid for website domain name and GAAP purchases of property, equipment, leasehold improvements and capitalized internal-use software (Capital Expenditures). The most directly comparable GAAP measure is our cash flow provided by (used in) operating activities.


BigCommerce Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands)

	March 31,			December 31,
	2025			2024
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	52,084		$	88,877
Restricted cash		1,164			1,479
Marketable securities		68,628			89,283
Accounts receivable, net		44,164			48,117
Prepaid expenses and other assets, net		18,575			14,641
Deferred commissions		8,065			8,822
Total current assets		192,680			251,219
Property and equipment, net		8,128			9,128
Operating lease, right-of-use-assets		7,447			1,993
Prepaid expenses and other assets, net of current portion		4,299			3,146
Deferred commissions, net of current portion		4,381			5,559
Intangible assets, net		17,426			17,317
Goodwill		51,927			51,927
Total assets	$	286,288		$	340,289
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	7,822		$	7,018
Accrued liabilities		2,760			3,194
Deferred revenue		48,658			46,590
Operating lease liabilities		2,006			2,438
Other liabilities		21,006			28,766
Total current liabilities		82,252			88,006
Convertible notes		157,788			216,466
Operating lease liabilities, net of current portion		6,994			1,680
Other liabilities, net of current portion		1,179			768
Total liabilities		248,213			306,920
Stockholders’ equity
Common stock		7			7
Additional paid-in capital		659,985			654,905
Accumulated other comprehensive income		124			145
Accumulated deficit		(622,041	)		(621,688	)
Total stockholders’ equity		38,075			33,369
Total liabilities and stockholders’ equity	$	286,288		$	340,289


BigCommerce Holdings, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share amounts) (unaudited)

	For the three months ended March 31,
	2025			2024
Revenue	$	82,370		$	80,360
Cost of revenue ⁽¹⁾		16,984			18,439
Gross profit		65,386			61,921
Operating expenses:
Sales and marketing⁽¹⁾		30,366			32,432
Research and development⁽¹⁾		19,206			19,988
General and administrative⁽¹⁾		13,644			14,929
Amortization of intangible assets		2,335			2,467
Acquisition related costs		333			333
Restructuring charges		1,912			0
Total operating expenses		67,796			70,149
Loss from operations		(2,410	)		(8,228	)
Gain on convertible note extinguishment		3,931			0
Interest income		1,300			3,178
Interest expense		(2,543	)		(720	)
Other expense		(107	)		(332	)
Income (loss) before provision for income taxes		171			(6,102	)
Provision for income taxes		(524	)		(290	)
Net loss	$	(353	)	$	(6,392	)
Basic net loss per share	$	(0.00	)	$	(0.08	)
Shares used to compute basic net loss per share		78,835			76,626

⁽¹⁾ Amounts include stock-based compensation expense and associated payroll tax costs, as follows:

	For the three months ended March 31,
	2025			2024
Cost of revenue	$	746		$	656
Sales and marketing		1,775			1,867
Research and development		3,042			3,476
General and administrative		(144	)		2,592


BigCommerce Holdings, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)

	Three months ended March 31,
	2025			2024

Cash flows from operating activities
Net loss	$	(353	)	$	(6,392	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		4,281			3,486
Amortization of discount on convertible notes		187			497
Amortization of premium on convertible notes		(402	)		0
Stock-based compensation expense		5,209			8,388
Provision for expected credit losses		930			863
Gain on convertible notes extinguishment		(3,931	)		0
Changes in operating assets and liabilities:
Accounts receivable		3,020			(2,588	)
Prepaid expenses and other assets		(5,084	)		(4,960	)
Deferred commissions		1,935			211
Accounts payable		678			(889	)
Accrued and other liabilities		(8,137	)		(4,601	)
Deferred revenue		2,068			2,568
Net cash provided by (used in) operating activities		401			(3,417	)
Cash flows from investing activities:
Cash paid for website domain name		(2,444	)		0
Purchase of property, equipment, leasehold improvements and capitalized internal-use software		(825	)		(806	)
Maturity of marketable securities		28,579			29,440
Purchase of marketable securities		(7,945	)		(35,565	)
Net cash provided by (used in) investing activities		17,365			(6,931	)
Cash flows from financing activities:
Proceeds from exercise of stock options		1,096			974
Taxes paid related to net share settlement of stock options		(1,225	)		(1,325	)
Payment of convertible note issuance costs		(217	)	0
Repayment of convertible notes and financing obligation		(54,528	)		(134	)
Net cash used in financing activities		(54,874	)		(485	)
Net change in cash and cash equivalents and restricted cash		(37,108	)		(10,833	)
Cash and cash equivalents and restricted cash, beginning of period		90,356			72,845
Cash and cash equivalents and restricted cash, end of period	$	53,248		$	62,012
Supplemental cash flow information:
Cash paid for interest	$	5,685		$	439
Cash paid for taxes	$	220		$	140
Right-of-use asset obtained in exchange for new operating lease liability	$	5,516		$	0
Noncash investing and financing activities:
Capital additions, accrued but not paid	$	205		$	0


BigCommerce Holdings, Inc. Disaggregation of Revenue

Disaggregated Revenue:

	Three months ended March 31,
*(in thousands)*	2025		2024
Subscription solutions	$	62,114	$	60,959
Partner and services		20,256		19,401
Revenue	$	82,370	$	80,360


Revenue by Geography:

	Three months ended March 31,
*(in thousands)*	2025		2024
Revenue:
United States	$	62,621	$	61,138
EMEA		9,965		9,192
APAC		5,925		6,254
Rest of World		3,859		3,776
Revenue	$	82,370	$	80,360


BigCommerce Holdings, Inc Reconciliation of GAAP to Non-GAAP Results (in thousands, except per share amounts) (unaudited)

Reconciliation of loss from operations to Non-GAAP operating income:

	Three months ended March 31,
	2025			2024
*(in thousands)*
Revenue	$	82,370		$	80,360

Loss from operations	$	(2,410	)	$	(8,228	)
Plus:
Stock-based compensation expense and associated payroll tax costs		5,419			8,591
Amortization of intangible assets		2,335			2,467
Acquisition related costs		333			333
Restructuring charges		1,912			0
Non-GAAP operating income	$	7,589		$	3,163
Non-GAAP operating income as a percentage of revenue		9.2	%		3.9	%


Reconciliation of net loss & basic net loss per share to Non-GAAP net income & Non-GAAP basic and diluted net income per share:

	Three months ended March 31,
	2025			2024
*(in thousands)*
Revenue	$	82,370		$	80,360

Net loss	$	(353	)	$	(6,392	)
Plus:
Stock-based compensation expense and associated payroll tax costs		5,419			8,591
Amortization of intangible assets		2,335			2,467
Acquisition related costs		333			333
Restructuring charges		1,912			0
Gain on convertible notes extinguishment		(3,931	)		0
Non-GAAP net income	$	5,715		$	4,999
Basic net loss per share	$	(0.00	)	$	(0.08	)
Non-GAAP basic net income per share	$	0.07		$	0.07
Non-GAAP diluted net income per share	$	0.07		$	0.06
Shares used to compute basic net loss per share and basic Non-GAAP net income per share		78,835			76,626
Shares used to compute diluted Non-GAAP net income per share		80,464			78,521
Non-GAAP net income as a percentage of revenue		6.9	%		6.2	%


Reconciliation of net loss to adjusted EBITDA:

	Three months ended March 31,
	2025			2024
*(in thousands)*
Revenue	$	82,370		$	80,360

Net loss	$	(353	)	$	(6,392	)
Plus:
Stock-based compensation expense and associated payroll tax costs		5,419			8,591
Amortization of intangible assets		2,335			2,467
Acquisition related costs		333			333
Restructuring charges		1,912			0
Depreciation		1,244			1,019
Gain on convertible notes extinguishment		(3,931	)		0
Interest income		(1,300	)		(3,178	)
Interest expense		2,543			720
Other expenses		107			332
Provision for income taxes		524			290
Adjusted EBITDA	$	8,833		$	4,182
Adjusted EBITDA as a percentage of revenue		10.7	%		5.2	%


Reconciliation of Cost of revenue to Non-GAAP cost of revenue:

	Three months ended March 31,
	2025			2024
*(in thousands)*
Revenue	$	82,370		$	80,360

Cost of revenue	$	16,984		$	18,439
Less:
Stock-based compensation expense and associated payroll tax costs		746			656
Non-GAAP cost of revenue	$	16,238		$	17,783
As a percentage of revenue		19.7	%		22.1	%


Reconciliation of Sales and marketing expense to Non-GAAP sales and marketing expense:

	Three months ended March 31,
	2025			2024
*(in thousands)*
Revenue	$	82,370		$	80,360

Sales and marketing	$	30,366		$	32,432
Less:
Stock-based compensation expense and associated payroll tax costs		1,775			1,867
Non-GAAP sales and marketing	$	28,591		$	30,565
As a percentage of revenue		34.7	%		38.0	%


Reconciliation of Research and development expense to Non-GAAP research and development expense:

	Three months ended March 31,
	2025			2024
*(in thousands)*
Revenue	$	82,370		$	80,360

Research and development	$	19,206		$	19,988
Less:
Stock-based compensation expense and associated payroll tax costs		3,042			3,476
Non-GAAP research and development	$	16,164		$	16,512
As a percentage of revenue		19.6	%		20.5	%


Reconciliation of General and administrative expense to Non-GAAP general and administrative expense:

	Three months ended March 31,
	2025			2024
*(in thousands)*
Revenue	$	82,370		$	80,360

General & administrative	$	13,644		$	14,929
Less:
Stock-based compensation expense and associated payroll tax costs		(144	)		2,592
Non-GAAP general & administrative	$	13,788		$	12,337
As a percentage of revenue		16.7	%		15.4	%


Reconciliation of net cash provided by (used in) operating activities to free cash flow:
	Three months ended March 31,
	2025			2024
*(in thousands)*
Net cash provided by (used in) operating activities	$	401		$	(3,417	)
Cash paid for website domain name		(2,444	)		0
Purchase of property, equipment, leasehold improvements and capitalized internal-use software		(825	)		(806	)
Free cash flow	$	(2,868	)	$	(4,223	)

The MIL Network –

May 8, 2025

MIL-OSI: Berry Corporation Reports First Quarter 2025 Financial and Operational Results, Reaffirms FY25 Guidance and Announces Quarterly Dividend

Source: GlobeNewswire (MIL-OSI)

DALLAS, May 08, 2025 (GLOBE NEWSWIRE) — Berry Corporation (bry) (NASDAQ: BRY) (“Berry” or the “Company”) today announced its financial and operational results for the first quarter of 2025, as well as a quarterly cash dividend of $0.03 per share. Berry has provided a supplemental slide deck summarizing these results, which can be found at www.bry.com. The Company plans to host a conference call and webcast to discuss its first quarter 2025 results and latest 2025 outlook, at 10:00 a.m. CT, Thursday, May 8, 2025; access details can be found in this release.

First Quarter 2025 Highlights

Reaffirmed FY25 guidance due to favorable hedge position, protecting cash flows and liquidity position
Produced 24.7 MBoe/d (93% oil), in-line with plan and down slightly quarter-over-quarter due to planned downtime associated with drilling activity targeting the thermal diatomite reservoir
Reported hedged LOE of $26.40/Boe, 9% below midpoint of FY25 guidance
Returned $2 million in cash to shareholders through quarterly dividend of $0.03 per share, which represents a 5% dividend yield⁽²⁾ on an annual basis
Paid down $11 million of total debt
Increased liquidity to $120 million while improving leverage ratio⁽¹⁾ quarter-over-quarter to 1.37x
Reported net loss of $97 million, or $1.25 per diluted share, including a non-cash impairment of $113 million (after tax), and Adjusted Net Income⁽¹⁾ of $9 million, or $0.12 per diluted share
Generated operating cash flow of $46 million, Adjusted EBITDA⁽¹⁾ of $68 million and Free Cash Flow⁽¹⁾ of $17 million
Reported zero recordable incidents, zero lost-time incidents, and no reportable spills in our E&P operations

Other Updates

Oil volumes 73% hedged for remainder of 2025 at $74.69/Bbl and 63% hedged for 2026 at $69.42/Bbl⁽³⁾
Mark-to-market (crude oil) hedge value of $129 million as of May 2, 2025
Completed drilling Berry-operated Uinta Basin 4-well horizontal pad; first production expected in the third quarter
Published updated and expanded sustainability metrics in April; Sustainability Report planned for the third quarter


(1)	Please see “Non-GAAP Financial Measures and Reconciliations” in this release for a reconciliation and more information on these Non-GAAP measures.
(2)	Based on BRY share price of $2.59 as of May 2, 2025.
(3)	Based on the midpoint of full year 2025 oil production guidance.

MANAGEMENT COMMENTS

Fernando Araujo, Berry’s Chief Executive Officer, said, “We delivered strong financial and operating results in the first quarter, highlighting the strengths of our business model and strategy. Production decreased slightly due to planned downtime, as we drilled twice as many California wells compared to last quarter. Our California drilling program is focused on our thermal diatomite assets, building on our success in 2024 with exceptional results. At recent strip pricing, rates of return here exceed 100%. In Utah, we recently finished drilling our 4-well horizontal pad ahead of schedule and on budget. First production from this pad is expected in the third quarter. Our high- quality, low-break even assets position us well, even in the current environment.”

Mr. Araujo continued, “We are confident in our ability to navigate current market volatility and our 2025 outlook remains unchanged. Our cash flow is protected by our strong hedge position, and our strategy is anchored by our shallow decline rate, low capital intensity assets and high rate of return development. We have a resilient business with low breakeven prices and expect to fully fund our 2025 plan at prices well below current levels. ”

FIRST QUARTER 2025 FINANCIAL AND OPERATING SUMMARY

Selected Comparative Results

	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(unaudited) (in millions, except per share amounts)
Production (MBoe/d)		24.7			26.1			25.4
Oil, natural gas & NGL revenues⁽¹⁾	$	148		$	158		$	166
Net income (loss)	$	(97	)	$	(2	)	$	(40	)
Adjusted Net Income⁽²⁾	$	9		$	17		$	11
Adjusted EBITDA⁽²⁾	$	68		$	82		$	69
Earnings per diluted share	$	(1.25	)	$	(0.02	)	$	(0.53	)
Adjusted earnings per diluted share⁽²⁾	$	0.12		$	0.21		$	0.14
Cash Flow from Operations	$	46		$	41		$	1
Capital expenditures	$	28		$	17		$	17
Free cash flow⁽²⁾	$	17		$	24		$	10
__________
(1) Revenues do not include hedge settlements.
(2) Please see “Non-GAAP Financial Measures and Reconciliations” in this press release for more information on these Non-GAAP measures and reconciliations to the nearest GAAP measures.

CAPITAL STRUCTURE

As of March 31, 2025, Berry had $439 million outstanding on its 2024 term loan and no borrowings outstanding under its 2024 revolving credit facility. As of March 31, 2025, the Company had $120 million of liquidity, consisting of $39 million of cash and cash equivalents, $49 million available for borrowings under its 2024 revolving credit facility and $32 million available for delayed draw borrowings under its 2024 term loan. Based on current forward commodity prices, Berry expects to fund the remainder of its 2025 capital development program with cash flow from operations. As of March 31, 2025, the Company had a leverage ratio⁽¹⁾ of 1.37x.


(1)	Please see “Non-GAAP Financial Measures and Reconciliations” later in this press release for reconciliation and more information on these Non-GAAP measures.

DEBT REDUCTION AND SHAREHOLDER RETURNS

During the quarter, the Company paid down approximately $11 million of total debt.

On May 7, 2025, Berry’s Board of Directors approved a quarterly cash dividend of $0.03 per share of common stock, payable on May 29, 2025 to shareholders of record as of the close of business on May 19, 2025.

2025 GUIDANCE (UNCHANGED FROM PRIOR OUTLOOK)

Full Year 2025 Guidance		Low	High
Average Daily Production (boe/d)⁽¹⁾		$24,800	$26,000
Non-energy LOE ($/boe)⁽²⁾		$13.00	$15.00
Energy LOE (unhedged) ($/boe)⁽³⁾		$12.70	$14.50
Natural Gas Purchase Hedge Settlements ($/boe)⁽⁴⁾⁽⁵⁾		$1.00	$1.60
Taxes, Other Than Income Taxes ($/boe)		$5.50	$6.50
Adjusted G&A expenses – E&P Segment & Corp ($/boe)⁽⁶⁾⁽⁷⁾		$6.35	$6.75
Capital Expenditures ($ millions)^{(8) (9)}		$110	$120
_____________
(1)	Oil production is expected to be approximately 93% of total.
(2)	Non-energy LOE consists of lease operating costs not included in Energy LOE.
(3)	Energy LOE (unhedged) consists of costs to generate steam and electricity the Company produces and uses in its operations and the power the Company purchases for its E&P operations.
(4)	Natural gas purchase hedge settlements is the cash (received) or paid from these derivatives on a per boe basis.
(5)	Based on natural gas hedge positions and basis differentials as of December 31, 2024, and the Henry Hub gas price of $3.00 per mmbtu.
(6)	Adjusted G&A expenses is a non-GAAP financial measure. The Company does not provide a reconciliation of this measure because the Company believes such reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items included in or excluded from the GAAP financial measures without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company’s control or cannot be reasonably predicted. Non-GAAP forward-looking measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.
(7)	See further discussion and reconciliation in “Non-GAAP Financial Measures and Reconciliations.”
(8)	Total company capital expenditures, including E&P segment, well servicing & abandonment services segment and corporate.
(9)	Approximately 60% of Berry’s 2025 capital program is expected to be directed to California, with 40% allocated to Utah.

RISK MANAGEMENT

Berry utilizes hedges to manage commodity price risk, protect the balance sheet and ensure cash flow to fund its annual capital program. In April 2025, the Company strategically raised the average oil hedge price in 2026 and 2027 by $6 per barrel on 2.3 MBbls/d by converting most of its Brent collars and all purchased puts into swaps to provide additional protection in the current volatile pricing environment.

Based on the midpoint of Berry’s 2025 full year oil production guidance and its hedge book as of May 2, 2025, the Company has 73% of its estimated oil production volumes hedged for the remainder of 2025 at an average price of $74.69/Bbl of Brent, and 63% of oil production (assuming the midpoint of 2025 annual guidance) hedged for 2026 at $69.42/Bbl. Berry has gas purchase hedges for approximately 80% of its expected gas demand for the remainder of 2025, with an average swap price of $4.24/MMBtu. Complete details on the Company’s derivative positions can be found in its investor presentation located at https://ir.bry.com/reports-resources.

CONFERENCE CALL DETAILS

Berry plans to host a conference call to discuss its first quarter 2025 results, as well as its 2025 outlook:

Call Date: Thursday, May 8, 2025
Call Time: 11:00 a.m. Eastern Time / 10:00 a.m. Central Time / 8:00 a.m. Pacific Time

Join the live listen-only audio webcast at https://edge.media-server.com/mmc/p/2swb49hy or at https://bry.com/category/events. Accompanying slides will also be available at the time of the call at www.bry.com.

To ask a question on the call, please dial in using the phone number and passcode below:

Toll-Free: (800) 715-9871
Passcode: 6035522

A web based audio replay will be available shortly after the broadcast and will be archived at https://ir.bry.com/reports-resources or visit https://edge.media-server.com/mmc/p/2swb49hy or https://bry.com/category/events

ABOUT BERRY CORPORATION (BRY)

Berry is a publicly traded (NASDAQ: BRY) western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. We operate in two business segments: (i) exploration and production (“E&P”) and (ii) well servicing and abandonment services. Our E&P assets are located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Our California assets are in the San Joaquin Basin (100% oil), and our Utah assets are in the Uinta Basin (65% oil). We provide our well servicing and abandonment services to third party operators in California and our California E&P operations through C&J Well Services (CJWS). More information can be found at the Company’s website at www.bry.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

You can typically identify forward-looking statements by words such as “aim,” “anticipate,” “achievable,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “likely,” “may,” “might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” and other similar words that reflect the prospective nature of events or outcomes. All statements other than statements of historical facts included in this press release that address plans, activities, events, objectives, goals, strategies or developments that we expect, believe or anticipate will or may occur in the future, such as those regarding our financial position, liquidity, cash flows, financial and operating results, capital program and development and production plans, operations and business strategy, potential acquisition and other strategic opportunities, reserves, hedging activities, capital expenditures, return of capital, future distributions, capital investments, our ESG strategy and the initiation of new projects or business in connection therewith, recovery factors and other guidance, are forward-looking statements. Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an indication of future performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, the Company does not undertake any obligation to update, modify or withdraw any forward-looking statements as a result of new information, future events or otherwise, unless required by law.

Factors that could cause actual results to differ from management’s expectations include, but are not limited to: the impact of current, pending and/or future laws and regulations, and of legislative and regulatory changes and other government activities, including those related to permitting, drilling, completion, well stimulation, operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of our products; the regulatory environment, including availability or timing of, and conditions imposed on, obtaining and/or maintaining permits and approvals, including those necessary for drilling and/or development projects; volatility of oil, natural gas and NGL prices, including as a result of political instability, armed conflicts or economic sanctions; inflation levels and government efforts aimed to reduce inflation, including related interest rate determinations; overall domestic and global political and economic trends, geopolitical risks and general economic and industry conditions; inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures, meet our working capital requirements or fund planned investments; our ability to satisfy our debt obligations and comply with all covenants, agreements and conditions under our debt agreements; any future impairments to the Company’s proved or unproved oil and gas properties or write-downs of productive assets; the imposition of tariffs or trade or other economic sanctions, political instability or armed conflict in oil and gas producing regions, including the ongoing conflict in Ukraine, the ongoing conflict in the Middle East, or a prolonged recession, among other factors; changes in supply of and demand for oil, natural gas and NGLs, including due to the actions of foreign producers, importantly including OPEC+ and change in OPEC+’s production levels; the competitiveness and rate of adoption of alternative energy sources, including the factors and trends that are expected to shape it, such as concerns about climate change and other air quality issues; the price and availability of natural gas and electricity to generate stream used in our operations; disruptions to, capacity constraints in, or other limitations on pipeline and other transportation systems that deliver our oil and natural gas to customers and other processing and transportation considerations; our ability to recruit and/or retain key members of our senior management and key technical employees; potential liability resulting from pending or future litigation, government investigations or other legal proceedings; competition and consolidation in the E&P industry; our ability to replace our reserves through exploration and development activities or acquisitions; our ability to make acquisitions and successfully integrate any acquired businesses; information technology failures or cyberattacks; and the other risks described under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the Securities and Exchange Commission (the “SEC”).

Investors are urged to consider carefully the disclosure in our filings with the SEC, available from us at via our website or via the Investor Relations contact below, or from the SEC’s website at www.sec.gov.

CONTACT

Contact: Berry Corporation (bry)
Christopher Denison: Director – Investor Relations & Sustainability
(661) 616-3811
ir@bry.com

TABLES FOLLOWING

The financial information and certain other information presented have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in certain tables. In addition, certain percentages presented here reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers, or may not sum due to rounding.

SUMMARY OF RESULTS

	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(unaudited) ($ and shares in thousands, except per share amounts)
Consolidated Statement of Operations Data:
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	147,862		$	157,957		$	166,318
Service revenue		23,664			23,554			31,683
Electricity sales		4,967			3,262			4,243
Gains (losses) on oil and gas sales derivatives		5,475			(5,730	)		(71,200	)
Marketing and other revenues		683			36			5,036
Total revenues and other		182,651			179,079			136,080

Expenses and other:
Lease operating expenses		57,282			55,763			61,276
Cost of services		20,825			20,907			27,304
Electricity generation expenses		1,209			1,523			1,093
Transportation expenses		939			1,122			1,059
Marketing expenses		292			—			4,390
Acquisition costs		—			—			2,617
General and administrative expenses		20,305			18,389			20,234
Depreciation, depletion and amortization		40,392			43,579			42,831
Impairment of oil and gas properties		157,910			—			—
Taxes, other than income taxes		9,240			8,498			15,689
(Gains) losses on natural gas purchase derivatives		(5,691	)		7,883			4,481
Other operating expense (income)		401			3,763			(133	)
Losses on debt retirement		—			7,066			—
Total expenses and other		303,104			168,493			180,841

Other (expenses) income:
Interest expense		(15,172	)		(10,859	)		(9,140	)
Other, net		272			136			(83	)
Total other expenses		(14,900	)		(10,723	)		(9,223	)
Loss before income taxes		(135,353	)		(137	)		(53,984	)
Income tax (benefit) expense		(38,673	)		1,622			(13,900	)
Net loss	$	(96,680	)	$	(1,759	)	$	(40,084	)

Net loss per share:
Basic	$	(1.25	)	$	(0.02	)	$	(0.53	)
Diluted	$	(1.25	)	$	(0.02	)	$	(0.53	)

Weighted-average shares of common stock outstanding – basic		77,196			76,939			76,254
Weighted-average shares of common stock outstanding – diluted		77,196			76,939			76,254

Adjusted Net Income⁽¹⁾	$	9,370		$	16,531		$	10,910
Weighted-average shares of common stock outstanding – diluted		77,371			77,213			77,373
Diluted earnings per share on Adjusted Net Income⁽¹⁾	$	0.12		$	0.21		$	0.14


	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(unaudited) ($ and shares in thousands, except per share amounts)
Adjusted EBITDA⁽¹⁾	$	68,450		$	81,780		$	68,534
Free Cash Flow⁽¹⁾	$	17,483		$	24,144		$	10,337
Adjusted General and Administrative Expenses⁽¹⁾	$	18,300		$	16,325		$	18,943
Effective Tax Rate		29	%	N/A				26	%

Cash Flow Data:
Net cash provided by operating activities	$	45,872		$	41,361		$	27,273
Net cash used in investing activities	$	(19,770	)	$	(19,907	)	$	(18,661	)
Net cash used in financing activities	$	(16,876	)	$	(889	)	$	(9,990	)

__________
(1) See further discussion and reconciliation in “Non-GAAP Financial Measures and Reconciliations.”

	March 31, 2025		December 31, 2024
	(unaudited) ($ and shares in thousands)
Balance Sheet Data:
Total current assets	$	161,114	$	149,643
Total property, plant and equipment, net	$	1,153,711	$	1,320,380
Total current liabilities	$	183,429	$	187,880
Long-term debt	$	374,478	$	384,633
Total stockholders’ equity	$	631,468	$	730,636
Outstanding common stock shares as of		77,596		76,939

The following table represents selected financial information for the periods presented regarding the Company’s business segments on a stand-alone basis and the consolidation and elimination entries necessary to arrive at the financial information for the Company on a consolidated basis.

	Three Months Ended March 31, 2025
	E&P			Well Servicing and Abandonment Services			Corporate/Eliminations			Consolidated Company
	(unaudited) (in thousands)
Revenues⁽¹⁾	$	153,512		$	29,747		$	(6,083	)	$	177,176
Net (loss) before income taxes	$	(101,417	)	$	(1,711	)	$	(32,225	)	$	(135,353	)
Capital expenditures	$	27,618		$	56		$	715		$	28,389
Total assets	$	1,385,674		$	52,392		$	(33,728	)	$	1,404,338

	Three Months Ended December 31, 2024
	E&P		Well Servicing and Abandonment Services			Corporate/Eliminations			Consolidated Company
	(unaudited) (in thousands)
Revenues⁽¹⁾	$	161,254	$	29,468		$	(5,913	)	$	184,809
Net income (loss) before income taxes	$	38,101	$	(3,157	)	$	(35,081	)	$	(137	)
Capital expenditures	$	15,386	$	1,057		$	774		$	17,217
Total assets	$	1,535,292	$	57,752		$	(75,358	)	$	1,517,686

	Three Months Ended March 31, 2024
	E&P			Well Servicing and Abandonment Services			Corporate/Eliminations			Consolidated Company
	(unaudited) (in thousands)
Revenues⁽¹⁾	$	175,597		$	35,468		$	(3,785	)	$	207,280
Net (loss) income before income taxes	$	(24,836	)	$	(1,241	)	$	(27,907	)	$	(53,984	)
Capital expenditures	$	15,417		$	1,332		$	187		$	16,936
Total assets	$	1,625,178		$	65,948		$	(115,610	)	$	1,575,516
__________
(1) These revenues do not include hedge settlements.

COMMODITY PRICING

	Three Months Ended
	March 31, 2025		December 31, 2024		March 31, 2024
Weighted Average Realized Prices
Oil without hedge ($/bbl)	$	69.48	$	69.08	$	75.31
Effects of scheduled derivative settlements ($/bbl)		0.08		1.64		(2.17	)
Oil with hedge ($/bbl)	$	69.56	$	70.72	$	73.14
Natural gas ($/mcf)	$	3.95	$	3.47	$	3.76
NGLs ($/bbl)	$	30.56	$	29.67	$	29.60

Purchased Natural Gas
Purchase price, before the effects of derivative settlements ($/mmbtu)	$	4.35	$	3.76	$	4.11
Effects of derivative settlements ($/mmbtu)		0.35		0.62		0.92
Purchase price, after the effects of derivative settlements ($/mmbtu)	$	4.70	$	4.38	$	5.03

Index Prices
Brent oil ($/bbl)	$	74.98	$	74.01	$	81.76
WTI oil ($/bbl)	$	71.51	$	70.33	$	77.02
Natural gas ($/mmbtu) – SoCal Gas city-gate⁽¹⁾	$	4.50	$	3.57	$	4.21
Natural gas ($/mmbtu) – Northwest, Rocky Mountains⁽²⁾	$	3.88	$	3.09	$	3.41
Henry Hub natural gas ($/mmbtu)⁽²⁾	$	4.14	$	2.44	$	2.15
__________
(1) The natural gas we purchase to generate steam and electricity is primarily based on Rockies price indexes, including transportation charges, as we currently purchase a substantial majority of our gas needs from the Rockies, with the balance purchased in California. SoCal Gas city-gate Index is the relevant index used only for the portion of gas purchases in California.
(2) Most of our gas purchases and gas sales in the Rockies are predicated on the Northwest, Rocky Mountains index, and to a lesser extent based on Henry Hub.

Natural gas prices and differentials are strongly affected by local market fundamentals, availability of transportation capacity from producing areas and seasonal impacts. Our key exposure to gas prices is in costs. We purchase substantially more natural gas for our California steamfloods and cogeneration facilities than we produce and sell in the Rockies. In May 2022, we began purchasing most of our gas in the Rockies and transporting it to our California operations using the Kern River pipeline capacity. Beginning in 2025, we purchased approximately 43,000 mmbtu/d in the Rockies (48,000 mmbtu/d prior to this change), with the remaining volumes purchased in California markets. Gas volumes purchased in California fluctuate, and averaged 4,000 mmbtu/d in the first quarter of 2025, 3,000 mmbtu/d in the fourth quarter of 2024 and 5,000 mmbtu/d in the first quarter of 2024. The natural gas we purchased in the Rockies is shipped to our operations in California to help limit our exposure to California fuel gas purchase price fluctuations. We strive to further minimize the variability of our fuel gas costs for our steam operations by hedging a significant portion of our gas purchases. Additionally, the negative impact of higher gas prices on our California operating expenses is partially offset by higher gas sales for the gas we produce and sell in the Rockies. The Kern River pipeline capacity allows us to purchase and sell natural gas at the same pricing indices.

CURRENT HEDGING SUMMARY

As of May 2, 2025, we had the following crude oil production and gas purchases hedges.

	Q2 2025		Q3 2025		Q4 2025		FY 2026		FY 2027		FY 2028
Brent – Crude Oil production
Swaps
Hedged volume (bbls)		1,637,198		1,613,083		1,518,000		5,247,518		3,483,500		1,505,500
Hedged volume (mbbls) per day		18.0		17.5		16.5		14.4		9.5		4.1
Weighted-average price ($/bbl)	$	74.35	$	74.48	$	75.28	$	69.74	$	69.72	$	68.05
Collars
Hedged volume (bbls)		—		—		—		180,000		182,000		—
Hedged volume (mbbls) per day		—		—		—		0.5		0.5		—
Weighted-average ceiling ($/bbl)	$	—	$	—	$	—	$	81.36	$	80.00	$	—
Weighted-average floor ($/bbl)	$	—	$	—	$	—	$	60.00	$	65.00	$	—
NWPL – Natural Gas purchases⁽¹⁾
Swaps
Hedged volume (mmbtu)		3,640,000		3,680,000		3,680,000		12,160,000		—		—
Hedged volume (mmbtu) per day		40.0		40.0		40.0		33.3		—		—
Weighted-average price ($/mmbtu)	$	4.29	$	4.29	$	4.15	$	3.93	$	—	$	—
__________
(1) The term “NWPL” is defined as Northwest Rocky Mountain Pipeline.

