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Annual Financial Report

29th Jan 2026 07:00

RNS Number : 8096Q
Patria Private Equity Trust PLC
29 January 2026
 

Patria Private Equity Trust plc

Legal Entity Identifier (LEI): 2138004MK7VPTZ99EV13

 

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025

 

2025 is PPET's strongest year since 2022 on a NAV Total Return basisand marks 16 consecutive years of positive NAV TR growth.

 

 

Patria Private Equity Trust (the 'Company' or 'PPET'), a FTSE 250 investment company focused on the private equity mid-market today announces its audited results and annual report and accounts for the financial year ending 30 September 2025.

 

HIGHLIGHTS

 

·

NAV - NAV Total Return ('NAV TR') for the 12 months to 30 September 2025 was 10.6%.

·

Share Price - 7% share price total return.

·

Cash Flows - Realisations of £180.2 million and drawdowns of £237.6 million during the year.

·

New Investments - 21 new investments totalling £300.1 million during the year.

·

Outstanding Commitments - Outstanding commitments amounted to £759.3 million and the over-commitment ratio was 33.8% at year-end.

·

Balance Sheet and Liquidity - £294.2 million of short-term resources (comprising cash and undrawn credit facility).

·

Direct Investments - The direct investment portfolio consists of 37 underlying companies and equates to 27.2% of portfolio value.

 

ENGAGED BOARD

· Since the Board commenced share buybacks in January 2024, a total of 5.5 million Ordinary Shares have been bought back, adding 8.5 pence to NAV per share

· Committed to maintaining the value of the dividend in real terms

· Detailed review of PPET strategy alongside the Manager

· Renewed marketing focus on the retail segment with enhanced resources

· Inaugural perception study carried out by independent third party

· Capital Markets Day scheduled for 29 June 2026

 

FOCUS ON THE EUROPEAN MID-MARKET

PPET focuses on the private equity mid-market, targeting long-term total returns through capital growth and quarterly dividends. The Trust offers everyday investors exposure to a diverse underlying portfolio of mid-market private companies that are not otherwise publicly available. PPET has primarily invested in European investments since inception in 2001, because we believe that Europe is the home of the 'primary buyout', where private equity firms buy from founders or families and can add genuine operational value to help these businesses grow. PPET partners with carefully selected, market-leading private equity managers, investing in their funds and directly alongside them into private companies, providing a diversified portfolio principally focused on the European mid-market.  By investing in PPET, investors get exposure to a portfolio that includes more than 600 separate private companies, with the benefits of daily liquidity, quarterly dividends and no performance fee.

 

ALAN DEVINE, CHAIRMAN OF PPET, COMMENTED:

"I am delighted to present the progress of the Company and despite the challenging macroeconomic backdrop PPET continues to perform strongly. Over the past year the Share Price Total return of 7%. As this is my last full year as Chairman, I am proud that during my tenure the Company's share price has increased from 206 pence per share to 640 pence per share, and the NAV increased from 252.2 pence per share to 844.7 pence per share (as at 30 November 2025) and the strategy has shifted to more direct and more mid-market. I wish to thank our shareholders for their feedback and continued support and confidence in the evolution of PPET."

 

ALAN GAULD, LEAD PORTFOLIO MANAGER OF PPET, COMMENTED:

"I am pleased that 2025 is PPET's strongest year since 2022 on a NAV Total Return basis and marks 16 consecutive years of positive NAV TR growth. I remain assured about the longer-term opportunities in the private equity mid-market, with literally thousands of founder or family-owned businesses providing an enormous opportunity set for private equity investors and resultant exposure to everyday investors through the Company."

 

 

FINANCIAL HIGHLIGHTS

As at

As at

As at

30 September

30 September

30 September

2025

2024

2023

NAV per share

845.5p

780.1p

777.7p

Portfolio Return (in Constant Currency)

8.0%

8.8%

9.4%

Total Dividend Per Share (Annualised)

17.6p

16.8p

16.0p

Share Price Discount to NAV*

34.4%

31.4%

43.2%

Net Assets

£1,256.7m

£1,192.1m

£1,195.6m

Ongoing Charges Ratio (OCR) *

1.08%

1.06%

1.06%

* Considered to be an alternative performance measure

KEY PERFORMANCE INDICATORS+

 

As at

As at

30 September

30 September

2025

2024

Share Price Total Return*

7.0%

24.9%

NAV Total Return*

10.6%

2.4%

Gearing*

18.1%

11.8%

Over-commitment Ratio*

33.8%

28.5%

Dividend Yield

3.2%

3.1%

+ Reflects the performance of the Company and a look through of PPET Investments Limited where applicable

* Considered to be an alternative performance measure. 

 

 

 

TEN YEAR FINANCIAL RECORD

 

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Per share data

 

 

 

 

 

 

 

 

 

 

NAV (diluted) (p)

346.4

389.6

430.2

461.9

501.0

673.8

753.2

777.7

780.1

845.5

Share price (p)

267.3

341.5

345.5

352.0

320.0

498.0

410.0

442.0

535.0

555.0

Discount to diluted NAV per Share (%)*+

(22.8)

(12.3)

(19.7)

(23.8)

(36.1)

(26.1)

(45.6)

(43.2)

(31.4)

(34.4)

Dividend per Share (p)

5.4

12.0

12.4

12.8

13.2

13.6

14.4

16.0

 

16.8

17.6

Ongoing charges ratio*+

 0.99

1.141

 1.10

1.09

1.10

1.10

1.06

1.06

1.06

1.082

Returns data

 

 

 

 

 

 

 

 

 

 

NAV Total Return*+*(%)

24.8

14.9

13.3

10.5

11.7

 

37.9

 

14.1

 

5.4

 

2.4

10.6

Share Price Total Return*+ (%)

27.9

31.9

5.8

5.7

(4.6)

 60.6

 (15.1)

 11.7

 24.9

7.0

Portfolio data

 

 

 

 

 

 

 

 

 

 

Net Assets3 (£m)

532.6

599.0

661.4

 710.1

770.3

1,036.0

1,158.1

1,195.6

1,192.1

1,256.7

Top 10 Managers as a % of net assets3

65.0

58.9

63.6

 67.9

67.8

 

62.9

 

65.1

 

64.3

 

62.7

62.1

Top 10 investments as a % net assets3

45.9

47.7

48.4

53.9

48.3

40.3

35.6

29.9

25.1

24.7

 

Source: The Manager.

1 The incentive fee arrangement ended on 30 September 2016. Following the end of the incentive fee period, a single management fee of 0.95% per annum of the NAV of the Company replaced the previous management and incentive fees.

2 Following the introduction of Manager-managed investments in the portfolio, the value of these investments are excluded from NAV when calculating the management fee

3 From 2025, this disclosure includes investments held directly by the Company and investments held by its Subsidiary, PPET Investments Limited

* Considered to be an alternative performance measure.

A Key Performance Indicator by which the performance of the Manager is measured by the Board.

 

 

 

CHAIR'S STATEMENT

 

Introduction

2025 has been a year of resilience and progress for Patria Private Equity Trust plc (the 'Company' or 'PPET'). Despite the challenging macroeconomic backdrop marked by geopolitical uncertainty, FX volatility, and relatively high interest rates, our Company continues to perform strongly.

 

We have made progress on several fronts, at both a Company and portfolio level, with highlights during the financial year to 30 September 2025 ('FY25') including two notable awards: being designated a 'Next Generation Dividend Hero' by the Association of Investment Companies ('AIC') and being awarded the AJ Bell award for 'Best Specialist Active Fund'.

 

Performance

The Company's Share Price Total Return performance during the year was 7.0% (30 September 2024: 24.9%). Whilst this is not as strong as last year, which was aided by a considerable narrowing of the share price discount, it marks another year of share price growth despite challenges in private equity and the broader markets.

 

More pleasing was the performance of the underlying portfolio. The Company's NAV Total Return was 10.6% (30 September 2024: 2.4%), marking the 16th year of positive NAV Total Return growth for PPET.

 

Portfolio growth, in constant currency terms, continued to be resilient at 8.0% (30 September 2024: 8.8%), underpinned by continued strong earnings growth in the portfolio, with average EBITDA growth of 13.1% in our top 100 companies (30 September 2024: 18.1%). Whilst the NAV Total Return underperformed the FTSE All-Share Index return of 16.2%, as public markets continued to perform strongly, it has outperformed the FTSE All-Share Index Return over five and ten years, and we expect the long-term trends to continue. The second half of 2025 was particularly strong, generating a NAV Total Return of 7.9% over six months and is hopefully a sign of positive momentum.

 

Investment Activity

An important factor in private equity is investing through economic and market cycles; timing the market is notoriously difficult. While trading performance is stronger when conditions are favourable, private equity asset valuations tend to be higher. In contrast, when the market backdrop is more challenging, trading performance often slows but there are opportunities to acquire assets at more attractive entry valuations.

 

That's why the Board is supportive of our Manager investing in new opportunities during the more challenging economic times, whilst respecting the PPET balance sheet and ensuring sufficient headroom in case of any worsening in market conditions.

 

During FY25, PPET made new commitments totalling £300.1 million (2024: £195.8 million), across:

 

• Nine primary funds: £193.8 million;

• Three fund secondaries: £61.9 million;

• Six new direct investments: £43.7 million; and

• Three follow-ons in existing direct investments: £0.7 million.

 

At the last AGM, our shareholders approved amendments to our investment objective and policy. As a reminder, the purpose of these amendments was to increase scope for further direct investment activity and clarify that the principal focus of our strategy is the European mid-market. This is an evolution of our investment objective and PPET's portfolio split is currently 63.3% to primary funds, 9.5% to fund secondaries and 27.2% to direct investments.

 

Portfolio Split

 

• Primary funds: 63.3%;

• Fund secondaries: 9.5%

• Direct investments: 27.2%

 

The Board is encouraged by the discrete performance of each of the Primary Funds, Fund Secondaries and Direct Investments during the year. In constant currency, valuation growth across our portfolio was:

 

• Primary investments: 6.8%;

• Fund secondaries: 12.6%; and

• Direct investments: 9.6%

 

Further detail on new investments and the portfolio, including case studies, can be found in the Investment Manager's Review.

 

Portfolio Cash Flows

Portfolio cash flows are cyclical in private equity and linked to M&A activity. The US tariff rhetoric in the first half of FY25 created a great deal of uncertainty and therefore weighed on market activity in the year, particularly exits. PPET saw total drawdowns of £237.6 million (2024: £163.7 million) and total realisations of £180.2 million (2024: £292.3 million) during FY25. As reported in the Manager's Review, realisations were lower in FY25 compared with FY24 due to a large secondary sale undertaken by PPET during FY24.

 

In FY25 PPET completed its first full exit from a direct investment since introducing the strategy in 2019, with the sale of Mademoiselle Desserts to Emmi Group.

 

The Company also achieved a successful partial realisation of its direct investment in European Camping Group, with Abu Dhabi Investment Authority taking a significant minority stake in the business. Our Manager expects to see further direct investment exits during 2026, with several of our portfolio companies currently being prepared for sale.

 

Further detail on portfolio cash flows can be found in the Investment Manager's Review.

 

Liquidity & Balance Sheet

As reported in the last Annual Report, we increased the Company's revolving credit facility ('RCF') on 3 February 2025. The RCF was extended by three years and increased from £300.0 million to £400.0 million with Banco Santander, S.A. and State Street Bank & Trust Company joining the syndicate of banks as new lenders alongside current providers The Royal Bank of Scotland International Limited (London Branch), Société Générale, London Branch and State Street Bank International GMBH ('the Lenders'). NatWest Markets plc continues to act as facility agent and will now also act as security agent to the syndicate of banks.

 

The Company's balance sheet on a consolidated basis remains strong with £294.2 million of short-term resources (cash and undrawn credit facility) at 30 September 2025 (30 September 2024: £317.7 million).

 

Shareholders will note that, as security for the RCF, PPET has established a wholly owned special purpose vehicle ('SPV') on 5 March 2025 through which future investments will be held. The assets of the SPV are subject to a share pledge in favour of the Lenders. This has no impact on the management or operations of the Company and the Board reports on the consolidated performance of PPET and the SPV throughout this Annual Report and its other literature. However, this has changed the way that we present our financial statements. Our financial statements are now prepared in accordance with UK adopted international accounting standards, whereas the Company's previous financial statements were prepared in accordance with Financial Reporting Standard ('FRS') 102. Please see the Notes to the Financial Statements for more information on this change.

 

Share Buybacks and Dividends

The Company's share price discount to NAV ranged between 26.1% and 36.7% during the year, generally narrower when compared with our close peers. At the time of writing, the discount is currently 24.1%. During the year, the Board continued to allocate capital to share buybacks, buying back 4.16 million shares (2.71% of the issued share capital) at a total cost of £22.7 million.

 

The Board also continues to return capital to investors via four interim dividends per annum. The Board is committed to maintaining the value of the dividend in real terms.

 

The total dividend for FY25 was 17.6 pence per share (2024: 16.8 pence per share), with the fourth interim dividend of 4.4 pence per share paid to shareholders on 23 January 2026 taking the total amount of capital returned to shareholders via dividends during the financial year to £26.3 million. At the time of writing this represents a dividend yield of 2.8%. The Company's dividend has increased in real terms for more than ten years, and as a result, the Company is recognised by the AIC as a Next Generation Dividend Hero.

 

Dividend Per Share Progression Over the Last Five Years

2021

2022

2023

2024

2025

13.6p

14.4p

16.0p

16.8p

17.6p

 

Reporting

The Board communicates regularly with shareholders through announcements released via the London Stock Exchange. Following engagement with our Broker and the investment trust analyst community, the Board has decided to transition from monthly estimated NAV announcements to quarterly NAV announcements. We believe that quarterly NAV announcements are better aligned with the valuation cycle of private equity assets and these announcements will provide the opportunity for a more fulsome update on valuation and portfolio changes.

 

To ensure continued and relevant news flow, the Company also intends to highlight portfolio developments more frequently and in greater detail where we believe this would be of interest to analysts and shareholders.

 

The Board welcomes the changes announced by the FCA clarifying the future position of ongoing charges in Key Information Documents, and the future requirement to produce a separate product summary document. We believe that the clarifications will be important in removing barriers to retail and fund investors in our sector. However, there is still work to do as the FCA has a further review of cost disclosures under different regulation in 2026. We will continue to engage constructively with the industry and regulators to advocate for a sensible and proportionate approach for investment trusts to encourage investment into our sector.

 

Invitation to the AGM

The Board invites shareholders to join us for this year's AGM which will include a presentation from the Manager and a Q&A session, followed by a light lunch. This year's AGM will be held at 12:30pm on 25 March 2026 at the Investec Offices, 30 Gresham Street, London, EC2V 7QP. The Board encourages shareholders to attend and those who cannot attend to submit proxy votes on the resolutions proposed in advance.

 

Outlook

The private equity market did not recover in 2025 as I had anticipated when writing last year's Chair's Statement. The uncertainty created by US tariff announcements in April 2025 delayed many M&A processes but I believe that, once uncertainty subsides, we will begin to see the return of healthy levels of buying and selling. We are starting to see early signs of that as I write this Statement.

 

PPET stands to benefit from an increase in activity, especially given that 62% of PPET's portfolio value relates to investments that are four years old or more and theoretically ripe for exit. Given exits tend to be at an uplift to the valuation two quarters prior, an increase in exits should also provide a tailwind to NAV growth.

 

I remain sure about the longer-term opportunities in the private equity mid-market, with literally thousands of founder or family-owned businesses providing an enormous opportunity set for private equity investors. While global uncertainty persists, we believe our mid-market expertise, developed over decades, position us well to identify attractive opportunities and deliver superior returns for PPET shareholders over the years ahead.

 

As I have mentioned in the past, PPET's focus within the mid-market will continue to evolve more towards the lower end, i.e. companies with an enterprise value at entry of between €100 million and €500 million. We believe this is where the opportunity lies over the next decade, with interest rates unlikely to reach zero again, private equity will need to create more 'operational alpha' and 'get their hands dirty' transforming businesses and there is more scope to do so in the mid-market.

 

Following the support of shareholders at the 2025 AGM, I also expect direct investments to continue to increase as a proportion of the PPET portfolio and help drive performance. I also expect PPET will be more active in the secondary investment space, given the recent commitment to Patria Secondary Opportunities Fund V ('SOF V'). Equally, the Manager will also be alive to any opportunities to accelerate liquidity in the portfolio via a secondary sale, as we did in 2024.

 

The Board remains supportive of the Manager and will continue to explore and encourage new ways to market the trust to capture new pools of buyers. As such, we will continue to review the marketing strategy and budget, and the effectiveness of current initiatives.

 

Acknowledgements

Having served on the Board since 2014, and as Chair since 2022, this is my last Chair Statement as I will be stepping down from the Board at the conclusion of the AGM. During my tenure, the Company's share price has increased from 221 pence per share to 640 pence per share, and the NAV increased from 249.8 pence per share to 844.7 pence per share (as at end of November 2025) and the strategy has shifted to more direct and more mid-market.

 

It has been a genuine pleasure to serve the interests of our shareholders during the evolution of both our portfolio and our Manager. I extend my thanks and appreciation to both my fellow Board members and the investment management team for their dedication and expertise in navigating a complex environment and positioning PPET for sustained success.

 

The PPET Board is one of the hardest working Boards I've had the pleasure of chairing. The Board is constantly looking for ways to improve returns for shareholders and I, alongside my fellow Board members, continue to believe that the governance around listed private equity investment companies sets them apart from challenger products. We continue to hold our Manager to account, challenge and support processes, and ensure that all procedures around PPET are undertaken with the best interests of our shareholders at the heart of all decision making.

 

I am delighted that Duncan Budge will be taking over me from as Chair of the Board. He is a worthy successor given his extensive experience as a chair and within the private equity sector and I will be continuing to support PPET's growth and future success as a shareholder.

 

Finally, on behalf of the Board, I would like to thank our shareholders for their continued support and confidence in the evolution of PPET.

 

Alan Devine

Chair of the Board

28 January 2026

 

INVESTMENT MANAGER'S REVIEW

 

Performance

PPET generated a NAV TR of 10.6% (2024: 2.4%) in the 12 months to 30 September 2025, which marks its 16th consecutive financial year of positive NAV TR growth. Its portfolio value grew 8.0% in constant currency over the course of the year (2024: 8.8%). The Manager is pleased with the performance in the context of a challenging macroeconomic backdrop, with increased trade tensions, geopolitical instability and weak consumer confidence.

 

Currency FX was a tailwind to NAV performance during the period, with a strengthening of the Euro, the principal underlying currency of PPET's portfolio, against the Pound Sterling. This outweighed the negative impact of simultaneous depreciation in the value of the US Dollar against Pound Sterling during the period.

 

2025 is PPET's strongest year since 2022 on a NAV TR basis. Both 2023 and 2024 were materially impacted by FX headwinds due to the appreciation of Sterling versus Euro and US Dollar. PPET's annual portfolio growth in constant currency has remained consistently in the 8-10% bracket since interest rate rises in 2022, as the private equity market has worked through a tougher period following sharp interest rate rises in 2022/23. Realised gains during the year were derived from full or partial sales of underlying portfolio companies, which were at an average valuation uplift of 11.9% compared to the unrealised value two quarters prior (2024: 19.3%). The headline realized return from the portfolio exits equated to 2.3 times cost (2024: 2.1 times cost), which we consider a strong performance in what remained a challenging backdrop for private equity managers to conduct successful exit processes.

 

Aside from realisations, a key driver of the performance in 2025 has been the earnings growth of portfolio companies. The vast majority of PPET's underlying portfolio of private companies are growing, profitable and, importantly, cash generative. Many of these businesses are niche market leaders providing mission critical services operating in less cyclical sectors such as Technology, Healthcare, Consumer Staples and certain areas of Business Services.

 

Pence per share

NAV as at 1 October 2024

780.1

Portfolio performance

+89.9

Dividends paid

(17.0)

Management fee, administrative and finance costs

(15.1)

Net loss from other assets

(0.5)

Accretion arising from share buy-back scheme

+8.2

NAV as at 30 September 2025

845.5

 

 

NAV TR and Portfolio Growth

2021

2022

2023

2024

2025

NAV TR

37.9%

14.1%

5.4%

2.4%

10.6%

Portfolio return - constant currency

47.4%

10.5%

9.4%

8.8%

8.0%

 

 

 

2021

2022

2023

2024

2025

Average exit uplift*

41%

20%

18%

26%

12%

* Compared to the valuation two quarters prior to exit

 

Top companies

% of portfolio

Median valuation multiple

Median leverage multiple

Average LTM revenue growth

Average LTM EBITDA growth

10

15.8%

14.8x

3.2x

15.8%

20.3%

20

33.0%

14.6x

3.6x

13.2%

13.7%

50

43.0%

13.8x

3.6x

11.6%

12.5%

100

60.3%

13.7x

3.9x

12.4%

13.1%

* LTM = Last 12 months

 

 

Portfolio Return

 

Primaries

4.5%

Fund Secondaries

1.0%

Directs

2.5%

Portfolio Return in constant currency

8.0%

FX

3.9%

Total

11.9%

 

 

Investments

PPET made 21 new investments totalling £300.1 million during the year (2024: £195.8 million), with £193.8 million in primary funds, £61.9 million in fund secondaries and £44.4 million in direct investments. The amount invested in fund secondaries includes a $50.0 million commitment made to Patria SOF V SCSp, as announced in the interim report.

 

Five-year Investment Trends

 

2021

2022

2023

2024

2025

Primary Funds

£175.7m

£257.2m

£147.5m

£112.9m

£193.8m

Fund Secondaries

£54.5m

£17.1m

£4.6m

£27.8m

£61.9m

Direct investments

£76.9m

£66.1m

£22.6m

£55.2m

£44.4m

 

Primary Funds

£193.8 million was committed to nine new primary funds during the year (2024: £112.9 million into six new primary funds). As a reminder, PPET's primary fund strategy is to partner with private equity firms, principally in Europe, that have genuine sector expertise and operational value creation capabilities with a core mid-market buyout orientation, i.e. focusing on businesses with an enterprise value between €100 million and €1 billion at entry.

 

 

Investment

 

£m

Description

PAI MMF II

26.2

Lower mid-market buyout strategy, with a particular focus on founder-led businesses across France, Spain, Italy and DACH.

Latour Small Cap I

25.7

Principally a French lower mid-market strategy, targeting businesses operating within the industrials or business services sectors.

GEM VI

25.3

Lower mid-market buyout focus, targeting businesses with a degree of complexity in the Benelux region.