GAINS (LOSSES) ON DERIVATIVES

A summary of gains and losses on the derivatives included on the statements of operations is presented below:

	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(unaudited) (in thousands)
Realized (losses) gains on commodity derivatives:
Realized gains (losses) on oil sales derivatives	$	164		$	7,173		$	(4,682	)
Realized (losses) on natural gas purchase derivatives		(1,476	)		(3,184	)		(4,412	)
Total realized (losses) gains on derivatives	$	(1,312	)	$	3,989		$	(9,094	)

Unrealized gains (losses) on commodity derivatives:
Unrealized gains (losses) on oil sales derivatives	$	5,311		$	(12,903	)	$	(66,518	)
Unrealized gains (losses) on natural gas purchase derivatives		7,167			(4,699	)		(69	)
Total unrealized gains (losses) on derivatives	$	12,478		$	(17,602	)	$	(66,587	)
Total gains (losses) on derivatives	$	11,166		$	(13,613	)	$	(75,681	)

PRODUCTION STATISTICS

	Three Months Ended
	March 31, 2025	December 31, 2024	March 31, 2024
Net Oil, Natural Gas and NGLs Production Per Day⁽¹⁾:
Oil (mbbl/d)
California	20.4	21.8	21.3
Utah	2.6	2.5	2.5
Total oil	23.0	24.3	23.8
Natural gas (mmcf/d)
Utah	7.9	8.4	7.9
Total natural gas	7.9	8.4	7.9
NGLs (mbbl/d)
Utah	0.4	0.4	0.3
Total NGLs	0.4	0.4	0.3
Total Production (mboe/d)⁽²⁾	24.7	26.1	25.4
__________
(1) Production represents volumes sold during the period. We also consume a portion of the natural gas we produce on lease to extract oil and gas.
(2) Natural gas volumes have been converted to boe based on energy content of six mcf of gas to one bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the three months ended March 31, 2025, the average prices of Brent oil and Henry Hub natural gas were $74.98 per bbl and $4.14 per mmbtu respectively.

CAPITAL EXPENDITURES

	Three Months Ended
	March 31, 2025		December 31, 2024		March 31, 2024
			(unaudited) (in thousands)
Capital expenditures ⁽¹⁾⁽²⁾	$	28,389	$	17,217	$	16,936
__________
(1) Capital expenditures include capitalized overhead and interest and excludes acquisitions and asset retirement spending.
(2) Capital expenditures for the three months ended March 31, 2025 were less than $1 million related to the well servicing and abandonment services segment. Capital expenditures for the three months ended December 31, 2024 and March 31, 2024 were $1 million related to the well servicing and abandonment services segment.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

Adjusted EBITDA is not a measure of either net income (loss) or cash flow, Free Cash Flow is not a measure of cash flow, Adjusted Net Income (Loss) is not a measure of net income (loss), and Adjusted General and Administrative Expenses is not a measure of general and administrative expenses, in all cases, as determined by GAAP. Rather, Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), and Adjusted General and Administrative Expenses are supplemental non-GAAP financial measures used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies.

We define Adjusted EBITDA as earnings before interest expense; income taxes; depreciation, depletion, and amortization; derivative gains or losses net of cash received or paid for scheduled derivative settlements; impairments; stock compensation expense; and unusual and infrequent items. Our management believes Adjusted EBITDA provides useful information in assessing our financial condition, results of operations and cash flows and is widely used by the industry and the investment community. The measure also allows our management to more effectively evaluate our operating performance and compare the results between periods without regard to our financing methods or capital structure. We also use Adjusted EBITDA in planning our capital expenditure allocation to sustain production levels and to determine our strategic hedging needs aside from the hedging requirements of the 2024 Term Loan and 2024 Revolver.

We define Free Cash Flow as cash flow from operations less capital expenditures. We use Free Cash Flow as the primary metric to measure our ability to pay dividends, pay down debt, repurchase stock, and make strategic growth and bolt-on acquisitions. Management believes Free Cash Flow may be useful in an investor analysis of our ability to generate cash from operating activities from our existing oil and gas asset base after capital expenditures and to fund such activities. Free Cash Flow does not represent the total increase or decrease in our cash balance, and it should not be inferred that the entire amount of Free Cash Flow is available for dividends, debt repayment, share repurchases, strategic acquisitions or other growth opportunities, or other discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures that are not deducted from this measure.

We define Adjusted Net Income (Loss) as net income (loss) adjusted for derivative gains or losses net of cash received or paid for scheduled derivative settlements, unusual and infrequent items, and the income tax expense or benefit of these adjustments using our statutory tax rate. Adjusted Net Income (Loss) excludes the impact of unusual and infrequent items affecting earnings that vary widely and unpredictably, including non-cash items such as derivative gains and losses. This measure is used by management when comparing results period over period. We believe Adjusted Net Income (Loss) is useful to investors because it reflects how management evaluates the Company’s ongoing financial and operating performance from period-to-period after removing certain transactions and activities that affect comparability of the metrics and are not reflective of the Company’s core operations. We believe this also makes it easier for investors to compare our period-to-period results with our peers.

We define Adjusted General and Administrative Expenses as general and administrative expenses adjusted for non-cash stock compensation expense and unusual and infrequent costs. Management believes Adjusted General and Administrative Expenses is useful because it allows us to more effectively compare our performance from period to period. We believe Adjusted General and Administrative Expenses is useful to investors because it reflects how management evaluates the Company’s ongoing general and administrative expenses from period-to-period after removing non-cash stock compensation, as well as unusual or infrequent costs that affect comparability of the metrics and are not reflective of the Company’s administrative costs. We believe this also makes it easier for investors to compare our period-to-period results with our peers.

While Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), and Adjusted General and Administrative Expenses are non-GAAP measures, the amounts included in the calculation of Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), and Adjusted General and Administrative Expenses were computed in accordance with GAAP. These measures are provided in addition to, and not as an alternative for, income and liquidity measures calculated in accordance with GAAP and should not be considered as an alternative to, or more meaningful than income and liquidity measures calculated in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance, such as our cost of capital and tax structure, as well as the historic cost of depreciable and depletable assets. Our computations of Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), and Adjusted General and Administrative Expenses may not be comparable to other similarly titled measures used by other companies. Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), and Adjusted General and Administrative Expenses should be read in conjunction with the information contained in our financial statements prepared in accordance with GAAP.

Leverage Ratio is a non-GAAP financial measure, which is used by management and external users of our financial statements to evaluate the financial condition of the Company. It is calculated as net debt divided by Adjusted EBITDA (defined above) for the most recently completed 12-month period. Net debt is calculated as long-term debt (from our 2024 Term Loan and 2024 Revolver), including the current portion and excluding unamortized discount and debt issuance costs, less unrestricted cash and cash equivalents. Management believes that Leverage Ratio provides useful information to investors because it is widely used by analysts, investors and ratings agencies in evaluating the financial condition of companies.

ADJUSTED EBITDA

The following tables present reconciliations of the GAAP financial measures of net income (loss) and net cash provided (used) by operating activities to the non-GAAP financial measure of Adjusted EBITDA, as applicable, for each of the periods indicated.

	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(unaudited) (in thousands)
Adjusted EBITDA reconciliation:
Net loss	$	(96,680	)	$	(1,759	)	$	(40,084	)
Add (Subtract):
Interest expense		15,172			10,859			9,140
Income tax (benefit) expense		(38,673	)		1,622			(13,900	)
Depreciation, depletion, and amortization		40,392			43,579			42,831
Impairment of oil and gas properties		157,910			—			—
Stock compensation expense		2,406			2,315			385
(Gains) losses on derivatives		(11,166	)		13,613			75,681
Net cash (paid) received for scheduled derivative settlements		(1,312	)		722			(9,094	)
Acquisition costs⁽¹⁾		—			—			2,617
Non-recurring costs⁽²⁾		—			—			1,091
Other operating expense (income)		401			3,763			(133	)
Losses on debt retirement⁽³⁾		—			7,066			—
Adjusted EBITDA	$	68,450		$	81,780		$	68,534

Net cash provided by operating activities	$	45,872		$	41,361		$	27,273
Add (Subtract):
Cash interest payments		13,459			14,129			15,256
Cash income tax payments		66			651			—
Acquisition costs⁽¹⁾		—			—			2,617
Non-recurring costs⁽²⁾		—			—			1,091
Changes in operating assets and liabilities – working capital⁽⁴⁾		9,265			13,535			22,543
Other operating (income) expense – cash portion⁽⁵⁾		(212	)		7,664			(246	)
Losses on debt retirement – cash portion⁽⁶⁾		—			4,440			—
Adjusted EBITDA	$	68,450		$	81,780		$	68,534
__________
(1) Includes legal and other professional expenses related to various transactions activities.
(2) Non-recurring costs included cost savings initiatives.
(3) Includes expenses related to the retirement debt, as well as financing activities we terminated upon successful completion of the 2024 term loan and the 2024 revolving credit facility.
(4) Changes in other assets and liabilities consists of working capital and various immaterial items.
(5) Represents the cash portion of other operating (income) expenses from the income statement, net of the non-cash portion in the cash flow statement.
(6) Includes expenses related to the financing activities we terminated upon successful completion of the 2024 term loan and the 2024 revolving credit facility.

FREE CASH FLOW

The following table presents a reconciliation of the GAAP financial measure of operating cash flow to the non-GAAP financial measure of Free Cash Flow for each of the periods indicated.

	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(unaudited) (in thousands)
Free Cash Flow reconciliation:
Net cash provided by operating activities	$	45,872		$	41,361		$	27,273
Capital expenditures		(28,389	)		(17,217	)		(16,936	)
Free Cash Flow	$	17,483		$	24,144		$	10,337

LEVERAGE RATIO

The following table presents our leverage ratio.

	Three Months Ended
	March 31, 2025			December 31, 2024
	(unaudited) (in thousands)
Net debt reconciliation:
2024 Term loan borrowings	$	438,750		$	450,000
2024 Revolver borrowings		—			—
Subtract:
Unrestricted cash		(39,002	)		(15,336	)
Net Debt	$	399,748		$	434,664

Trailing twelve month Adjusted EBITDA	$	291,680		$	291,764

Leverage Ratio	1.37x			1.49x

ADJUSTED NET INCOME (LOSS)

The following table presents a reconciliation of the GAAP financial measures of net income (loss) and net income (loss) per share — diluted to the non-GAAP financial measures of Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per share — diluted for each of the periods indicated.

	Three Months Ended
	March 31, 2025						December 31, 2024						March 31, 2024
	(in thousands)			per share – diluted			(in thousands)			per share – diluted			(in thousands)			per share – diluted
	(unaudited)
Adjusted Net Income reconciliation:
Net loss	$	(96,680	)	$	(1.25	)	$	(1,759	)	$	(0.02	)	$	(40,084	)	$	(0.52	)
Add (Subtract):
(Gains) losses on derivatives		(11,166	)		(0.14	)		13,613			0.18			75,681			0.98
Net cash (paid) received for scheduled derivative settlements		(1,312	)		(0.02	)		722			0.01			(9,094	)		(0.12	)
Other operating expenses (income)		401			—			3,763			0.04			(133	)		—
Impairment of oil and gas properties		157,910			2.04			—			—			—			—
Acquisition costs⁽¹⁾		—			—			—			—			2,617			0.03
Non-recurring costs⁽²⁾		—			—			—			—			1,091			0.02
Losses on debt retirement⁽³⁾		—			—			7,066			0.09			—			—
Total additions, net		145,833			1.88			25,164			0.32			70,162			0.91
Income tax expense of adjustments⁽⁴⁾		(39,783	)		(0.51	)		(6,874	)		(0.09	)		(19,168	)		(0.25	)
Adjusted Net Income	$	9,370		$	0.12		$	16,531		$	0.21		$	10,910		$	0.14

Basic EPS on Adjusted Net Income	$	0.12					$	0.21					$	0.14
Diluted EPS on Adjusted Net Income	$	0.12					$	0.21					$	0.14

Weighted average shares of common stock outstanding – basic		77,196						76,939						76,254
Weighted average shares of common stock outstanding – diluted		77,371						77,213						77,373
__________
(1) Includes legal and other professional expenses related to various transaction activities.
(2) Non-recurring costs included cost savings initiatives.
(3) Includes expenses related to the retirement debt, as well as financing activities we terminated upon successful completion of the 2024 term loan and the 2024 revolving credit facility.
(4) The federal and state statutory rates were utilized for all periods presented.

As a result of operating evaluations, market volatility and price declines we recorded a non-cash pre-tax asset impairment charge of $158 million ($113 million after-tax) on one of our non-thermal diatomite proved properties in California for the three months ended March 31, 2025. We believe our current plans and exploration and development efforts will allow us to realize the carrying value of our unproved property balance at March 31, 2025.

ADJUSTED GENERAL AND ADMINISTRATIVE EXPENSES

The following table presents a reconciliation of the GAAP financial measure of general and administrative expenses to the non-GAAP financial measure of Adjusted General and Administrative Expenses for each of the periods indicated.

	Three Months Ended
	March 31, 2025			December 31, 2024			March 31, 2024
	(unaudited) ($ in thousands)
Adjusted General and Administrative Expense reconciliation:
General and administrative expenses	$	20,305		$	18,389		$	20,234
Subtract:
Non-cash stock compensation expense (G&A portion)		(2,005	)		(2,064	)		(200	)
Non-recurring costs⁽¹⁾		—			—			(1,091	)
Adjusted General and Administrative Expenses	$	18,300		$	16,325		$	18,943

Well servicing and abandonment services segment	$	2,300		$	2,015		$	2,929

E&P segment, and corporate	$	16,000		$	14,310		$	16,014
E&P segment, and corporate ($/boe)	$	7.19		$	5.96		$	6.93

Total mboe		2,225			2,400			2,310
__________
(1) Non-recurring costs included cost savings initiatives.

E&P OPERATING COSTS

Overall, management assesses the efficiency of our E&P operations by considering core E&P operating costs. The substantial majority of such costs is our lease operating expenses (“LOE”) which includes fuel gas, purchased power, labor, field office, vehicle, supervision, maintenance, tools and supplies, and workover expenses. A core component of our E&P operations in California is steam, which we use to lift heavy oil to the surface. The most significant cost component of generating steam is the fuel gas purchased to operate traditional steam generators and our cogeneration facilities.

The following table includes key components of our LOE as well as the gas purchase hedge effect of the fuel used in our steam generation. Energy LOE consists of the costs to generate the steam and electricity we produce and use in our operations and the power we purchase for our E&P operations. Non-energy LOE consists of all other LOE costs. Energy LOE – hedged includes the realized (cash settled) hedge effects on the fuel gas we purchase. LOE – hedged includes the realized (cash settled) hedge effects on our total LOE.

	Three Months Ended
	March 31, 2025		December 31, 2024		March 31, 2024
	(unaudited) ($ in thousands)
Energy LOE – unhedged	$	26,323	$	27,597	$	30,090
Non-energy LOE		30,959		28,166		31,186
Lease operating expenses⁽¹⁾		57,282		55,763		61,276
Gas purchase hedges – realized		1,476		3,184		4,412
Lease operating expenses – hedged	$	58,758	$	58,947	$	65,688

Energy LOE – unhedged	$	26,323	$	27,597	$	30,090
Gas purchase hedges – realized		1,476		3,184		4,412
Energy LOE – hedged	$	27,799	$	30,781	$	34,502

	Three Months Ended
	March 31, 2025		December 31, 2024		March 31, 2024
	(unaudited) (per boe)
Energy LOE – unhedged	$	11.83	$	11.50	$	13.03
Non-energy LOE		13.91		11.74		13.50
Lease operating expenses⁽¹⁾		25.74		23.24		26.53
Gas purchase hedges – realized		0.66		1.33		1.91
Lease operating expenses – hedged	$	26.40	$	24.57	$	28.44

Energy LOE – unhedged	$	11.83	$	11.50	$	13.03
Gas purchase hedges – realized		0.66		1.33		1.91
Energy LOE – hedged	$	12.49	$	12.83	$	14.94
__________
(1) Lease operating expenses (“LOE”) is also referred to as LOE – unhedged.

Energy LOE – hedged and LOE – hedged are not complete measures of our operating costs. These are supplemental non-GAAP financial measures used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Our management believes Energy LOE – hedged and LOE – hedged provide useful information in assessing our operating costs and results of operations and are used by the industry and the investment community. These measures also allow our management to more effectively evaluate our operating performance and compare the results between periods.

While Energy LOE – hedged and LOE – hedged are non-GAAP measures, the amounts included in the calculation of these measures were computed in accordance with GAAP. These measures are provided in addition to, and not as an alternative for, operating costs in accordance with GAAP and should not be considered as an alternative to, or more meaningful than cost measures calculated in accordance with GAAP. Our computations of Energy LOE – hedged and LOE – hedged may not be comparable to other similarly titled measures used by other companies. Energy LOE – hedged and LOE – hedged should be read in conjunction with the information contained in our financial statements prepared in accordance with GAAP.

The MIL Network –

May 8, 2025

MIL-OSI: Himax Technologies, Inc. Reports First Quarter 2025 Financial Results; Provides Second Quarter Guidance

Source: GlobeNewswire (MIL-OSI)

Q1 2025 Revenues At the High End of Projected Range, Gross Margin In-Line, EPS Exceeded Guidance Range Issued on February 13, 2025
Company Q2 2025 Guidance: Revenues to Decrease 5.0% to Increase 3.0% QoQ, Gross Margin is Expected to be Around 31.0%. Profit per Diluted ADS to be 8.5 Cents to 11.5 Cents

Q1 2025 revenues were $215.1M, a decrease of 9.3% QoQ, reaching the high end of the guidance range of 8.5% to 12.5% decrease QoQ
Q1 GM reached 30.5%, in line with guidance of around 30.5%, flat from last quarter but up from 29.3% the same period last year, mainly a result of favorable product mix and continued cost optimization
Q1 2025 after-tax profit was $20.0M, or 11.4 cents per diluted ADS, exceeding the guidance range of 9.0 cents to 11.0 cents
Himax Q2 2025 revenues to decline 5.0% to increase 3.0% QoQ. GM to be around 31.0%, up from 30.5% in the prior quarter. Profit per diluted ADS to be in the range of 8.5 cents to 11.5 cents
Currently, tariffs have not had a significant direct impact on Himax’s business
Conservative Q2 revenue guidance reflects customers’ overall caution toward the global economic outlook and end market demand. Low 2H25 market visibility as tariff negotiations continues
As the tariff-driven supply chain restructuring gains momentum, Himax is deepening its well-established Taiwan supply chain and strengthening into CN, KR, SG to enhance production flexibility, cost competitiveness and mitigate geopolitical risks
Despite near-term headwinds, Himax continues to lead the global automotive display market, holding a 40% share in DDIC, over 50% in TDDI, and an even higher share in cutting-edge local dimming Tcon technologies
Sample shipments of first-gen silicon photonics packaging solution for engineering validation and trial production are proceeding as planned. Himax continues to advance technology roadmap in close collaboration with FOCI, top-tier AI companies, and foundry partner through joint development of future-gen CPO solutions to meet the escalating bandwidth requirements driven by AI and HPC
Despite the volatile geopolitical environment, Himax continues to actively explore high-growth markets to expand global footprint while developing long-term competitive advantages. Established a three-party strategic alliance with Powerchip and Tata Electronics. The collaboration echoes the “Make in India” strategy of the Indian government for high-tech areas while exploring India’s vast market demand

TAINAN, Taiwan, May 08, 2025 (GLOBE NEWSWIRE) — Himax Technologies, Inc. (Nasdaq: HIMX) (“Himax” or “Company”), a leading supplier and fabless manufacturer of display drivers and other semiconductor products, announced its financial results for the first quarter 2025 ended March 31, 2025.

“The recent abrupt and significant NT dollar appreciation against the US dollar, its impact on our Q2 financial results is limited and has been accounted for in Q2 financial guidance. Currently, tariffs have not had a significant direct impact on Himax’s business, as our IC products are not directly exported to the U.S. Amid the volatile macro environment, most panel customers have adopted a make-to-order model and are keeping inventories lean. In response, we are carefully monitoring wafer-starts, maintaining low inventory levels, and rigorously controlling operating expenses,” said Mr. Jordan Wu, President and Chief Executive Officer of Himax.

“Automotive IC business currently accounts for half of Himax’s revenue. Having served the automotive display market for almost two decades, Himax has maintained a balanced global market share across major regions while demonstrating technological leadership and offering the industry’s most comprehensive suite of panel ICs, spanning LCD to OLED. Combined with over a decade of loyal relationships with global Tier 1 suppliers and automotive brands, these strengths help mitigate potential risks from tariffs and reinforce the long-term stability of our automotive business. In addition, Himax remains committed to a number of innovative fields, namely ultralow power AI, AR glasses, and co-packaged optics. These innovative fields are relatively less affected by macroeconomic fluctuations, and customer development efforts have not slowed due to tariff uncertainties. We expect these businesses to contribute meaningfully to both revenue and gross margin in the years ahead,” concluded Mr. Jordan Wu.

First Quarter 2025 Financial Results

Himax net revenues registered $215.1 million, a decrease of 9.3% sequentially, reaching the high end of guidance range of a decline of 8.5% to 12.5%, but representing a 3.7% increase year over year. Gross margin was 30.5%, in line with guidance of around 30.5%, flat from last quarter and up from 29.3% in the same period last year. The year-over-year increase was driven by a favorable product mix and continued cost optimization. Q1 profit per diluted ADS was 11.4 cents, exceeding the guidance range of 9.0 to 11.0 cents, primarily due to lower operating expenses.

Revenue from large display drivers came in at $25.0 million, flat from last quarter despite the seasonal downturn. This was primarily driven by demand spurred by Chinese government subsidies aimed at reviving domestic consumption. Notebook and monitor IC sales both recorded solid double-digit growth in Q1. In contrast, TV IC sales declined as expected, due to customers pulling forward their inventory purchases in the prior quarter. Sales of large panel driver ICs accounted for 11.6% of total revenues for the quarter, compared to 10.5% last quarter and 15.1% a year ago.

Revenue from the small and medium-sized display driver segment totaled $150.5 million, reflecting a sequential decline of 9.8% amid a typical low season. However, Q1 automotive driver sales, including both traditional DDIC and TDDI, outperformed guidance of a low-teens sequential decline, declining just single digit from the last quarter. The sequential decline reflected the waning effect of the Chinese government’s renewed trade-in stimulus, announced in mid-August 2024, while demand in other major markets remained stable. Q1 auto IC sales rose nearly 20% year over year, reflecting ongoing customer reliance on Himax’s technology and the strength of Company’s competitive moat. Himax’s automotive business, comprising DDIC, TDDI, Tcon, and OLED IC sales, remained the largest revenue contributor in the first quarter, representing more than 50% of total revenues. Meanwhile, both smartphone and tablet driver sales declined as expected amid a subdued festival season. The small and medium-sized driver IC segment accounted for 70.0% of total sales for the quarter, compared to 70.3% in the previous quarter and 69.5% a year ago.

Q1 non-driver sales reached $39.6 million, a 12.8% decrease from the previous quarter. The sequential decline was primarily attributable to the absence of a one-time ASIC Tcon shipment to a leading projector customer in the prior quarter, coupled with a moderation in automotive Tcon shipments after several quarters of robust growth. That being said, Himax’s position in local dimming Tcon for automotive remains unrivaled, supported by increasing validation and adoption from leading panel makers, Tier 1 suppliers, and automotive manufacturers around the world. Himax also has a robust pipeline of over two hundred design-win projects that are set to gradually enter mass production in the coming years. Non-driver products accounted for 18.4% of total revenues, as compared to 19.2% in the previous quarter and 15.4% a year ago.

First quarter operating expenses were $45.7 million, a decrease of 7.0% from the previous quarter and a decline of 9.8% from a year ago. Amid ongoing macroeconomic challenges, Himax is strictly enforcing budget and expense controls.

First quarter operating income was $19.8 million or 9.2% of sales, compared to 9.7% of sales last quarter and 4.8% of sales for the same period last year. The sequential decrease was mainly the result of lower sales, offset by lower operating expenses. The year-over-year increase resulted primarily from higher sales, improved gross margins, and lower operating expenses. First-quarter after-tax profit was $20.0 million, or 11.4 cents per diluted ADS, compared to $24.6 million, or 14.0 cents per diluted ADS last quarter, and up from $12.5 million, or 7.1 cents in the same period last year.

Balance Sheet and Cash Flow

Himax had $281.0 million of cash, cash equivalents and other financial assets as of March 31, 2025. This compares to $277.4 million at the same time last year and $224.6 million a quarter ago. Himax achieved a strong positive operating cash flow of $56.0 million for the first quarter. As of March 31, 2025, Himax had $33.0 million in long-term unsecured loans, with $6.0 million being the current portion.

Himax’s quarter-end inventories as of March 31, 2025 were $129.9 million, lower than $158.7 million last quarter and $201.9 million same period last year. Himax’s inventory levels have steadily declined for ten consecutive quarters since peaking during the Covid 19 pandemic when the industry was undergoing a supply shortage. As macroeconomic uncertainty impairs visibility across the ecosystem, Himax will continue to manage its inventory conservatively. Accounts receivable at the end of March 2025 was $217.5 million, down from $236.8 million last quarter but slightly up from $212.3 million a year ago. DSO was 91 days at the quarter end, as compared to 96 days last quarter and 93 days a year ago. First quarter capital expenditures were $5.2 million, versus $3.2 million last quarter and $2.7 million a year ago. First quarter capex was mainly for R&D related equipment for Company’s IC design business and ongoing construction of a new preschool near Himax’s Tainan headquarters for children of employees. The preschool is scheduled to open in 2026, reinforcing Company’s commitment to a family‑friendly workplace.

Prior to today’s call, Himax announced an annual cash dividend of 37.0 cents per ADS, totaling $64.5 million and payable on July 11, 2025, with a payout ratio of 81.1% of the previous year’s profit. Himax will continue to focus on maintaining a healthy balance sheet while driving sustainable long-term growth to deliver value for its shareholders through high dividends and share repurchases.

Outstanding Share

As of March 31, 2025, Himax had 174.9 million ADS outstanding, unchanged from last quarter. On a fully diluted basis, the total number of ADS outstanding for the first quarter was 175.1 million.

Q2 2025 Outlook

On the recent abrupt and significant NT dollar appreciation against the US dollar, its impact on Himax’s Q2 financial results is limited and has been accounted for in the financial guidance for the quarter. All of Himax’s revenues and nearly all of its cost of sales are US dollar denominated, providing a natural hedge for its buying and selling activities. In addition, the bulk of our R&D expenses, save for employee salaries, are also US dollar based. For employee compensation, a major item of Himax’s operating expenses, while its employees are paid in the local currency of their location for their salaries, their bonuses are all US dollar based. Other major non-US dollar expenses, mostly NT dollar-denominated, include utilities and income tax expenses. While Company don’t hedge for currency risk of our non-US dollar based operational expenses as the cost of such hedging would usually outweigh the benefit, Himax does purchase NTD in advance to cover the income tax payable, thereby minimizing the currency risk of a major expense item.

The recently announced U.S. tariff measures have intensified global trade tensions, triggered volatility in capital markets, and heightened macroeconomic and market demand uncertainty. Currently, tariffs have not had a significant direct impact on Himax’s business, as Company’s IC products are not directly exported to the U.S. Instead, they are assembled into panels or modules by customers outside the United States and then sold into global markets, including the United States. Just a negligible portion — about 2%—of Himax’s products are shipped directly to the United States. Only customers for these products are subject to U.S. tariffs. Almost all of these products are manufactured in Taiwan. While some customers have requested early shipments to avoid tariff duties, many others have opted to defer their orders amid ongoing tariff-related uncertainties. The company’s conservative Q2 revenue guidance reflects the highly cautious stance of its customers in general toward the global economic outlook and end market demand amid ongoing tariff development. Looking into the second half of the year, overall market visibility remains low with the world continuing to closely monitor the development of tariff negotiations. As the tariff-driven supply chain restructuring gains momentum, Himax is deepening its well-established supply chain in Taiwan while further strengthening its supply chain presence in China, Korea, Singapore, and other regions to ensure production flexibility and cost competitiveness, and to better mitigate geopolitical risks.

Amid the volatile macro environment, most panel customers have adopted a make-to-order model and are keeping inventories lean. In response, Himax is carefully monitoring wafer-starts, maintaining low inventory levels, and rigorously controlling operating expenses. Concurrently, Company is further optimizing costs by diversifying both foundry and backend packaging and testing, while mitigating risks and enhancing manufacturing flexibility. This approach is exemplified by the major milestone recently achieved in automotive display IC collaboration with Nexchip in China, with products now in mass production and adopted by leading automakers. This not only validates Himax’s diversified supply chain strategy but also underscores its steadfast commitment to scaling capacity and cost optimization.

Automotive IC business currently accounts for half of Himax’s revenue. Having served the automotive display market for almost two decades, Himax has maintained a balanced global market share across major regions while demonstrating technological leadership and offering the industry’s most comprehensive suite of panel ICs, spanning LCD to OLED. Combined with over a decade of loyal relationships with global Tier 1 suppliers and automotive brands, these strengths help mitigate potential risks from tariffs and reinforce the long-term stability of Himax’s automotive business.

In addition, Himax remains committed to a number of innovative fields, namely ultralow power AI, AR glasses, and co-packaged optics (CPO). Technologies in these areas are approaching maturity and offer substantial growth potential. As a pioneer and leader in key technologies enabling these novel areas, Himax is working closely with supply chain partners, from technology development through to mass production, to actively expand new business opportunities. These innovative fields are relatively less affected by macroeconomic fluctuations, and customer development efforts have not slowed due to tariff uncertainties. Himax expects these businesses to contribute meaningfully to both revenue and gross margin in the years ahead.

Despite the volatile geopolitical environment, Himax continues to actively explore high-growth markets, establish close partnerships with industry-leading companies, and continue to expand its global footprint while developing long-term competitive advantages. In Himax’s latest cross-border cooperation the Company established a three-party strategic alliance with Powerchip and Tata Electronics, a subsidiary of Tata Group, India’s largest and most influential conglomerate. This collaboration combines Tata Electronics’ deep manufacturing and local supply chain integration strengths, Powerchip’s mature wafer manufacturing capabilities, and Himax’s leading display IC and WiseEye ultralow power AI sensing technologies to jointly create a powerful ecosystem. The collaboration echoes the “Make in India” strategy of the Indian government for high-tech areas while exploring the huge potential demand of the Indian market.

Display Driver IC Businesses

LDDIC

In Q2 2025, Himax anticipates large display driver IC sales to decline by a single digit sequentially, driven by customers’ pull forward orders placed in prior quarters, against the backdrop of Chinese government subsidies boosting domestic consumption. Monitor and notebook IC sales are expected to decrease in Q2, whereas TV IC sales are set to increase sequentially, driven by higher shipments to key end customers.

Looking ahead in the notebook sector, Himax is observing a growing trend for premium notebooks to adopt OLED displays and advanced touch features, partially fueled by the rise of AI PC. Himax is well-positioned to capitalize on this trend, offering a comprehensive range of ICs for both LCD and OLED notebooks, including DDIC, Tcon, touch controllers, and TDDI. In addition, Himax is expanding its high-speed interface product portfolio to support faster data transfer rates, lower latency, and improved power efficiency, features that are critical for next-generation displays. Himax has made progress on the next-generation eDP 1.5 display interface for Tcon for both LCD and OLED panels. This high-speed interface supports high frame rates, low power consumption, adaptive sync, and high resolution, key features essential for next-generation AI PCs. Through ongoing portfolio expansion and continuous technology innovation, Himax is well-positioned to lead in the rapidly evolving landscape of AI PCs and premium notebooks.