Nordic Evo II

24.9

Lower mid-market buyout fund with a focus on companies across the Healthcare, Financial Services, Tech & Payments and Services & Industrial Tech sectors, primarily in Northern Europe.

Impilo II

24.9

Healthcare-focused, lower mid-market strategy, investing in product-focused companies across the Nordics.

IK Small Cap Fund IV

20.8

Pan-European, lower mid-market strategy, seeking opportunities to transform businesses into better-managed, internationalised platforms through strategic M&A.

Hg Saturn 4

18.8

Large-cap, software-focused strategy, with a focus on European headquartered businesses or those with a strong European presence.

WindRose VII

14.8

Mid-market focused healthcare specialist targeting control buyouts and select growth investments in North American healthcare services businesses.

IK Partnership Fund III

12.4

Pan-European minority or co-control buyout strategy, investing in highly resilient, scaled, market-leading businesses alongside blue-chip investor groups and/or well-aligned management teams

 

Fund Secondaries

PPET deployed £23.2 million into two new fund secondaries during the year (2024: £27.8 million into one new fund secondary investment), in addition to making a further $50.0 million commitment to Patria SOF V, thus equating to a total of £61.9 million secondary commitments during the year.

 

Investment

 

£m

Description

Patria SOF V SCSp

38.8

A fund that targets secondary transactions in the private equity mid-market across Europe and North America providing PPET with consistent deployment and broader exposure to fund secondary opportunities in the lower mid-market.

Project Captain

(1st tranche)

13.7

Acquisition of a diversified portfolio of 13 fund interests and one direct investment.

Project Agila

9.5

Acquisition of interests in two European software businesses.

 

Direct Investments

During the year, PPET committed £44.4 million across nine direct investments (2024: £55.2 million). £43.6 million was committed to six new direct investments (2024: £45.5 million) and £0.8 million invested into three follow-on investments in existing direct investments (2024: £9.7 million).

 

New Investments

 

£m

Description

Froneri

8.7

Global producer and distributor of ice cream. Investment made alongside PAI Partners.

Vitrea

8.5

Pan-European rehabilitation provider, with a focus on inpatient care. Investment made alongside PAI Partners.

Agora Makers

8.3

Leading European player in the production of public lighting and street furniture. Investment made alongside Hivest Capital Partners.

Soleo Health (WindRose)

8.0

US-headquartered provider of comprehensive infusion and specialty pharmacy services covering a broad range of disease states, with a focus on chronic and complex conditions. Investment made alongside WindRose Health Investors.

Project Vamos

5.2

A US-based youth development business, with further details not yet disclosed for confidentiality reasons.

Rollakin (Latour Capital)

5.1

A French, online-only distributor of aftermarket mechanical transmission parts. Investment made alongside Latour Capital.

 

 

Follow-on investments

 

£m

Description

European Camping Group

0.3

Partial rollover of proceeds received in the realisation event for European Camping Group during the period.

Boost.ai

0.3

Conversational AI software business for customer care settings.

SuanFarma

0.2

Manufacturer and distribution of pharmaceutical and nutraceutical ingredients.

 

At 30 September 2025 there were 37 direct investments (2024: 32) in PPET's portfolio, equating to 27.2% of NAV (2024: 25.7%). The direct investment portfolio is beginning to mature and we expect to see further realisations in the next 12 months, following PPET's first full exit from the direct portfolio in late 2024 (Mademoiselle Desserts) and a material partial realisation of its interest in European Camping Group this year. The direct portfolio had an average investment age of 2.9 years (2024: 2.9) at 30 September 2025.

 

Portfolio Evolution over Five Years

 

2021

2022

2023

2024

2025

Primary Funds

£780.6m

£826.3m

£899.8m

£769.9m

£870.4m

Fund Secondaries

£121.4m

£137.8m

£117.5m

£104.9m

£130.2m

Direct investments

£105.9m

£228.3m

£244.7m

£302.3m

£374.2m

 

Portfolio

The portfolio is well diversified, which means that there isn't a reliance on one private equity manager, company, geographic region, sector or vintage to drive performance.

 

The underlying portfolio consists of over 650 private companies, largely within the European mid-market. At 30 September 2025, 19 companies equated to more than 1% of net assets (2024: 16), with the largest single exposure being PPET's investment in Action, equating to 3.1% (2024: 2.4%).

 

Geographic Exposure1

At 30 September 2025, 75% of underlying private companies were headquartered in Europe (2024: 76%). PPET's underlying portfolio remains largely oriented to Northwestern Europe, with only 9% of underlying private company exposure in Southern Europe and Central and Eastern Europe (2024: 8%). PPET is well diversified by region across Northwestern Europe, with the Nordics and France being the highest exposures at 16% and 14% respectively (2024: 16% and 13%).

 

North America equates to 24% of the total geographic exposure (2024: 23%), with exposure to the region obtained through European private equity managers that have expanded their operations into North America and US-headquartered lower mid-market private equity managers that PPET partners with for specific sector exposure (e.g. Great Hill Partners in technology, American Industrial Partners in industrials, WindRose in healthcare, and Seidler and Arbor in consumer).

 

% Exposure as at

Geography

30 September 2025

Nordic

16

France

14

United Kingdom

13

Germany

11

Benelux

8

Italy

4

Spain

3

Other Europe

6

North America

24

Other ex-Europe

1

 

1 Based on the latest available information from underlying managers. Figures represent percentage of total value of underlying private company exposure. Geographic exposure is defined as the geographic region where underlying portfolio companies are headquartered.

 

Sector Exposure1

At 30 September 2025, information technology and healthcare represented a combined 45% of the underlying private company exposure (30 September 2024: 44%). When combined with consumer staples, these less cyclical sectors equate to over half of PPET's underlying portfolio at 56% (30 September 2024: 56%). It is worth noting that PPET generally invests in technology businesses that are profitable and business-to-business focused and therefore has relatively low exposure to higher growth, unprofitable technology businesses where the consumer is the customer.

 

The other 44% of the portfolio is exposed to more cyclical sectors, notably industrials, consumer discretionary and financials. That said, there are sub-sectors within these areas that provide growth opportunities, such as fintech, business services and industrial technology. Some examples within our top 20 underlying portfolio companies by value include CFC Underwriting (cybersecurity insurance MGA), Trioworld (sustainable manufacturer of polyethylene film) and Planet (provider of payments solutions for hospitality and retail).

 

 

 

% Exposure as at

Sector

 

30 September 2025

Information technology

23

Healthcare

22

Industrials

17

Consumer discretionary

12

Consumer staples

11

Financials

8

Materials

4

Utilities

1

Energy

1

Telecommunication services

1

 

1 Based on the latest available information from underlying managers. Figures represent percentage of total value of underlying private company exposure.

 

 

Maturity Analysis1,2

The Manager does not try to time the market with respect to PPET, instead aiming for consistent exposure across recent vintage years. Usually, there is an even split of portfolio companies at the underlying level that are approaching maturity (held for more than four years) and companies typically still in the value creation phase (held for less than four years). However, with the slowdown in the exit market since 2022/23, PPET's portfolio contains a higher inventory of mature investments, with 62% being in vintages of four years or more (30 September 2024: 52%) which should help to underpin distributions as we look ahead.

 

Holding period

 

30 September 20254

1 year

14%

2 years

12%

3 years

12%

4 years

23%

5 years

16%

>5 years

23%

 

1 Based on the latest available information from underlying managers. Figures represent % of total value of underlying private company exposure.

2 The holding period is the length of time that an underlying portfolio company has been held since its initial investment date by the Company.

 

Cash Flows

Top Drawdowns

Amount

Nordic Capital Fund XI

£9.6m

Nordic Capital Evolution Fund

£8.8m

Nutripure Co-Invest SCSp (Direct investment in Nutripure)

£8.6m

Vamed 2 Co-Invest SCSp (Direct Investment in Vitrea)

£8.6m

Hg Mercury 4

£8.3m

WR Riviera Co-Invest, LP (Direct investment in Soleo Health)

£8.1m

Vitruvian V

£7.3m

FPCI Iron Institutionals AgilaCapital

£7.1m

ArchiMed - Med Platform 2

£7.0m

Permira Growth Opportunities II

£6.9m

 

In addition to the top drawdowns above, the Company made £157.3 million of drawdowns to other investments during the period.

 

Drawdowns

£237.6 million was drawn down during the period (2024: £163.7 million), primarily for investment into existing and new underlying portfolio companies. £148.9 million of this figure related to primary fund drawdowns (2024: £118.5 million), with the remainder related to direct investments and fund secondaries. It is worth reiterating that drawdowns relating to direct investments and fund secondaries are directly under the Manager's control.

 

Fund drawdowns increased by ~25% year-over-year during the period. While private equity M&A activity remained depressed relative to historic levels, there were early signs of a recovery during the period which has influenced drawdowns. Drawdowns during the period were mainly used to fund new investments, with notably large drawdowns relating to the following underlying portfolio companies:

 

·

Ctaima (Hg Mercury 4) - Provider of software and services for contractor management, health and safety, and compliance.

·

ZimVie (ArchiMed - Med Platform 2) - Global life sciences business with a focus on the dental implant market.

·

Octime (IK Partnership III) - Provider of workforce management software solutions.

·

Gjaltema (GEM Benelux VI) - Equipment rental business in the construction sector.

·

Delta Tecnic (Investindustrial Growth III) - Speciality chemical manufacturer principally serving the wire and cables sector.

 

Private equity funds usually have credit facilities to finance new investments initially before drawing the capital from investors. We estimate that PPET had around £128.7 million held on these underlying fund credit facilities at 30 September 2025 (2024: £111.2 million), and we expect that this will be drawn over the next 12 months.

 

Top Realisations

Amount

Capiton VI

£19.7m

ECG Co-Invest SLP (Direct investment in European Camping Group)

£13.0m

TowerBrook Investors IV (In specie)

£8.1m

MSouth Equity Partners IV

£7.7m

Triton Fund V

£6.5m

Alphaone International S.a.r.l. (Direct investment in Mademoiselle Desserts)

£6.5m

HgCapital 8

£6.4m

IK Fund VIII

£6.0m

Bridgepoint Europe VI

£5.9m

Structured Solutions IV Primary Holdings

£4.7m

 

In addition to the top distributions per the chart above, the Company received £69.0 million of distributions from other investments and generated a further £26.7 million of proceeds from secondary sales during the period.

 

Realisations

Total realisations (distributions and secondary sales) were £180.2 million during the year (2024: £292.3 million). This is meaningfully lower than 2024 principally due to the large secondary sale we undertook in the prior year, which contributed £143.7 million to realisations in 2024. After adjustment for secondary sales, there was a modest increase in distribution activity from the PPET portfolio during the period, with £153.5 million distributed from investments during the 12 months to 30 September 2025 (2024: £148.6 million), which equates to 13% of opening portfolio value. The largest distributions from the fund portfolio during the period related to the full exits of the following underlying portfolio companies, with the relevant funds stated in brackets:

 

·

Gritec (Capiton VI) - Provider of stations and solutions for power grid infrastructure.

·

Summit Spine (MSouth Equity Partners IV) - Provider of interventional pain management services.

·

Citation (HgCapital 8) - Tech-enabled compliance and certification solutions for small to medium-sized enterprises.

·

Mademoiselle Desserts (IK Fund VIII) - Manufacturer of premium frozen pastries.

·

Dorna (Bridgepoint Europe VI) - Global sports rights management company with a focus on motorcycle racing championships.

 

While secondary sales contributed to realisations received during the period, these relate to the portfolio sale completed in the prior financial year. Three interests in this portfolio did not formally transfer until Q4 2024 and therefore total sales value relating to such interests have been recorded in the 2025 financial year.

 

While distribution activity remained depressed over the period, PPET still delivered annual realisations equating to 15% of opening value. Due to the diversified and high-quality nature of PPET's portfolio, we continue to see a steady stream of realisations coming through. As M&A activity recovers, and private equity exits pick-up, we would expect to see an increased cadence of realisations.

 

 

Outstanding Commitments

Outstanding commitments at the year-end amounted to £759.3 million (30 September 2024: £652.7 million), representing a meaningful increase compared to the prior year. This is underpinned by increased primary investment activity, with nine new primary investments made in the year to 30 September 2025 (30 September 2024: six). This is reflective of several core PPET managers returning to market with new funds during the period. However, the strengthening of Euro relative to Sterling during the year, also contributed to the increase in outstanding commitments.

 

The value of outstanding commitments in excess of liquid resources as a percentage of portfolio value (referred to as the 'over-commitment ratio') was 33.8% at 30 September 2025 (30 September 2024: 28.5%). This increase compared to the prior year is principally the result of higher new investment activity which contributed to the increase in outstanding commitments during the period. PPET's balance sheet remains in a position that the Manager is comfortable with, retaining £294.2 million of available short-term resources (cash and undrawn credit facility) as of 30 September 2025.

 

The Manager looks to manage the over-commitment ratio between 30% and 65%, recognising there is likely to be some variability depending on the economic and market cycle. PPET's outstanding commitments and the over-commitment ratio have been broadly consistent over the last five years.

 

£ Million

Outstanding commitments at 1 October 2024

652.7

Fund investment drawdowns, excluding in specie transactions

(153.9)

Direct investment and secondary funding

(76.4)

New commitments

+300.1

Foreign exchange impact

+26.4

Cancelled unfunded commitments

(10.7)

Recallable transactions

+21.1

Outstanding commitments at 30 September 2025

759.3

 

Outstanding Commitments (five-year evolution)

 

2021

2022

2023

2024

2025

Outstanding commitments

£557.1m

£678.9m

£652.0m

£652.7m

£759.3m

Outstanding commitments as a % of portfolio NAV*

32.5%

42.8%

35.2%

28.5%

33.8%

*in excess of undrawn loan facility and resources available for investment

 

 

Balance Sheet and Liquidity

The balance sheet remains in a strong position with cash at 30 September 2025 of £121.5 million (30 September 2024: £28.4 million) across the Company and its Subsidiary and £172.6 million remaining undrawn of its £400.0 million RCF (30 September 2024: £159.4 million1), totalling £294.2 million of short-term resources (30 September 2024: £317.8 million).

 

 

Outlook

The key question is whether 2026 will be the year when momentum finally returns to the private equity exit market. 12 months ago, we held a cautiously optimistic view that the exit market would begin to recover in 2025. However, geopolitical uncertainty - notably US tariff rhetoric - dampened M&A activity materially in the first half of the year. Only in the second half of 2025 did we start to see exit activity begin to pick up again.

 

Recently market sentiment has started to improve, with talk around greater momentum in deal processes and both financial and trade buyers being back in the market. There is some early evidence that this talk has some substance as we have seen several exits from the PPET portfolio announced following the financial year-end, including GTreasury, Intelerad (both by Hg), Innovad Group (by IK Partners), Clario (by Nordic Capital), Evac (by Bridgepoint), Azul Systems (by Vitruvian) and our direct investment in Uvesco (via PAI Partners). Should this mark the beginning of a sustained period of stability for dealmaking and exits, it would provide a welcome boost for the asset class, including listed private equity trusts like PPET.

 

From a new investment point of view, we are delighted that PPET has remained active over recent times and have conviction that these last few years will prove to be a good period for investment. In contrast to the euphoric market conditions in 2021, the last three years have been characterised by a less intense competitive environment, resulting in longer periods of investment due diligence and more sensible valuations and leverage. That bodes well for future investment returns.

 

Almost all new investments PPET makes have a mid-market orientation. During 2025, 78% of new investments by commitment were focused on the lower mid-market (€100 million-€500 million EV at entry). This is a sign of things to come for PPET, as we see the lower mid-market as the most attractive segment in the buyout market. It's a segment where you are typically buying from founders and families, or carving a business out of a large enterprise, and therefore there is more opportunity to create value in the business and there are more options on who to eventually sell the business to. We don't expect interest rates to return to zero in the coming years and therefore operational value creation will be critical to future returns.

 

In line with PPET's revised Investment Policy, we will continue to look to increase the proportion of direct investments in the PPET portfolio, alongside our core managers, which will reduce the underlying costs borne by PPET and therefore provide the potential for greater performance. We expect direct investments to equate to around 30%-35% of the portfolio by value over the short-term, consisting of a portfolio of around 35-40 private companies.

 

The private equity secondary market continues to grow and mature, and remains highly relevant to PPET's approach, both from a buy-side and sell-side perspective. We believe there are many interesting investment opportunities in the secondary market and PPET will capture more of these over the coming years, both directly and via its commitment in Patria SOF V. That said, we will also continue to actively manage our portfolio and opportunistically accelerate liquidity via secondary sales.

 

To conclude, the PPET portfolio continues to perform resiliently and remains well positioned for a pick-up in market activity levels. Any uptick in private equity exits should result in an increase in distributions to PPET and be a tailwind to NAV growth, given portfolio exits in PPET tend to trade at an uplift to their last bottom-up valuation. Furthermore, PPET is in a strong balance sheet position and has ample firepower to continue making new, mid-market investments in the years ahead. As such, we are excited about the potential for PPET as we look forward to 2026.

 

Alan Gauld,

Lead Investment Manager and Senior Investment Director

for Patria Capital Partners LLP

28 January 2026

 

 

30 LARGEST UNDERLYING COMPANIES

The following represents the 30 largest underlying private companies which are indirectly held by the Company, or its Subsidiary, its fund investments and/or direct investments.

 

1

3.1% of NAV (2024: 2.4%)

Action

Sector: Consumer Staples

Location: Netherlands

Year of Investment: 2020

Private Equity Manager: 3i Group plc

Investment: 3i 2020 Co-investment 1 SCSp

Company Website: www.action.nl

Since its establishment in 1993, Benelux-based Action has grown into the leading non-food discount retailer in Europe with more than 3,100 stores and close to 80,000 employees.

2

2.2% of NAV

(2024: 2.1%)

Wundex

Sector: Healthcare

Location: Germany

Year of Investment: 2021

Private Equity Manager: Capiton AG

Investment: Capiton VI Wundex Co-Investment / Capiton VI

Company Website:

www.wundex.com

Wundex is a leading home care provider for patients with chronic wounds. The company's qualified wound managers provide home care services that enable faster and more effective wound treatment and significantly reduce the workload of general care providers and physicians, backed by an integrated digital platform.

 

In addition to treatment services, the company also offers a complete range of 60,000 home care products and decubitus systems. With its three business units: home care services, home care products and decubitus systems, Wundex has built a fully integrated unique home care offering.

 

3

2.2% of NAV (2024: 1.9%)

Visma

Sector: Information Technology

Location: Norway

Year of Investment: 2020

Private Equity Manager: HgCapital

Investment: Hg Vardos Co-invest L.P/Hg Saturn 2/Hg Saturn 3/Hg Vega Co-Invest L.P.

Company Website:

www.visma.com

Visma is the leading provider of mission-critical business software to small and medium-sized companies and the public sector outside of North America. Headquartered in Oslo, the company provides approximately 1.9 million paying customers with SaaS solutions covering: accounting, resource planning, payroll, procurement and transaction processing. It is the largest provider of cloud/SaaS to these sectors outside of North America, with ~€2.5 billion in annual recurring revenue and customers in ~30 countries.

 

4

1.5% of NAV (2024: 1.5%)

Uvesco

Sector: Consumer Staples

Location: Spain

Year of Investment: 2022

Private Equity Manager: PAI Partners

Investment: Uvesco Co-Invest SCSp/PAI Mid-Market I

Company Website: www.uvesco.es

Uvesco is a leading food retailer in the North of Spain with a growing presence in Madrid. The company follows a differentiated model based on proximity stores and a high-quality offering, including a significant fresh product component that is locally sourced and sold through its network of over 270 stores across six regions.

 

5

1.5% pf NAV (2024: 1.3%)

CDL

Sector: Healthcare

Location: United States

Year of Investment: 2021

Private Equity Manager: Excellere Capital Management LLC

Investment: CDL Coinvestment SPV / Excellere Partners Fund IV

Company Website: www.cdlnuclear.com

Leading national provider of comprehensive cardiac PET (position emission tomography) and nuclear medicine delivery solutions to independent cardiology practices and hospitals in the US. CDL enables its clients to offer their patients access to advanced molecular imaging technology that facilitates greater diagnostic precision, higher quality care, and mitigates utilisation of higher-risk, and otherwise unnecessary, invasive procedures.

 

6

1.5% of NAV (2024: 1.5%)

Namsa

Sector: Healthcare

Location: United States

Year of Investment: 2020

Private Fund Manager: ArchiMed SaS

Investment: MPI-COI-NAMSA SLP

Company Website: www.namsa.com

NAMSA is the global industry-leading Contract Research Organisation for preclinical and clinical medical device companies, and a global market leader in preclinical and biocompatability testing.

7

1.3% of NAV (2024: 0.1%)

Vitrea

Sector: Healthcare

Location: Austria

Year of Investment: 2024

Private Fund Manager: PAI Partners

Investment: Vamed 2 Co-Invest SCSp / PAI Mid-Market Fund SCSp

Company Website: www.vitrea-health.com

Vitrea's rehabilitation business operates 67 clinics and care centres across Germany, Austria, Switzerland, the Czech Republic and the UK, serving more than 100,000 patients annually. Supported by around 10,000 highly-skilled staff, the unit provides a comprehensive range of inpatient and outpatient rehabilitation services, as well as specialist acute care. The business follows a multidisciplinary approach to patient care, with areas of expertise including neurology, orthopaedics, psychosomatics and cardiology.

 

8

1.3% of NAV (2024: 1.4%)

CFC

Sector: Financials

Location: United Kingdom

Year of Investment: 2022

Private Equity Manager: Vitruvian Partners

Investments: CFC Continuation Fund/Vitruvian IV

Company Website: www.cfc.com

CFC is a technology-led insurance platform and has become a global leader and category innovator in the cyber insurance market.

9

1.3% of NAV (2024: 1.3%)

Trioworld

Sector: Industrials

Location: Sweden

Year of Investment: 2018

Private Equity Manager: Altor Equity Partners

Investment: Altor Fund V

Company Website: www.trioworld.com

Trioworld is one of the leading manufacturers of polyethylene film globally with 18 factories across Sweden, Denmark, France, the UK, the Netherlands, Germany and Canada, as well as three recycling sites in Sweden, Denmark and France. Trioworld develops technologically advanced polyethylene products with sustainability and recycling as key focus. Operations are organised into five reporting divisions: Stretch Film, Industrial Film, Consumer Packaging, Health Care Film, and Carrier Bags.