SMDDIC

Q2 small and medium-sized display driver IC business is expected to decline single-digit from the last quarter. Himax expects Q2 automotive driver IC sales, including both TDDI and traditional DDIC, to decline mid-teens sequentially, reflecting the combined impact of tariffs and the waning effect of China’s automotive subsidy program. Despite these near-term headwinds, automotive TDDI adoption continues to expand across the globe, driven by growing demand for more intuitive, interactive, and cost-effective touch panel features essential in modern vehicles. Himax’s cumulative shipments of automotive TDDI have outpaced competitors, with nearly 500 design-in projects secured to date, the majority of which have yet to enter mass production. On top of a continuous influx of new pipelines and design wins across the board, Himax is well-positioned for continued growth, further reinforcing Himax’s leadership in this space. For automotive DDIC, Himax continues to see solid shipment volume for automotive DDICs for non-touch applications including cluster displays, HUDs, and rear- and side-view mirrors. Company’s confidence is further strengthened by the growing proliferation of advanced technologies, such as LTDI (Large Touch and Display Driver Integration) in large-display car models. Himax is a pioneer in LTDI technology, which supports seamless, integrated large touch display panels, typically larger than 30 inches or spanning pillar-to-pillar across the entire width of the cockpit. LTDI also features high-density touch functionality for responsive performance, making it ideal for next-generation smart cabin designs that emphasize large displays and intuitive touch interaction. Additionally, Himax is seeing an increasing number of customers choosing to adopt its integrated LTDI and Tcon solution as the standard platform for their ultra large automotive display development. Such panels typically require four or more LTDI chips and at least one local dimming Tcon per panel. This growing platform adoption of more of Himax’s automotive IC offerings not only reflects strong customer loyalty to its technologies but also signifies an increase in content value for Himax on a per-panel basis. Multiple projects with global leading car brands are set to begin mass production starting the end of 2025. Himax continues to lead the global automotive display market, holding a 40% share in DDIC, over 50% in TDDI, and an even higher share in cutting-edge local dimming Tcon technologies.

Himax expects Q2 smartphone IC revenues to decline mid-teens from last quarter, while tablet IC sales are poised to grow by high teens sequentially, driven by renewed demand from leading customers following several quiet quarters.

On OLED business update. In the automotive OLED market, Himax has forged strategic alliances with leading panel makers in Korea, China, and Japan. As OLED technology expands beyond premium car models, Himax is well positioned to become the partner of choice and accelerate OLED adoption in vehicles by capitalizing on its strong presence and proven track record in automotive LCD displays. Leveraging Himax’s first mover advantage, Company offers a comprehensive suite of solutions, including DDIC, Tcon, and on-cell touch controllers. It’s worth noting that Himax’s advanced OLED on-cell touch-control technology boasts an industry-leading signal-to-noise ratio exceeding 45 dB, delivering reliable performance even under challenging operational conditions such as glove wearing or wet-finger. The solution entered mass production in 2024, and an increasing number of leading global brands are rapidly adopting it for their premium car models. Himax expects to be a key beneficiary of the shift to OLED displays for the automotive industry over the next few years, unlocking a new growth driver for Himax that further reinforces its market leadership.

In addition, Himax has expanded its comprehensive OLED portfolio into the tablet and notebook markets, covering DDIC, Tcon, and touch controllers, through partnerships with leading OLED panel makers in Korea and China. Several new projects are slated to enter mass production with top-tier brands later this year. Meanwhile, Himax is developing value-added features, such as active stylus and gaming models to further enhance its product differentiation and competitive edge. In the smartphone OLED market, Himax is making solid progress in its collaborations with customers in Korea and China and expects mass production to start later this year.

Non-Driver Product Categories

Q2 non-driver IC revenues are expected to increase low teens sequentially.

Timing Controller (Tcon)

Himax anticipates Q2 2025 Tcon sales to increase high teens sequentially, primarily due to increased shipment of Tcon for notebook and automotive products. Automotive Tcon sales are set to increase by double digit in Q2, fueled by a strong pipeline of over two hundred design-win projects gradually entering mass production. With a steady influx of new projects, coupled with growing validation and widespread adoption of Himax’s local dimming Tcon in both premium and mainstream car models worldwide, Himax continues to maintain an unchallenged leadership position with a dominant market share. In the second quarter, Himax expects Tcon business to account for over 12% of total sales, with notable contributions from automotive Tcon. Meanwhile, head-up-display (HUD) is emerging as a major growth area within automotive displays, where local dimming Tcon adoption is accelerating. Himax’s industry-leading local dimming Tcon eliminates the “postcard effect” often seen in HUDs, caused by backlight leakage typical of conventional TFT LCD panels, delivering crisp, high‑fidelity images on the windshield. Additionally, it features advanced transparency detection to prevent the display from obstructing the driver’s view, thereby ensuring driving safety. With several HUD projects already underway and increasing inquiries, Himax is excited about the potential opportunity ahead. Himax’s automotive Tcon business is well positioned for growth over the next few years.

WiseEye™ Ultralow Power AI Sensing

On the update of WiseEye™ ultralow power AI sensing solution, a cutting-edge endpoint AI integration featuring industry-leading ultralow power AI processor, always-on CMOS image sensor, and CNN-based AI algorithm. In the rapidly evolving AI landscape, WiseEye AI technology stands out for its expertise in on‑device AI, characterized by remarkably low power consumption, operating at just single‑digit milliwatts, and enabling AI functionality in battery‑powered endpoint devices. Additionally, WiseEye AI significantly extends battery life and improves overall data processing efficiency by offloading tasks from the main processor. These attributes unlock new opportunities across a wide range of everyday battery‑powered endpoint applications, evidenced by broad adoption of WiseEye AI across diverse applications, including notebooks, tablet, smart door locks, surveillance systems, access control, smart retail and many others.

On notebook, building on the success with Dell notebooks, WiseEye AI is expanding into additional use cases across other leading notebook brands, with some entering production later this year and expanding further into 2026. The growing adoption is further fueled by the rise of AI PCs, as WiseEye’s ultralow power, on-device inference capabilities align seamlessly with the industry’s shift toward more intelligent, context-aware, and energy-efficient computing. WiseEye’s advanced local inferencing technology enables real-time, high-precision user engagement detection by analyzing presence and motion, supporting a broad set of intelligent features, such as head pose estimation, gaze tracking, facial expression recognition, voice command, adaptive screen dimming, secure identity authentication and many others. These features enhance interactivity and user comfort without compromising battery life or system performance, making it fit for the demands of high performance and energy efficient next-generation AI PCs.

WiseEye also continues to achieve significant market success across various sectors such as smart door lock where Himax introduced the world’s first smart door lock with 24/7 sentry monitoring and real-time event recording. Himax is now expanding globally by collaborating with a number of leading door lock makers worldwide to integrate a suite of innovative AI features, including palm vein biometric access, parcel recognition, and anti-pinch protection. Several of these value-added solutions are slated for mass production later this year. WiseEye also powers smart retail, exemplified by Himax’s collaboration with E Ink on e‑Signage. Its always‑on AI detects viewer attributes, such as gender, appearance, and age, followed by real-time personalized ads and nearby product recommendations, creating immersive engagement that elevates the in‑store shopping experience.

For an update on Himax’s WiseEye module business. Equipped with pre-trained no-code or low-code AI, WiseEye modules simplify AI integration and support diverse use cases, including human presence detection, gender and age recognition, gesture recognition, face mesh, voice commands, thermal image sensing, palm vein authentication, and people flow management. Among them, the Himax PalmVein module has generated strong engagement across several industries. Multiple design wins have been secured, with mass production underway by global customers for smart access, workforce management and smart door lock, as Himax continues to explore additional application opportunities. Meanwhile, to meet growing demand for flexible access control in varied settings, the upgraded WiseEye PalmVein suite now combines palm‑vein recognition and facial recognition with peephole‑camera input, underpinned by an advanced liveness check for high‑precision, multi‑modal authentication. This upgraded PalmVein module not only enhances security by offering multiple layers of biometric verification but also ensures adaptability across a wide range of environments. These attributes make it particularly appealing to global brands looking to differentiate their products with enhanced security, greater user convenience, and flexible customization. Himax anticipates increasing sales contribution from WiseEye PalmVein across a diverse array of applications starting next year and are excited about its long-term growth potential. Looking ahead, WiseEye is poised to scale rapidly across the broader AIoT market and emerge as a key growth driver for Himax in the years ahead.

Separately, Himax is bringing intelligent, ultralow power, always‑on AI sensing to AR glasses. Powered by real‑time, context‑aware AI running at single‑digit‑milliwatt, WiseEye uniquely delivers the two essentials for AR devices: instant responsiveness and all‑day battery life. These advantages have already led to WiseEye AI being adopted by a leading AR glasses platform, with ongoing engineering engagements involving several other prominent global AR tech names for their upcoming AR glasses. WiseEye supports always-on outward sensing, enabling AR glasses to detect and analyze the surrounding environment in real time. This empowers instant response and key functionality such as object recognition, navigation assistance, translation, and environmental mapping, greatly enhancing the overall AR experience. WiseEye also enables precise inward sensing, detecting subtle eye movements, gaze direction, pupil size, and blinking, providing critical data for more intuitive and natural user interactions in AR applications.

Wafer Level Optics (WLO)

In June 2024, Himax, in partnership with FOCI, a world leader in silicon photonics connectors, unveiled a state-of-the-art silicon photonics packaging technology, a critical technology to enable co-packaged optics (CPO) technology. This innovation of CPO integrates silicon photonic chips and optical connectors within multi-chip modules (MCM), replacing traditional metal wire transmission with high-speed optical communication. The technology significantly enhances bandwidth, boosts data transmission rates, reduces signal loss and latency, lowers power consumption, and significantly minimizes the size and cost of MCM.

Currently, sample shipments of Company’s first-generation silicon photonics packaging solution for engineering validation and trial production are proceeding as planned, with volumes set to increase in the coming quarters. In addition, Himax continues to advance its technology roadmap in close collaboration with FOCI, top-tier AI companies, and foundry partner through the joint development of future-generation CPO solutions to meet the escalating bandwidth requirements driven by AI and HPC applications.

Himax is pleased to see its partner, FOCI, achieving significant advancements in silicon photonics packaging, with notable improvements in automated production and testing. Together, Himax and FOCI are actively progressing in process validation and yield optimization to enable full-scale production for leading AI customers. Himax is exceptionally positioned to capitalize on future growth opportunities in high-performance computing, AI inference, and data center markets.

Alongside the CPO progress, certain global technology leaders are now engaging Himax’s WLO expertise to develop next‑generation waveguides for AR glasses, a testament to the market’s growing confidence in Company’s WLO technology.

With strong growth opportunities from CPO and AR glasses in the making, Himax is as optimistic as ever that its WLO business can emerge as a significant revenue and profit engine in the years ahead.

LCoS

On Himax’s latest advancement in LCoS microdisplay technology. At Display Week 2025 next week in San Jose, Himax will debut its ultra-luminous, miniature Dual-Edge Front-lit LCoS microdisplay. This industry-leading solution integrates both the illumination optics and LCoS panel into an exceptionally compact form factor, as small as 0.09 c.c., and weighing only 0.2 grams, while targeting up to 350,000 nits brightness and 1 lumen output at just 250mW maximum total power consumption, demonstrating unparalleled optical efficiency. The luminance breakthrough ensures excellent eye-level visibility even in bright ambient conditions, while its compact form factor enables the development of sleek, everyday AR glasses. With industry-leading compact form factor, superior brightness and power efficiency, it is ideally suited for next-generation AR glasses and head-mounted displays where space, weight, and thermal constraints are critical. Growing collaborations with leading global tech companies are underway. Himax is confident that its technological advancements will help revitalize the AR glasses market, drive its expansion, and unlock new possibilities for immersive visual experiences.

Second Quarter 2025 Guidance
Net Revenue:	Decline 5.0% to Increase 3.0% QoQ
Gross Margin:	Around 31.0%, depending on final product mix
Profit:	8.5 cents to 11.5 cents per diluted ADS

HIMAX TECHNOLOGIES FIRST QUARTER 2025 EARNINGS CONFERENCE CALL
DATE:	Thursday, May 8, 2025
TIME:	U.S. 8:00 a.m. EDT
	Taiwan 8:00 p.m.

Live Webcast (Video and Audio):	http://www.zucast.com/webcast/tUOBrqcV
Toll Free Dial-in Number (Audio Only):	Hong Kong 2112-1444
	Taiwan 0080-119-6666
	Australia 1-800-015-763
	Canada 1-877-252-8508
	China (1) 4008-423-888
	China (2) 4006-786-286
	Singapore 800-492-2072
	UK 0800-068-8186
	United States (1) 1-800-811-0860
	United States (2) 1-866-212-5567
Dial-in Number (Audio Only):
	Taiwan Domestic Access 02-3396-1191
	International Access +886-2-3396-1191
Participant PIN Code: 3300508 #

If you choose to attend the call by dialing in via phone, please enter the Participant PIN Code 3300508 # after the call is connected. A replay of the webcast will be available beginning two hours after the call on www.himax.com.tw. This webcast can be accessed by clicking on this link or Himax’s website, where it will remain available until May 8, 2026.

About Himax Technologies, Inc.
Himax Technologies, Inc. (NASDAQ: HIMX) is a leading global fabless semiconductor solution provider dedicated to display imaging processing technologies. The Company’s display driver ICs and timing controllers have been adopted at scale across multiple industries worldwide including TVs, PC monitors, laptops, mobile phones, tablets, automotive, ePaper devices, industrial displays, among others. As the global market share leader in automotive display technology, the Company offers innovative and comprehensive automotive IC solutions, including traditional driver ICs, advanced in-cell Touch and Display Driver Integration (TDDI), local dimming timing controllers (Local Dimming Tcon), Large Touch and Display Driver Integration (LTDI) and OLED display technologies. Himax is also a pioneer in tinyML visual-AI and optical technology related fields. The Company’s industry-leading WiseEye^TM Ultralow Power AI Sensing technology which incorporates Himax proprietary ultralow power AI processor, always-on CMOS image sensor, and CNN-based AI algorithm has been widely deployed in consumer electronics and AIoT related applications. Himax optics technologies, such as diffractive wafer level optics, LCoS microdisplays and 3D sensing solutions, are critical for facilitating emerging AR/VR/metaverse technologies. Additionally, Himax designs and provides touch controllers, OLED ICs, LED ICs, EPD ICs, power management ICs, and CMOS image sensors for diverse display application coverage. Founded in 2001 and headquartered in Tainan, Taiwan, Himax currently employs around 2,200 people from three Taiwan-based offices in Tainan, Hsinchu and Taipei and country offices in China, Korea, Japan, Germany, and the US. Himax has 2,603 patents granted and 389 patents pending approval worldwide as of March 31, 2025.

http://www.himax.com.tw

Forward Looking Statements
Factors that could cause actual events or results to differ materially from those described in this conference call include, but are not limited to, the effect of the Covid-19 pandemic on the Company’s business; general business and economic conditions and the state of the semiconductor industry; market acceptance and competitiveness of the driver and non-driver products developed by the Company; demand for end-use applications products; reliance on a small group of principal customers; the uncertainty of continued success in technological innovations; our ability to develop and protect our intellectual property; pricing pressures including declines in average selling prices; changes in customer order patterns; changes in estimated full-year effective tax rate; shortage in supply of key components; changes in environmental laws and regulations; changes in export license regulated by Export Administration Regulations (EAR); exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; our ability to collect accounts receivable and manage inventory and other risks described from time to time in the Company’s SEC filings, including those risks identified in the section entitled “Risk Factors” in its Form 20-F for the year ended December 31, 2024 filed with the SEC, as may be amended.

Company Contacts:

Karen Tiao, Head of IR/PR
Himax Technologies, Inc.
Tel: +886-2-2370-3999
Fax: +886-2-2314-0877
Email: hx_ir@himax.com.tw
www.himax.com.tw

Mark Schwalenberg, Director
Investor Relations – US Representative
MZ North America
Tel: +1-312-261-6430
Email: HIMX@mzgroup.us
www.mzgroup.us

-Financial Tables-

Himax Technologies, Inc.
Unaudited Condensed Consolidated Statements of Profit or Loss
(These interim financials do not fully comply with IFRS because they omit all interim disclosure required by IFRS)
(Amounts in Thousands of U.S. Dollars, Except Share and Per Share Data)

	Three Months Ended March 31,						3 Months Ended December 31,
	2025			2024			2024

Revenues
Revenues from third parties, net	$	215,095		$	207,544		$	237,182
Revenues from related parties, net		38			6			41
		215,133			207,550			237,223

Costs and expenses:
Cost of revenues		149,581			146,805			164,963
Research and development		34,987			39,664			37,584
General and administrative		5,557			5,890			5,711
Sales and marketing		5,202			5,162			5,886
Total costs and expenses		195,327			197,521			214,144

Operating income		19,806			10,029			23,079

Non operating income (loss):
Interest income		2,312			2,524			2,042
Changes in fair value of financial assets at fair value through profit or loss		(17	)		(7	)		1,245
Foreign currency exchange gains, net		345			941			690
Finance costs		(903	)		(1,018	)		(964	)
Share of losses of associates		(742	)		(221	)		(360	)
Other gains		3,205			–			–
Other income		17			29			60
		4,217			2,248			2,713
Profit before income taxes		24,023			12,277			25,792
Income tax expense		3,841			–			761
Profit for the period		20,182			12,277			25,031
Loss (profit) attributable to noncontrolling interests		(195	)		221			(423	)
Profit attributable to Himax Technologies, Inc. stockholders	$	19,987		$	12,498		$	24,608

Basic earnings per ADS attributable to Himax Technologies, Inc. stockholders	$	0.114		$	0.072		$	0.141
Diluted earnings per ADS attributable to Himax Technologies, Inc. stockholders	$	0.114		$	0.071		$	0.140

Basic Weighted Average Outstanding ADS		174,913			174,724			175,008
Diluted Weighted Average Outstanding ADS		175,072			175,026			175,146

Himax Technologies, Inc.
IFRS Unaudited Condensed Consolidated Statements of Financial Position
(Amounts in Thousands of U.S. Dollars)

	March 31, 2025			March 31, 2024			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	275,445		$	261,702		$	218,148
Financial assets at amortized cost		2,286			14,334			4,286
Financial assets at fair value through profit or loss		3,253			1,380			2,140
Accounts receivable, net (including related parties)		217,549			212,326			236,813
Inventories		129,867			201,872			158,746
Income taxes receivable		717			1,003			726
Restricted deposit		503,700			453,000			503,700
Other receivable from related parties		11			136			13
Other current assets		37,760			60,051			43,471
Total current assets		1,170,588			1,205,804			1,168,043
Financial assets at fair value through profit or loss		23,524			21,635			23,554
Financial assets at fair value through other comprehensive income		29,985			1,889			28,226
Equity method investments		8,061			3,173			8,571
Property, plant and equipment, net		120,538			128,938			121,280
Deferred tax assets		20,872			10,440			21,193
Goodwill		28,138			28,138			28,138
Other intangible assets, net		619			851			636
Restricted deposit		30			31			31
Refundable deposits		215,271			221,886			221,824
Other non-current assets		17,854			20,728			18,025
		464,892			437,709			471,478
Total assets	$	1,635,480		$	1,643,513		$	1,639,521
Liabilities and Equity
Current liabilities:
Short-term unsecured borrowings	$	602		$	–		$	–
Current portion of long-term unsecured borrowings		6,000			6,000			6,000
Short-term secured borrowings		503,700			453,000			503,700
Accounts payable (including related parties)		105,610			117,234			113,203
Income taxes payable		12,785			11,071			9,514
Other payable to related parties		–			92			–
Contract liabilities-current		5,176			14,739			10,622
Other current liabilities		50,443			116,558			63,595
Total current liabilities		684,316			718,694			706,634
Long-term unsecured borrowings		27,000			33,000			28,500
Deferred tax liabilities		557			499			564
Other non-current liabilities		7,489			14,823			7,496
		35,046			48,322			36,560
Total liabilities		719,362			767,016			743,194
Equity
Ordinary shares		107,010			107,010			107,010
Additional paid-in capital		115,722			114,982			115,376
Treasury shares		(5,546	)		(5,157	)		(5,546	)
Accumulated other comprehensive income		7,874			(94	)		8,621
Retained earnings		684,587			653,007			664,600
Equity attributable to owners of Himax Technologies, Inc.		909,647			869,748			890,061
Noncontrolling interests		6,471			6,749			6,266
Total equity		916,118			876,497			896,327
Total liabilities and equity	$	1,635,480		$	1,643,513		$	1,639,521

Himax Technologies, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(Amounts in Thousands of U.S. Dollars)
	Three Months Ended March 31,						Three Months Ended December 31,
	2025			2024			2024

Cash flows from operating activities:
Profit for the period	$	20,182		$	12,277		$	25,031
Adjustments for:
Depreciation and amortization		5,156			5,471			5,564
Share-based compensation expenses		100			358			103
Losses (gains) on disposals of property, plant and equipment, net		(3,205	)		–			4
Changes in fair value of financial assets at fair value through profit or loss		17			7			(1,245	)
Interest income		(2,312	)		(2,524	)		(2,042	)
Finance costs		903			1,018			964
Income tax expense		3,841			–			761
Share of losses of associates		742			221			360
Inventories write downs		4,444			4,353			4,037
Unrealized foreign currency exchange losses (gains)		441			(868	)		(159	)
		30,309			20,313			33,378
Changes in:
Accounts receivable (including related parties)		13,083			15,704			(27,302	)
Inventories		24,435			11,083			29,675
Other receivable from related parties		2			(67	)		9
Other current assets		(978	)		2,298			2,502
Accounts payable (including related parties)		(7,250	)		13,202			(7,706	)
Other payable to related parties		–			(20	)		1
Contract liabilities		735			1,192			6
Other current liabilities		(3,763	)		(7,780	)		2,508
Other non-current liabilities		71			514			71
Cash generated from operating activities		56,644			56,439			33,142
Interest received		438			854			3,513
Interest paid		(835	)		(936	)		(1,047	)
Income tax paid		(200	)		391			(191	)
Net cash provided by operating activities		56,047			56,748			35,417

Cash flows from investing activities:
Acquisitions of property, plant and equipment		(5,221	)		(2,699	)		(3,222	)
Acquisitions of intangible assets		(52	)		(118	)		–
Acquisitions of financial assets at amortized cost		–			(2,439	)		(2,286	)
Proceeds from disposal of financial assets at amortized cost		2,000			500			10,289
Acquisitions of financial assets at fair value through profit or loss		(6,160	)		(7,488	)		(6,807	)
Proceeds from disposal of financial assets at fair value through profit or loss		5,017			8,163			3,722
Acquisitions of financial assets at fair value through other comprehensive income		(2,500	)		–			–
Acquisition of a subsidiary, net of cash paid		–			–			(5,416	)
Proceeds from capital reduction of investment		–			–			338
Acquisitions of equity method investment		–			–			(1,236	)
Decrease (increase) in refundable deposits		10,283			22,217			(8	)
Net cash provided by (used in) investing activities		3,367			18,136			(4,626	)

Cash flows from financing activities:
Purchase of treasury shares		–			–			(832	)
Prepayments for purchase of treasury shares		–			–			(2,168	)
Proceeds from issuance of new shares by subsidiaries		–			71			–
Proceeds from short-term unsecured borrowings		612			–			–
Repayments of long-term unsecured borrowings		(1,500	)		(1,500	)		(1,500	)
Proceeds from short-term secured borrowings		484,300			447,100			461,400
Repayments of short-term secured borrowings		(484,300	)		(447,100	)		(461,400	)
Payment of lease liabilities		(1,448	)		(1,148	)		(1,340	)
Guarantee deposits received (refunded)		–			(1,868	)		219
Net cash used in financing activities		(2,336	)		(4,445	)		(5,621	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		219			(486	)		(1,161	)
Net increase in cash and cash equivalents		57,297			69,953			24,009
Cash and cash equivalents at beginning of period		218,148			191,749			194,139
Cash and cash equivalents at end of period	$	275,445		$	261,702		$	218,148

The MIL Network –

May 8, 2025

MIL-Evening Report: Grattan on Friday: Bitter struggle in Liberals for likely poisoned chalice, as Jacinta Price defects from Nationals

Source: The Conversation (Au and NZ) – By Michelle Grattan, Professorial Fellow, University of Canberra

By late last week it was clear Labor would win the election, but it came as more of a surprise when Peter Dutton lost the Queensland seat of Dickson he’d held since 2001.

Nor did many anticipate Greens leader Adam Bandt, member for Melbourne since 2010, would be swept away, in a lower house rout that has seen the minor party stripped of three of its four House of Representative seats.

Both the Liberals and the Greens are in existential moments, in need of new leaders and some painful introspection’s about their future directions.

Thinking back to the Liberal experience after Kevin Rudd’s 2007 victory, some wonder why anyone would be putting up their hand for the party leadership.

The Liberals churned through three leaders between 2007 and 2009. Brendan Nelson took over the party after Labor’s victory; undermined by Malcolm Turnbull, he lasted less than a year. Turnbull survived just over a year before being ousted by Tony Abbott.

Admittedly the experience of Peter Dutton was different – he was given a full term as opposition leader.

But the chances of Dutton’s successor becoming prime minister will be very low. With the added seats Labor has won, the Liberals are looking at a two-term strategy. The odds are on more than one leader, and generational change, in that time. Tim Wilson, 45, who has won back Goldstein, obviously has his eye on the prize in the longer term.

Despite all the disincentives, Sussan Ley, 63, and Angus Taylor, 58, both want this thankless post that’s up for grabs at Tuesday’s party meeting.

The battle has turned into a fight over negatives as much as positives. Supporters of Ley say Taylor did a dreadful job as shadow treasurer, including not producing a tax policy. The Taylor camp argues Ley, the deputy leader, under-performed generally.

Both contenders hold regional NSW electorates. Taylor’s support base is the conservative wing of the party; Leys’ is the moderate wing. The relative weightings of the factions in the Liberal party room has changed somewhat as a result of the election, in the favour of the moderates.

For those Liberal MPs whose votes are not tightly locked in by factional allegiances, there are multiple questions they need to consider.

Who will be able to keep the party together, while forcing it to face up to what changes it must make, and driving a major overhaul of policy? Who can improve the Liberals’ standing with women, and with younger voters? Who can better handle the relationship with the Nationals?

On the last point, anyone who might think it would be best to break the Coalition is, I believe, misguided. Going it alone didn’t work in the 1970s and the 1980s. Different as they may be, the Liberals and Nationals are, electorally, two parts of a whole.

They need their collective numbers to win and they’re better to stay together in opposition, to make the partnership in government work. But the relationship may be rocky.

At the election, the Nationals retained almost all their seats and will have a relatively bigger voice from now on.

On Thursday, however, their highest profile senator, Jacinta Nampijinpa Price, jumped from the Nationals to the Liberals. She said she thought she could be more effective in the Liberals, “especially as the party faces a significant rebuild […] I feel obliged to play a robust part in”.

This was a concerted move from the right, and will play into the leadership contest in an as-yet unclear way. With speculation that she might run as Taylor’s deputy, Price was asked on Sky on Thursday night she would be willing to be drafted for a position. “I will not put limitations on myself,” she said.

For the Liberals, there is absolutely no silver lining from this election. The Greens can take some comfort in the fact they’ve retained their numbers (11) in the Senate, with only a small fall in their Senate vote. On the projected results, the Greens are set to be the sole negotiators with the government in the Senate on legislation opposed by the Coalition.

Who will become leader is still an open question, with South Australian veteran Senator Sarah Hanson-Young, deputy leader Mehreen Faruqi, and the party’s Senate leader, Larissa Waters, mentioned. Whoever gets the post, the leadership will return to the Senate, where it always was until Bandt obtained the position in early 2020.

Post election, Anthony Albanese has continued his fierce pre-election attack on the Greens. “What I hope comes out of the new Senate is a bit of a recognition that one of the reasons why the Greens political party have had a bad outcome in the election is the view that they simply combined with the Coalition in what I termed the ‘noalition’, to provide blockages, and that occurred across a range of portfolios, housing, treasury, as well as environment,” he told the ABC.

Albanese was particularly scathing about Greens housing spokesman Max Chandler-Mather who lost his seat and criticised parliament as a “sick place”.

“Maybe what he needs is a mirror and a reflection on why he’s no longer in parliament. […] This is a guy who stood before signs at a CFMEU rally in Brisbane describing me as a Nazi.”

Bob Brown, the Greens’ inaugural leader from 2005 to 2012, describes Albanese’s comments as “ungracious” in “his moment of glory”.

While the Greens’ pro-Palestinian position came under much criticism, Brown strongly defends it, declaring it “honorable”.

Brown, speaking to The Conversation, says the Greens will be in an extraordinarily powerful position in the Senate, and their “environmental origins will come back to the fore”. He urges the Greens to “have deaf ears to calls for the Senate to be a rubber stamp”. The Constitution, he says, has the Senate with equal powers with the house except on money matters.

Brown predicts the Greens will be “resurgent” at the next election. His strongest message is directed squarely at the government. “The Greens should never direct preferences to Labor again – because Labor takes preferences with one hand and stabs the Greens with the other.”

Like the new Liberal leader, Bandt’s successor will inherit a party at a fork in the road. Does it become more militant or more moderate, more confrontational in its dealing with the government, or as transactional as possible?

Bandt’s hope of the Greens power-sharing with a Labor government in the lower house has evaporated. So how does the party use what power it has in the Senate, while trying to put itself in the best position to avoid going further backwards at the next election?

Michelle Grattan does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. Grattan on Friday: Bitter struggle in Liberals for likely poisoned chalice, as Jacinta Price defects from Nationals – https://theconversation.com/grattan-on-friday-bitter-struggle-in-liberals-for-likely-poisoned-chalice-as-jacinta-price-defects-from-nationals-255634

MIL OSI Analysis – EveningReport.nz –

May 8, 2025
MIL-OSI Australia: UPDATE: Serious Crime Squad – Rock Throwing Incident – Investigation Complete

Source: Northern Territory Police and Fire Services

Detectives from Serious Crime have identified and located 3 children in relation to a rock throwing incident in Ludmilla overnight.

Around 10:20pm, the Joint Emergency Services Communication Centre received a report that a brick had been thrown through a rear side window of a vehicle traveling outbound on Bagot Road near the entrance to Bagot Community.

The vehicle was carrying 4 occupants, with a woman suffering a serious injury to her eye.

Police have been investigating since the incident occurred and have now identified and located 3 children, aged 8, 9 and 11, who are believed to have been involved in the incident.

Police are engaging with the families of the children, along with the Department of Children and Families.

Police have also engaged with the victims of the rock throwing.

MIL OSI News –

May 8, 2025
MIL-OSI Asia-Pac: Senior judicial appointment: non-permanent judge from another common law jurisdiction of the Court of Final Appeal

Source: Hong Kong Government special administrative region

The Chief Executive, Mr John Lee, has accepted the recommendation of the Judicial Officers Recommendation Commission (JORC) on the appointment of the Honourable Sir William Gillow Gibbes Austen Young as a non-permanent judge from another common law jurisdiction of the Court of Final Appeal. Subject to the endorsement of the Legislative Council, the Chief Executive will make the appointment under Article 88 of the Basic Law and section 9 of the Hong Kong Court of Final Appeal Ordinance (Cap. 484).

Mr Lee said, “I am pleased to accept the JORC’s recommendation on the appointment of Sir William Young as a non-permanent judge from another common law jurisdiction of the Court of Final Appeal. Sir William Young retired from the judicial office of Permanent Judge of the Supreme Court of New Zealand, New Zealand’s final court of appeal, in April 2022. He is a judge of eminent standing and reputation. I am confident that he will contribute substantively to the Court of Final Appeal.

“With the appointment of Sir William Young, the list of non-permanent judges from other common law jurisdictions will consist of six eminent judges from the United Kingdom, Australia and New Zealand. The presence of these esteemed overseas jurists as non-permanent judges of the Court of Final Appeal is a manifestation of the independence of the Judiciary in the Hong Kong Special Administrative Region (HKSAR) as protected by the Basic Law. Their participation demonstrates a high degree of confidence in the HKSAR’s judicial system, and enables Hong Kong to maintain strong links with other common law jurisdictions. I am fully confident that these distinguished jurists from overseas with profound judicial experience will remain as a unique strength of the HKSAR’s judicial system.”

Article 90 of the Basic Law and section 7A of the Ordinance provide that the Chief Executive shall obtain the endorsement of the Legislative Council on the appointment of judges of the Court of Final Appeal. The Government will seek the endorsement of the Legislative Council of the recommended appointment in due course.

The curriculum vitae of Sir William Young is at the Annex.

MIL OSI Asia Pacific News –

May 8, 2025
MIL-OSI Australia: Charges – Six females indecently assaulted – Northern Suburbs

Source: Northern Territory Police and Fire Services

Strike Force Trident detectives have charged a male youth with multiple offences in relation to the indecent assault on six females within the Northern Suburbs.

On 30 April 2025, police arrested the youth, who is under the age of 15, in relation to two separate incidents that occurred at a hospital carpark in Tiwi. It is alleged the male youth indecently touched two women and was subsequently charged with two counts of Indecent touching or act and was remanded to appear in court on 7 May 2025.

Between the arrest and the youth’s court appearance, police connected the youth to four further assaults on females walking along the Nightcliff Foreshore.