 

10

1.2% of NAV (2024: 1.7%)

Access

Sector: Information Technology

Location: UK

Year of Investment: 2018

Private Equity Manager: HgCapital

Investment: Hg Saturn 3/HgCapital 8

Company Website: www.theaccessgroup.com

Founded in 1991, the Access Group ('Access') is a leading UK mid-market Enterprise Resource Planning business, providing financial management systems and human capital management software, as well as industry specific software solutions. Access' software helps over 75,000 customers across commercial and not-for-profit organisations to work efficiently, with expertise across numerous industries

11

1.2% of NAV

Funecap

Year of Investment: 2021

Fund / Co-investment: Latour Co-invest Funecap / Latour Co-invest Funecap II / Latour IV

 

Operator of funeral infrastructures and services

12

1.2% of NAV

NOBA

Year of Investment: 2018

Fund / Co-investment: Nordic Capital VIII /

Nordic Capital Fund IX

 

Digital consumer bank

13

1.2% of NAV

Froneri

Year of Investment: 2019

Fund / Co-investment: PAI Strategic Partnerships SCSp / PAI Europe VII

 

Leading independent global ice cream manufacturer

14

1.1% of NAV

Groupe NGE

Year of Investment: 2021

Fund / Co-investment: MI NGE S.L.P.

Multi specialist and independent French public works provider

15

1.1% of NAV

Undisclosed*

Year of Investment: 2021

Fund / Co-investment: Undisclosed

Medical aesthetics product manufacturer

16

1.1% of NAV

Nutripure

Year of Investment: 2024

Fund / Co-investment: Nutripure Co-Invest SCSp / PAI Mid-Market Fund SCSp

 

Digital holistic sports and health supplements platform

17

1.0% of NAV

Systra

Year of Investment: 2024

Fund / Co-investment: Latour Co-Invest Systra / Latour Capital IV

 

Global consulting and transportation engineering company

18

1.0% of NAV

ACT

Year of Investment: 2021

Fund / Co-investment: Arbor Co-Investment LP / Bridgepoint Europe VI

 

Leading global provider of market-based carbon footprint reduction solutions

19

1.0% of NAV

Soleo Health

Year of Investment: 2025

Fund / Co-investment: WR Riviera Co-Invest, LP / WindRose Health Investors Fund VI

 

Premier home and ambulatory site infusion provider

20

0.9% of NAV

GoodLife

Year of Investment: 2023

Fund / Co-investment: IK IX Luxco 15 S.a.r.l. / IK IX

 

Manufacturer of frozen snacks

21

0.9% of NAV

HRworks

Year of Investment: 2023

Fund / Co-investment: Maguar Continuation Fund I GmbH & Co. KG

 

HR software provider

22

0.9% of NAV

Questel

Year of Investment: 2020

Fund / Co-investment: IK Co-invest Questel / IK IX

 

IP management software provider

23

0.9% of NAV

Planet

Year of Investment: 2021

Fund / Co-investment: Eurazeo Payment Luxembourg Fund SCSp

 

Leading provider of integrated payment solutions for hospitality and retail

24

0.9% of NAV

ECG

Year of Investment: 2021

Fund / Co-investment: ECG Co-invest SLP / PAI Europe VII / PAI Europe VIII / ECG 2 Co-invest SLP

 

European leader in outdoor accommodation market

25

0.9% of NAV

Docplanner

Year of Investment: 2023

Fund / Co-investment: One Peak Co-invest III LP

 

Leading global online healthcare platform

26

0.8% of NAV

Ourvita

Year of Investment: 2023

Fund / Co-investment: Ourvita Build-Up SCSp / Investindustrial Growth III

 

Leading specialist in development and manufacturing of vitamins and supplements

27

0.8% of NAV

La Doria

Year of Investment: 2022

Fund / Co-investment: Investindustrial VII

Manufacturer of private label food products

28

0.7% of NAV

IFS & Workwave

Year of Investment: 2023

Fund / Co-investment: Hg Saturn 3

Management solutions and software

29

0.7% of NAV

Ivalua

Year of Investment: 2024

Fund / Co-investment: FPCI Alma AgilaCapital / FPCI Iron Institutionals AgilaCapital / Hg Genesis 10

 

Global leading provider of Source-to-Pay (S2P) software vendor

30

0.7% of NAV

Norican

Year of Investment: 2015

Fund / Co-investment: Altor Fund V

Metallic parts formation and

preparation industry

Notes:

This disclosure is based on latest available information at 30 September 2025. All % of NAV figures are based on gross valuations based on an estimate of

the share of the underlying investment, before any carry provision.

The underlying private companies above are held either through the Company's or Subsidiary's direct fund and/or direct investments. Underlying private

companies held through Company or Subsidiary fund of fund investments are not included in this analysis

The year of investment is disclosed as the first year of investment by a portfolio investment.

* For confidentiality reasons, the name of certain investments cannot be disclosed. These are therefore labelled as 'undisclosed'.

 

TEN LARGEST INVESTMENTS

at 30 September 2025

 

1

 

3.1% of NAV

(30 September 2024: 2.4%)

Altor

Invests in mid-market companies in the Nordics and DACH regions, often with a sustainability angle. Altor principally focuses on niches within the industrial, business services, financial services and consumer sectors.

Fund Size: €2.6bnStrategy: Mid-market buyoutsEV of investments: €150m-€1bnGeography: Northern Europe

Website: www.altor.com

Altor Fund V

30/09/25

30/09/24

Value (£'000)

38,721

28,157

Cost (£'000)

31,206

26,836

Commitment (€'000)

43,000

43,000

Income (£'000)

333

28

 

 

2

 

3.1% of NAV

(30 September 2024: 2.4%)

Action

Since its establishment in 1993, Benelux-based Action has grown into the leading non-food discount retailer in Europe with more than 3,100 stores and close to 80,000 employees.

Fund Size: €2.5bn

Sector: Consumer staples

Location: Netherlands

Year of Investment: 2020

Private Equity Manager: 3i Group plc

Investment: Co-investment

Company Website: www.action.nl

 

 

 

3i 2020 Co-investment 1

SCSp

30/09/25

30/09/24

Value (£'000)

38,386

28,874

Cost (£'000)

6,374

6,374

Commitment (€'000)

7,939

7,939

Income (£'000)*

-

-

 

 

3

 

2.7% of NAV

(30 September 2024: 3.0%)

Nordic Capital

Invests in mid-market to large-sized companies principally in the healthcare and technology and payments sectors, but with some exposure to financial services and business services. Invests mainly in Northern Europe but can make healthcare investments in the US.

Fund Size: €4.3bnStrategy: Mid to large buyoutsEnterprise Value of investments: €200m-€800mGeography: Northern Europe (Global in Healthcare)Website: www.nordiccapital.com

Nordic Capital Fund IX

 

 

Value (£'000)

30/09/25

30/09/24

Value (£'000)

34,372

35,275

Cost (£'000)

23,947

23,786

Commitment (€'000)

30,000

30,000

Income (£'000)*

-

-

 

4

 

2.6% of NAV

(30 September 2024: 2.8%)

Structured Solutions IV Primary Holdings

A diversified secondary transaction comprising large-cap

buyout funds in Europe and the US.

Fund Size: $125mStrategy: VariousEnterprise Value of investments: $500m-$5bnGeography: Europe and North America

 

 

 

Structured Solutions IV

Primary Holdings

30/09/25

30/09/24

Value (£'000)

33,187

32,786

Cost (£'000)

29,887

29,749

Commitment ($'000)

62,500

62,500

Income (£'000)

-

-

 

5

 

2.59% of NAV

(30 September 20243: 2.9%)

Altor

Invests in mid-market companies in the Nordics and DACH regions, often with a sustainability angle. Altor principally focuses on niches within the industrial, business services, financial services and consumer sectors.

Fund Size: €2.6bnStrategy: Mid-market buyoutsEnterprise Value of investments: €150m-€1bnGeography: Northern EuropeWebsite: www.altor.com

 

 

 

Altor Fund IV

30/09/25

30/09/24

Value (£'000)

31,764

34,368

Cost (£'000)

30,384

30,347

Commitment (€'000)

55,000

55,000

Income (£'000)*

51

308

 

6

 

2.2% of NAV

(30 September 2024: 2.2%)

Triton

Targets mid-market companies that are operating below their full potential in the industrials, business services and healthcare sectors in Northern and Western Europe.

Fund Size: €5.3bnStrategy: Mid-market buyoutsEV of investments: €150m-€750mGeography: Northern and Western EuropeWebsite: www.triton-partners.com

 

 

 

Triton Fund V

30/09/25

30/09/24

Value (£'000)

27,645

26,636

Cost (£'000)

17,511

16,766

Commitment (€'000)

30,000

30,000

Income (£'000)

-

23

 

7

 

2.2% of NAV

(30 September 2024: 2.5%)

PAI Partners

Targets upper mid-market businesses in Western Europe, with a particular focus on continental Europe. Typically invests in market leaders across healthcare, business services, food and consumer goods, and industrials sector.

Fund Size: €5.1bnStrategy: Upper Mid-market buyoutsEnterprise Value of investments: €300m - €1.2bnGeography: Western Europe

Website: www.paipartners.com

 

 

 

PAI Europe VII

30/09/25

30/09/24

Value (£'000)

27,390

29,466

Cost (£'000)

19,386

22,724

Commitment (€'000)

30,000

30,000

Income (£'000)*

-

-

 

8

 

2.1% of NAV

(30 September 2024: 1.9%)

American Industrial Partners

Invests in North American-headquartered industrial companies, using the firm's deep operational and engineering capabilities to transform acquired companies.

Fund Size: $3.1bnStrategy: Industrial buyoutsEnterprise Value of investments: $100m-$2bnGeography: North AmericaWebsite: www.americanindustrial.com

 

 

 

American Industrial Partners VII

30/09/25

30/09/24

Value (£'000)

26,875

23,010

Cost (£'000)

16,371

15,335

Commitment ($'000)

20,000

20,000

Income (£'000)*

1,567

1,213

 

9

 

2.1% of NAV

(30 September 2024: 2.0%)

Investindustrial

Targets mid-market companies within the industrial manufacturing, healthcare and services, and consumer sectors, with a particular focus on Southern Europe, utilising Investindustrial's global platform to accelerate value creation and international expansion.

Fund Size: $3.8bnStrategy: Mid-market buyoutsEnterprise Value of investments: $100m - $1.5bnGeography: North America

Website: www.paipartners.com

 

 

 

Investindustrial VII

30/09/25

30/09/24

Value (£'000)

26,861

23,444

Cost (£'000)

15,353

14,908

Commitment (€'000)

25,000

25,000

Income (£'000)

4

15

 

 

 

10

 

2.1% of NAV

(30 September 2024: 2.0%)

IK Partners

Minority/co-control positions in mid-market businesses in Northern Continental Europe across business services, consumer/food, healthcare and industrials.

Fund Size: €336mStrategy: Mid-market minority buyoutsEV of investments: €200m-€500mGeography: Northern EuropeWebsite: www.ikpartners.com

 

 

 

IK IX

30/09/25

30/09/24

Value (£'000)

26,647

24,327

Cost (£'000)

20,792

20,769

Commitment (€'000)

25,000

25,000

Income (£'000)*

-

-

 

This information has been prepared by the Manager and has not been approved by the General Partners of the Investments or any of their Associates.

Income figures are for the period ended 30 September 2025 and 30 September 2024 respectively.