About 6:30am on Thursday 17 April, police received reports of a male indecently assaulting a woman who was walking along the Foreshore. He fled the scene on foot before police arrival. A statement was provided with a description of the offender which was crucial in linking this occurrence to the following incidents that took place at the carpark later in the day.

About 11am on Tuesday 22 April, police received reports of an indecent assault on a female who was running along the Foreshore. The victim was able to flee to safety following the assault.

Around 6pm on Wednesday 23 April, police received reports that a male grappled with a female after indecently assaulting her along the Foreshore. The victim screamed for help and a passing vehicle noticed the struggle and immediately stopped to render assistance. The alleged offender fled the scene before police arrival.

About 7:20pm on Tuesday 29 April 2025, police received reports that whilst a female was walking along the Foreshore, a male grappled with her after appearing from behind. She was able to break free and observed that the male was naked at the time. The victim screamed for assistance and fled from the alleged offender.

Police seized evidence from the victims which returned a positive DNA match to the already arrested youth. Strike Force Trident detectives further charged the male youth with four counts of Indecent touching or act without consent and Attempt sexual intercourse without consent. He is remanded to appear in court on 20 May 2025.

Detective Senior Sergeant Burns said, “Thanks to the dedicated efforts of Strike Force Trident detectives, the youth was swiftly identified and taken into custody before he could harm anyone else.

“Strike Force Trident will continue to actively pursue those who pose a risk to public safety.

“The bravery of the victims to assist police is commendable and I encourage anyone affected by similar incidents to report them to police immediately.”

Anyone with information in relation to these incidents or have further information that could assist police in their investigation is urged to contact police on 131 444. Anonymous reports can be made via Crime Stoppers on 1800 333 000.

MIL OSI News –

May 8, 2025

MIL-OSI: Enerflex Ltd. Announces First Quarter 2025 Financial and Operational Results

Source: GlobeNewswire (MIL-OSI)

ADJUSTED EBITDA OF $113 MILLION AND FREE CASH FLOW OF $85 MILLION

EI CONTRACT BACKLOG AND ES BACKLOG OF $1.5 BILLION AND $1.2 BILLION, RESPECTIVELY, PROVIDING SOLID OPERATIONAL VISIBILITY

REDUCED BANK ADJUSTED NET DEBT-TO-EBITDA RATIO TO 1.3x¹ AT THE END OF Q1/25

CALGARY, Alberta, May 08, 2025 (GLOBE NEWSWIRE) — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three months ended March 31, 2025.

All amounts presented are in U.S. Dollars unless otherwise stated.

Q1/25 FINANCIAL AND OPERATIONAL OVERVIEW

Generated revenue of $552 million compared to $638 million in Q1/24 and $561 million in Q4/24.
- Lower revenue compared with the prior year is primarily attributed to upfront revenue recognized in the Energy Infrastructure (“EI”) product line in Q1/24 on the extension and modification of an existing EI contract previously accounted for as an operating lease in the Eastern Hemisphere (“EH”) region.
Recorded gross margin before depreciation and amortization of $161 million, or 29% of revenue, compared to $119 million, or 19% of revenue in Q1/24 and $174 million, or 31% of revenue during Q4/24.
- EI and After-Market Services (“AMS”) product lines generated 70% of consolidated gross margin before depreciation and amortization during Q1/25.
- Engineered Systems (“ES”) gross margin before depreciation and amortization increased to 18% in Q1/25 compared to 5% in Q1/24 primarily due to costs recognized in Q1/24 related to an international ES project. ES gross margin before depreciation and amortization decreased compared to Q4/24 due to product mix.
Adjusted earnings before finance costs, income taxes, depreciation, and amortization (“adjusted EBITDA”) of $113 million compared to $69 million in Q1/24 and $121 million during Q4/24. The year-over-year increase in adjusted EBITDA was primarily due to costs recognized related to an international ES project in Q1/24.
SG&A was $57 million for the three months ended March 31, 2025, a decrease of $21 million from the same period in 2024, primarily due to decreased share-based compensation resulting from mark-to-market volatility on share prices in the first quarter of 2025, and lower costs and improved efficiencies, partially offset by executive transition costs.
Cash provided by operating activities was $96 million, which included net working capital recovery of $34 million. This compares to cash provided by operating activities of $101 million in Q1/24 and $113 million in Q4/24. Free cash flow increased to $85 million in Q1/25 compared to $72 million during Q1/24 and $76 million during Q4/24 primarily due to lower maintenance capital spend.
Return on capital employed (“ROCE”)² increased to 14.2% in Q1/25 compared to 0.6% in Q1/24 and 10.3% in Q4/24. ROCE benefitted from an increase in trailing 12-month EBIT and lower average capital employed, predominantly due to a decline in net debt.
Invested $33 million in the business, consisting of $14 million in capital expenditures ($6 million for growth) and $19 million for expansion of an EI project in the EH region that will be accounted for as a finance lease.
Enerflex recorded ES bookings of $205 million during Q1/25, compared to $420 million during the same period of 2024. First quarter bookings were impacted by accelerated customer activity in the latter part of the fourth quarter of 2024, predominantly in the North America (“NAM”) segment, which resulted in select orders being pulled forward, and customers pausing some decisions on expenditures due to commodity price volatility and evolving market conditions. The Company continues to closely monitor activity levels and will adjust its business as appropriate. Enerflex’s backlog remains healthy at $1.2 billion at March 31, 2025.
Enerflex’s U.S. contract compression business continues to perform well, led by increasing natural gas production in the Permian.
- This business generated revenue of $36 million and gross margin before depreciation and amortization of 72% during Q1/25 compared to $36 million and 75% in Q1/24 and $36 million and 78% during Q4/24.
- Utilization remained stable at 94% across a fleet size of approximately 448,000 horsepower. Enerflex expects its North American contract compression fleet will grow to over 475,000 horsepower by the end of 2025.
The Board of Directors has declared a quarterly dividend of CAD$0.0375 per share, payable on June 3, 2025, to shareholders of record on May 21, 2025.

BALANCE SHEET AND LIQUIDITY

Enerflex exited Q1/25 with net debt of $564 million, which included $75 million of cash and cash equivalents, a reduction of $179 million compared to Q1/24 and $52 million lower than the fourth quarter of 2024.
Enerflex’s bank-adjusted net debt-to-EBITDA ratio was approximately 1.3x at the end of Q1/25, down from 2.2x at the end of Q1/24 and 1.5x at the end of Q4/24.

MANAGEMENT COMMENTARY

Preet S. Dhindsa, Enerflex’s President & Chief Executive Officer (Interim), stated: “We are pleased to report another strong quarter of financial and operational results. Our Energy Infrastructure and After-Market Services business lines continue to deliver steady performance and reinforce Enerflex’s ability to generate sustainable returns across our global platform. Visibility for the ES product line remains solid, with backlog exiting Q1/25 at $1.2 billion, although we continue to closely monitor evolving market conditions and will adjust this business as appropriate. Despite increasing near-term risk and uncertainty, the fundamental drivers behind our business remain intact, namely global energy security and the shift toward low-emissions natural gas. Each of our business lines are delivering solid results and we believe all are well positioned to benefit from these fundamental drivers.”

Joe Ladouceur, Enerflex’s Chief Financial Officer (Interim), stated, “Enerflex repaid an additional $74 million of debt during Q1/25 and reduced our leverage ratio to 1.3 times, reflective of strong operational execution and disciplined capital allocation. Our priorities are generating sustainable free cash flow, solidifying our balance sheet health, and positioning the Company for long-term growth and value creation. We’re sharpening our focus on boosting profitability, strengthening the resilience of our core operations, and ensuring Enerflex generates sustained, attractive returns for shareholders.”

SUMMARY RESULTS

	Three months ended March 31,
($ millions, except percentages)	2025			2024
Revenue	$	552		$	638
Gross margin		128			87
Gross margin as a percentage of revenue		23.2	%		13.6	%
Selling, general and administrative expenses (“SG&A”)		57			78
Foreign exchange loss		–			1
Operating income		71			8
EBITDA¹		105			47
EBIT¹		66			3
EBT¹		43			(23	)
Net earnings (loss)		24			(18	)
Long-term debt		639			853
Net debt²		564			743
Cash provided by operating activities		96			101

Key Financial Performance Indicators (“KPIs”)
ES bookings³	$	205		$	420
ES backlog³		1,206			1,266
EI contract backlog⁴		1,497			1,639
Gross margin before depreciation and amortization (“Gross margin before D&A”)⁵		161			119
Gross margin before D&A as a percentage of revenue⁵		29.2	%		18.7	%
Adjusted EBITDA⁶		113			69
Free cash flow⁷		85			72
Bank-adjusted net debt to EBITDA ratio⁷	1.3x			2.2x
Return on capital employed (“ROCE”)^7,8		14.2	%		0.6	%

_{¹EBITDA is defined as earnings before finance costs, income taxes, depreciation and amortization. EBIT is defined as earnings before finance costs and income taxes. EBT is defined as earnings before taxes.}
_{²Net debt is defined as total long-term debt less cash and cash equivalent as presented in the Financial Statements.}
_{³Refer to the “ES Bookings and Backlog” section of the MD&A for further details.}
_{⁴Refer to the “EI Contract Backlog” section of the MD&A for further details.}
_{⁵Refer to the “Gross Margin by Product line” section of the MD&A for further details.}
_{⁶Refer to the “Adjusted EBITDA” section of the MD&A for further details.}
_{⁷Refer to the “Non-IFRS Measures” section of the MD&A for further details.}
_{⁸Determined by using the trailing 12-month period.}

Enerflex’s interim consolidated financial statements and notes (the “financial statements”) and Management’s Discussion and Analysis (“MD&A”) as at March 31, 2025, can be accessed on the Company’s website at www.enerflex.com and under the Company’s SEDAR+ and EDGAR profiles at www.sedarplus.ca and www.sec.gov/edgar, respectively.

OUTLOOK

Industry Update

Enerflex continues to expect operating results to be underpinned by the highly contracted EI product line and the recurring nature of AMS, which together are expected to account for approximately 65% of gross margin before depreciation and amortization during 2025. The EI product line is supported by customer contracts expected to generate approximately $1.5 billion of revenue over their remaining terms.

Visibility for the ES product line remains solid, with a backlog of approximately $1.2 billion as at March 31, 2025, the majority of which is expected to convert into revenue over the next 12 months. During 2025, ES gross margins are expected to align more closely with historical averages, reflecting both weaker domestic natural gas prices through much of 2024 and a shift in project mix.

While near-term ES revenue is expected to remain steady, Enerflex continues to closely monitor evolving market conditions and increased near-term risk and uncertainty, including the impact of tariffs and lower oil prices, and will adjust its business as appropriate. The Company expects to be partially protected from the direct and indirect impact of tariffs through its diversified operations and on-going risk management efforts. Enerflex’s operations in the USA, Canada and Mexico are largely distinct in the client partners and projects they serve. USA is Enerflex’s largest operating region, generating 45% of consolidated revenue on a trailing-twelve month basis by destination of sale, and we believe the Company is well positioned to benefit from growth in domestic energy production. Enerflex’s operations in Canada and Mexico generated 11% and 3% of consolidated revenue on a trailing twelve-month basis, respectively.

Despite increased near-term risk and uncertainty for the ES product line, recent domestic natural gas prices have been constructive, and the medium-term outlook for ES products and services remains attractive, supported by anticipated growth in natural gas and produced water volumes across Enerflex’s global footprint.

Capital Spending

Enerflex continues to target a disciplined capital program in 2025, with total capital expenditures of $110 million to $130 million. This includes a total of approximately $70 million for maintenance and property, plant and equipment (“PP&E”) capital expenditures and growth spending of $40 million to $60 million. Disciplined capital spending will focus on customer supported opportunities primarily in the USA. Notably, the fundamentals for contract compression in the USA remain strong, led by expected increases in natural gas production in the Permian basin and capital spending discipline from market participants. Enerflex will continue to make selective customer supported growth investments in this business.

Capital Allocation

Providing meaningful direct shareholder returns is a priority for Enerflex, reflected through the 50% increase of the Company’s third quarter 2024 dividend, and implementation of the Normal Course Issuer Bid (“NCIB”).

The NCIB commenced on April 1, 2025 and will terminate no later than March 31, 2026. Under the NCIB, the Company is authorized to acquire up to a maximum of 6,159,695 Common Shares or approximately 5% of its public float as at the application date, for cancellation. During the month of April 2025, Enerflex repurchased 690,500 Common Shares at an average price of CAD$10.15 per share.

Going forward, capital allocation decisions will be based on delivering value to Enerflex shareholders and measured against Enerflex’s ability to maintain balance sheet strength. In addition to increases in the Company’s dividend, share repurchases, and disciplined growth capital spending, Enerflex will also consider further debt reduction to strengthen its balance sheet and lower net finance costs. Unlocking greater financial flexibility positions the Company to respond to evolving market conditions and capitalize on opportunities to optimize its debt stack.

DIVIDEND DECLARATION

Enerflex is committed to paying a sustainable quarterly cash dividend to shareholders. The Board of Directors has declared a quarterly dividend of CAD$0.0375 per share, payable on June 3, 2025, to shareholders of record on May 21, 2025.

CONFERENCE CALL AND WEBCAST DETAILS

Investors, analysts, members of the media, and other interested parties, are invited to participate in a conference call and audio webcast on Thursday, May 8, 2025 at 8:00 a.m. (MDT), where members of senior management will discuss the Company’s results. A question-and-answer period will follow.

To participate, register at https://register-conf.media-server.com/register/BIbf48293aea6d4b518127ab7e050c6058. Once registered, participants will receive the dial-in numbers and a unique PIN to enter the call. The audio webcast of the conference call will be available on the Enerflex website at www.enerflex.com under the Investors section or can be accessed directly at https://edge.media-server.com/mmc/p/oqas9bdk.

NON-IFRS MEASURES

Throughout this news release and other materials disclosed by the Company, Enerflex employs certain measures to analyze its financial performance, financial position, and cash flows, including net debt-to-EBITDA ratio and bank-adjusted net debt-to-EBITDA ratio. These non-IFRS measures are not standardized financial measures under IFRS and may not be comparable to similar financial measures disclosed by other issuers. Accordingly, non-IFRS measures should not be considered more meaningful than generally accepted accounting principles measures as indicators of Enerflex’s performance. Refer to “Non-IFRS Measures” of Enerflex’s MD&A for the three months ended March 31, 2025, for information which is incorporated by reference into this news release and can be accessed on Enerflex’s website at www.enerflex.com and under the Company’s SEDAR+ and EDGAR profiles at www.sedarplus.ca and www.sec.gov/edgar, respectively.

ADJUSTED EBITDA

	Three months ended March 31, 2025
($ millions)	NAM			LATAM			EH		Total
Net earnings¹									$	24
Income taxes¹										19
Net finance costs^1,2										23
EBIT³	$	38		$	19		$	12	$	66
Depreciation and Amortization		16			11			12		39
EBITDA	$	54		$	30		$	24	$	105
Share-based compensation		(2	)		(1	)		–		(3	)
Impact of finance leases
Principal payments received		–			–			8		8
Loss on redemption options³										3
Adjusted EBITDA	$	52		$	29		$	32	$	113

_{¹The Company included net earnings (loss), income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.}
_{²Net finance costs are considered corporate expenditures and therefore have not been allocated to reporting segments.}
_{³EBIT includes $3 million loss on redemption options associated with the Notes. Debt is managed within Corporate and is not allocated to reporting segments.}

	Three months ended March 31, 2024
($ millions)	NAM		LATAM		EH			Total
Net loss¹								$	(18	)
Income taxes¹									(5	)
Net finance costs^1,2									26
EBIT	$	33	$	5	$	(35	)	$	3
Depreciation and amortization		18		10		16			44
EBITDA	$	51	$	15	$	(19	)	$	47
Restructuring, transaction and integration costs		3		2		1			6
Share-based compensation		3		1		2			6
Impact of finance leases
Upfront gain		–		–		(3	)		(3	)
Principal payments received		–		–		13			13
Adjusted EBITDA	$	57	$	18	$	(6	)	$	69

FREE CASH FLOW

The Company defines free cash flow as cash provided by (used in) operating activities, less total capital expenditures (growth and maintenance) for EI assets – operating leases and PP&E, mandatory debt repayments, and lease payments, while proceeds on disposals of PP&E and EI assets – operating leases are added back. Free cash flow may not be comparable to similar measures presented by other companies as it does not have a standardized meaning under IFRS. Management uses this non-IFRS measure to assess the level of free cash generated to fund other non-operating activities. These activities could include dividend payments, share repurchases, and non-mandatory debt repayments. Free cash flow is also used in calculating the dividend payout ratio.

	Three months ended March 31,
($ millions, except percentages)	2025			2024
Cash provided by operating activities before changes in working capital and other¹	$	62		$	18
Net change in working capital and other		34			83
Cash provided by operating activities²	$	96		$	101
Less:
Capital expenditures – Maintenance and PP&E		(8	)		(9	)
Capital expenditures – Growth		(6	)		(8	)
Mandatory debt repayments		–			(10	)
Lease payments		(6	)		(4	)
Add:
Proceeds on disposals of PP&E and EI assets – operating leases		9			2
Free cash flow	$	85		$	72
Dividends paid		6			2
Dividend payout ratio		7.1	%		2.8	%

_{¹Enerflex also refers to cash provided by operating activities before changes in working capital and other as “Funds from operations” or “FFO”.}
_{²Enerflex also refers to cash provided by operating activities as “Cashflow from operations” or “CFO”.}

BANK-ADJUSTED NET DEBT-TO-EBITDA RATIO

The Company defines net debt as short- and long-term debt less cash and cash equivalents at period end, which is then divided by EBITDA for the trailing 12 months. In assessing whether the Company is compliant with the financial covenants related to its debt instruments, certain adjustments are made to net debt and EBITDA to determine Enerflex’s bank-adjusted net debt-to-EBITDA ratio. These adjustments and Enerflex’s bank-adjusted net-debt-to EBITDA ratio are calculated in accordance with, and derived from, the Company’s financing agreements.

GROSS MARGIN BEFORE DEPRECIATION AND AMORTIZATION

Gross margin before depreciation and amortization is a non-IFRS measure defined as gross margin excluding the impact of depreciation and amortization. The historical costs of assets may differ if they were acquired through acquisition or constructed, resulting in differing depreciation. Gross margin before depreciation and amortization is useful to present operating performance of the business before the impact of depreciation and amortization that may not be comparable across assets.

ADVISORY REGARDING FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking information”, “FLI”) within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are FLI. The use of any of the words “anticipate”, “believe”, “could”, “expect”, “future”, “may”, “potential”, “should”, “will” and similar expressions, (including negatives thereof) are intended to identify FLI.

In particular, this news release includes (without limitation) FLI pertaining to:

expectations that the North American contract compression fleet will grow to over 475,000 horsepower by the end of 2025;
Enerflex’s ability to generate sustainable free cash flow, solidify its balance sheet health, and position the Company for long-term growth and value creation, and the time required in connection therewith, if at all;
disclosures under the heading “Outlook” including:
- the highly contracted EI product line and the recurring nature of AMS will, together, account for approximately 65% of Enerflex’s gross margin before depreciation and amortization during 2025;
- customer contracts within Enerflex’s EI product line will generate approximately $1.5 billion of revenue over their remaining terms;
- a majority of the ES product line backlog of approximately $1.2 billion as at March 31, 2025, will convert into revenue over the next 12 months;
- ES gross margins are expected to align more closely with historical averages while near term ES revenue will remain steady;
- expectations that the Company will be partially protected from the direct and indirect impact of tariffs through its diversified operations and on-going risk management efforts;
- in respect of the USA, expectations that the Company is well positioned to benefit from growth in domestic energy production;
- natural gas and produced water volumes are anticipated to grow across Enerflex’s global footprint, supporting an attractive medium-term outlook for ES products and services;
- total capital expenditures in 2025 will be $110 million to $130 million which includes approximately $70 million for maintenance and PP&E capital expenditures and growth spending of $40 million to $60 million;
- capital spending will focus on customer supported opportunities primarily in the USA;
- the fundamentals for contract compression in the USA remain strong, led by expected increases in natural gas production in the Permian basin and capital spending discipline from market participants;
- considerations to further reduce debt to strengthen our balance sheet and lower net financing costs and that doing so will position the Company to respond to evolving market conditions and capitalize on opportunities to optimize its debt stack;
the ability of Enerflex to continue to pay a sustainable quarterly cash dividend; and
using free cash generated to fund other non-operating activities including dividend payments, share repurchases, and non-mandatory debt repayments, if at all.

FLI reflect management’s current beliefs and assumptions with respect to such things as the impact of general economic conditions; commodity prices; the markets in which Enerflex’s products and services are used; general industry conditions, forecasts, and trends; changes to, and introduction of new, governmental regulations, laws, and income taxes; increased competition; availability of qualified personnel; political unrest and geopolitical conditions; and other factors, many of which are beyond the control of Enerflex. More specifically, Enerflex’s expectations in respect of its FLI are based on a number of assumptions, estimates and projections developed based on past experience and anticipated trends, including but not limited to:

the ability of the Company to adjust the business as appropriate in response to ES activity levels, evolving market conditions, and increased near-term risk and uncertainty, including the impact of tariffs and lower oil prices;
market dynamics, including increased energy demand, infrastructure development, and production activity, will drive growth in natural gas and produced water volumes across Enerflex’s global footprint;
market conditions, customer activity, and industry fundamentals will support stable demand across Enerflex’s product lines and geographic regions throughout 2025;
the high level of contractual commitments within the EI product line and the predictable, recurring revenue from AMS will continue;
existing customer contracts within the EI product line will remain in effect and with no material cancellations or renegotiations over their remaining terms;
the execution of projects within the ES product line will proceed as scheduled and the conversion to revenue will proceed without significant delays or cancellations;
no significant unforeseen cost overruns or project delays;
market conditions continuing to support the NCIB within the anticipated timeframe; and
Enerflex will maintain sufficient cash flow, profitability, and financial flexibility to support the ongoing payment of a sustainable quarterly cash dividend, subject to market conditions, operational performance, and board approval.

As a result of the foregoing, actual results, performance, or achievements of Enerflex could differ and such differences could be material from those expressed in, or implied by, the FLI. The principal risks, uncertainties and other factors affecting Enerflex and its business are identified under the heading “Risk Factors” in: (i) Enerflex’s Annual Information Form for the year ended December 31, 2024, dated February 27, 2025; and (ii) Enerflex’s Annual Report dated February 26, 2025, copies of which are available under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively.

The FLI included in this news release are made as of the date of this news release and are based on the information available to the Company at such time and, other than as required by law, Enerflex disclaims any intention or obligation to update or revise any FLI, whether as a result of new information, future events, or otherwise. This news release and its contents should not be construed, under any circumstances, as investment, tax, or legal advice.

The outlook provided in this news release is based on assumptions about future events, including economic conditions and proposed courses of action, based on Management’s assessment of the relevant information currently available. The outlook is based on the same assumptions and risk factors set forth above and is based on the Company’s historical results of operations. The outlook set forth in this news release was approved by Management and the Board of Directors. Management believes that the prospective financial information set forth in this news release has been prepared on a reasonable basis, reflecting Management’s best estimates and judgments, and represents the Company’s expected course of action in developing and executing its business strategy relating to its business operations. The prospective financial information set forth in this news release should not be relied on as necessarily indicative of future results. Actual results may vary, and such variance may be material.

ABOUT ENERFLEX

Enerflex is a premier integrated global provider of energy infrastructure and energy transition solutions, deploying natural gas, low-carbon, and treated water solutions – from individual, modularized products and services to integrated custom solutions. With over 4,600 engineers, manufacturers, technicians, and innovators, Enerflex is bound together by a shared vision: Transforming Energy for a Sustainable Future. The Company remains committed to the future of natural gas and the critical role it plays, while focused on sustainability offerings to support the energy transition and growing decarbonization efforts.

Enerflex’s common shares trade on the Toronto Stock Exchange under the symbol “EFX” and on the New York Stock Exchange under the symbol “EFXT”. For more information about Enerflex, visit www.enerflex.com.

For investor and media enquiries, contact:

Preet S. Dhindsa
President and Chief Executive Officer (Interim)
E-mail: PDhindsa@enerflex.com

Joe Ladouceur
Chief Financial Officer (Interim)
E-mail: JLadouceur@enerflex.com

Jeff Fetterly
Vice President, Corporate Development and Capital Markets
E-mail: JFetterly@enerflex.com

The MIL Network –

May 8, 2025

MIL-OSI Australia: Stabbing at Munno Para West

Source: New South Wales – News

A woman has been arrested after a stabbing at Munno Para West.

It will be alleged that about 6.40pm today (Thursday 8 May), police and ambulance crews were called to a house in Bronte Crescent after reports that a woman had been stabbed.

She was taken to hospital in a critical condition.

The female suspect was arrested at the scene.

Early indications suggest both parties are known to each other.

Anyone who may have witnessed the incident is asked to call Crime Stoppers on 1800 333 000.

MIL OSI News –

May 8, 2025
MIL-OSI Asia-Pac: Appeal judge named

Source: Hong Kong Information Services

Chief Executive John Lee has accepted the recommendation of the Judicial Officers Recommendation Commission (JORC) that William Gillow Gibbes Austen Young be appointed as a non-permanent Court of Final Appeal judge.

Subject to the Legislative Council’s endorsement, the Chief Executive will make the appointment under Article 88 of the Basic Law and section 9 of the Hong Kong Court of Final Appeal Ordinance.

Mr Lee announced that he is pleased to accept the JORC’s recommendation, noting that Mr Young retired from his role as a Permanent Judge of New Zealand’s Supreme Court, that country’s final court of appeal, in April 2022.

“He is a judge of eminent standing and reputation,” the Chief Executive said. “I am confident that he will contribute substantively to the Court of Final Appeal.”

Mr Lee highlighted that with Mr Young’s appointment, the panel of non-permanent judges from other common law jurisdictions will consist of six eminent judges from the UK, Australia and New Zealand.

“The presence of these esteemed overseas jurists as non-permanent judges of the Court of Final Appeal is a manifestation of the independence of the Judiciary in the Hong Kong Special Administrative Region as protected by the Basic Law.

“Their participation demonstrates a high degree of confidence in the Hong Kong SAR’s judicial system, and enables Hong Kong to maintain strong links with other common law jurisdictions.”

The Chief Executive expressed confidence that distinguished jurists bringing profound judicial experience from overseas will remain a unique strength of Hong Kong’s judicial system.

Article 90 of the Basic Law and section 7A of the ordinance provide that the Chief Executive shall obtain the endorsement of the Legislative Council on the appointment of Court of Final Appeal judges. The Government will seek such an endorsement in due course.

MIL OSI Asia Pacific News –

May 8, 2025
MIL-Evening Report: Fiji media’s Stan Simpson blasts ‘hypocrites’ in social media clash over press freedom
Pacific Media Watch

Barely hours after being guest speaker at the University of the South Pacific‘s annual World Press Freedom Day event this week, Fiji media industry stalwart Stanley Simpson was forced to fend off local trolls whom he described as “hypocrites”.

“Attacked by both the Fiji Labour Party and ex-FijiFirst MPs in just one day,” chuckled Simpson in a quirky response on social media.

“Plus, it seems, by their very few supporters using myriads of fake accounts.

“Hypocrites!”

Simpson, secretary of the Fiji Media Association (FMA), media innovator, a founder and driving force of Mai TV, and a gold medallist back in his university student journalist days, was not taking any nonsense from his cyberspace critics, including Rajendra, the son of Labour Party leader and former prime minister Mahendra Chaudhry.

The critics were challenging recent comments about media freedom in his speech at USP on Monday and on social media when he took a swipe at “pop-up propagandists”.

“I stand by my statements. And I love the attention now put on media freedom by those who went missing or turned a blind eye when it was under threat [under Voreqe Bainimarama’s regime post-2006 coup]. Time for them to own up and come clean.”

Briefly, this is the salvo that Simpson fired back after Rajendra Chaudhry’s comment “This Stanley Simpson fella . . . Did he organise any marches [against the Bainimarama takeover], did he organise any international attention, did he rally the people against the Bainimarama regime?” and other snipes from the trolls.

1. FLP [Fiji Labour Party]
At a period 2006-2007 when journalists were being bashed and beaten and media suppressed — the Fiji Labour Party and Chaudhry went silent as they lay in bed with the military regime.

Rajendra Chaudhry’s criticism. Image: APR screenshot

“They try to gloss over it by saying the 1997 constitution was still intact. It was intact but useless because you ignored the gross human rights abuses against the media and political opponents.

“Where was FLP when Imraz, Laisa, Pita and Virisila were beaten? Where were they when Netani Rika, Kenneth Zinck, Momo, Makeli Radua were attacked and abused, when our Fiji Living Office was trashed and burnt down, and Pita and Dionisia put in jail cells like common criminals?

“It was when Chaudhry took on Fiji Water and it backfired and left the regime that they started to speak out. When Aiyaz [Sayed-Khaiyum, former Attorney-General] replaced him as No. 2. By then too late.

“Yes FLP — some of us who survived that period are still around and we still remember so you can’t rewrite what happened in 2006-2007 and change the narrative. You failed!”

“2. Alvick Maharaj [opposition MP for the FijiFirst Party]
“The funny thing about this statement is that I already knew last night this statement was coming out and who was writing it etc. I even shared with fellow editors and colleagues that the attacks were coming — and how useless and a waste of time it would be as it was being done by people who were silent and made hundreds of thousands of dollars while media were being suppressed [under the draconian Fiji Media Industry Development Act 2010 (MIDA) and other news crackdowns].

Troll-style swipes. Image: APR screenshot

“Ex-Fiji First MPs protecting their former PR colleagues for their platform which has been used to attack their political opponents. We can see through it all because we were not born yesterday and have experience in this industry. We can see what you are doing from a mile away. Its a joke.

“And your attacks on the [recent State Department] editors’ US trip is pathetic. Plus [about] the visit to Fiji Water.

“However, the positive I take from this — is that you now both say you believe in media freedom.

“Ok now practice it. Not only when it suits your agenda and because you are now in Opposition.

“You failed in the past when you governed — but we in the media will continue to endeavor to treat you fairly.

“Sometimes that also means calling you out.”

USP guest speech
As guest speaker at USP, Simpson had this to say among making other points during his media freedom speech:

The USP World Press Freedom Day seminar on Monday. Image: USP/APR

“Journalists today work under the mega spotlight of social media and get attacked, ridiculed and pressured daily — but need to stay true to their journalism principles despite the challenges and pressures they are under.

“Today, we stand at a crossroads. To students here at USP — future journalists, leaders, and citizens — remember the previous chapter [under FijiFirst]. Understand the price paid for media freedom. Protect it fiercely. Speak out when it’s threatened, even if it’s unpopular or uncomfortable.

“To our nation’s leaders and influencers: defend a free media, even when it challenges you. A healthy democracy requires tolerance of criticism and commitment to transparency.”
- Fiji rose four places to 40th (out of 180 nations) in the RSF 2025 World Press Freedom Index to make the country the Oceania media freedom leader outside of Australia (29) and New Zealand (16).
MIL OSI Analysis – EveningReport.nz –
May 8, 2025
MIL-OSI Australia: Arts festival to astound in the City of Wanneroo
Source: South Australia Police

Experience an extravaganza of artistic talent as the Beach to Bush Arts Festival arrives in the City of Wanneroo this May.
Featuring art of all kinds, the festival runs from 9 to 31 May, featuring painting workshops, dance classes, theatre productions and much more.

Wanneroo Deputy Mayor James Rowe said the 2025 festival offerings were bigger and better than ever before.

“Back for its third year, the popular Beach to Bush Arts Festival is a celebration of our City’s diverse array of artistic talent,” he said.

“We’ve got an incredible schedule of events, performances and workshops planned for this year’s festival, and I encourage everyone to stop by and check it out.”

The festival will conclude with a spectacular finale concert, featuring performances by talented local singers, dancers, bands and the Joondalup Symphony Orchestra.

The full schedule is available on the Beach to Bush event page.

Festival finale event details:
- 5pm to 9pm, Saturday 31 May 2023
- Peter Moyes Anglican Community School, Mindarie
- Tickets cost $11 per person, available via Eventbrite
MIL OSI News –
May 8, 2025

MIL-OSI: Best Online Casinos Ireland – JACKBIT Ranked #1 Irish Casino Site of 2025

Source: GlobeNewswire (MIL-OSI)

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Disclaimer & Affiliate Disclosure

This article is for general information and promotional purposes only and shouldn’t be taken as legal, financial, or professional advice. While we aim for accuracy, we can’t guarantee everything is up-to-date or complete. Please double-check details before acting. Some links may be affiliate links, meaning we could earn a commission at no extra cost to you, but this doesn’t affect our content or opinions. Online gambling is for adults of legal age (typically 19+ in Ireland) and carries financial risk. Play responsibly and seek help if needed. Brand names mentioned belong to their respective owners. By reading this, you accept full responsibility for how you use the information.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9a494bed-945b-4b42-8b9d-25f7f239b9f2

The MIL Network –

May 8, 2025

MIL-OSI China: Australian football chief executive resigns

Source: People’s Republic of China – State Council News

The head of football’s governing body in Australia has resigned.

Football Australia (FA) on Thursday announced that James Johnson has resigned as chief executive officer after more than five years in the role.

In a statement, Johnson said that it has been a “privilege” to lead the governing body.

“As someone who is immensely passionate about Australian football, this decision has not come easy, but I believe the time is right to step down,” he said.

Johnson joined the FA as chief executive in 2020 after previously working for the Asian Football Confederation, FIFA and the City Football Group.

During his tenure with the FA, Johnson led Australia’s successful bid to co-host the 2023 FIFA Women’s World Cup with New Zealand, and host the 2026 AFC Women’s Asian Cup.

His resignation comes as the FA prepares to appoint a new permanent head coach of the women’s national team. Tom Sermanni has served as the interim coach of the Matildas since September 2024 following Tony Gustavsson’s resignation.

Australian media reported that Australia’s Joe Montemurro, currently in charge of French women’s club Olympique Lyonnais, is set to be appointed as the Matildas’ manager.

Heather Garriock, who played 130 times for the Matildas between 1999 and 2011, has been named as the FA’s interim chief executive.

MIL OSI China News –

May 8, 2025
MIL-OSI United Kingdom: Appointment of Law Commissioners to the Law Commission
Source: United Kingdom – Executive Government & Departments

News story

Appointment of Law Commissioners to the Law Commission

The Lord Chancellor has approved the appointment of Professor Solene Rowan and Professor Lisa Webley as Commissioners of the Law Commission of England and Wales.
The Lord Chancellor has approved the appointment of:

Professor Solene Rowan as the Law Commissioner for Commercial & Common Law from 8 September 2025 to 7 September 2030

Professor Lisa Webley as the Law Commissioner for Property, Family & Trust Law from 1 September 2025 to 31 August 2030.

Professor Solène Rowan

Professor Solène Rowan is currently the Chair of Contract Law, the Vice-Dean for Students, Culture & Community, and the Director of the LLB / Master 1 programme at the Dickson Poon School of Law, King’s College London. She is also an Honorary Professor at the Australian National University and a Visiting Professor at Paris Panthéon-Assas University.

Solène’s principal areas of expertise are contract law, commercial law, and comparative law, all with a particular focus on remedies. She is an award-winning author of two monographs and articles in leading international legal publications, and a member of the editorial team of Chitty on Contracts. Her work has been widely cited by law reformers and courts domestically and abroad.

Solène was previously a Professor at the University of Oxford, an Associate Professor at the London School of Economics and Political Science and the Australian National University, and a Fellow and College Lecturer in Law at Queens’ College, Cambridge. She read law as an undergraduate at King’s College London and Paris Panthéon-Sorbonne University and obtained an LLM and a PhD from the University of Cambridge.

Professor Lisa Webley

Since 2018, Professor Webley has been the Chair in Legal Education and Research for the Birmingham Law School, University of Birmingham. From 2019 –2023, she served as Head and Dean of Birmingham Law School.

Both did not declare any political activity.

The Law Commission aims to ensure that the law is as fair, modern, simple and as cost-effective as possible. It conducts research and consultations to make systematic recommendations for consideration by Parliament.

Appointments of Commissioners to the Law Commission are made by the Lord Chancellor under the Law Commissions Act 1965. Appointments are regulated by the Commissioner for Public Appointments and recruitment processes comply with the Governance Code on Public Appointments.

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Published 8 May 2025
MIL OSI United Kingdom –
May 8, 2025
MIL-Evening Report: Politics with Michelle Grattan: David Pocock wants us to aim for up to 90% reduction in emissions by 2035

Source: The Conversation (Au and NZ) – By Michelle Grattan, Professorial Fellow, University of Canberra

In the new parliament the government is expected to need only the Greens to pass the legislation opposed by the Coalition. Counting is not finished but on present indications it won’t require any other Senate crossbenchers.

Given Labor’s enhanced position it makes much harder an independent’s job of holding the Labor government to account and pursuing their own agenda.

One independent who had considerable success pursuing his issues in the last parliament is ACT Senator David Pocock. Pocock saw a massive 18-point swing towards him at the election, easily finishing first, above Labor’s Katy Gallagher.

Pocock now faces the reality that, despite an increase in his vote share, his actual negotiating power is weakened.

Pocock joins us today to talk about the new Senate situation, his aspirations for the next three years and the election generally.

On his stunning result from the ACT,

It was a really humbling result to see so much support. At the last election, I said to Canberrans that I wanted to be accessible and accountable to them and then stand on my record and I really tried to do that. So I think it’s probably a combination of things. One, people wanting someone who’s actually going to stand up for the ACT.

Couple that with a campaign where Peter Dutton and the Coalition made it just so hard for Canberra Liberals. You had a situation where the ACT Senate candidate for the Libs, Jacob Vadakkedathu, was pushing back on public service cuts, was saying how desperately the national capital needs a convention centre and needs it to be funded at least partially by the feds.

On the results more broadly, while Labor saw a massive positive result, Pocock asserts that voters don’t want the status quo.

It’s clearly a big victory for the Labor Party, but I don’t think this is a vote for the status quo. We saw independents across the country making seats marginal, potentially winning seats or holding on to their seats. The swing towards independents was about the same as the swing towards the Labor party.

I think the task of this next parliament is to really crack on with dealing with the big challenges we face in a really constructive way. I don’t think people just want more of the same.

Asked what 2035 climate change target he would like to see, Pocock stresses now is not the time to be cautious,

I think we’ve got to be really ambitious. From what I’ve heard from experts, we need to be looking at [a] 75 to 85, 90% [2035 emissions reductions target]. This is a time to go really hard on this, and we’ll hear the Labor Party, we’ll hear the Coalition say that, well we’re a small jurisdiction, what we do is important but it’s not the big game, we’ve got to support our partners overseas. We are one of the biggest fossil fuel exporters in the world, and we’re one of the highest per capita emitters. So what we do actually really matters.

I think people want to see that sort of leadership. We’re being, I think, essentially conned now that places like Japan need our gas for their energy security – when Japan is now exporting more gas than we send to them.

Pocock highlights that the conduct from both sides during this campaign is why truth in political advertising laws are needed,

When it comes to something like electoral reform, we saw [Labor] do a deal with the Coalition under the guise of we need the major parties to agree on this and get it through parliament. Then when it comes to truth in political advertising laws, Which they’ve committed to doing, they introduced a bill and then they just shelved it because I think it was actually inconvenient for them – because we saw them during this election use some pretty questionable tactics. Both the major parties are doing this, and I think more and more Australians expect better, want better.

Michelle Grattan does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. Politics with Michelle Grattan: David Pocock wants us to aim for up to 90% reduction in emissions by 2035 – https://theconversation.com/politics-with-michelle-grattan-david-pocock-wants-us-to-aim-for-up-to-90-reduction-in-emissions-by-2035-256218

MIL OSI Analysis – EveningReport.nz –

May 8, 2025
MIL-OSI Australia: 143-2025: Import conditions for fresh jujubes from China

Source: New South Wales Government 2

8 May 2025

Who does this notice affect?

This notice affects importers of fresh horticulture produce and brokers.

What has changed?

The Department of Agriculture, Fisheries and Forestry (DAFF) has approved the publication of import conditions for fresh jujubes (Ziziphus jujuba) from China for human consumption.

This approval has followed completion of the…

MIL OSI News –

May 8, 2025
MIL-OSI Australia: Commissioner’s address at the ATAX International Conference
Source: New places to play in Gungahlin

Rob Heferen, Commissioner of Taxation
Address at the UNSW 16th ATAX International Conference on Tax Administration
Sydney, 8 April 2025
(Check against delivery)

Introduction

Thank you for the introduction.

I’d like to acknowledge the Traditional Owners of the land on which we meet, the Gadigal people, and pay respects to Elders past and present, and extend that to First Nations people present today.

I would also like to say thank you to Michael Walpole and Jennie Granger for inviting me to speak today.

It is indeed a privilege to be invited, and I hope I can get a recurring invite.

The theme of this year’s ATAX conference is ‘Tax Administration: Getting it right’.

Before I get underway, some of my own housekeeping is important to note. Given the House of Representatives has been dissolved, we have a caretaker government, and so public servants, even we statutory officers, need to exercise appropriate discretion about what we say, and what we comment on.

Which I will, of course, do.

So, while I might be a little bland, I hope that doesn’t rule me out for the future.

But returning to the topic at hand, what ought we mean by ‘getting tax administration right’.

Before I step through my perspective on this issue, which some of you will have heard before (I do apologise for that, but I think they are messages worth repeating) I’d like to reflect a bit on the crucial role tax has in the social contract – Australian style.

As the famous American Supreme Court Judge Oliver Wendell Holmes Jr said, ‘tax is the price we pay for a civilised society’.

I’d like to expand on that to posit that the tax we pay is a vital element of our social contract; the citizenry pay tax and in return the government provides the services the community, collectively, demands.

This notion recognises that as individuals there is little we can deliver on our own, but collectively our ‘contribution rules’ set out our obligations for how we can mutually contribute to fund things the country needs and the community demands.

Thomas Hobbes, one of the founders of modern political philosophy, had his memorable take on the social contract. Writing during the English civil war, he noted in the Leviathan that, without any ruler, our ‘state of nature’ would result in…

such condition, there is no place for industry; because the fruit thereof is uncertain: and consequently no culture of the earth; no navigation, nor the use of commodities that may be imported by sea; no commodious buildings; no instruments of moving, and removing, such things as require much force; no knowledge of the face of the earth; no account of time; no arts; no letters; no society; and which is worst of all; continual fear, and danger of violent death; and the life of man, solitary, poor, nasty, brutish and short.

He may well have been over-influenced by England’s challenges at the time, but I think a moderated application can be seen to ring true today. Hence his view that to correct for this, society needs a strong powerful ruler – in Hobbes’ time, perhaps a sovereign, in our time and our place, a government. Perhaps not necessarily ‘strong and powerful’ as Hobbes’ may have imagined it, but definitely one with authority.

Without a government, there will be little peace, prosperity or freedom.

And without tax, at least in the Australian context, very hard to imagine a government.

But digging a fraction deeper, does Australia’s tax system reflect Australia’s social contract and does the Australian Taxation Office’s (ATO’s) administration reflect this?

I think there’s a strong argument to be made that a country’s tax system, provided there are strong democratic foundations and processes, reflects its aspirations, its underpinnings and how the country has chosen its ‘rules of contribution’.

The Australian tax system, or at least the policy to be implemented, has at least 2 elements:
1. First, as a federation, do we have the right balance between taxes levied by the Commonwealth as compared to that by the states?
2. Second, do we have the right ‘tax mix’. That is, the right balance between direct taxes (such as income tax) and indirect taxes (such as the GST and excise)?
Of course, both of these are core policy questions not appropriate for me to comment on.

But then the question of whether we get the tax administration right can be assessed by whether, given the first 2 elements, do we have the right administrative machinery and people in place to deliver the desired revenue for the government to deliver the services the community demands – that is, to deliver on the social contract?

The ‘right’ administration of taxes

The ATO is governed by legislation, passed by those who represent the broader community.

Much responsibility is vested in the Commissioner, and the parliament has provided me with significant authority, but has carefully constrained the Commissioner’s discretion to depart from the job at hand.

To deliver on our purpose, successive governments have ensured we are appropriately resourced, with both technology and people, and from this resourcing expect us to deliver on our role.

So what’s our role?

To collect the right amount of tax, in accordance with the law, in the most efficient way for the government and the taxpayer. And in doing this, treat taxpayers with courtesy and respect.

The law, of course, changes over time, both through explicit parliamentary action, and also through the court’s interpretation of the ‘hard cases’ that come before it.

The administrator then needs to ensure that their administration of the law is kept contemporary and is seen as fair and reasonable.

Does the ATO meet these benchmarks?

As I hope you would expect, we strive to, but of course, given none of us are perfect, in specific instances we may well fall short.

So, what are some useful metrics we can look to, to assess whether we are getting our administration right? That demonstrate we are meeting our Public Governance, Performance and Accountability Act 2013 (the ‘bible’ that governs the way we in the APS act) requirements to be effective, efficient, economical and ethical?

Let’s start with the most important one – are we effective at our job?

Our purpose, or the reason we exist, is clear: We collect tax so that government can deliver services for the Australian community.

Being the nation’s principal tax collector is not always an easy job, but it’s an important one. One that’s fundamental to Australia’s strong economy and society.

Without the ATO doing its role, the rest of the government suffers (both Commonwealth and state), and accordingly, as does our broader society.

The ATO makes up a bit under 10% of the APS, but the more than 190,000 other federal public servants rely on us to do our job, so they can do theirs, that is so that the government has the money it needs to provide the services the community demands.

And given Australia’s vertical fiscal imbalance, a significant proportion of revenue the states and territories use to fund their public services is collected by us as well.

If our purpose is our guiding light, then our roadmap is our vision as an agency.

Our vision is an Australia where every taxpayer meets their obligations because:
- complying is easy
- help is tailored
- deliberate non-compliance has consequences.
We are confident that where these conditions are met, voluntary compliance will be optimised.

But our purpose drives what we do, day in and day out. It reinforces that our role is fundamental to making government work. At the end of the day, being that part of the government that collects tax revenue, so that other parts of government can deliver services for citizens, is our most fundamental function.

We definitely collect a lot of tax – in this year’s budget papersExternal Link our Treasury colleagues estimate that we will collect $676.1 billion in the current financial year.

But how does that compare with what we should collect?

It’s tricky to get a firm handle on this, but our best estimates stem from our ATO Tax Gap measurement.

Tax gap

The tax gap is an estimate of the difference between the estimate of what we expect to collect, and what would have been collected if every taxpayer was fully compliant with the law.

For the most recent tax gap data available, 2021–22, we estimate that we will collect $545.8 billion of the total $590.3 billion tax due.

That is, the amount of tax not collected, the net tax gap, is $44.5 billion, or 7.5% of the total amount of the tax.

The $545.8 billion, the amount we have or will collect, is made up of 2 parts:
- $531.4 billion that is reported correctly when taxpayers lodge their tax statements, and
- $14.3 billion which represents any difference between that first return and the final corrected return.
So, the $14.3 billion collected following a revised tax return is influenced by ATO action – typically our post lodgment compliance action like reviews and audits.

In the context of the performance of our tax system, the tax gap data indicates that we have 90.1% voluntary performance. This adjusts to 92.5% when we factor in our compliance action.

Tax gap components

But not all taxes are created equal, and the overall gap is made up of varying gaps or components across different taxation types. Based on the most recent verified data:
- The gap for personal income taxes (both salary and business income) account for $25.8 billion of the $44.5 billion tax gap.
- Given the size of the population for collections, it’s not surprising that this is the biggest. This group has a net tax gap of 8.5%.
- Company income taxes (large, medium and small companies) account for $8.7 billion of the $44.5 billion tax gap. This group has a net tax gap of 6.3%.
- GST – $4.4 billion and a net gap of 5.5%.
- Excise and all other gaps – $5.6 billion or a net tax gap of 8.1%.
Comparisons to other jurisdictions

So how does this compare to other countries?

This is a tricky question to answer mainly because of the countries who attempt to calculate their tax gap, each have their own unique features of measurement. The variation between jurisdictions means we can find ourselves comparing apples to oranges in many cases.

But if we look at the trends in our respective data, perhaps there is something to glean.

In Australia, since 2016–17, the net gap has decreased from 7.8% to 7.5%. Over the same period, the UK’s net gap decreased from 5.4% to 5.2% (noting the parameters of their gap calculations vary slightly from Australia’s).

In both instances, the overall net gap decreased. And it’s important to remember, that this represents an estimate of what we are not collecting and what is not being reported. Being an estimate, they are often revised over time as more information becomes available.

Suffice to say, in our international engagement, we are confident that our methodology is good practice, and our measured gaps are amongst the smallest.

So, I think we are quite effective.

Administrative performance

Then, do we do this in the most efficient way for the government and the taxpayer?

Our costs of collection are, in the main, very low. For the 2023–24 year the cost to collect $100 of tax was 56 cents.

Unfortunately, good, robust information on compliance costs for all taxpayers is not collected and produced.

Do we treat taxpayers with courtesy and respect?

Our Charter outlines our commitments to the community in their interactions with us and includes a number of stated commitments around the behaviours expected from ATO officers when they engage with the community.

We have a range of metrics that provide valuable insights into how this is working in practice:
- For service commitments: The ATO has 12 publicly stated service commitments that are reported every month on the ATO website. The last published results were for March 2025, and show all 12 were met.
- Highlights included that
  - 97% of electronic taxpayer requests were finalised in 15 days, against a target of 90%
  - 99% of electronic tax returns and activity statements were finalised in 12 business days, against a target of 94%, and
  - 100% of employee referrals for unpaid super were escalated with employers within 28 days, against a target of 90%.
- Regarding complaints, they continue to represent a very small portion of our interactions with taxpayers, around 0.1%.
  - Our service commitment is that we will resolve 85% of complaints within 15 days or within a date negotiated with the taxpayer. And, pleasingly, our March 2025 (YTD) result showed we have finalised 99% of complaints within our service commitment.
To further ensure confidence in our administration, the ATO is fortunate to have fairly comprehensive scrutiny from a broad set of scrutineers.

Like any Commonwealth government funded agency or department we are subject to the thrice-yearly scrutiny on our appropriation by the relevant senate legislation committee – commonly known as our Senate Estimates process.

Again, like any other similarly funded agency we are subject to both financial audits and performance audits by the Australian National Audit Office.

And we have our own dedicated scrutineer – the Tax Ombudsman, Ruth Owen, who is speaking this afternoon.

Each of these processes provide us food for thought and often specific recommendations to improve our administration to which we attempt to respond to in a timely way.

A further step this year was the Australian Public Service Commission initiating a capability reviewExternal Link to seek some external assurance that we are well placed for the future. And it showed that we are.

Importantly, and as far as I am aware – all of our scrutineers are broadly happy that we are collecting the right amount of tax.

But often the biggest critics of an organisation sit within it.

And one of our shortcomings brought to my attention by my staff early on was the size of the debt book.

The broader debt book – that is, stock of the tax debt that is owed to the Commonwealth Government at the current point in time – is currently over $105 billion (compared to the 2024-25 total revenue of around $650 billion). It’s the largest it’s ever been, and it is money that could be benefitting all Australians.

We estimate that just under half of that $105.1 billion is made up of collectable debt. That $46.4 billion is almost double the $26.5 billion of collectable debt owed in 2019.

I’ll have more to say on this shortly.

Our vision

We have recently spent time on sharpening our focus for the future by committing to a very clear vision for tax administration.

Our vision is an Australia where every taxpayer meets their obligations because:
- complying is easy
- help is tailored
- deliberate non-compliance has consequences.
I think there’s value in stepping this through in more detail today.

Firstly, every taxpayer meets their obligations because complying is easy.
- As an administrator, part of our role is to take the complexity of the system and do what we can to make it as easy to use as we can. That is, be a ‘complexity broker’.
- In all aspects of life we need complexity brokers. Some of us know how to fix our cars and are happy to rely on our own expertise. Others are content to know how to put in the petrol and steer the wheel and are happy to rely on those with the expertise.
- The ATO’s role as a complexity broker is complemented by the role of the tax profession in our system – those who help Australians to meet and understand their tax obligations.
- Focusing on the tax profession, strengthening that relationship continues to be one of our core priorities.
- It is vital that we work closely with the tax profession to ensure they are properly equipped to be complexity brokers for their clients.
Secondly, every taxpayer meets their obligations because help is tailored.
- While it’s important that all taxpayers have a clear digital pathway to resolve their interactions with the ATO, there will always be members of the community who need direct assistance from an ATO officer. While digital systems can enable a fast and seamless experience in some instances, it cannot be a substitute for human judgment.
- Only human intervention can determine what constitutes fairness and reasonableness in those taxpayer circumstances where complex communication, compassion or empathy are needed to make decisions with the taxpayer.
- We are currently developing our Future Interactions Strategy, which will further refine the how and when of our tailored approaches.
- And within this strategy, our objectives will be laid out
  - to provide unassisted digital options to resolve tax matters where possible
  - to provide efficient human-assisted channels to assist in resolving more complex matters, or where the circumstances of the taxpayer require it
  - to provide secure, integrated digital platforms.
- Alongside this is our focus on helping those experiencing vulnerability to meet their obligations.
- To support this, the ATO is implementing a Vulnerability Capability that will strengthen and coordinate the way the ATO supports those who need it most. And in doing this we are grateful to the Tax Ombudsman for her recent reportExternal Link on this issue, particularly regarding financial abuse.
- This program of work will include the development of a framework, together with specific actions and activities to support people experiencing vulnerability, including financial abuse.
And finally, every taxpayer meets their obligations because deliberate non-compliance has consequences.
- In the tax system, we think about non-compliance against a wide set of obligations, including failure to lodge, false registration and deliberate incorrect reporting. And of course, it also considers not paying the appropriate amount of tax.
- While all tax owed to the government is a priority – from individuals, and from small and large business – we are conscious of our duty to collect priority debt such as unpaid superannuation guarantee, PAYGW – that is, tax that is withheld from employees’ pay but not passed on to the government – and GST that is collected from customers but not passed on to the government, and from the small group of taxpayers who exhibit the most non-compliant behaviour in avoiding their obligations.
- It is important to note that only 22,000 taxpayers are responsible for $11 billion of the total tax collectable debt value. In context, that’s about 1% of the total debtors responsible for 20% of what’s owed.
- To be clear, I’m not talking about just the largest taxpayers – this 1% are taxpayers of varying sizes. And it is this group where our focus lies.
- This approach we are taking to collect the tax owed to the government is deliberate and targeted, with action being taken for those who repeatedly refuse to engage with us and continue to ignore our reminders.
- For these taxpayers, we are moving more urgently to deploy the full powers available to us and we are beginning to see some positive impacts of this work, through reduction in the amount of debt owed to the government.
Conclusion

So, are we getting tax administration right? We, of course, have a few critics.

But we all need to keep reminding ourselves that the tax system is not an end in itself; it’s only ever an instrument for the government to get the money it needs to deliver the services the community desires.

Many of us, both internally and externally, can get caught up in the intricacies of various seemingly contradictory tax policies, the finer points of a court outcome, and the time it takes for us to finalise a complex ruling. Missing the reality of our tax system’s overall performance.

But total taxes largely meet society’s spending demands. Our tax gap is low and our service commitments largely met.

So, the conditions of tax administration doing its bit to deliver on our social contract are largely, or mainly, met.

Is our tax administration perfect? Of course not.

Is it about right? I am obviously biased, but I would say definitely.

Can we improve? Of course.

We’ve got work to do to achieve this. But that’s our aim.

Thank you.

MIL OSI News –
May 8, 2025
MIL-OSI Australia: Plumbing Australia (Vic) Pty Ltd – Public warning
Source: Australian Capital Territory Policing

Victorians are being warned about Plumbing Australia (Vic), after Consumer Affairs Victoria received more than 60 complaints since January last year from consumers unhappy with its services.

Its ABN (44 630 796 459) has been associated with more than 200 websites – many with almost identical pages. These websites appear prominently in online searches for plumbing services.

Search this document to confirm if a website you have accessed may be linked to Plumbing Australia (Vic) businesses: Plumbing Australia (Vic) websites (Word, 39KB)

Most complaints have been about General Home Services (generalhomeservices.com.au). Others include mrdrainmelbourne.com.au, 247 Local Plumber, Plumb patrol and Revive a pipe.

Based on complaints, Consumer Affairs Victoria believes Plumbing Australia (Vic) may have:
- misled customers
- wrongly accepted payment for services it did not supply, and
- failed to refund payments when requested and required.
Reports suggest that Plumbing Australia (Vic)’s businesses follow a common approach:
- After receiving a call, the business sends someone to assess the job and provide a quote.
- The representative provides a basic inspection before telling the customer the job is complex and urgent.
- Often, they will say major works are needed and provide a quote for thousands of dollars.
- The consumer will be asked to pay a large deposit (usually 50%).
- Once paid, the representative will leave, after agreeing to send a plumber to complete the work.
- Consumers who get a second opinion often discover the works are not urgent or expensive.
- Where consumers call the business back to seek a refund, business representatives are often slow to respond, uncooperative and in some cases, refuse to return the money.
Consumer Affairs Victoria Acting Director David Joyner urged people looking for help with emergency plumbing issues to choose tradespeople carefully.

“Dealing with a plumbing emergency is stressful, but there are ways to protect yourself,” he said.

“Look for reliable reviews and ask friends or family whether they know a tradesperson they can recommend.

“If possible, get a second opinion – especially if you’re told that a job is much larger than you expected – and steer clear of any tradie who asks you to pay a large deposit before they start.”

If you have had a bad experience with Plumbing Australia (Vic) or one of its businesses, contact us through our complaint form, email or by calling 1300 55 81 81.

Read our public warning:

MIL OSI News –
May 8, 2025
MIL-OSI NGOs: Greenpeace vows to keep pressing antagonistic, evasive Woodside to protect climate and nature

Source: Greenpeace Statement –

PERTH Thursday, 8 May 2025 — Following Woodside’s 2025 AGM, David Ritter, CEO at Greenpeace Australia, said:

“Woodside Chairman Richard Goyder treated Greenpeace representatives at the AGM with unnecessary antagonism and evasiveness, but we will not relent on rigorous democratic scrutiny to hold Woodside accountable for its plans to wreck WA’s pristine oceans, Scott Reef, and our climate.

“From the proceedings at recent Woodside AGMs, it is abundantly clear that many Western Australians and Woodside shareholders are deeply concerned about the devastating potential impact of Woodside’s plans on our oceans, climate, health, and cultural heritage—and that Woodside is feeling the heat.

“Instead of responding to valid concern and scrutiny with antagonism, Woodside should focus on ensuring its plans align with what the science demands on nature protection and emissions reduction. We know that we must stop the extraction and burning of new fossil fuels, and transition to renewable energy at emergency speed and scale if we are to secure a safer climate in the future.

“Woodside’s proposed extension of the North West Shelf facility, and its plans to drill for gas near Scott Reef, pose an unacceptable risk to our oceans, and our climate.

“The hundreds of thousands of Australians who are deeply concerned about the future of our oceans, environment and climate, will continue to speak up against Woodside’s risky plans. Greenpeace calls on the Albanese government, which has just been elected with a strong climate mandate, to heed the evidence and reject Woodside’s planned North West Shelf extension and Browse gas field.

For more information or to arrange an interview, please contact Vai Shah on 0452 290 082 or [email protected].

Photos from the protest and file photos for editorial use will be available here after the protest: Google Drive folder.

MIL OSI NGO –

May 8, 2025
MIL-Evening Report: 100 years of boom and bust: a potted history of Hollywood’s long relationship with Australia

Source: The Conversation (Au and NZ) – By Andrew James Couzens, Lecturer in Digital Media, CQUniversity Australia

Donald Trump has said the United States should be applying tariffs to movies “produced in foreign lands”. This has the potential to deeply impact the Australian film industry.

Local crews are currently celebrating a boom in big budget production at studios on the Gold Coast, Sydney and Melbourne. Over the last five years, foreign production has represented almost half of all drama production expenditure in Australia.

But the history of Hollywood making movies in Australia warns us not to get complacent.

When times are good for Australian film crews they can be very good indeed. But global events can leave studios empty and film crew without work.

Read more:
How do you put a tariff on movies? Here’s what Trump’s plan could mean for Australia

How Hollywood influenced Australian cinema

Hollywood’s influence was felt in Australian production from the silent era.

For its 1927 adaptation of Marcus Clarke’s literary classic For the Term of His Natural Life, local production and distribution company Australasian Films hired Hollywood director Norman Dawn. They felt this was necessary to appeal to American audiences.

For most of the 20th century, Hollywood production used Australia for its exotic setting. Films like On the Beach (1959), Kangaroo (1952) and The Sundowners (1960) brought their crews from America, rather than using Australians.

By the late 1960s, Hollywood’s cultural dominance was seen as a serious problem.

The Australian federal government established new grant and investment schemes for local films, intended to establish Australian culture in response to American influence.

The local industry’s independence was fervently protected, and we saw the release of films like Picnic at Hanging Rock (1975) and Newsfront (1978), aimed at establishing a distinct Australian film culture.

The international box office success of George Miller’s 1979 film Mad Max motivated a shift to more commercial, Hollywood-aligned filmmaking in Australia. Many in the industry argued the film illustrated the value of pursuing a popular cinema modelled on American production practices.

This laid the groundwork for Hollywood to become even more integrated with the local production industry.

Studios and infrastructure

The 1988 opening of Village Roadshow Studios and the filming of the 1988 Mission Impossible television series on the Gold Coast ignited the relationship between the Australian film industry and Hollywood that exists today.

These studios were followed by Fox Studios Australia (now Disney Studios Australia) in Sydney, home to productions including The Matrix and Star Wars: Episodes I–III.

These studios acquired international investment from Hollywood studios and received significant state government support. They supported new collaborations between Hollywood and the Australian film industry, though some criticised this direction for Australian cinema.

Throughout the 1990s, there was a rapid increase in the quantity of footloose production – a term referring to films originating from Hollywood but shooting elsewhere to reduce costs.

The comparatively weak Australian dollar, low labour and construction costs, and strong state government incentives meant that blockbusters like The Matrix could cut their budgets by as much as a third by shooting in Australia rather than Hollywood.

The local industry grew as big budget Hollywood films created jobs for Australian production crews. These crews depended on a steady supply of foreign production, because local productions were not big enough to support local crews.

Bust

The Australian film production industry was thrust into crisis in the second half of the 2000s, when a strong Australian dollar coupled with the global financial crisis wiped out the supply of footloose productions.

In 2008–09, foreign production brought just A$31 million into the country, from a high in 2003–04 of $519 million, adjusted for inflation.

This saw screen employment drop and some production facilities close.

Industry lobbying encouraged the federal government to introduce a 16.5% location tax offset for foreign films shooting in Australia, and a 30% tax offset for post, digital and visual effects.

Combined with the weakening Australian dollar, this brought Hollywood production back with a vengeance by 2014–15.

But the impact that a dry spell of blockbuster production could have on the Australian industry gave Hollywood producers significant negotiating power. In response, state and federal governments offered heavy hitters like Disney’s Pirates of the Caribbean: Dead Men Tell No Tales (2017) and Thor: Ragnarok (2017) tens of millions of dollars on top of existing offsets.

Boom

In 2020–21, the expenditure of foreign films shooting in Australia more than doubled compared to previous years. This was due to Australia, and especially Queensland, being one of the few places in the world where production could take place during COVID lockdowns.

Foreign production, especially on the Gold Coast, exploded.

Studio infrastructure was stretched to breaking point, with some films using makeshift studio spaces like the Gold Coast Convention and Exhibition Centre.

Due to stretched infrastructure, parts of the film Spiderhead were shot in the Gold Coast convention centre.
Netflix

Growing capacity became a policy priority, and significant investment was directed towards training crew and expanding studio facilities.

The boom in Hollywood expenditure in Australia has resulted in an expansion of local production capability through crew training and investment in facilities.

But, as the global financial crisis bust shows, growth can be a double edged sword. It requires a consistent supply of footloose production to sustain itself.

The anxiety around Trump’s recently proposed tariffs demonstrates the Australian film industry remains dependent on footloose production.

Policy must now address how to exploit boom periods to support sustainability during the inevitable bust.

Andrew James Couzens has received funding from The Gold Coast Film Commission.

– ref. 100 years of boom and bust: a potted history of Hollywood’s long relationship with Australia – https://theconversation.com/100-years-of-boom-and-bust-a-potted-history-of-hollywoods-long-relationship-with-australia-256079

MIL OSI Analysis – EveningReport.nz –

May 8, 2025
MIL-Evening Report: Even as emissions level off, carbon dioxide in the atmosphere is growing faster than ever. Here’s why

Source: The Conversation (Au and NZ) – By Issy Borley, Research Technician, CSIRO

Quality Stock Arts/Shutterstock

Over the last decade, humanity’s emissions of carbon dioxide (CO₂) have stabilised after a period of huge growth. Average growth is now down to just 0.6% per year, compared to 2% per year in the previous decade. But levelling off isn’t the same as declining – and we’ve levelled off at a very high rate of emissions. The Global Carbon Project estimates human activities released a record high of 10.2 gigatonnes of carbon (GtC) in 2024.