The Company's position in Action is held through 3i 2020 Co-investment 1 SCSp, a special purpose vehicle managed by 3i as co-investment lead.

 

INVESTMENT PORTFOLIO

at 30 September 2025

 

Vintage

Investment

Fund / Direct

Number of investments

Outstanding commitments£'000

Cost£'000

Company Valuation£'0001

Subsidiary valuation £'0002

Net multiple3

% of NAV

2019

Altor Fund V

Fund

18

3,801

31,206

38,721

1.5x

3.1

2019

3i 2020 Co-investment 1 SCSp

Direct

1

-

6,374

38,386

6.7x

3.1

2018

Nordic Capital Fund IX

Fund

11

14,415

23,947

34,372

1.8x

2.7

2021

Structured Solutions IV Primary Holdings

Fund

57

10,815

29,887

33,187

1.3x

2.6

2014

Altor Fund IV

Fund

14

8,172

30,384

31,764

1.7x

2.5

2019

Triton Fund V

Fund

19

6,553

17,511

27,645

1.7x

2.2

2019

PAI Europe VII

Fund

18

3,044

19,386

27,390

1.5x

2.2

2019

American Industrial Partners VII

Fund

17

2,776

16,371

26,875

1.8x

2.1

2020

Investindustrial VII

Fund

13

7,132

15,353

26,861

1.6x

2.1

2020

IK IX

Fund

15

567

20,792

26,647

1.3x

2.1

2021

Nordic Capital Evolution Fund

Fund

11

4,071

21,699

26,144

1.2x

2.1

2021

IK Partnership II

Fund

6

610

20,875

25,363

1.2x

2.0

2020

Vitruvian IV

Fund

25

2,653

19,168

25,284

1.3x

2.0

2021

Capiton VI Wundex Co-Investment

Direct

1

3,219

2,914

24,490

5.0x

1.9

2020

Nordic Capital X

Fund

16

6,734

18,422

23,137

1.4x

1.8

2021

Triton Smaller Mid-Cap Fund II

Fund

12

9,398

12,137

21,728

1.7x

1.7

2021

Advent Technology II-A

Fund

17

7,429

17,141

21,616

1.3x

1.7

2022

Nordic Capital Fund XI

Fund

16

7,807

17,781

21,503

1.2x

1.7

2014

CVC VI

Fund

19

1,191

13,665

19,996

2.2x

1.6

2020

MPI-COI-NAMSA SLP

Direct

1

91

6,776

19,864

2.6x

1.6

2022

ArchiMed - Med Platform 2

Fund

6

10,654

15,111

19,046

1.3x

1.5

2015

Exponent Private Equity Partners III, LP.

Fund

7

2,600

19,396

18,991

1.7x

1.5

2017

CVC Capital Partners VII

Fund

28

2,474

10,437

18,829

2.0x

1.5

2022

Advent International Global Private Equity X

Fund

25

11,808

14,239

18,517

1.3x

1.5

2020

PAI Mid-Market Fund SCSp

Fund

11

3,758

15,884

18,482

1.3x

1.5

2021

Excellere Partners Fund IV

Fund

5

16,147

10,788

17,990

1.5x

1.4

2022

Hg Saturn 3

Fund

7

11,795

15,247

17,431

1.1x

1.4

2013

Nordic Capital VIII

Fund

7

2,964

17,531

16,149

1.6x

1.3

2022

Uvesco Co-invest

Direct

1

2,226

6,316

16,011

2.3x

1.3

2020

Seidler Equity Partners VII L.P.

Fund

7

405

13,674

15,959

1.2x

1.3

2023

Hg Mercury 4

Fund

9

14,249

11,638

15,661

1.3x

1.2

2021

Permira Growth Opportunities II

Fund

15

11,330

16,673

15,494

0.9x

1.2

2017

HgCapital 8

Fund

4

433

3,066

15,374

2.7x

1.2

2021

MI NGE S.L.P.

Direct

1

843

8,153

15,073

1.8x

1.2

2019

PAI Strategic Partnerships SCSp

Fund

2

56

6,722

14,684

2.2x

1.2

2021

MPI-COI-PROLLENIUM SLP

Direct

1

1,414

7,159

13,846

1.9x

1.1

2022

PAI Europe VIII

Fund

10

14,260

11,609

13,578

1.2x

1.1

2021

WindRose Health Investors Fund VI

Fund

10

4,299

11,077

13,515

1.2x

1.1

2025

Vamed 2 Co-Invest SCSp

Direct

1

-

8,603

13,147

1.5x

1.0

2019

MSouth Equity Partners IV

Fund

13

1,088

9,360

12,845

1.6x

1.0

2024

Nutripure Co-Invest SCSp

Direct

1

-

8,620

12,728

1.5x

1.0

2020

Hg Saturn 2

Fund

7

3,197

8,563

12,633

1.4x

1.0

2021

CDL Coinvestment SPV

Direct

1

-

2,381

12,191

2.9x

1.0

2020

Hg Genesis 9

Fund

12

4,051

7,315

11,836

1.5x

0.9

2022

Arbor Co-Investment LP

Direct

1

-

8,375

11,452

1.4x

0.9

2016

IK Fund VIII

Fund

5

2,138

8,273

11,272

1.9x

0.9

2019

Bridgepoint Europe VI

Fund

16

541

8,301

11,166

1.4x

0.9

2022

Hg Genesis 10

Fund

10

16,083

9,960

11,150

1.1x

0.9

2022

Altor Fund VI

Fund

11

14,141

10,486

11,110

1.3x

0.9

2023

Maguar Continuation Fund I GmbH & Co. KG

Direct

1

690

5,452

11,051

1.8x

0.9

2021

Eurazeo Payment Luxembourg Fund SCSp

Direct

1

890

8,000

11,002

1.4x

0.9

2023

One Peak Co-invest III LP

Direct

1

-

9,434

10,848

1.1x

0.9

2022

Investindustrial Growth III

Fund

5

17,518

8,529

10,665

1.3x

0.8

2021

Great Hill Equity Partners VIII

Fund

13

3,989

11,351

10,419

0.9x

0.8

2020

Patria SOF IV Feeder LP

Fund

51

2,195

6,495

10,368

1.6x

0.8

2014

PAI Europe VI

Fund

11

1,451

5,044

10,318

1.9x

0.8

2023

IK IX Luxco 15 S.a.r.l.

Direct

1

-

7,773

10,041

1.3x

0.8

2020

Hg Vardos Co-invest L.P.

Direct

1

-

4,245

9,892

2.2x

0.8

2025

WR Riviera Co-Invest, LP

Direct

1

-

8,071

9,892

1.2x

0.8

2021

VIP SIV I LP

Direct

1

4,904

4,843

9,811

1.9x

0.8

2024

Latour Co-Invest Systra

Direct

1

2,153

6,775

9,398

1.4x

0.7

2020

Vitruvian III

Fund

25

1,103

4,997

9,023

2.3x

0.7

2021

IK Co-invest Questel

Direct

1

-

8,658

8,772

1.0x

0.7

2023

Vitruvian V

Fund

18

16,734

9,173

8,752

1.0x

0.7

2021

Latour Co-invest Funecap

Direct

1

-

4,287

8,654

1.8x

0.7

2022

Leviathan Holdings, L.P.

Direct

1

4

4,863

8,506

1.8x

0.7

2020

Capiton VI

Fund

8

3,512

10,609

8,195

2.1x

0.7

2019

Great Hill Partners VII

Fund

18

-

7,706

8,086

1.6x

0.6

2023

Seidler Equity Partners VIII, L.P.

Fund

5

6,278

8,946

8,080

0.9x

0.6

2020

Hg Mercury 3

Fund

10

4,350

4,233

8,076

1.6x

0.6

2024

Agora Continuation Fund

Direct

1

2,546

5,847

7,884

1.3x

0.6

2013

TowerBrook Investors IV

Fund

8

9,592

11,450

7,790

2.2x

0.6

2018

Investindustrial Growth

Fund

3

4,616

11,316

7,682

2.1x

0.6

2019

Vitruvian I CF LP

Fund

3

7,952

5,411

7,622

1.3x

0.6

2023

Latour Capital IV

Fund

6

16,810

9,149

7,609

0.8x

0.6

2023

Capiton Quantum GmbH & Co

Fund

2

736

3,857

7,552

2.0x

0.6

2024

MED BIO FPCI

Fund

2

2,769

6,184

7,056

1.1x

0.6

2023

Ourvita Build-Up SCSp (formerly Procernsa Build-Up SCSp)

Direct

1

2,271

5,043

7,009

1.4x

0.6

2024

TI IV R1 CF Exit

Fund

0

-

7,217

6,619

0.9x

0.5

2021

bd-capital Partners Chase LP

Direct

1

-

4,300

6,535

1.5x

0.5

2025

FPCI Iron Institutionals AgilaCapital

Fund

1

823

6,399

6,449

1.0x

0.5

2021

Hg Isaac Co-Invest LP

Direct

1

53

7,576

6,226

0.8x

0.5

2021

Nordic Capital WH1 Beta, L.P.

Direct

1

58

3,884

6,197

1.4x

0.5

2023

Hg Vega Co-Invest L.P.

Direct

1

-

4,801

6,189

1.3x

0.5

2024

Latour Co-Invest EDG

Direct

1

903

8,085

5,902

0.7x

0.5

2022

One Peak Growth III

Fund

11

7,173

5,783

5,752

1.0x

0.5

2021

ArchiMed III

Fund

8

8,026

4,994

5,687

1.1x

0.5

2024

Bowmark Capital Partners VII, L.P.

Fund

3

18,149

6,851

5,603

0.8x

0.4

2025

GEM Benelux Fund VI

Fund

3

20,707

5,455

5,320

1.0x

0.4

2025

Latour Co-Invest Rollakin

Direct

1

-

5,052

5,237

1.0x

0.4

2025

SEP VIII Vamos Co-Invest Holdings, L.P.

Direct

1

-

5,174

5,200

1.0x

0.4

2024

Exponent Herriot Co-Investment Partners, LP

Direct

1

833

3,458

5,181

1.5x

0.4

2017

Onex Partners IV LP

Fund

7

354

8,242

5,070

1.3x

0.4

2021

MPI-COI-SUAN SLP

Direct

1

30

6,572

5,023

0.8x

0.4

2017

TrueNoord CF L.P.

Fund

1

-

3,033

4,654

1.5x

0.4

2021

Bengal Co-Invest SCSp

Direct

1

1,720

6,809

3,723

0.5x

0.3

2025

PAI Strategic Partnerships II

Direct

1

5,035

3,699

3,693

1.0x

0.3

2023

Latour Co-invest Funecap II

Direct

1

-

2,952

3,594

1.2x

0.3

2023

ECG 2 Co-Invest S.L.P.