Last year, the atmosphere’s concentration of CO₂ rose at the fastest rate on record. Over the last decade, atmospheric CO₂ increased an average of 2.4 parts per million (ppm) a year. But last year, concentrations jumped by 3.5 ppm, reaching 424 ppm in the atmosphere. These concentrations are more than 50% higher than the pre-industrial period.

While we’re burning more fossil fuels than ever, recent emissions growth has been offset by falling rates of deforestation and other land use emissions.

Why are CO₂ concentrations still rapidly increasing? We’re still pumping massive amounts of long-buried CO₂ into our atmosphere. The only way for this carbon to leave the atmosphere is through natural carbon sinks – and they’re struggling to keep up.

How do we know the amount of CO₂ in the atmosphere?

Perched on a remote and windy clifftop on Tasmania’s northwest tip lies the Kennaook/Cape Grim Baseline Air Pollution Station. This station has an important job: monitoring baseline changes in atmospheric gases. The location was chosen because air here has travelled hundreds of kilometres over the ocean in an area unaffected by local pollution.

CSIRO’s Kennaook/Cape Grim monitoring station on Tasmania’s northwestern tip was chosen because of the clean ocean air.
Issy Borley, CC BY-NC-ND

For decades, Australian scientists have directly measured the changes to the atmosphere here. Alongside other monitoring stations worldwide, this gives us an accurate and precise record of changes in greenhouse gases and ozone depleting chemicals in the atmosphere.

Filling the bathtub

Carbon dioxide is very good at trapping heat. Over the Earth’s 4.5 billion years, pulses of CO₂ have created hothouse worlds, very different to the pleasant climate humans have enjoyed since the last ice age, about 11,000 years ago. The last time CO₂ went past 400 ppm was likely more than two million years ago.

It’s easy to confuse CO₂ emissions and concentrations of CO₂ in the atmosphere. Emissions influence atmospheric concentrations, but they are not the same.

Releasing long-buried carbon back into the atmosphere by burning fossil fuels and producing CO₂ emissions is like turning on the tap in a bathtub and the amount of water in the tub is the atmospheric concentration.

The Earth has natural ways of dealing with carbon dioxide. Plants, soils and oceans are carbon “sinks” – they all draw down carbon from the atmosphere and store it. Think of them as the bath’s plughole.

If we think of the atmosphere as a bathtub, our emissions are the tap turned on, natural carbon sinks are the plughole and the water in the bath are the atmospheric CO₂ levels.
Issy Borley, CC BY-NC-ND

The problem is, we’re filling up the tub with CO₂ much faster than the Earth’s carbon sinks can pull them out. As a result, CO₂ concentration in the atmosphere rises. Atmospheric CO₂ matters because it is what actually influences climate.

If we apply current global emissions and scenarios where emissions decrease either steadily or rapidly to the CSIRO Simple Carbon-Climate Model, we can estimate how much our bathtub is likely to fill. These graphs show emissions must be significantly cut before we can start to see a fall in atmospheric concentration.

Why did CO₂ concentration jump last year?

The single largest influence in last year’s spike in CO₂ concentration is likely to be changes to carbon sinks.

Every year, oceans, forests and soils absorb about half the emissions humans produce. But this figure isn’t set – it changes as the Earth’s systems change.

For instance, plants grow more in wetter years and store more carbon in their structures through photosynthesis and growth.

But climate change is making fires more intense and more frequent. As trees burn, they release stored carbon back to the atmosphere. Emissions from enormous wildfires in Canada in 2023 and South America in 2024 likely contributed to the atmospheric CO₂ jump.

Recent research suggests a weakened biosphere has strongly contributed. Severe droughts across the northern hemisphere in 2024 cut the ability of the planet’s soils and plant life to soak up and store CO₂.

The speed at which carbon sinks soak up CO₂ depends on environmental conditions, which are largely out of our control. As climate change worsens, the capacity of natural carbon sinks to draw down our emissions will likely reduce.

In the bathtub analogy, water leaves the tub through the plughole. If the plughole narrows, less water can escape and our tub will fill up even faster.

The main lever we can control is the tap on the bathtub – the emissions we produce. Many nations are now cutting their emissions, but not enough to begin the sharp decline in concentration we need.

In the 1980s, the Earth’s thin, protective layer of ozone – just 10 parts per million – was being eaten away by chlorofluorocarbons (CFCs) and other chemicals in fridges, air conditioners and aerosol cans. Nations replaced these chemicals and the ozone hole began to close. Fossil fuels are far more important to our current way of life than CFCs were. But we now have good options to replace them across many industries.

This is a crucial moment. Our current rate of emissions will only cause CO₂ concentrations and global temperatures to rise. Natural carbon sinks will not pull out enough carbon to stabilise our climate on a time frame meaningful to humans. The earlier the action and decrease in emissions, the better our future.

Issy Borley receives funding from the Australian Bureau of Meteorology.

Cathy Trudinger does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

Ray Langenfelds receives funding from the Australian Bureau of Meteorology.

– ref. Even as emissions level off, carbon dioxide in the atmosphere is growing faster than ever. Here’s why – https://theconversation.com/even-as-emissions-level-off-carbon-dioxide-in-the-atmosphere-is-growing-faster-than-ever-heres-why-254072

MIL OSI Analysis – EveningReport.nz –

May 8, 2025
MIL-OSI Australia: Criminal ‘largest buyers’ of gold bullion stripped of $8.7 million
Source: New places to play in Gungahlin

Two Sydney-based leaders of an Australian criminal syndicate have been stripped of more than $8.7 million in assets for their roles in an elaborate gold bullion GST fraud.

Orders made by the Supreme Court of New South Wales resulted in those assets being forfeited to the Commonwealth.

It followed a complex, decade-long AFP-led Criminal Assets Confiscation Taskforce (CACT) investigation, codenamed Operation Nosean. The CACT brings together the resources and expertise of the AFP, Australian Border Force (ABF), Australian Taxation Office (ATO), Australian Criminal Intelligence Commission (ACIC) and AUSTRAC.

The CACT investigation began in 2012 after intelligence highlighted the apparent purchase of notably high quantities of pure gold bullion – known as PAMP gold – from a broker in Sydney. This intelligence suggested the gold was being used for large-scale GST fraud.

At the same time, the ATO advised the CACT they had identified an unusual pattern of large GST refunds being paid to several gold refiners in Sydney and Melbourne.

Both the CACT and ATO continued their investigations in parallel.

What subsequently emerged was the picture of an incredibly complex criminal operation that fit the definition of ‘missing trader fraud’. This involves the fictitious transaction of traded goods between companies within a chain to evade tax obligations.

In this case, the backdrop for the offending was Australia’s then gold bullion arrangements, which provided an exemption on the payment of GST for ‘investment-grade’ gold bullion – as distinct from ‘scrap’ gold, which was subject to GST.

Here’s a simplified description of how it worked:
1. The criminal syndicate used the identities of foreign students and associates as mules to buy gold bullion from a broker, GST-free. In reality, the syndicate was making the purchases.
2. Each time the gold was purchased, it was melted down or defaced by the syndicate and refashioned into ‘scrap gold’.
3. Shell companies controlled by the syndicate then ‘purchased’ the ‘scrap’ gold, masquerading as legitimate buyers that supposedly paid tax on the gold.
4. Those shell companies then on-sold the gold to a gold dealer, adding 10 per cent GST, with the syndicate claiming GST input credits.
5. Once this cycle was complete, it restarted.
In total, the criminal syndicate was found to have fraudulently claimed tax refunds between 2012-2013, before the CACT investigation led to the restraint of their assets.

In February 2025, after forensically piecing together the full story of the fraud’s operation and financials as well as the outcome of the ATO’s investigation, the AFP-led CACT obtained court orders which resulted in the assets of the two Sydney-based syndicate members being forfeited to the Commonwealth.

The items included:
- Four luxury Sydney homes worth almost $7 million
- Four bank accounts containing more than $2 million
- Five ounces of gold worth about $23,000, and
- Almost $250,000 in cash.
This followed the jailing in December, 2023, of the two Sydney-based syndicate members – a Neutral Bay man, 49, and an Ashfield man, 57. They were both sentenced to eight years’ imprisonment, with a non-parole period of four years and six months, after being found guilty of two counts each of conspiring to dishonestly cause a loss to the Commonwealth, contrary to section 135.4(3) of the Criminal Code (Cth) (Tax Fraud Offending).

Speaking to the forfeiture of the assets, head of the CACT, National Manager Criminal Assets Confiscation Stefan Jerga said it was a direct result of law enforcement cooperation and the tenacity of investigators.

“The nature of this crime was extremely intricate and took a significant amount of effort, time and commitment to untangle the web and identify the complex ownership structures set up to hide the true beneficiaries and wealth of these criminals,” National Manager Jerga said.

“With the persistent work of all involved including the ATO, all partner agencies and the CACT’s forensic accountants, lawyers, financial experts and investigators, we were able to deconstruct and dismantle this illegal operation.

“Our message to criminals is clear – no matter how complex or elaborate your systems or network, the AFP and its law enforcement partners will work to no end and no set time limit to find you, bring you before the courts and confiscate any proceeds of crime.”

ATO Deputy Commissioner John Ford welcomed the result from the CACT investigation.

“This result shows that the consequences do not end at the conviction and should serve as a strong deterrent to those in the community considering similar behaviour,” Mr Ford said.

“The ATO will continue to work with, and support, our partner agencies by sharing resources and capabilities to ensure those who break the law are held to account.”

In 2017, an amendment was introduced to the Goods and Services Tax Act 1999 (Cth), which shut down the loophole on the ability to claim GST input tax credits on second-hand precious metals.*

The AFP-led CACT, which brings together the resources and expertise of the AFP, Australian Border Force, Australian Taxation Office, Australian Criminal Intelligence Commission and AUSTRAC, was permanently established in 2012 as a proactive and innovative approach to trace, restrain and ultimately confiscate criminal assets.

The highly skilled members of CACT are located Australia-wide and comprise police, financial investigators, forensic accountants, litigation lawyers and partner agency specialists.

The Commonwealth’s proceeds of crime laws provide tools for the restraint and forfeiture of proceeds and instruments of crime, as well as financial penalty and unexplained wealth orders. While the CACT litigates matters in the courts, restrained assets are managed on behalf of the Commonwealth by the Australian Financial Security Authority (AFSA).

At the conclusion of successful legal proceedings, confiscated assets are then liquidated by AFSA, with the proceeds placed in the Commonwealth Confiscated Assets Account (CAA). These funds can then be distributed by the Attorney-General to benefit the community through crime prevention, intervention or diversion programs relating to the illegal use of drugs or other law enforcement initiatives across Australia.

Since July 2019, CACT has restrained more than $1.2 billion in criminal assets, including houses, cars, yachts, cryptocurrency, fine art and luxury goods.

*Background

When the New Tax System (Goods and Services Tax) Act 1999 was enacted, it provided an exemption on the payment of Goods and Services Tax (GST) applicable to ‘investment-grade’ gold bullion (gold that had been stamped into bars and coins) on the basis it was considered a form of currency.

Investment-grade gold bullion was made distinct from ‘scrap’ gold or gold that had changed its form by either being damaged, melted down or because it came in the form of jewellery, which was subject to GST.

This distinction created a loophole which was exploited by criminals who would purchase GST-free bullion and change its form into scrap gold. They would then sell it to precious metals dealers and jewellers, adding 10 per cent GST. Instead of remitting the GST owed to the ATO from the sale of the scrap gold, offenders would claim input tax credit (ITC) exemptions applicable to the sale of second-hand goods and keep the profit.

In 2017, an amendment to the Goods and Services Tax Act 1999 (Cth) was introduced to ensure entities engaged in transforming the form of a precious metal they acquire, can no longer exploit the special GST treatment on second-hand goods by claiming net input tax credits.

CDPP case report *External Link

Images

Images available via HightailExternal Link

MIL OSI News –
May 8, 2025
MIL-OSI Australia: Starting a small business and getting it right with the ATO
Source: New places to play in Gungahlin
Starting a small business is an exciting journey, but it comes with important tax and super obligations. The ATO is here to help you get ready for business and stay on the right track.

Are you in business?

A business involves continuous and repeated activities aimed at making a profit. Even a one-off transaction can be considered a business if it’s intended to be repeated or is the first step in starting a business.

When you’re not in business

Not all money-making activities qualify as a business. Activities done as an employee, hobbies, or simple investments like holding shares or renting out property through an agent, are not considered businesses.

Ready for business: a focus area of the Getting it right campaign

Will Day, the Deputy Commissioner of Small Business, supports small businesses in meeting their tax obligations. Small businesses are vital to the Australian economy. They drive innovation, creating jobs and fostering community spirit.

The Getting it right campaign supports small businesses in getting their tax obligations right. Ready for business is a key focus area within this campaign. It provides small businesses with resources and guidance to start their journey on the right foot, including:
- talking to people with similar businesses or a trusted business adviser
- consulting with a registered tax professional
- using digital tools to assist with cash flow management
- deciding on the right business structure, as this affects your tax obligations
- knowing what accurate records you need to keep and what registrations are required.
For more information, visit Ready for business.
MIL OSI News –
May 8, 2025
MIL-OSI: PwC and FloQast and PwC Belgium Announce Strategic Partnership to Transform Financial Close

Source: GlobeNewswire (MIL-OSI)

LONDON, May 08, 2025 (GLOBE NEWSWIRE) — FloQast, an Accounting Transformation Platform created by accountants for accountants, today unveiled a strategic partnership with PwC Belgium focused on revolutionizing accounting close automation solutions. This collaboration seeks to combine FloQast’s AI-powered workflows with PwC Belgium’s expertise in closing processes to boost efficiency, increase accuracy, and provide deeper insights for businesses in various industries.

“Our partnership with PwC Belgium reinforces our commitment to helping accounting teams across EMEA adapt to the evolving demands of the profession,” said John Phillips, General Manager, FloQast EMEA. “With increasing regulatory complexity and a shrinking talent pool, finance teams need smarter, more efficient ways to work. By combining FloQast’s AI-powered technology with PwC Belgium’s deep industry expertise, we’re enabling organizations to improve accuracy, enhance compliance, and drive greater operational agility.”

“PwC Belgium is excited to announce a partnership with FloQast,” said Matthias Reyntjens, PwC Partner. “This collaboration combines PwC’s industry expertise with FloQast’s innovative technology to modernize financial close operations and tackle the challenges posed by inefficient processes.”

FloQast offers solutions designed to streamline financial processes, including, but not limited to: Close Management, Account Reconciliations, and Compliance Management. These solutions empower accounting teams by improving communication and transparency, automating labour-intensive tasks, and ensuring financial accuracy. As a result, teams are empowered to collaborate more effectively, reduce errors, accelerate record-to-report and compliance management processes, and better leverage data and insights to help drive organizational strategy.

Additionally, integration with existing systems facilitates a smooth transition to technology tailored to organizational needs, minimizing disruption and fostering scalability. FloQast’s cloud-native platform allows for rapid deployment, enabling teams to adopt solutions that fit their workflows with minimal IT involvement. This platform includes FloQast AI Agents, a groundbreaking, auditable AI capability that, for the first time ever, enables accountants to automate complex, recurring workflows across close management, compliance, and reporting functions using natural language, not extensive code.

The relationship with PwC Belgium builds upon FloQast’s ongoing global collaborations with PwC member firms. Earlier this month, FloQast announced a collaboration with PwC in North America. In 2024, it announced strategic consulting relationships with PwC UK, PwC Germany, and PwC Australia, expanding the company’s ability to support finance transformation initiatives worldwide.

About FloQast
FloQast, an Accounting Transformation Platform created by accountants for accountants, enables organizations to automate a variety of accounting operations. Trusted by more than 3,000 accounting teams—including Twilio, Los Angeles Lakers, and Zoom—FloQast enhances the way accounting teams work. With FloQast, teams utilize the latest advancements in AI technology to manage aspects of the close, reduce compliance burdens, stay audit-ready, and improve accuracy, visibility, and collaboration. FloQast is consistently rated #1 across all user review sites. Learn more at FloQast.com.

About PwC
At PwC, our purpose is to build trust in society and solve important problems. We’re a network of firms in 152 countries with over 327,000 people who are committed to delivering quality in assurance, advisory and tax services.

The term PwC refers to the PwC network and/or one or more of the legally independent network companies. Further details at www.pwc.com/structure.

Contacts:
John Siegel
Senior Content Marketing Manager
john.siegel@FloQast.com

Matthias Reyntjens
Partner, Clients and Industries, PwC Belgium,
+32 476 44 53 92

The MIL Network –

May 8, 2025

MIL-OSI: Preliminary Results for the twelve months ended 31 January 2025

Source: GlobeNewswire (MIL-OSI)

	ICG Enterprise Trust plc Preliminary Results for the twelve months ended 31 January 2025 8 May 2025


	Highlights Actively-managed Portfolio focused on global mid-market private companies generating resilient growth NAV per Share reaches 2,073p; NAV per Share Total Return* of 10.5% during the year and five-year annualised return of 14.5% Portfolio Return* on a Sterling basis of 10.6%; portfolio companies reporting ~15% LTM earnings growth¹ 40 Full Exits executed at a weighted-average Uplift to Carrying Value of 19.0% Shareholder-focused capital allocation policy: £59m (5% of opening NAV) returned to shareholders in FY25² (FY24: £35m), of which £36m through buybacks (FY24: £13m) and £23m through dividends of 36p per share (FY24: £22m, 33p per share) Wide range of potential outcomes to market transaction activity; secondaries market could present compelling opportunities Sector positioning, strong origination network and robust balance sheet position us well in current environment Post period-end, announced an additional £107m proceeds from a secondary sale and the realisation of Minimax (largest portfolio company, 3.1% of Portfolio at 31 January 2025) 1 EBITDA, based on Enlarged Perimeter covering 67% of the Portfolio 2 Based on dividends declared or proposed for Q1 FY25 – Q4 FY25 inclusive, and buybacks up to and including 31 January 2025 *This is an Alternative Performance Measure. Please refer to the Glossary for the definition.

Jane Tufnell

Oliver Gardey

Chair of ICG Enterprise Trust

Portfolio Manager for ICG Enterprise Trust

Today’s results demonstrate that our investment strategy can deliver long-term value. Our portfolio companies grew earnings by 15% in the year¹, and ICGT generated NAV per Share Total Return of 10.5%, ending the year with NAV per Share of 2,073p.

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

As we enter another period of uncertainty, I am confident our long-term approach can generate value for our shareholders, and I thank you for your continued support.

Our portfolio companies are delivering solid operational performance (15% earnings growth LTM¹). Our resilient Portfolio and robust balance sheet position us well for the current market environment.

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

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

PERFORMANCE OVERVIEW

				Annualised
Performance to 31 January 2025	3 months	6 months	1 year	3 years	5 years	10 years
Portfolio Return on a Local Currency Basis	2.9%	6.2%	10.2%	8.9%	15.8%	15.3%
NAV per Share Total Return	4.3%	7.4%	10.5%	8.9%	14.5%	13.8%
Share Price Total Return	9.7%	1.5%	12.5%	6.6%	9.6%	11.8%
FTSE All-Share Index Total Return	6.9%	4.3%	17.1%	7.9%	6.6%	6.5%

Financial year ended:		Jan 2021	Jan 2022	Jan 2023	Jan 2024	Jan 2025
Fund performance	Portfolio return (local currency)	24.9%	24.4%	10.5%	5.9%	10.2%
	Portfolio return (sterling)	26.4%	27.6%	17.0%	3.2%	10.6%
	NAV	£952m	£1,158m	£1,301m	£1,283m	£1,332m
	NAV per Share Total Return (%)	22.5%	24.4%	14.5%	2.1%	10.5%

Investment activity	New Investments	£139m	£304m	£287m	£137m	£181m
	As % opening Portfolio	17%	32%	24%	10%	13%
	Realisation Proceeds	£137m	£334m	£252m	£171m	£151m
	As % opening Portfolio	17%	35%	21%	12%	11%

Shareholder experience	Closing share price	966p	1,200p	1,150p	1,226p	1,342p
	Total dividends per share	24p	27p	30p	33p	36p
	Share Price Total Return	2.8%	27.1%	(2.3)%	9.6%	12.5%
	Total shareholder distributions	£17m	£21m	£22m	£35m	£59m
	As % Realisation Proceeds	12%	6%	9%	20%	39%

	– o/w distributions dividends (%)	94%	86%	91%	63%	38%
	– o/w distributions buybacks (%)	6%	14%	9%	37%	62%

Portfolio activity overview for FY25	Primary	Direct	Secondary	Total	*ICG-managed*
Local Currency return	8.2%	16.3%	6.4%	10.2%	8.4%
Sterling return	8.2%	17.0%	7.3%	10.6%	8.8%
New Investments	£115m	£58m	£8m	£181m	£21m
Total Proceeds	£101m	£13m	£37m	£151m	£60m
New Fund Commitments	£64m	–	£20m	£83m	£20m
Closing Portfolio value	£789m	£507m	£228m	£1,523m	£433m
% Total Portfolio	52%	33%	15%	*100%*	28%

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

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

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

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

Shareholders should contact icg-enterprise@icgam.com should they wish to attend.

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

ENQUIRIES

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

Media:
Clare Glynn, Corporate Communications, ICG	+44 (0) 20 3545 1395

ABOUT ICG ENTERPRISE TRUST

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

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

NOTES

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

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

DISCLAIMER

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

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

CHAIR’S STATEMENT

Dear fellow shareholders,

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

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

INVESTMENT STRATEGY

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

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

COST BASE

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

CAPITAL ALLOCATION

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

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

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

BALANCE SHEET

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

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

SALES AND MARKETING

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

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

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

OUTLOOK

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

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

Jane Tufnell
Chair
7 May 2025

MANAGER’S REVIEW

Alternative Performance Measures

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

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

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

IFRS (£m)	31 January 2025	31 January 2024	APM (£m)	31 January 2025	31 January 2024
Investments	1,470	1,296	Portfolio	1,523	1,349
NAV	1,332	1,283	Realisation Proceeds	151	171
Cash flows from the sale of portfolio investments	20	41	Total Proceeds	151	239
Cash flows related to the purchase of portfolio investments	34	25	Total New Investment	181	137

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

Why private equity

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

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

Our investment strategy

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

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

	Medium-term target	Five-year average	31 January 2025
1. Target Portfolio composition ¹
Investment category
Primary	~40-50%	57%	52%
Direct	~30-35%	28%	33%
Secondary	~25-30%	15%	15%
Geography²
North America	~50%	40%	46%
Europe (inc. UK)	~50%	52%	48%
Other	—	8%	6%

2. Balance sheet
Net cash/(Net Debt)³	~0%	(1)%	(10)%
Five-year average is the linear average of FY exposures for FY21-FY25. As a percentage of Portfolio. (Net cash)/debt as a percentage of NAV. Post period-end, we announced Total Proceeds of over £100m from a secondary sale and the realisation of Minimax, see page 14

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

Performance overview

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

Due to the geographic diversification of our Portfolio, the reported value is impacted by changes in foreign exchange rates. During the period, FX movements affected the Portfolio positively by £5.4m, driven by US dollar appreciation. In sterling terms, Portfolio growth during the period was 10.6%.

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

Movement in the Portfolio £m	Twelve months to 31 January 2025	Twelve months to 31 January 2024
Opening Portfolio¹	1,349	1,406
Total New Investments	181	137
Total Proceeds	(151)	(239)
Portfolio net cashflow	30	(102)
Valuation movement²	138	83
Currency movement	6	(39)
Closing Portfolio	1,523	1,349
1. Refer to the Glossary. 2. 97% of the Portfolio is valued using 31 December 2024 (or later) valuations (FY24: 94%).
NAV per Share Total Return	Twelve months to 31 January 2025	Twelve months to 31 January 2024
% Portfolio growth (local currency)	10.2%	5.9%
% currency movement	0.4%	(2.7%)
% Portfolio growth (Sterling)	10.6%	3.2%
Impact of gearing	0.7%	(0.3)%
Finance costs and other expenses	(0.6)%	(0.2)%
Management fee	(1.3)%	(1.2)%
Co-investment Incentive Scheme Accrual	(0.7)%	(0.1)%
Impact of share buybacks	1.8%	0.7%
NAV per Share Total Return	10.5%	2.1%

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

Executing our investment strategy

Commitments in the financial year	Total New Investments in the financial year	Growth in the financial year	Total Proceeds in the financial year
Making commitments to funds, which expect to be drawn over 3 to 5 years	Cash deployments into portfolio companies, either through funds or directly	Driving growth and value creation of our portfolio companies	Cash realisations of investments in Portfolio companies, plus Fund Disposals
£83m (FY24: £153m)	£181m (FY24: £137m)	£138m (FY24: £83m)	£151m (FY24: £239m)

Commitments

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

During the year we made 7 new Fund Commitments totalling £83.4m, including £19.8m to funds managed by ICG plc, as detailed below:

Fund	Manager	Commitment during the period
		Local currency	£m
ICG Strategic Equity V	ICG	$25.0 m	£19.8 m
Leeds VIII	Leeds Equity	$20.0 m	£15.7 m
Investindustrial VIII	Investindustrial	€15.0 m	£12.9 m
Oak Hill VI	Oak Hill	$15.0 m	£11.9 m
Thoma Bravo XVI	Thoma Bravo	$15.0 m	£11.7 m
Valeas I	Valeas	$10.0 m	£7.5 m
American Securities IX	American Securities	$5.0 m	£4.0 m

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

Movement in outstanding Commitments	Year to 31 January 2025 £m
Undrawn Commitments as at 1 February 2024	552.0
New Fund Commitments	83.4
New Commitments relating to Direct Investments	65.3
Total New Investments	(181.4)
Currency and other movements	33.9
Undrawn commitments as at 31 January 2025	553.2

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

	31 January 2025 £m	31 January 2024 £m
Undrawn Commitments – funds in Investment Period	419.1	434.2
Undrawn Commitments – funds outside Investment Period	134.1	117.7
Total Undrawn Commitments	553.2	552.0
Total available liquidity (including debt facility)	(124.6)	(195.9)
Overcommitment net of total available liquidity	428.6	356.1
Overcommitment % of net asset value	31.1%	27.7%

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

	31 January 2025		31 January 2024
Undrawn Commitments	£m	%	£m	%
US Dollar	310.3	56.1%	290	52.5%
Euro	213.1	38.5%	236	42.7%
Sterling	29.8	5.4%	26	4.8%
Total	553.2	100.0%	552.0	100.0%

Investments

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

Investment Category	Cost (£m)	% of New Investments
Primary	115.5	63.6%
Direct	58.4	32.2%
Secondary	7.6	4.2%
Total	181.4	100.0%

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

Investment	Description	Manager	Country	Cost £m¹
Datasite	Provider of software focused on virtual data rooms	ICG	United States	18.4
Visma	Provider of business management software and outsourcing services	Hg	Norway	14.5
Audiotonix	Manufacturer of audio mixing consoles	PAI	United Kingdom	14.0
Multiversity	Provider of online higher education courses.	ICG/CVC	Italy	9.4
Avid Bioservices	Provider of biologics development and manufacturing services	GHO	United States	7.3
Top 5 largest underlying new investments				63.6

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

Occasionally ICGT simultaneously has both a realisation from and an investment into the same company in the same period. This typically occurs when an underlying fund sells a company that is purchased by another fund within ICGT’s portfolio. During FY25 shareholders will note that Datasite and Visma appear both in the top 5 realisations and top 5 new investments, which is a result of this situation.

GROWTH

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

Growth across the Portfolio was split as follows:

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

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

	Top 30	Enlarged Perimeter
Portfolio coverage	41%	67%
Last Twelve Months (‘LTM’) revenue growth	9.0%	11.2%
LTM EBITDA growth	15.5%	15.3%
Net Debt / EBITDA	4.0x	4.4x
Enterprise Value / EBITDA	15.4x	15.2x
Note: values are weighted averages for the respective portfolio segment; see Glossary for definition and calculation methodology

QUOTED COMPANY EXPOSURE

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

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

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

Company	Ticker	31 January 2025 % of Portfolio value
Chewy	CHWY-US	2.0%
Other companies		2.8%
Total		4.8%

REALISATIONS

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

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

Realisation	Manager	Description	Country	Proceeds £m
VettaFi	ICG	Provider of master limited partnerships (“MLP”) indices	United States	10.2
Visma	ICG	Provider of business management software and outsourcing services	Norway	8.2
Datasite	ICG	Provider of software focused on virtual data rooms	United States	7.8
Compass Community	Graphite	Provider of fostering services and children residential care	United Kingdom	7.4
IRIS	ICG	Provider of software and services for the accountancy and payroll sectors	United Kingdom	7.0
Total of 5 largest underlying realisations				40.7

Balance sheet and liquidity

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

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

	£m	% of net assets
Portfolio	1,523.1	114.3%
Cash	3.9	0.3%
Drawn debt	(131.9)	(9.9)%
Co-investment Incentive Scheme Accrual	(53.9)	(4.0)%
Other net current liabilities	(8.8)	(0.7)%
Net assets	1,332.4	100.0%

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

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

At 31 January 2025, ICG Enterprise Trust had a cash balance
of £3.9m (31 January 2024: £11.2m) and total available liquidity of £124.6m (31 January 2024: £195.9m).

	£m
Cash at 31 January 2024	11.2
Total Proceeds	150.8
New investments	(181.4)
Debt drawn down	111.9
Shareholder returns	(58.2)
Management fees	(16.0)
FX and other expenses	(13.5)
Cash at 31 January 2025	3.9
Available undrawn debt facilities	120.7
Total available liquidity	124.6

Dividend and share buyback

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

DIVIDENDS

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

SHARE BUYBACKS

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

	Long-term		Opportunistic		Total
	FY25³	Since inception¹	FY25³	Since inception²	FY25³	Since inception
Number of shares purchased	1,420,500	2,752,688	1,492,175	1,492,175	2,912,675	4,244,863
% of opening shares since buyback started					4.3%	6.2%
Capital returned to shareholders	£17.3m	£32.6m	£18.3m	£18.3m	£35.6m	£50.8m
Number of days shares have been acquired	87	183	11	11	98	194
Weighted average discount to last reported NAV	37.0%	38.3%	36.2%	36.2%	36.6%	37.5%
NAV per Share accretion (p)					36.5	54.1
NAV per Share accretion (% of NAV)					1.8%	2.7%

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

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

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

Note: aggregate consideration excludes commission, PTM and SDRT.

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

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

Foreign exchange rates

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

	Average rate for FY25	Average rate for FY24	31 January 2025 year end	31 January 2024 year end
GBP:EUR	1.18	1.15	1.20	1.17
GBP:USD	1.28	1.25	1.24	1.27
EUR:USD	1.08	1.08	1.04	1.08

Activity since the period end

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

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

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

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

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

ICG Private Equity Funds Investment Team

7 May 2025

SUPPLEMENTARY INFORMATION

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

Portfolio composition

Portfolio by calendar year of investment	% of value of underlying investments 31 January 2025	% of value of underlying investments 31 January 2024
2025	0.5%	—%
2024	10.1%	—%
2023	7.6%	6.9%
2022	18.5%	18.7%
2021	25.7%	27.9%
2020	8.6%	11.4%
2019	10.3%	12.4%
2018	7.3%	10.5%
2017	2.2%	4.2%
2016 and older	9.2%	8.0%
Total	100.0%	100.0%

Portfolio by sector	% of value of underlying investments 31 January 2025	% of value of underlying investments 31 January 2024
TMT	29.9%	25.3%
Consumer goods and services	18.1%	17.5%
Healthcare	11.5%	11.3%
Business services	12.4%	13.1%
Industrials	7.8%	7.9%
Education	5.0%	7.4%
Financials	7.6%	5.7%
Leisure	4.0%	7.3%
Other	3.7%	4.5%
Total	100.0%	100.0%

Portfolio by fund currency¹	31 January 2025 £m	31 January 2025 %	31 January 2024 £m	31 January 2024 %
US Dollar	796	52.3%	674	49.9%
Euro	584	38.4%	555	41.2%
Sterling	140	9.2%	120	8.9%
Total	1,523		1,349	100.0%
¹ Currency exposure by reference to the reporting currency of each fund .