Direct

1

-

2,394

3,362

1.4x

0.3

2024

Arbor Fund VI

Fund

2

11,371

3,497

3,252

0.9x

0.3

2024

IK Partnership Fund III

Fund

2

9,689

3,362

3,079

0.9x

0.2

2022

AV Invest B3 FPCI

Direct

1

115

4,982

2,945

0.6x

0.2

2023

IK X Fund

Fund

7

23,267

2,822

2,567

0.9x

0.2

2015

Capiton V

Fund

5

133

7,048

2,425

0.9x

0.2

2023

Montefiore Investment VI

Fund

4

14,907

2,495

2,181

0.9x

0.2

2024

Triton Fund 6 SCSp

Fund

4

15,063

1,219

2,177

1.4x

0.2

2021

ECG Co-invest SLP

Direct

1

-

121

2,005

2.2x

0.2

2025

FPCI ALMA AGILACAPITAL

Fund

1

713

1,984

1,957

1.0x

0.2

2021

Hg Riley Co-Invest LP

Direct

1

-

6,836

1,829

0.3x

0.1

2024

Investindustrial VIII

Fund

5

15,307

2,051

1,791

0.9x

0.1

2024

Altor ACT I (No. 1) AB

Fund

4

11,374

1,693

1,708

1.0x

0.1

2024

Patria SOF V SCSp

Fund

17

55,710

-

1,699

n/a

0.1

2021

GPMS Omega Holdco Limited

Direct

1

8

4,268

1,213

0.3x

0.1

2022

Hark Cayman Feeder III, LP

Fund

0

881

882

1,032

1.2x

0.1

2008

CVC V

Fund

1

435

4,310

894

2.4x

0.1

2012

IK Fund VII

Fund

1

1,744

4,732

765

2.0x

0.1

2022

American Industrial Partners V

Fund

5

30

628

707

1.4x

0.1

2001

CVC III

Fund

1

386

3,338

659

2.7x

0.1

2019

Gilde Buy-Out Fund IV

Fund

1

-

2,262

489

1.2x

0.0

2025

Latour Small Cap I

Fund

0

25,791

379

393

1.0x

0.0

2023

Montefiore Expansion I

Fund

2

8,196

516

246

0.5x

0.0

2025

ECG 4 Co-Invest SCSp

Direct

1

40

209

242

1.2x

0.0

2025

Hg Saturn 4

Fund

0

18,570

-

139

n/a

0.0

2015

Nordic Capital CV1 Alpha, LP

Fund

0

-

6,765

61

1.4x

0.0

2025

IK Small Cap Fund IV

Fund

0

21,820

-

-

n/a

0.0

2025

Impilo Fund II

Fund

0

26,184

-

-

n/a

0.0

2024

NORDIC CAPITAL EVO II BETA, SCSp

Fund

0

26,184

-

-

n/a

0.0

2025

PAI Mid-Market Fund II

Fund

0

26,184

-

-

n/a

0.0

2025

Windrose Health Investor VII

Fund

0

14,856

-

-

n/a

0.0

 

Total

856

759,317

1,053,616

1,331,443

43,414

 

109.1

Non-portfolio assets and liabilities

 

 

(114,433)

(3,700)

 

(9.1)

Net asset value of the Company excluding Subsidiary

 

 

 

 

 

 

1,217,000

 

Net asset value of the Subsidiary

 

 

 

 

 

 

39,714

 

Net asset value

 

 

 

 

 

1,256,724

100.0

 

1 This column represents the valuation of the portfolio directly held by the Company, excluding the value of its Subsidiary, as well as non-portfolio assets and liabilities held within the Statement of Financial Position

2 This column represents the valuation of the portfolio held by the Company's Subsidiary, PPET Investments Limited. The total value of the Subsidiary's portfolio less its non-portfolio assets and liabilities represents the net valuation of the Subsidiary as held by the Company on the Statement of Financial Position.

3 The net multiple has been calculated by the Manager in sterling on the basis of the total realised and unrealised return for the interest held in each fund and direct investments. These figures have not been reviewed or approved by the relevant fund or its manager.

4 The 856 underlying investments represent holdings in 675 separate underlying private companies, 104 underlying fund investments and 21 underlying direct investments

5 The net asset value of the Company is calculated as both the total portfolio value and the non-portfolio assets and liabilities of the Company and its Subsidiary per above.

 

STRATEGIC REPORT

 

INVESTMENT STRATEGY

Current Investment Objective

PPET's investment objective is to achieve long-term total returns through investing in and managing a diverse portfolio of private equity investments, principally focused on the European mid-market.

 

Current Investment Policy

The Company seeks to achieve its investment objective by, principally: (i) committing to private equity funds, both on a primary basis (at a fund's inception) and a secondary basis (by acquiring fund positions from other investors during a fund's life); and (ii) making direct investments (via co-investments and single company secondaries) into private companies alongside mid-market focused private equity managers.

 

The Company expects that the value of fund investments will represent around 65-80% of the total value of investments and that the value of direct investments will represent 20-35% of the total value of investments. No single fund investment or direct investment may exceed 15% of the Company's total value of investments at the time of investment. Investments made by the Company are typically with or alongside private equity managers with whom the Manager has an established relationship and has conducted full due diligence on.

 

Whilst the significant majority of investments will have a European focus, the Company's policy is to maintain a diversified portfolio by country, industry sector, maturity and number of underlying investments.

 

The Company may also hold quoted securities as a result of distributions in specie from its portfolio of fund investments. The Company's policy is normally to dispose of such assets as soon as practicable where they are held on an unrestricted basis.

 

As an investor in private equity funds, the Company follows an over-commitment strategy by making commitments which exceed its uninvested capital. This allows the Company to maximise the proportion of invested assets, allowing efficient use of the Company's resources.

 

In making such commitments, the Manager, together with the Board, will take into account the uninvested capital, the value and timing of expected and projected cash flows to and from the portfolio and, from time to time, may use borrowings to meet drawdowns. The Board has agreed that the overcommitment ratio should sit within the range of 30% to 65% over the long term.

 

The Company's maximum borrowing capacity, defined in its Articles of Association, is an amount equal to the aggregate of the amount paid up on the issued share capital of the Company and the amount standing to the credit of the reserves of the Company. However, it is expected that borrowings would not normally exceed 30% of the Company's net assets at the time of drawdown.

 

The Company's non-Sterling currency exposure is principally to the Euro and US Dollar. The Company does not seek to hedge this exposure into Sterling, although any borrowings in Euro and other currencies in which the Company is invested would have such a hedging effect.

 

Cash held pending investment may be invested in short-dated government bonds, money-market instruments, bank deposits or other similar investments. Cash held pending investment may also be invested in other listed investment companies or trusts. The Company will not invest more than 15% of its total assets in such listed equities.

 

The investment limits described above are all measured at the time of investment.

 

 

STAKEHOLDER ENGAGEMENT AND RESPONSIBLE MANAGEMENT

 

Directors' Duties and Stakeholder Engagement

The PPET Directors' overarching duty is to act in a way that they consider, in good faith, to promote the success of PPET for the benefits of its members as a whole in accordance with s172 of the Companies Act 2006.

 

During discussions and deliberations, the Directors must take into account the long-term consequences of their decisions, the interests of PPET's various stakeholders and the impact PPET has on the community and the environment, with a view to maintaining a reputation for high standards of business conduct and fair treatment between the members of the Company.

 

Stakeholders

Board engagement

Shareholders and Prospective Investors

 

The owners and future owners of PPET. Shareholder support and engagement is critical to the Company and delivery of its long-term strategy.

The Board is committed to maintaining open channels of communication and engaging with shareholders and prospective investors. The Board seeks feedback from shareholders and prospective investors to gain an understanding of their views, both formally and informally.

 

Formal communication methods include:

 

AGM: The AGM provides an opportunity for the Directors to engage with shareholders and answer their questions in the formal AGM environment, and informally over refreshments afterwards. At the AGM, there is typically a presentation on the Company's performance and the outlook as well as an opportunity to ask questions of the Manager and Board. The Board has resolved to hold the AGM in London on 25 March 2026. The Board encourages shareholders to attend the AGM and for those unable to attend, to lodge their votes by proxy on all of the resolutions put forward.

 

Publications: PPET publishes its Annual Report in January each year, and its Half-Yearly Report in June each year. These reports, which are available online and in paper format, contain business and strategic updates, as well as financial statements. The purpose of these reports is to provide shareholders with a clear understanding of PPET's activities, portfolio, financial position and performance. The Manager also publishes a factsheet and regular update NAV announcements, which are available at patriaprivateequitytrust.com. The Board welcomes feedback from shareholders and prospective investors on its publications to ensure the reports and updates are transparent and understandable.

 

Shareholder meetings: As PPET is an investment trust and does not have any Executive Directors, shareholder meetings are often held with the Manager rather than members of the Board. Shareholders can request meetings with the Manager throughout the year and both the Manager and PPET's Broker reports back to the Board on each shareholder meeting and interaction. This allows the Directors to hear feedback from underlying shareholders.

 

Investor relations and marketing: PPET's website patriaprivateequitytrust.com contains a range of information from the Manager including videos, portfolio case studies, podcasts and presentations. Furthermore, details of financial results, the investment process and the Manager, together with PPET announcements and contact details, can also be found on the website.

 

Feedback: The Board encourages shareholder feedback and invites shareholders to write to the Board at its registered office or at [email protected]. The Board, Manager or the Company Secretary will reply to any questions received.

 

Our Manager

The Manager's performance is critical for PPET to successfully deliver its investment objective and achieve long-term returns for shareholders.

Maintaining a close and constructive relationship with the Manager is crucial for the Board in supporting the delivery of the Company's investment objective. The Board is in regular contact with the Manager and adopts a supportive, yet challenging, approach to the relationship to ensure the best outcome for shareholders.

 

Regular meetings: The Board meets with the Manager formally at least five times per year and more regularly as necessary. The Board encourages the Manager to speak candidly and freely on all issues affecting the Company.

 

Informal meetings: The Chair of the Board and Senior Independent Director meets informally with the Manager regularly to consider emerging issues for the Company. The Manager also reports on changes within the investment trust industry, which may be of interest to the Board.

 

Strategy meeting: Each year, the Board and Manager hold a strategy meeting at which the Company's investment objective and investment policy are discussed in detail to determine whether they remain appropriate for future long-term growth.

 

Service Providers

Engaging with reputable and experienced providers allows PPET to maintain its premium listing on the London Stock Exchange.

As an investment trust, PPET has outsourced its operations to third-party suppliers. PPET appoints a number of third party suppliers including the Manager, an Administrator, Company Secretary, Registrar, Depositary and Broker.

 

The Board acknowledges that PPET's long-term success is dependent upon the performance of its third-party service providers. The Board and Committees receive regular reports from its key third-party service providers and seeks views, advice and counsel from each of them outside of meetings as necessary.

 

The Board regularly reviews the performance of PPET's service providers and, through the Management Engagement Committee, formally reviews their performance and contractual arrangements to ensure that performance standards are met and contractual terms remain appropriate and competitive. The Board can change providers if they are not meeting the Board's expectations. The Audit Committee considers the internal controls of key service providers to ensure that they are appropriate and fit for purpose, especially when hosting PPET's data.

 

Debt Providers

Availability of funding is important to allow PPET to take advantage of investment opportunities as they arise.

The Board regularly reviews the adequacy of the Company's loan facility with reference to its costs and the size of the facility relative to the size of the Company's net assets.

 

The Manager acts as the main point of contact for PPET's lenders. On behalf of the Board, the Manager maintains an open and transparent relationship with the Company's lenders, providing regular business updates and compliance with loan covenants. The Board is responsible for the Company's gearing strategy and regularly monitors cash flows and the reliance upon the facility agreement.

 

Private Equity Managers and Portfolio Companies

PPET has identified a core group of private equity managers through which its portfolio has been built.