Portfolio Dashboard

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

	% of value at 31 January 2025
Sector exposure	Top 30	Enlarged Perimeter
TMT	17.3%	30.2%
Business services	16.9%	13.9%
Consumer goods and services	14.0%	17.3%
Industrials	27.3%	8.7%
Healthcare	8.4%	10.0%
Education	6.9%	6.5%
Leisure	6.8%	5.1%
Financials	2.4%	5.1%
Other	—%	3.2%
Total	100.0%	100.0%

	% of value at 31 January 2025
Geographic exposure¹	Top 30	Enlarged Perimeter
North America	43.6%	45.0%
Europe	50.3%	50.5%
Other	6.1%	4.5%
Total	100.0%	100.0%
1 Geographic exposure is calculated by reference to the location of the headquarters of the underlying Portfolio companies

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

	% of value at 31 January 2025
LTM EBITDA growth	Top 30	Enlarged Perimeter
<-10%	5.8%	7.2%
`-10-0%	9.7%	10.3%
0-10%	31.4%	27.5%
10-20%	21.9%	23.0%
20-30%	7.2%	8.9%
>30%	24.0%	19.9%
n.a¹	—%	3.2%
Weighted average	15.5%	15.3%
Note: for consistency, any excluded investments are excluded for all dispersion analysis.

	% of value at 31 January 2025
EV/EBITDA multiple	Top 30	Enlarged Perimeter
0-10x	8.5%	10.4%
10-12x	17.2%	16.4%
12-13x	8.1%	7.8%
13-15x	18.6%	18.0%
15-17x	25.9%	21.7%
17-20x	6.5%	7.7%
>20x	15.2%	15.4%
n.a.¹	—%	2.6%
Weighted average	15.4x	15.2x
Note: for consistency, any excluded investments are excluded for all dispersion analysis.

	% of value at 31 January 2025
Net Debt / EBITDA	Top 30	Enlarged Perimeter
<2x	27.2%	17.3%
2-4x	17.3%	19.9%
4-5x	14.1%	15.7%
5-6x	6.7%	13.2%
6-7x	26.0%	17.8%
>7x	8.7%	11.2%
n.a.¹	—%	5.1%
Weighted average	4.0x	4.4x
Note: for consistency, any excluded investments are excluded for all dispersion analysis.

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

	Company	Manager	Year of investment	Country	Value as a % of Portfolio
1	Minimax
	Supplier of fire protection systems and services	ICG	2018	Germany	3.1%
2	Froneri
	Manufacturer and distributor of ice cream products	PAI	2013 / 2019	United Kingdom	2.5%
3	Chewy
	Online retailer of premium pet food and products	BC Partners	2022	United States	2.0%
4	Datasite
	Provider of software focused on virtual data rooms	ICG	2024	United States	1.9%
5	Leaf Home Solutions
	Provider of home maintenance services	Gridiron	2016	United States	1.6%
6	Visma
	Provider of business management software and outsourcing services	Hg/ICG	2024	Norway	1.6%
7	Circana
	Provider of mission-critical data and predictive analytics to consumer goods manufacturers	New Mountain	2022	United States	1.6%
8	European Camping Group
	Operator of premium campsites and holiday parks	PAI	2021 / 2023	France	1.5%
9	Davies Group
	Provider of speciality business process outsourcing services	BC Partners	2021	United Kingdom	1.5%
10	Ambassador Theatre Group
	Operator of theatres and ticketing platforms	ICG	2021	United Kingdom	1.4%
11	Precisely
	Provider of enterprise software	Clearlake/ICG	2021 / 2022	United States	1.3%
12	Newton
	Provider of management consulting services	ICG	2021 / 2022	United Kingdom	1.3%
13	David Lloyd Leisure
	Operator of premium health clubs	TDR	2013 / 2020	United Kingdom	1.3%
14	Curium Pharma
	Supplier of nuclear medicine diagnostic pharmaceuticals	ICG	2020	United Kingdom	1.3%
15	PSB Academy
	Provider of private tertiary education	ICG	2018	Singapore	1.3%
16	Crucial Learning
	Provider of corporate training courses focused on communication skills and leadership development	Leeds Equity	2019	United States	1.3%
17	Class Valuation
	Provider of residential mortgage appraisal management services	Gridiron	2021	United States	1.3%
18	Domus
	Operator of retirement homes	ICG	2017 / 2021	France	1.2%
19	Yudo
	Designer and manufacturer of hot runner systems	ICG	2017 / 2018	South Korea	1.2%
20	ECA Group
	Provider of autonomous systems for the aerospace and maritime sectors	ICG	2022	France	1.1%
21	Brooks Automation
	Provider of semiconductor manufacturing solutions	THL	2021 / 2022	United States	1.0%
22	Planet Payment
	Provider of integrated payments services focused on hospitality and luxury retail	Advent/Eurazeo/ICG	2021	Ireland	1.0%
23	Ivanti
	Provider of IT management solutions	Charlesbank/ICG	2021	United States	1.0%
24	Vistage
	Provider of CEO leadership and coaching for small and mid-size businesses in the US	Gridiron	2022	United States	1.0%
25	Audiotonix
	Manufacturer of audio mixing consoles	PAI	2024	United Kingdom	0.9%
26	DigiCert
	Provider of enterprise security solutions	ICG	2021	United States	0.9%
27	Ping Identity
	Provider of intelligent access management solutions	Thoma Bravo	2022 / 2023	United States	0.9%
28	KronosNet
	Provider of tech-enabled customer engagement and business solutions	ICG	2022	Spain	0.8%
29	Archer Technologies
	Provider of governance, risk and compliance software	Cinven	2023	United States	0.7%
30	Silvus Technologies
	Developer of mobile communications datalinks used in law enforcement, unmanned systems and other commercial/industrial applications	TJC	2019	United States	0.7%
	Total of the 30 largest underlying investments				40.2%

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

	Fund	Year of commitment	Value £m	Outstanding commitment £m
1	PAI Strategic Partnerships **
	Mid-market and large buyouts	2019	34.6	0.2
2	ICG Strategic Equities Fund IV
	GP-led secondary transactions	2021	32.9	7.1
3	ICG Strategic Equities Fund III
	GP-led secondary transactions	2018	31.0	11.2
4	ICG Europe VII
	Mezzanine and equity in mid-market buyouts	2018	30.7	6.1
5	CVC European Equity Partners VII
	Large buyouts	2017	25.7	2.9
6	PAI Europe VII
	Mid-market and large buyouts	2017	24.6	2.4
7	ICG Ludgate Hill (Feeder B) SCSp
	Secondary portfolio	2021	23.8	13.6
8	ICG Europe VIII
	Mezzanine and equity in mid-market buy-outs	2021	23.6	14.3
9	Gridiron Capital Fund III
	Mid-market buyouts	2016	23.4	1.3
10	Resolute IV
	Mid-market buyouts	2018	23.0	0.9
11	Gridiron Capital Fund IV
	Mid-market buyouts	2019	21.5	0.5
12	ICG Augusta Partners Co-Investor **
	Secondary fund restructurings	2018	20.5	17.8
13	Oak Hill V
	Mid-market buyouts	2019	19.9	0.6
14	Seventh Cinven
	Large buyouts	2019	19.8	1.8
15	Graphite Capital Partners VIII *
	Mid-market buyouts	2013	19.3	4.1
16	Graphite Capital Partners IX
	Mid-market buyouts	2018	18.4	2.3
17	ICG Ludgate Hill III
	Secondary portfolio	2022	18.0	5.7
18	Resolute V
	Mid-market buyouts	2021	17.1	1.4
19	Advent Global Private Equity IX
	Large buyouts	2019	16.4	0.5
20	ICG Ludgate Hill (Feeder) II Boston SCSp
	Secondary portfolio	2022	16.0	5.4
21	New Mountain Partners VI
	Mid-market buy-outs	2020	14.9	0.5
22	Investindustrial VII
	Mid-market buyouts	2019	14.0	4.9
23	ICG Europe Mid-Market Fund
	Mezzanine and equity in mid-market buyouts	2019	13.5	5.5
24	CVC Capital Partners VIII
	Large buyouts	2020	13.4	0.5
25	Bowmark Capital Partners VI
	Mid-market buyouts	2018	13.1	3.4
26	Tailwind Capital Partners III
	Mid-market buyouts	2018	13.1	2.2
27	BC European Capital X
	Large buyouts	2016	13.1	1.4
28	Thomas H Lee Equity Fund IX
	Mid-market and large buyouts	2021	12.9	4.0
29	Permira VII
	Large buyouts	2019	12.6	1.6
30	ICG LP Secondaries Fund I LP
	LP-led secondary transactions	2022	12.2	41.1
	Total of the largest 30 fund investments		593.0	165.3
	Percentage of total investment Portfolio		39.1%

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

**Includes the associated Top Up funds.

HOW WE MANAGE RISK

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

The execution of the Company’s investment strategy is subject to a variety of risks and uncertainties, and the Board and Manager have identified several principal risks to the Company’s business. As part of this process, the Board has put in place an ongoing process to identify, assess and monitor the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.

RISK MANAGEMENT FRAMEWORK

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

PRINCIPAL RISKS

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

Details of the Company’s principal risks, potential impact, controls and mitigating factors are set out on pages 23 to 27.

OTHER RISKS

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

EMERGING RISKS

Emerging risks are considered by the Board and are regularly assessed to identify any potential impact on the Company and to determine whether any actions are required. Emerging risks often include those related to regulatory/legislative change and macro-economic and political change.

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

PRINCIPAL RISKS AND UNCERTAINTIES

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

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.

Risk appetite and tolerance

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

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

How we manage and mitigate our key risks

RISK	IMPACT	MITIGATION	CHANGE IN THE YEAR
INVESTMENT RISKS
INVESTMENT PERFORMANCE The Manager selects the fund investments and Direct Investments for the Company’s Portfolio, executing the investment strategy approved by the Board. The underlying managers of those funds in turn select individual investee companies. The origination, investment selection and management capabilities of both the Manager and the third-party managers are key to the performance of the Company.	Poor origination, investment selection and monitoring by the Manager and/or third-party managers which may have a negative impact on Portfolio performance.	The Manager has a strong track record of investing in private equity through multiple economic cycles. The Manager has a highly selective investment approach and disciplined process, which is overseen by ICG Enterprise Trust’s Investment Committee within the Manager, which comprises a balance of skills and perspectives. Further, the Company’s Portfolio is diversified, reducing the likelihood of a single investment decision impacting Portfolio performance.	Stable The Board is responsible for ensuring that the investment policy is met. The day-to-day management of the Company’s assets is delegated to the Manager under investment guidelines determined by the Board. The Board regularly reviews these guidelines to ensure they remain appropriate and monitors compliance with the guidelines through regular reports from the Manager, including performance reporting. The Board also reviews the investment strategy at least annually. Following this assessment and other considerations, the Board concluded that investment performance risk has remained stable.
VALUATION In valuing its investments in private equity funds and unquoted companies and publishing its NAV, the Company relies to a significant extent on the accuracy of financial and other information provided by the underlying managers to the Manager. There is the potential for inconsistency in the valuation methods adopted by the managers of these funds and companies and for valuations to be misstated.	Incorrect valuations being provided would lead to an incorrect overall NAV.	The Manager carries out a formal valuation process quarterly including a review of third-party valuations. This process includes a comparison of unaudited valuations to latest audited reports, as well as a review of any potential adjustments that are required to ensure the valuations of the underlying investments are in accordance with the fair market value principles required under UK-adopted International Accounting Standards (‘IAS’).	Stable The Board regularly reviews and discusses the valuation process in detail with the Manager, including the sources of valuation information and methodologies used. Following this assessment and other considerations, the Board concluded that there was no material change in valuation risk.
EXTERNAL RISKS
POLITICAL AND MACRO-ECONOMIC UNCERTAINTY Political and macro-economic uncertainty and other global events, such as pandemics, that are outside the Company’s control could adversely impact the environment in which the Company and its investment portfolio companies operate.	Changes in the political or macro-economic environment could significantly affect the performance of existing investments (and valuations) and prospects for realisations. In addition, they could impact the number of credible investment opportunities the Company can originate.	The Manager uses a range of complementary approaches to inform strategic planning and risk mitigation, including active investment management, profitability and balance sheet scenario planning and stress testing to ensure resilience across a range of outcomes. The process is supported by a dedicated in-house economist and professional advisers where appropriate.	Increasing The Board monitors and reviews the potential impact on the Company from political and economic developments on an ongoing basis, including input and discussions with the Manager. Incorporating these views and other considerations, the Board concluded that this risk had increased.
CLIMATE CHANGE The underlying managers of the fund investments and Direct Investments in the Company’s Portfolio fail to ensure that their portfolio companies respond to the emerging threats from climate change.	Climate-related transition risks, driven in particular by abrupt shifts in the political and technological landscape, impact the value of the Company’s Portfolio.	The Manager has a well-defined, firm-wide Responsible Investing Policy and sustainable investing framework in place. A tailored sustainable investing framework applies across all stages of the Company’s investment process.	Stable The Board monitors and reviews the potential impact to the Company from failures by underlying managers to mitigate the impact of climate change on portfolio company valuation.
THE LISTED PRIVATE EQUITY SECTOR The listed private equity sector could fall out of favour with investors leading to a reduction in demand for the Company’s shares.	A change in sentiment to the sector has the potential to damage the Company’s reputation and impact the performance of the Company’s share price and widen the discount the shares trade at relative to NAV per Share, causing shareholder dissatisfaction.	Private equity continues to outperform public markets over the long term and has proved to be an attractive asset class through various cycles. The Manager is active in marketing the Company’s shares to a wide variety of investors to ensure the market is informed about the Company’s performance and investment proposition. In setting the capital allocation policy, including the allocations to dividends and share buybacks, the Board monitors the discount to NAV and considers appropriate solutions to address any ongoing or substantial discount to NAV.	Increasing The persistence of the discount to NAV, together with other sector uncertainties, indicates an increase in risk. The Board receives regular updates from the Company’s broker and is kept informed of all material discussions with investors and analysts.
FOREIGN EXCHANGE The Company has continued to expand its geographic diversity by making investments in different countries. Accordingly, most investments are denominated in US dollars and euros.	The Company does not hedge its foreign exchange exposure. Therefore, movements in exchange rates between these currencies may have a material effect on the underlying sterling valuations of the investments and performance of the Company.	The Board regularly reviews the Company’s exposure to currency risk and reconsiders possible hedging strategies on at least an annual basis. Furthermore, the Company’s multicurrency bank facility permits the borrowings to be drawn in euros and US dollars, if required.	Stable The Board reviewed the Company’s exposure to currency risk and possible hedging strategies and concluded that there was no material change in foreign exchange risk during the year and that it remains appropriate for the Company not to hedge its foreign exchange exposure.
OPERATIONAL RISKS
REGULATORY, LEGAL AND TAX COMPLIANCE Failure by the Manager to comply with relevant regulation and legislation could have an adverse impact on the Company. Additionally, adherence to changes in the legal, regulatory and tax framework applicable to the Manager could become onerous, lessening competitive or market opportunities.	The failure of the Manager and the Company to comply with the rules of professional conduct and relevant laws and regulations could expose the Company to regulatory sanction and penalties as well as significant damage to its reputation.	The Board is responsible for ensuring the Company’s compliance with all applicable regulatory, legal and tax requirements. Monitoring of this compliance has been delegated to the Manager, of which the in-house Legal, Compliance and Risk functions provide regular updates to the Board covering relevant changes to regulation and legislation. The Board and the Manager continually monitor regulatory, legislative and tax developments to ensure early engagement in any areas of potential change.	Stable The Company remains responsive to a wide range of developing regulatory areas; and will continue to enhance its processes and controls in order to remain compliant with current and expected legislation.
KEY PROFESSIONALS Loss of key professionals at the Manager could impair the Company’s ability to deliver its investment strategy and meet its external obligations if replacements are not found in a timely manner.	If the Manager’s team is not able to deliver its objectives, investment opportunities could be missed or misevaluated, while existing investment performance may suffer.	The Manager regularly updates the Board on team developments and succession planning. The Manager places significant focus on: Developing key individuals to ensure that there is a pipeline of potential succession candidates internally. External appointments are considered if that best satisfies the business needs. A team-based approach to investment decision-making, i.e. no one investment professional has sole responsibility for an investment or fund manager relationship. Sharing insights and knowledge widely across the investment team, including discussing all potential new investments and the overall performance of the Portfolio. Designing and implementing a compensation policy that helps to minimise turnover of key people.	Stable The Board reviewed the Company’s exposure to people risk and concluded that the Manager continues to operate sustainable succession, competitive remuneration and retention plans. The Board believes that the risk in respect of people remains stable.
THE MANAGER AND THIRD-PARTY PROVIDERS (INCLUDING BUSINESS PROCESSES, BUSINESS CONTINUITY AND CYBER) The Company is dependent on third parties for the provision of services and systems, especially those of the Manager, the Administrator and the Depositary.	Failure by a third-party provider to deliver services in accordance with its contractual obligations could disrupt or compromise the functioning of the Company. A material loss of service could result in, among other things, an inability to perform business critical functions, financial loss, legal liability, regulatory censure and reputational damage. The failure of the Manager and Administrator to deliver an appropriate cyber security platform for critical technology systems could result in unauthorised access by malicious third parties, breaching the confidentiality, integrity and availability of Company data, negatively impacting the Company’s reputation.	The performance of the Manager, the Administrator, the Depositary and other third-party providers is subject to regular review and reported to the Board. The Manager, the Administrator and the Depositary produce internal control reports to provide assurance regarding the effective operation of internal controls. These reports are provided to the Audit Committee for review. The Committee would seek further representations from service providers if not satisfied with the effectiveness of their control environment. The Audit Committee formally assesses the internal controls of the Manager, the Administrator and Depositary on an annual basis to ensure adequate controls are in place. The assessment in respect of the current year is discussed in the Report of the Audit Committee. The Management Agreement and agreements with other third-party service providers are subject to notice periods that are designed to provide the Board with adequate time to put in place alternative arrangements.	Stable The Board carries out a formal annual assessment (supported by the Manager’s internal audit function) of the Manager’s internal controls and risk management systems. The Board also received regular reporting from the Manager and other third parties. Following this review and other considerations, the Board concluded that there was no material change in the Manager and other third-party suppliers risk.
FINANCIAL RISKS
FINANCING The Company has outstanding commitments to private equity funds in excess of total liquidity that may be drawn down at any time. The ability to fund this difference is dependent on receiving cash proceeds from investments (the timing of which are unpredictable) and the availability of financing facilities.	If the Company encountered difficulties in meeting its outstanding commitments, there would be significant reputational damage as well as risk of damages being claimed from managers and other counterparties.	The Manager monitors the Company’s liquidity, overcommitment ratio and covenants on a frequent basis, and undertakes cash flow monitoring, and provides regular updates on these activities to the Board.	Stable The Board reviewed the Company’s exposure to financing risk, noting the Net Debt position, the increase in available facility and the short-term realisation forecast and concluded that this risk was stable.

Audited Financial Statements for the year ended 31 January 2025

INCOME STATEMENT

Year to 31 January 2025					Year to 31 January 2024
	Notes	Revenue return £’000	Capital return £’000	Total £’000	Revenue return £’000	Capital return £’000	Total £’000
Investment returns
Income, gains and losses on investments	2,10	1,060	134,156	135,216	2,365	39,369	41,734
Deposit interest	2	48	—	48	405	—	405
Other income	2	5	—	5	104	—	104
Foreign exchange gains and losses		—	(729)	(729)	—	1,193	1,193
		1,113	133,427	134,540	2,874	40,562	43,436
Expenses
Investment management charges	3	(1,618)	(14,558)	(16,175)	(1,615)	(14,533)	(16,148)
Other expenses including finance costs	4	(2,439)	(8,417)	(10,855)	(2,520)	(7,402)	(9,922)
		(4,057)	(22,974)	(27,031)	(4,135)	(21,935)	(26,070)

Profit/(loss) before tax		(2,943)	110,453	107,510	(1,261)	18,627	17,366
Taxation	6			—	—	—	—
Profit/(loss) for the period		(2,943)	110,453	107,510	(1,261)	18,627	17,366
Attributable to:
Equity shareholders		(2,943)	110,453	107,510	(1,261)	18,627	17,366
Basic and diluted earnings per share	7			163.95p			25.63p

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

All profits are from continuing operations.

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

BALANCE SHEET

	Notes	31 January 2025 £’000	31 January 2024 £’000
Non-current assets
Investments held at fair value	9,10,17	1,469,549	1,296,382

Current assets
Cash and cash equivalents	11	3,927	9,722
Prepayments and receivables	12	2,018	2,258
		5,945	11,980
Current liabilities
Borrowings		(131,931)	(20,000)
Payables	13	(11,171)	(5,139)

Net current assets / (liabilities)		(137,157)	(13,159)
Total assets less current liabilities		1,332,392	1,283,223

Capital and reserves
Share capital	14	7,292	7,292
Capital redemption reserve		2,112	2,112
Share premium		12,936	12,936
Capital reserve		1,315,727	1,279,751
Revenue reserve		(5,675)	(2,733)
Total equity		1,332,392	1,283,223

Net Asset Value per Share (basic and diluted)	15	2072.9p	1909.4p

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

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

Jane Tufnell Alastair Bruce
Director Director

CASH FLOW STATEMENT

	Notes	Year to 31 January 2025 £’000	Year to 31st January 2024 £’000
Operating activities
Sale of portfolio investments		19,966	40,611
Purchase of portfolio investments		(34,144)	(25,162)
Cash flow to subsidiaries’ investments		(152,174)	(116,084)
Cash flow from subsidiaries’ investments		125,769	195,300
Interest income received from portfolio investments		494	1,695
Dividend income received from portfolio investments		547	779
Other income received		53	509
Investment management charges paid		(16,021)	(15,647)
Other expenses paid		(1,881)	(2,596)
Net cash inflow/(outflow) from operating activities		(57,391)	79,405

Financing activities
Bank facility fee paid		(2,011)	(3,970)
Interest paid		(545)	(5,571)
Credit Facility utilised		139,762	128,109
Credit Facility repaid		(27,831)	(174,954)
Purchase of shares into treasury		(35,851)	(13,068)
Equity dividends paid	8	(22,308)	(21,694)
Net cash (outflow)/inflow from financing activities		51,215	(91,148)
Net decrease in cash and cash equivalents		(6,176)	(11,743)

Cash and cash equivalents at beginning of year	11	9,722	20,694
Net decrease in cash and cash equivalents		(6,176)	(11,743)
Effect of changes in foreign exchange rates		381	771
Cash and cash equivalents at end of period	11	3,927	9,722

Includes settlement of unbilled management fees relating to the prior year (see note 13).

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

STATEMENT OF CHANGES IN EQUITY

	Share capital £’000	Capital redemption reserve £’000	Share premium £’000	Realised capital reserve¹ £’000	Unrealised capital reserve £’000	Revenue reserve¹ £’000	Total shareholders’ equity £’000

Opening balance at 1 February 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
Capital distribution by subsidiary²	—	—	—	—	—	—	—
Dividends paid	—	—	—	(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 reserve¹ £’000	Unrealised capital reserve £’000	Revenue reserve¹ £’000	Total shareholders’ equity £’000

Opening balance at 1 February 2023	7,292	2,112	12,936	468,054	811,698	(1,473)	1,300,619
Profit for the period and total comprehensive income	—	—	—	31,032	(12,405)	(1,261)	17,366
Capital distribution by subsidiary²	—	—	—	8,691	(8,691)	—	—
Dividends paid	—	—	—	(21,694)	—	—	(21,694)
Purchase of shares into treasury	—	—	—	(13,068)	—	—	(13,068)
Closing balance at 31 January 24	7,292	2,112	12,936	473,015	790,602	(2,734)	1,283,223

Distributable reserves.
During the prior reporting period ICG Enterprise Trust Limited Partnership made a distribution of realised profits totalling £8.6m to the Company.

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

NOTES TO THE FINANCIAL STATEMENTS

1 ACCOUNTING POLICIES

General information

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

(a) Basis of preparation

The financial information for the year ended 31 January 2025 has been prepared in accordance with UK-adopted International Accounting Standards (‘UK-IAS’) and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in July 2022.

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

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

Going concern

In assessing the appropriateness of continuing to adopt the going concern basis of accounting, the Board has assessed the financial position and prospects of the Company. The Company’s business activities, together with factors likely to affect its future development, performance, position and cash flows, are set out in the Chair’s statement on page 5, and the Manager’s review on page 7.

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

Based on this assessment, the Board expects that the Company will be able to continue in operation and meet its liabilities as they fall due until, at least, 31 May 2026, a period of more than 12 months from the signing of the financial statements. Therefore it is appropriate to continue to adopt the going concern basis of preparation of the Company’s financial statements.

Climate change

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

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

Accounting policies

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

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

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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

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

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

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

(b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and

As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments and are classified as held at fair value through profit and loss.

(b) Financial assets

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

Financial assets at fair value through profit or loss

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

Financial assets at amortised cost

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

(c) Investments

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

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

Unquoted Investments

Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted investments as determined by the third-party investment manager of those funds. The third-party investment manager performs periodic valuations of the underlying investments in their funds, typically using earnings multiple or discounted cash flow methodologies to determine enterprise value in line with IPEV Guidelines. In the absence of contrary information, these net asset valuations received from the third-party investment managers are deemed to be

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

appropriate by the Manager, for the purposes of the Manager’s determination of the fair values of the unquoted investments. A robust assessment is performed by the Manager’s experienced Investment Committee to determine the capability and track record of the investment manager. All investment managers are scrutinised by the Investment Committee and an approval process is recorded before any new investment manager is approved and an investment made. This level of scrutiny provides reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value.

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

Subsidiary undertakings

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

The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the Co-investment Incentive Scheme. Under these arrangements, ICG (the ‘Manager’) and certain of its executives and, in respect of certain historic investments, the executives and connected parties of Graphite Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’), are required to co-invest alongside the Company, for which they are entitled to a share of investment profits if certain performance hurdles are met. At 31 January 2024, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at the carrying value at that date.

Associates

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

(d) Prepayments and receivables

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

(e) Payables

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

(f) Cash and cash equivalents

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

(g) Dividend distributions

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

(h) Income

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

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

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(i) Expenses

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

Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated to the capital column
The Board expects the majority of long-term returns from the Portfolio to be generated from capital gains. Expenses are allocated 90% to the capital column and 10% to the revenue column, reflecting the Company’s current and future return profile. Other expenses are allocated to the capital column where a clear connection with the maintenance or enhancement of the value of investments can be demonstrated.
All expenses allocated to the capital column are treated as realised capital losses (see note 1(l)).

(j) Taxation

Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.
Tax recognised in the income statement represents the sum of current tax and deferred tax charged or credited in the year. The tax effect of different items of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates.

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

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

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

(k) Foreign currency translation

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

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

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

(l) Revenue and capital reserves

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

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

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

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

(m) Treasury shares

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(n) Critical estimates and assumptions

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

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

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

(o) Segmental reporting

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

2 INVESTMENT RETURNS

	Year ended	Year ended
	31 January 2025	31 January 2024
	£’000	£’000
Income from investments
Overseas interest and dividends	1,060	2,365
	1,060	2,365
Deposit interest on cash	48	405
Other	5	104
	53	509
Total income	1,113	2,874
Analysis of income from investments
Unquoted	1,060	2,365
	1,060	2,365

3 INVESTMENT MANAGEMENT CHARGES

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

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

3 INVESTMENT MANAGEMENT CHARGES CONTINUED

The amounts charged during the year are set out below:

	Year ended 31 January 2025			Year ended 31 January 2024
	Revenue	Capital	Total	Revenue	Capital	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Investment management charge	1,617	14,558	16,175	1,615	14,533	16,148

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

	Year ended	Year ended
	31 January 2025	31 January 2024
	£’000	£’000
ICG Europe VIII	434	467
ICG Strategic Equity V	353	131
ICG Strategic Equity IV	340	593
ICG LP Secondaries Fund I LP	325	55
ICG Europe VII	238	257
ICG Strategic Equity III	238	183
ICG Europe Mid-Market II	95	87
ICG Augusta Partners Co-Investor II	89	91
ICG Europe Mid-Market	87	120
ICG North American Private Debt II	68	74
ICG Strategic Secondaries II	36	74
ICG Europe VI	23	41
ICG Asia Pacific III	15	30
ICG Recovery Fund 2008B	3	31
ICG Europe V	2	1
	2,346	2,235

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4 OTHER EXPENSES

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

	Year ended		Year ended
	31 January 2025		31 January 2024
	£’000	£’000	£’000	£’000
Directors’ fees (see note 5)		340		316
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts	170		239
Fees payable to the Company’s auditor and its associates for other services:
– Audit of the accounts of the subsidiaries	108		139
– Audit-related assurance services	71		53
Total auditors’ remuneration		349		431
Administrative expenses		811		1,021
		1,500		1,768
Bank facility costs allocated to revenue		277		258
Interest costs allocated to revenue		661		493
Expenses allocated to revenue		2,438		2,519
Bank facility costs allocated to capital		8,417		7,403
Total other expenses		10,855		9,922

1. The auditors of the Company have additionally provided £16k (2024: £14k) of non-audit related services permitted under the Financial Reporting Council’s (‘FRC’) Revised Ethical Standards. The service related to agreed upon procedures over the Company’s carried interest scheme. These expenses have been charged to the Manager of the Company.

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

Professional fees of £0.2m (2024: £0.2m) incidental to the acquisition or disposal of investments are included within gains/(losses) on investments held at fair value.

5 DIRECTORS’ REMUNERATION AND INTERESTS

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

6 TAXATION

In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 19%, principally due to the Company’s status as an investment trust, which means that capital gains are not subject to corporation tax. The effect of this and other items affecting the tax charge are shown in note 6(b) below.

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

	Year ended	Year ended
	31 January 2025	31 January 2024
	£’000	£’000
a) Analysis of charge in the year
Tax credit on items allocated to revenue	—	—
Tax charge on items relating to prior years	—	—
Corporation tax	—	—
b) Factors affecting tax charge for the year
Profit on ordinary activities before tax	107,510	17,367
Profit before tax multiplied by rate of corporation tax in the UK of 25% (2024: 24%)	26,790	4,168
Effect of:
– net investment returns not subject to corporation tax	(33,357)	(9,735)
– dividends not subject to corporation tax	(52)	(187)
– expenses not deductible for tax purposes	1,353	—
– current year management expenses not utilised/(utilised)	489	5,754
– other deductions	4,777	—
Total tax charge	—	—

The Company has £70.0m excess management expenses carried forward (2024: £53.5m). No deferred tax assets or liabilities (2024: nil) have been recognised in respect of the carried forward management expenses due to the uncertainty that future taxable profit will be generated that these losses can be offset against. For all investments the tax base is equal to the carrying amount. There was no deferred tax expense relating to the origination and reversal of timing differences in the year (2024: nil).

7 EARNINGS PER SHARE

	Year ended	Year ended
	31 January 2025	31 January 2024
Revenue return per ordinary share	(4.49p)	(1.86p)
Capital return per ordinary share	168.38p	27.49p
Earnings per ordinary share (basic and diluted)	163.95p	25.63p

Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(2.9)m (2024: £(1.3)m) by the weighted average number of ordinary shares outstanding during the year.

Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £102.4m (2024: £18.6m) by the weighted average number of ordinary shares outstanding during the year.

Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to equity shareholders of £99.5m (2024: £17.4m) by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 65,569,285 (2024: 67,761,359). There were no potentially dilutive shares, such as options or warrants, in either year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

8 DIVIDENDS

	Year ended	Year ended
	31 January 2025	31 January 2024
	£’000	£’000
Third quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 6.0p)	5,345	4,781
Final dividend in respect of year ended 31 January 2024: 9p per share (2023: 9.0p)	5,894	6,105
First quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p)	5,557	5,415
Second quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p)	5,512	5,393
Total	22,308	21,694

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

9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES
Subsidiary undertakings (controlled structured entities)

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

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

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

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

The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives and in respect of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the Co-investment Incentive Scheme. As at 31 January 2025 a total of £53.9m (2024: £54.4m) was accrued in respect of these interests. During the year the Co-investors invested £1.0m (2024: £0.7m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the Co-investors amounted to £10.8m or 7.1% of £150.8m of Total Proceeds received in the year (2024: £5.4m or 2.3% of £238.6m proceeds received).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Unconsolidated structured entities

The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made and held via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12.
The Company holds interests in closed-ended limited partnerships which invest in underlying companies for the purposes of capital appreciation. The Company and the other limited partners make commitments to finance the investment programme of the relevant manager, who will typically draw down the amount committed by the limited partners over a period of four to six years (see note 16).

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

	Unquoted investments £’000	Co-investment Incentive Scheme accrual £’000	Maximum loss exposure £’000
As at 31 January 2025	1,523,459	(53,910)	1,469,549
As at 31 January 2024	1,350,821	(54,439)	1,296,382

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

10 INVESTMENTS

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

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

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

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

	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/(losses) 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/ (depreciation) at 31 January 2025	—	111,771	838,683	950,454
Valuation at 31 January 2025	—	305,229	1,164,320	1,469,549

	Quoted	Unquoted	Subsidiary undertakings	Total
	£’000	£’000	£’000	£’000
Cost at 1 February 2023	—	195,104	378,426	573,530
Unrealised appreciation at 1 February 2023	—	74,074	701,471	775,545
Valuation at 1 February 2023	—	269,178	1,079,897	1,349,075
Movements in the year:
Purchases	—	25,181	116,988	142,169
Sales
– capital proceeds		(40,757)	(195,300)	(236,057)
– realised gains/(losses) based on carrying value at previous balance sheet date		(1,044)		(1,044)
Movement in unrealised appreciation		7,739	34,500	42,239
Valuation at 31 January 2023	—	260,296	1,036,086	1,296,382
Cost at 31 January 2024	—	179,528	300,114	479,642
Unrealised appreciation/ (depreciation) at 31 January 2024	—	80,768	735,972	816,740
Valuation at 31 January 2024	—	260,296	1,036,086	1,296,382

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

	31 January 2025	31 January 2024
	£’000	£’000
Realised gains/loss based on cost	1,530	(1,044)
Amounts recognised as unrealised in previous years	—	—
Realised gains based on carrying values at previous balance sheet date	1,530	(1,044)
Increase in unrealised appreciation	132,184	42,239
Gains on investments	133,714	41,195

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

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

Related undertakings

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

Investment	31 January 2025 %	31 January 2024 %
ICG Enterprise Trust Limited Partnership	99.9%	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 Partnership LP	99.5%	99.5%

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

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

As at 31 January 2025
Investment	Instrument	% interest¹
Graphite Capital Partners VII Top Up Plus	Limited partnership interests	20.0%
Graphite Capital Partners VIII Top Up	Limited partnership interests	41.1%
ICG Velocity³	Limited partnership interests	32.5%

As at 31 January 2024
Investment	Instrument	% interest¹
Graphite Capital Partners VII Top Up Plus²	Limited partnership interests	20.0%
Graphite Capital Partners VIII Top Up²	Limited partnership interests	41.1%
ICG Velocity³	Limited partnership interests	32.5%

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.
Address of principal place of business is 7 Air Street, Soho, London W1B 5AD.
Address of principal place of business is Procession House, 55 Ludgate Hill, London, EC4M 7JW.

11 CASH AND CASH EQUIVALENTS

	31 January 2025	31 January 2024
	£’000	£’000
Cash at bank and in hand	3,927	9,722

12 PREPAYMENTS AND RECEIVABLES

	31 January 2025	31 January 2024
	£’000	£’000
Prepayments and accrued income	2,018	2,258

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

13 PAYABLES – CURRENT

	31 January 2025	31 January 2024
	£’000	£’000
Accruals, including facility interest	11,171	5,139
Bank facility drawn	131,931	20,000
Payables	143,102	25,139

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

14 SHARE CAPITAL

	Authorised		Issued and fully paid
		Nominal		Nominal
Equity share capital	Number	£’000	Number	£’000
Balance at 31 January 2025	120,000,000	12,000	72,913,000	7,292
Balance at 31 January 2024	120,000,000	12,000	72,913,000	7,292

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

	31 January 2025	31 January 2024
Shares held in treasury	8,640,808	5,708,133
Shares not held in treasury	64,272,192	67,204,867
Total	72,913,000	72,913,000

15 NET ASSET VALUE PER SHARE

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

16 CAPITAL COMMITMENTS AND CONTINGENCIES

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

	31 January 2025 £’000	31 January 2024 £’000
ICG LP Secondaries Fund I LP	41,146	34,811
ICG Strategic Equity V²	36,868	19,704
ICG Europe Mid-Market Fund II¹	19,245	21,316
ICG Augusta Partners Co-Investor²	17,775	17,365
ICG Strategic Secondaries Fund II²	16,938	16,547
ICG Europe VIII¹	14,339	25,901
ICG Ludgate Hill (Feeder B) SCSp¹	13,591	13,860
ICG Strategic Equity Fund III²	11,201	10,942
ICG MXV Co-Investment	8,361	—
ICG Strategic Equity IV²	7,055	10,385
ICG Europe VII¹	6,082	6,541
ICG Ludgate Hill (Feeder) IIIA Porsche SCSp²	5,691	4,652
ICG Europe Mid-Market Fund¹	5,524	5,476
ICG Ludgate Hill (Feeder) II Boston SCSp²	5,392	5,267
ICG Asia Pacific Fund III²	2,523	2,634
ICG Europe VI¹	4,013	4,311
ICG North American Private Debt Fund II²	2,097	1,682
ICG Colombe Co-investment¹	1,811	2,378
ICG Dallas Co-Investment²	1,240	1,280
Commitments of less than £1,000,000 at 31 January 2025	5,746	5,991
Total ICG	226,638	211,043
Graphite Capital Partners IX	2,281	4,525
Graphite Capital Partners VIII¹	4,124	2,194
Graphite Capital Partners VII^1,2	456	456
Total Graphite funds	6,861	7,175

1.Includes interest acquired through a secondary fund purchase.

2.Includes the associated Top Up funds.

	31 January 2025 £’000	31 January 2024 £’000
Leeds VIII-A	16,135	—
Bowmark VII	15,000	15,000
New Mountain VII	14,299	15,763
PAI Europe VIII	12,356	20,900
Thoma Bravo XVI-A	12,101	—
Investindustrial VIII	12,009	—
Cinven VIII	11,748	12,789
CVC IX A	10,546	12,789
Bain VI	9,939	11,319
CDR XII	8,908	11,822
The Resolute Fund VI	8,577	11,822
Hellman Friedman XI (Parallel)	8,067	7,881
Advent International X-A	8,039	10,849
Bregal Unternehmerkapital IV-A	7,762	8,526
Green Equity Investors Side IX	7,618	15,611
Permira VIII	7,618	9,356
Genstar Capital Partners XI (EU)	7,455	7,850
Apax XI EUR	6,860	8,383
Gridiron V	6,578	9,008
Oak Hill VI (Offshore)	5,034	—
Investindustrial VII	4,895	4,219
Audax Private Equity VII-B	4,546	5,830
Integrum I	4,052	5,715
American Securities IX	4,034	—
Thomas H Lee Equity Fund IX	3,998	6,762
PAI Mid-Market Fund	3,764	4,963
BC XI	3,710	4,900
Bowmark VI	3,357	1,357
Hg Genesis X	3,326	3,469
Ivanti	2,979	2,910
Valeas Capital Partners I A	2,973	—
CVC VII	2,944	—
PAI VII	2,430	2,872
GHO Capital III	2,257	2,617
Bain XIII	2,247	2,739
Audiotonix	2,243	—
Bain Tech Opportunities II	2,239	2,276
Tailwind III	2,203	1,517
Ambassador Theatre Group	2,056	2,049
Thomas H Lee Equity Fund VIII	1,940	2,011
Thoma Bravo XV	1,901	2,648
Hg Saturn III	1,840	2,714
Seventh Cinven Fund	1,812	2,929
GI Partners VI-A	1,789	2,168
Charlesbank X	1,685	3,543
Apax X	1,677	1,442
Hellman Friedman X	1,631	2,194
Bregal Unternehmerkapital III	1,575	2,113
Carlyle Europe Partners V	1,553	2,243
Resolute V	1,363	855
FSN VI	1,303	2,946
Gridiron III	1,289	4,080
AEA VII	1,243	464
Resolute 02 Continuation (SEC 1)	1,145	9,893
CVC European Equity Partners VIII	512	3,402
New Mountain VI	498	2,276
European Camping Group 2	399	1,474
Leeds VII	317	3,581
Commitments of less than £2,000,000 at 31 January 2025	62,785	36,908
Total third party	319,687	333,747
Total commitments	553,186	551,965

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

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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

17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

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

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

Financial risk management

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

Market risk
(i) Currency risk

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

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

	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	(139,168)	1,385	618	8	(137,157)
	1,061,998	83,140	187,241	13	1,332,392

	Sterling	Euro	USD	Other	Total
31 January 2024	£’000	£’000	£’000	£’000	£’000
Investments	1,068,115	81,164	146,881	222	1,296,382
Cash and cash equivalents and other net current assets	(21,553)	4,504	3,878	12	(13,159)
	1,046,562	85,668	150,759	234	1,283,223

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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

(ii) Interest rate risk

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

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

(iii) Price risk

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

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

	31 January 2025		31 January 2024
	Increase in variable	Decrease in variable	Increase in variable	Decrease in variable
	£’000	£’000	£’000	£’000
30% (2024: 30%) movement in the price of investments
Impact on profit after tax	423,339	(370,568)	374,044	(320,217)

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Investment and credit risk

(i) Investment risk

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

(ii) Credit risk

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

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

Liquidity risk

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

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

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

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

Movement in financial liabilities arising from financing activities

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

	2025	2024
	£’000	£’000
At 1 February 2024	22,062	67,700
Proceeds from borrowings	139,762	128,109
Repayment of long term borrowings	(27,831)	(174,954)
Change in capitalisation of bank facility fees	782	1,206
At 31 January 2025	134,775	22,061

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Capital risk management

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

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

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

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

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

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

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

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

31 January 2025
	Level 1	Level 2	Level 3	Total
	£’000	£’000	£’000	£’000
Investments held at fair value
Unquoted investments – 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

31 January 2024
	Level 1	Level 2	Level 3	Total
	£’000	£’000	£’000	£’000
Investments held at fair value
Unquoted investments – indirect	—	—	136,473	136,473
Unquoted investments – direct	—	—	123,823	123,823
Quoted investments – direct	—	—	—	—
Subsidiary undertakings	—	—	1,036,085	1,036,085
Total investments held at fair value	—	—	1,296,381	1,296,381

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

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

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

31 January 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

31 January 2024	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	158,896	110,282	1,079,897	1,349,075
Additions	14,933	10,248	116,988	142,169
Disposals	(37,167)	(3,590)	(195,300)	(236,057)
Gains and losses recognised in profit or loss	(188)	6,883	34,500	41,194
Closing balance	136,474	123,823	1,036,085	1,296,381

18 RELATED PARTY TRANSACTIONS

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Subsidiary	Nature of transaction	Year ended 31 January 2025 £’000	Year ended 31 January 2024 £’000
ICG Enterprise Trust Limited Partnership	Increase in amounts owed to subsidiaries	—	—
	(Decrease) in amounts owed by subsidiaries	(8,689)	(102)
	Income allocated	—	—
ICG Enterprise Trust (2) Limited Partnership	Increase in amounts owed to subsidiaries	(2,956)	11,420
	(Decrease) in amounts owed by subsidiaries	—	—
	Income allocated	(169)	151
ICG Enterprise Trust Co-investment LP	Increase in amounts owed by subsidiaries	33,229	(10,416)
	Income allocated	2,127	6,681
ICG Enterprise Holdings LP	Increase in amounts owed to subsidiaries	—	(45,725)
	Income allocated	4,224	6,819
ICG Morse Partnership LP	Increase in amounts owed by subsidiaries	—	(14,513)
	Decrease in amounts owed to subsidiaries	—	—
	Income allocated	—	—
ICG Lewis Partnership LP	(Decrease) in amounts owed by subsidiaries	687	1,820
	Increase in amounts owed by subsidiaries	—	—
	Income allocated	—	—

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

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

Remuneration in the year (audited)	Fees		Expenses		Total
Name	2025 £’000	2024 £’000	2025 £’000	2024 £’000	2025 £’000	2024 £’000
Jane Tufnell	74	71		—	74	71
Alastair Bruce	60	58	—	—	60	58
David Warnock	59	46		—	59	46
Gerhard Fusenig	48	46	3	2	51	49
Adiba Ighodaro	48	46	—	—	48	46
Janine Nicholls	48	46	—	—	48	46
Total	337	313	3	2	340	316

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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

	Amounts owed by subsidiaries		Amounts owed to subsidiaries
Subsidiary	31 January 2025 £’000	31 January 2024 £’000	31 January 2025 £’000	31 January 2024 £’000
ICG Enterprise Trust Limited Partnership	—	—	(492)	8,197
ICG Enterprise Trust (2) Limited Partnership	—	—	31,372	34,328
ICG Enterprise Trust Co-Investment LP	273,555	240,326	—	—
ICG Enterprise Holdings LP	—	—	—	—
ICG Morse Partnership LP	—	—	—	—
ICG Lewis Partnership LP	8,569	7,881	—	—

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

	Year ended 31 January 2025		Year ended 31 January 2024
Fund/Co-investment	Remaining commitment £’000	Fair value investment £’000	Remaining commitment £’000	Fair value investment £’000
ICG MXV Co-Investment	8,361	32,728	217	31,658
ICG Strategic Equity Fund III	10,727	31,043	10,942	39,374
ICG Europe VII	6,082	30,721	6,541	35,021
ICG Ludgate Hill (Feeder B) SCSp	13,591	23,814	13,860	24,366
ICG Europe VIII	14,339	23,640	25,901	10,746
ICG Augusta Partners Co-Investor	17,775	20,469	17,365	15,533
ICG Ludgate Hill (Feeder) III A Porsche SCSp	5,691	17,995	4,652	21,104
ICG Newton Co-Investment	393	17,808	393	17,909
ICG Progress Co-Investment	421	17,265	577	15,156
ICG Vanadium Co-Investment	246	16,180	251	14,209
ICG Ludgate Hill (Feeder) II Boston SCSp	5,392	16,030	5,267	14,721
ICG Match Co-Investment	132	15,253	129	15,403
ICG Colombe Co-investment	1,810	13,795	1,678	12,221
ICG Europe Mid-Market Fund	5,524	13,494	5,476	13,819
ICG LP Secondaries Fund I LP	41,146	12,175	34,811	21,980
ICG Cheetah Co-Investment	635	11,123	669	11,570
CX VIII Co-Investment	167	9,076	171	8,996
ICG Asia Pacific Fund III	2,523	8,706	2,634	8,436
ICG Dallas Co-Investment	1,240	8,172	1,280	8,245
ICG Strategic Equity V	36,868	7,101	19,704	895
ICG Strategic Equity IV	7,055	32,851	10,385	28,029
ICG Sunrise Co-Investment	75	5,840	76	5,402
ICG Crown Co-Investment	96	5,492	122	4,817
ICG Recovery Fund 2008 B1	846	4,954	862	4,545
ICG Strategic Secondaries Fund II	16,938	4,853	16,547	10,052
ICG Holiday Co-Investor I	286	3,748	285	2,655
ICG North American Private Debt Fund II	2,097	3,061	1,682	5,467
ICG Europe VI	4,013	2,814	4,311	5,719
ICG Holiday Co-Investor II	199	2,775	197	1,966
ICG Europe Mid-Market II	19,245	1,534	21,316	(263)
ICG Europe V	545	757	555	808
ICG Cross Border	182	273	178	5,555
ICG Diocle Co-Investment	145	81	148	98
ICG Velocity Partners Co-Investor	650	18	635	—
ICG European Fund 2006 B1	480	15	489	28
ICG Topvita Co-Investment	687	—	700	—
ICG Trio Co-Investment	36	—	37	7,988
Ambassador Theatre Group	—	—	—	14,177
Total	226,638	415,652	211,043	438,410

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

19 Post balance sheet events

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

GLOSSARY

Term	Short form	Definition
Alternative Performance Measures	APMs	Alternative Performance Measures are a term defined by the European Securities and Markets Authority as “financial measures of historical or future performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework”. APMs are used in this report if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company and for comparing the performance of the Company to its peers, taking into account industry practice. Definitions and reconciliations to IFRS measures are provided in the main body of the report or in this Glossary, where appropriate.
Buyback impact on NAV per Share		Buyback impact on NAV per Share is calculated by comparing the NAV per Share with an adjusted NAV per Share as follows:
			Year ended 31 January 2025	Since inception (Oct. 22)
		Opening number of shares	67,190,867	68,523,055	A
		Number of shares bought back in period	2,912,675	4,244,863
		Closing number of shares	64,278,192	64,278,192	B
		31 January 2025 NAV	£1,332m	£1,332m	C
		Add back cash invested in buybacks	£36m	£51m
		31 January 2025 NAV + cash invested in buybacks	£1,368m	£1,383m	D
		31 January 2025 NAV per Share	2,072.9p	2,072.9p	E (C/B)
		Pro forma NAV per share excluding buybacks	2,036.4p	2,018.8p	F (D/A)
		Impact of buybacks	36.5p	54.1p	G (E-F)
		NAV per Share accretion from buybacks	1.8%	2.7%	G/F
		Note: scenario excluding buyback does not include any cash impact of dividends that would have been paid to holders of those shares had the buyback not been undertaken
Carried Interest		Carried interest is equivalent to a performance fee. This represents a share of the profits that will accrue to the underlying private equity managers, after achievement of an agreed Preferred Return.
Cash drag		Cash drag is the negative impact on performance arising as a result of the allocation of a portion of the entity’s assets to cash.
Co-investment		Co-investment is a Direct Investment in a company alongside a private equity fund.
Co-investment Incentive Scheme Accrual		Co-investment Incentive Scheme Accrual represents the estimated value of interests in the Co-investment Incentive Scheme operated by the subsidiary partnerships of the Company.
Commitment		Commitment represents the amount of capital that each investor agrees to contribute to a fund or a specific investment.
Compound Annual Growth Rate	CAGR	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		Please see ‘Total new investment’.
Direct Investment		An investment in a portfolio company held directly, not through a private equity fund. Direct Investments are typically co-investments with a private equity fund.
Discount		Discount arises when the Company’s shares trade at a price below the Company’s NAV per Share. In this circumstance, the price that an investor pays or receives for a share would be less than the value attributable to it by reference to the underlying assets. The Discount is the difference between the share price and the NAV, expressed as a percentage of the NAV. For example, if the NAV was 100p and the share price was 90p, the Discount would be 10%.
Drawdowns		Drawdowns are amounts invested by the Company when called by underlying managers in respect of an existing Commitment.
EBITDA		Stands for earnings before interest, tax, depreciation and amortisation, which is a widely used profitability measure in the private equity industry.
Enlarged Perimeter		The aggregate Portfolio value of the Top 30 Companies and as many of the managers from within the Top 30 funds as practicable.
Enterprise Value	EV	Enterprise Value is the aggregate value of a company’s entire issued share capital and Net Debt.
Exclusion List		The Exclusion List defines the business activities which are excluded from investment.
FTSE All-Share Index Total Return		The change in the level of the FTSE All-Share Index, assuming that dividends are re-invested on the day that they are paid.
Full Exits		Full Exits are exit events (e.g., trade sale, sale by public offering, or sale to a financial buyer) following which the residual exposure to an underlying company is zero or immaterial; this does not include Fund Disposals. See ‘Fund Disposals’.
Fund Disposals		Fund Disposals are where the Company receives sales proceeds from the full or partial sale of a fund position within the secondary market.
General Partner	GP	The General Partner is the entity managing a private equity fund. This is commonly referred to as the manager.
Hedging		Hedging is an investment technique designed to offset a potential loss on one investment by purchasing a second investment that is expected to perform in the opposite way.
Initial Public Offering	IPO	An Initial Public Offering is an offering by a company of its share capital to the public with a view to seeking an admission of its shares to a recognised stock exchange.
Internal Rate of Return	IRR	Internal Rate of Return is a measure of the rate of return received by an investor in a fund. It is calculated from cash drawn from and returned to the investor, together with the residual value of the investment.
Investment Period		Investment Period is the period in which funds are able to make new investments under the terms of their fund agreements, typically up to five years after the initial Commitment.
Last Twelve Months	LTM	Last Twelve Months refers to the timeframe of the immediately preceding 12 months in reference to financial metrics used to evaluate the Company’s performance.
Limited Partner	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.
Net Asset Value per Share	NAV per Share	Net Asset Value per Share is the value of the Company’s net assets attributable to one Ordinary share. It is calculated by dividing ‘shareholders’ funds’ by the total number of ordinary shares in issue. Shareholders’ funds are calculated by deducting current and long-term liabilities, and any provision for liabilities and charges, from the Company’s total assets.
Net Debt		Net Debt is calculated as the total short-term and long-term debt in a business, less cash and cash equivalents.
Ongoing charges		Ongoing Charges are calculated in line with guidance issued by the Association of Investment Companies (‘AIC’) and capture management fees and expenses, excluding finance costs, incurred at the Company level only. The calculation does not include the expenses and management fees incurred by any underlying funds.
		31 January 2025	Total per income statement £’000	Amount excluded from AIC 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%

		31 January 2024	Total per income statement £’000	Amount excluded from AIC Ongoing Charges £’000	Included Ongoing Charges £000
		Management fees	16,148	—	16,148
		General expenses	1,773	(209)	1,564
		Finance costs	8,152	(8,152)	—
		Total	26,073	(8,362)	17,712
		Total Ongoing Charges			17,712
		Average NAV			1,291,759
		Ongoing Charges as % of NAV			1.37%
		Included within General expenses above are £(0.2)m (credit) (2024: £0.2m) of other expenses which are non-recurring and are excluded from the Ongoing Charges.
Other Net Liabilities		Other Net Liabilities at the aggregated Company level represent net other liabilities per the Company’s balance sheet. Net other liabilities per the balance sheet of the subsidiaries include amounts payable under the Co-investment Incentive Scheme Accrual.
Overcommitment		Overcommitment refers to where private equity fund investors make Commitments exceeding the amount of liquidity immediately available for investment. When determining the appropriate level of Overcommitment, careful consideration needs to be given to the rate at which Commitments might be drawn down, and the rate at which realisations will generate cash from the existing Portfolio to fund new investment.

Portfolio	Portfolio represents the aggregate of the investment Portfolios of the Company and of its subsidiary Limited Partnerships. This APM is consistent with the commentary in previous annual and interim reports. The Board and the Manager consider that disclosing our Portfolio assists shareholders in understanding the value and performance of the underlying investments selected by the Manager. It is shown before the Co-investment Incentive Scheme Accrual to avoid being distorted by certain funds and Direct Investments on which ICG Enterprise Trust Plc does not incur these costs (for example, on funds managed by ICG plc). Portfolio is related to the NAV, which is the value attributed to our shareholders, and which also incorporates the Co-investment Incentive Scheme Accrual as well as the value of cash and debt retained on our balance sheet. The value of the Portfolio at 31 January 2025 is £1,523.1m (31 January 2024: £1,349.0m).
	31 January 2025 £m	IFRS Balance sheet fair value	Net assets of subsidiary limited partnerships	Co-investment Incentive Scheme Accrual	Total Company and subsidiary Limited Partnership
	Investments¹	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

	31 January 2024 £m	IFRS Balance sheet fair value	Balances receivable from subsidiary Limited Partnerships	Co-investment Incentive Scheme Accrual	Total Company and subsidiary Limited Partnership
	Investments¹	1,296.4	(1.9)	54.4	1,349.0
	Cash	9.7	—	—	9.7
	Other Net Liabilities	(22.9)	1.9	(54.4)	(75.5)
	Net assets	1,283.2	—	—	1,283.2
	¹Investments as reported on the IFRS balance sheet at fair value comprise the total of assets held by the Company and the net asset value of the Company’s investments in the subsidiary Limited Partnerships.
Portfolio Return on a Local Currency Basis	Portfolio Return on a Local Currency Basis represents the change in the valuation of the Company’s Portfolio before the impact of currency movements and Co-investment Incentive Scheme Accrual. The Portfolio return of 10.2% is calculated as follows:
			£m	31 January 2025	31 January 2024
	Income, gains and losses on Investments			142.0	125.3
	Foreign exchange gains and losses included in gains and losses on investments			5.4	(38.6)
	Incentive accrual valuation movement			(9.3)	(3.7)
	Total gains on Portfolio investments excluding impact of foreign exchange			138.1	83.1
	Opening Portfolio valuation			1,349.0	1,406.4
	Portfolio Return on a Local Currency Basis			10.2%	5.9%

Term	Short form	Definition
Portfolio Company		Portfolio Company refers to an individual company in an investment portfolio.
Primary		A Primary Investment is a Commitment to a private equity fund.
Quoted Company		A Quoted Company is any company whose shares are listed or traded on a recognised stock exchange.
Realisation Proceeds		Realisation Proceeds are amounts received in respect of underlying realisation activity from the Portfolio and exclude any inflows from the sale of fund positions via the secondary market.
Realisations – Multiple to Cost		Realisations – Multiple to Cost is the average return from Full Exits from the Portfolio in the period on a primary investment basis, weighted by cost.
		£m		31 January 2025	31 January 2024
		Realisation Proceeds from Full Exits in the year-to-date		73.7	100.8
		Cost		35.9	28.8
		Average return Multiple to Cost		2.9x	3.5x
Realisations – Uplift To Carrying Value		Realisations – Uplift To Carrying Value is the aggregate uplift on Full exits from the Portfolio in the period excluding publicly listed companies that were exited via sell downs of their shares.
		£m		31 January 2025	31 January 2024
		Realisation Proceeds from Full Exits in the year-to-date		73.7	100.8
		Prior Carrying Value (at previous quarterly valuation prior to exit)		62.0	89.2
		Realisations – Uplift To Carrying Value		19.0%	29.5%
Secondary Investments		Secondary Investments occur when existing private equity fund interests and Commitments are purchased from an investor seeking liquidity.
Share Price Total Return		Share Price Total Return is the change in the Company’s share price, assuming that dividends are re-invested on the day that they are paid.
Total New Investment		Total New Investment is the total of direct Co-investment and fund investment Drawdowns in respect of the Portfolio. In accordance with IFRS 10, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements. Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows:
			£m	31 January 2025	31 January 2024
		Purchase of Portfolio investments per cash flow statement		34.1	25.2
		Purchase of Portfolio investments within subsidiary investments		152.2	111.6
		Return of cost/expenses		(4.9)	0.0
		Total New Investment		181.4	136.7

Term	Short form	Definition
Total Proceeds		Total Proceeds are amounts received by the Company in respect of the Portfolio, which may be in the form of capital proceeds or income such as interest or dividends. In accordance with IFRS 10, the Company’s subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements.
		£m	31 January 2025	31 January 2024
		Sale of Portfolio investments per cash flow statement	20.0	40.6
		Sale of Portfolio investments, interest received, and dividends received within subsidiary investments	125.8	195.3
		Interest income per cash flow statement	0.5	1.7
		Dividend income per cash flow statement	0.5	0.8
		Other income per cash flow statement	0.1	—
		Return of invested cost	4.0	0.0
		Total Proceeds	150.8	238.6
		Fund Disposals	—	(67.6)
		Realisation Proceeds	150.8	171.0
Total Return		The change in the Company’s Net Asset Value per Share, assuming that dividends are re-invested at the end of the quarter in which the dividend was paid.
Undrawn Commitments		Undrawn Commitments are Commitments that have not yet been drawn down (please see ‘Drawdowns’).
Unquoted Company		An Unquoted Company is any company whose shares are not listed or traded on a recognised stock exchange.
Valuation Date		The date of the valuation report issued by the underlying manager.

The MIL Network –

May 8, 2025

MIL-OSI Australia: New Caledonia

Source:

Demonstrations and protests may increase in the days leading up to and on days of national or commemorative significance, including the anniversary of the start of civil unrest on 13 May. Avoid demonstrations and public gatherings. Demonstrations and protests may turn violent at short notice. There’s still a high police and security presence in country. Be aware of your personal security and belongings. Isolated security incidents, including arson, may occur across the territory. Some essential services are affected. Monitor local media and follow the advice of local authorities (see ‘Safety’).

We advise exercise a high degree of caution in Noumea and western coastal areas between Kone and Noumea. We also continue to advise reconsider your need to travel to other parts of the country, including Loyalty islands and IIes de Pins and inland of the western coastal areas on Grand Terre, including on some major roads (see ‘Safety’).

MIL OSI News –

May 8, 2025
MIL-Evening Report: In the age of the influencer, does the political backing of News Corp matter anymore?

Source: The Conversation (Au and NZ) – By Edward Hurcombe, Senior Lecturer in Media and Communication, RMIT University

This year’s federal election demonstrated that Australia’s media landscape has changed. Big players are no longer “kingmakers” in politics.

Influencers on TikTok and Instagram have seemingly become journalists. Politicians are going on podcasts, and campaign advertising has become memes.

Australia’s news media has historically been concentrated in the hands of a few large companies. Now there are fresh new voices.

But who are these new players? Are they even “journalists”? And to what extent are older media, such as News Corp, still influential?

Too much attention?

Labor’s stunning victory on Saturday night defied even the most optimistic predictions. But it was also evidence of the apparently declining influence of the largest commercial media company operating in Australia, News Corp.

In the recent past, News Corp and its owner Rupert Murdoch were regarded by politicians as a major factor in deciding elections. Getting on Murdoch’s good side was an important goal for budding prime ministers.

But despite its major papers supporting the Coalition at every state and federal election since 2010, the Labor Party still wins elections.

In the aftermath of the Coalition’s smashing defeat, commentators were even openly considering whether the Liberal and National parties were providing Murdoch and its Sky News channel with too much attention.

Analysts have suggested the Coalition’s fixation on “culture wars”, promoted by Sky News television hosts, left them out of touch with the issues ordinary Australians care about. The Coalition’s focus on Welcome to Country ceremonies in the final weeks of the campaign is an example of this tone-deaf misstep.

Read more:
In its soul-searching, the Coalition should examine its relationship with the media

Shifts of influence

The other major feature of this election was the rise of influencers. This started in December last year, when Peter Dutton appeared on Sam Fricker’s podcast. Fricker is a former diver with 168,000 Instagram followers.

Anthony Albanese followed suit in early 2025, when he appeared on Abbie Chatfield’s podcast. Chatfield is a politically progressive Instagram star with more than 560,000 followers.

Influencers weren’t just interviewing politicians, however. They were also reporting the news. In March, a dozen influencers were invited by the Labor Party to participate in the annual budget lock-up.

The privilege of reading the budget ahead of its official launch is usually reserved for journalists, but financial and feminist influencers, among others, were also included.

Some news outlets raised eyebrows at this development, while others expressed concern at reports the Labor Party had funded the travel costs for these influencers.

But what was clear was the government felt it could no longer rely on traditional media to get the message out. Instead, it recognised that influencers are now a major source of news for many people – especially young people.

Read more:
Social media is the new election battleground. Is embracing influencers smart, risky or both?

How do we make sense of this?

Does this mean influencers have replaced journalists? Well, it’s more complicated than that.

Research from the University of Canberra has shown young audiences receive most of their news from social media, and video content is increasingly popular for this demographic. The video platform YouTube has also become a powerhouse for political content, and upstart digital outlets such as The Daily Aus on Instagram have cemented themselves as legitimate news sources.

But we shouldn’t ignore traditional media. The ABC, along with SBS, is still the most trusted news source in Australia. The ABC’s recent election night coverage broke viewership records.

Established media has also been experimenting in digital news. This includes Guardian Australia’s influencer-style TikTok content, and the “Politics Explained” videos produced by the ABC’s multiplatform journalism team.

These developments in Australia reflect what’s been happening in the United States, where legacy outlets such as the LA Times and the Washington Post have become adept at creating fun, accessible and informative news content for digital audiences.

The recent focus on influencers also neglects how Australian news has been facing digital disruption for decades. In the 2010s, BuzzFeed Australia was also producing accessible and millennial-friendly news, and faced similar controversy when its journalists joined the Canberra Press Gallery.

Still, influencers present both opportunities and challenges for news. On the one hand, they can reach audiences who would otherwise be avoiding news. They can provide fresh new perspectives on issues, especially on topics relevant to young people, such as housing.

However, their ambivalent status also can present ethical concerns. Not being bound by newsroom codes of conduct can be freeing, but it can result in the transparency issues we saw in the budget lock-up.

Influencers’ emphasis on “authenticity” can also lead to partisan news coverage. Some influencers who call themselves “citizen journalists” have even been accused of spreading misinformation.

Australia’s news landscape is much more diverse than it used to be. But it’s also more complex than simply a story of old versus new media.

Edward Hurcombe receives funding from the Australian Research Council.

– ref. In the age of the influencer, does the political backing of News Corp matter anymore? – https://theconversation.com/in-the-age-of-the-influencer-does-the-political-backing-of-news-corp-matter-anymore-255876

MIL OSI Analysis – EveningReport.nz –

May 8, 2025

CONTACT:	Lynn Mailliard Kohler
	Director, Global Corporate Communications
	(415) 328-4798

Category: Australia

Appointment of Law Commissioners to the Law Commission

Professor Solène Rowan

Professor Lisa Webley

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Shifts of influence

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