The Board has delegated day-to day-management of the portfolio to the Manager. However, the Board provides strategic oversight of the Manager's compliance with PPET's investment policy and its engagement with the underlying investees in the Company's portfolio.

 

On behalf of the Board and its stakeholders, the Manager invests alongside a carefully selected range of private equity managers, built from years of established relationships and proprietary research. The Manager assesses all investment opportunities and participates on the advisory boards of some investments.

 

The Manager reports to the Board regularly on its dialogue with the Company's underlying and potential investments. From time to time, the Board will invite core private equity managers to present to the Board.

 

Environment and Society

The Board and Manager

are fully committed to

managing the business

and its investment

strategy responsibly.

The Board believes that integrating sustainability-related factors into PPET's strategy and investment processes will help support the Company's investment objective by generating stronger, more sustainable returns for shareholders over the longer term.

 

The Board monitors the Manager's incorporation of sustainability-related risks and opportunities closely and encourages it to stay close to the latest market developments. The Board takes comfort from the Manager's policy to invest with private equity managers who have advanced Responsible Investment approaches or have a strong cultural commitment to improve their sustainability credentials. The Manager's assessment is based on investment due diligence and ongoing engagement through initiatives like the Manager's annual Responsible Investment survey.

 

The Manager's Responsible Investment approach has been embedded into the investment process since 2015. New investments made by PPET are subject to sustainability-related due diligence.

 

 

Important Decisions Taken by the Board During the Financial Year

 

·

Increase in Loan Facility Agreement and establishment of the SPV: During the financial year, the Board extended PPET's multi-currency syndicated RCF agreement ('RCF'). The RCF was extended by three years (maturing on 3 February 2028) with options to extend for up to two further years. The amount available increased from £300.0 million to £400.0 million with Banco Santander, S.A. and State Street Bank & Trust Company joining the syndicate of banks as new lenders alongside The Royal Bank of Scotland International Limited (London Branch), Société Générale, London Branch and State Street Bank International GMBH ('the Lenders'). The increase in the RCF allowed PPET to further reinforce its balance sheet position. During the negotiations, PPET committed to establishing a new wholly owned subsidiary to allow it to grant security in favour of the Lenders. The SPV was established on 5 March 2025 and the shares of the SPV have been pledged in favour of the Lenders as security for the RCF, in addition to the cash balances of both the Company and SPV. The Board was comfortable that there was no requirement for the existing portfolio to be transferred to the SPV, and that there are no changes to how PPET's portfolio is managed.

·

Investing in Manager-managed products: Following the Board's agreement to PPET making a commitment to Patria SOF V, a vehicle run by an affiliate of the Manager, the Board discussed in detail an investment into another vehicle run by an affiliate of the Manager. On behalf of shareholders, the Board discussed potential conflicts of interest and is in the process of negotiating commercial terms.

 

·

Board succession planning: During the financial year, the Nomination Committee led the search for an additional non-executive director resulting in the appointment of Duncan Budge on 3 February 2025. The Board subsequently announced that Duncan Budge would succeed Alan Devine as Chair of the Board following the conclusion of the PPET AGM on 25 March 2026. The Board believes that the appointment of Duncan Budge as a Director, and subsequently, as Chair-elect, is in the best interest of the Company's shareholders. He has extensive leadership, investment trust and investor relations experience.

 

·

Continuation of share buyback programme: The Board is aware that, like many of its peers, PPET's share price has continued to trade at a material discount to NAV, in excess of its long-term average, for a period in excess of more than two years. The Board reviewed the share buyback programme introduced in 2024 and agreed that the share price continues to present an exceptional investment opportunity for the Company and agreed with the Manager that buying back its own shares was a compelling use of the Company's capital. The Board also agreed that a share buyback would provide immediate NAV accretion to PPET's shareholders. The Board believes that the action highlighted, in the clearest terms, the disconnect between PPET's share price and the valuation of the underlying portfolio.

 

·

Dividend: The Company has paid shareholders an enhanced dividend on a quarterly basis since 2016, with the aim of maintaining the value of the dividend in real terms. Whilst the Board intends to continue this policy going forward, the level of dividend is discussed and debated each year. The Board committed to pay four interim dividends of 4.4 pence per share taking the total dividend for the financial year to 30 September 2025 of 17.6 pence per share, a 4.8% increase on the total dividend of 16.8 pence per share during the financial year to 30 September 2024. The Board considers that the dividend policy is effectively an ongoing return of capital to shareholders at NAV. The dividend approach is also a differentiator for the Company and the Board considers that it may be attractive to prospective shareholders.

 

 

Board Diversity

The Board's statement on diversity is set out in the Statement of Corporate Governance. At 30 September 2025, there were four male and two female Directors on the Board.

 

Modern Slavery Act

As the Company does not offer goods and services to customers and has no turnover, the Board considers that PPET is not within the scope of the Modern Slavery Act 2015. PPET is therefore not required to make a slavery and human trafficking statement. However, notwithstanding that, the Board considers PPET's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry in the United Kingdom, to be low risk in relation to this matter.

 

Streamlined Energy and Carbon Reporting ("SECR") Statement: Greenhouse Gas Emissions and Energy Consumption Disclosure

PPET's activities are outsourced to third parties. It has no employees, premises or operations either as a producer or provider of goods and services. Therefore, it is not required to disclose energy and carbon information as there are zero emissions associated or attributed to the Company and no underlying global energy consumption.

 

Viability Statement

The Board has decided that five years is an appropriate period over which to consider PPET's viability. The Board considers this to be an appropriate period for an investment trust company with a portfolio of private equity investments and the financial position of the Company.

 

In determining this time period, the Directors considered the nature of PPET's commitments, the typical investment period of underlying assets, and its associated cash flows. The Manager presents the Board with a comprehensive review of PPET's detailed cash flow model on a regular basis, including projections for up to five years ahead. This analysis takes account of the most-up to-date information provided by the underlying private equity managers, together with the Manager's current expectations in terms of market activity and performance. Key liquidity sources such as the Company's borrowings are also factored into this analysis.

 

The Directors have also carried out an assessment of the principal risks as noted below and discussed in Note 19 to the Financial Statements that PPET is facing over the period of the review. These include those that would threaten its business model, future performance, solvency or liquidity such as over-commitment, liquidity and market risks. When considering the risks, the Board reviewed the impact of stress testing on the portfolio, including multiple downside scenarios which modelled a reduction in forecast distributions from 50% to 100% in an extreme downside case and the impact this would have on liquidity and deployment. Under an extreme downside scenario which involved: i) a 100% reduction in forecast distributions over a 12-month period; ii) all underlying fund debt facilities being drawn simultaneously; and iii) a 15% reduction in portfolio valuations spread over a period of 12 months, a significant adjustment to planned new investment deployment would be required to maintain sufficient liquid resources.

 

By having a diversified portfolio across underlying investment managers, vintage year, sector and geography, which alongside the ongoing monitoring of PPET's cash flows with the Manager, the Directors believe PPET is well positioned to withstand the changes that arise throughout different stages of economic cycles.

 

These risks are continually assessed via the Manager's ongoing portfolio monitoring of both the underlying private equity managers and portfolio companies. The Manager regularly communicates with the underlying private equity managers and participates on a number of fund advisory boards.

 

Based on the results of this analysis and the ongoing ability to adjust the portfolio, the Directors expect that PPET will be able to continue in operation and meet its liabilities as they fall due over the five-year period following the date of this report.

 

Future Strategy

The Board intends to maintain the policies set out in the Strategic Report for the year ending 30 September 2026 as it believes that these are in the best interests of shareholders.

 

Long-Term Investment

The Manager's investment process seeks to outperform its comparator index over the longer term. The Board has in place the necessary procedures and processes to continue to promote PPET's long-term success. The Board will continue to monitor, evaluate and seek to improve these processes as PPET continues to grow over time, to ensure that the investment proposition is delivered to shareholders and other stakeholders in line with their expectations.

 

On behalf of the Board

Alan Devine

Chair

28 January 2026

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Board is responsible for PPET's risk management and internal control systems.

 

Through the Audit Committee, the Board carries out regular and robust reviews of the risk environment in which PPET operates. During discussions, the Board also considers and identifies emerging risks such as material changes in the geopolitical, macroeconomic or regulatory environment which could impact PPET or its underlying investments.

 

There are a number of risks which, if realised, could have a material adverse effect on PPET and its financial condition, performance and prospects, which the Board considers to be principal risks. The Board considers its risk appetite in relation to each principal risk and monitors the potential impact and risk mitigation on an ongoing basis. Where a risk is approaching or is outside of risk appetite, the Board and Manager will take action to manage the risk. All risks were managed within acceptable levels during the financial year to 30 September 2025.

 

The principal risks faced by PPET relate to the Company's investment activities and these are set out in the following table.

 

Risk

 

 

 

Appetite

Mitigation / Update

Risk trend

Valuation Risk

PPET is at risk of the economic cycle impacting listed financial markets and hence potentially affecting the valuation of underlying investments and timing of exits.

Low

Public markets exhibited volatility in the first half of the year, due to US-tariff announcements, but recovered in H2 2025 and grew strongly overall. This provided a positive background for private equity valuations but with some softness experienced in H1 2025.

 

Investments in PPET's portfolio are all subject to private equity guidelines such as IPEV Guidelines with respect of valuations. Furthermore, they are predominantly in line with either IFRS or US GAAP accounting standards.

 

The Manager has a formal governance process around valuations. Quarterly valuations are subject to review and challenge by the Manager's Local Valuation Committee ('LVC') and the outputs from those meetings are reported to the Audit Committee.

 

The Manager currently expects private equity investment activity to continue its recovery in 2026 but has contingency plans in case the exit environment worsens again.

Unchanged

Currency

A material proportion of PPET's investments and cash balances are held in currencies other than Sterling. PPET is therefore sensitive to movements in foreign exchange rates.

Medium

The Manager monitors PPET's exposure to foreign currencies and reports to the Board on a regular basis. Its non-Sterling currency exposure is primarily to the Euro and the US Dollar. PPET does not hedge foreign currency risk.

 

During the year ended 30 September 2025, Sterling depreciated by 4.7% relative to the Euro (2024: appreciated 4.3%) and appreciated by 0.4% relative to the US Dollar (2024: appreciated 9.9%). This movement in the Euro and the US Dollar had a net positive impact on PPET's net assets during 2025.

Unchanged

Over-commitment

PPET is unable to settle outstanding commitments to fund investments..

Medium

PPET makes commitments to private equity funds, which are typically drawn over three to five years. Hence, PPET will tolerate a degree of over-commitment risk to make the most efficient use of PPET's resources and deliver long-term investment performance.

 

To mitigate this over-commitment risk, the Board has instructed the Manager to maintain appropriate levels of resources, whether through cash or the RCF, relative to the levels of over-commitment. The Company's RCF was increased from £300.0 million to £400.0 million during the year.

 

The Manager also forecasts and assesses the maturity of the underlying portfolio to determine likely levels of distributions in the near term.

 

The Manager also tracks PPET's over-commitment ratio, and acts as necessary, to ensure that it sits within the range, agreed with the Board, of 30% to 65% over the long term.

 

At 30 September 2025, PPET had £759.3 million (2024: £652.7 million) of outstanding commitments, with £83.9 million (2024: £83.5 million) expected not to be drawn. The over-commitment ratio was 33.8% (2024: 28.5%).

Unchanged

Investment selection

The Manager makes decisions to invest in funds and/or direct investments that are not accretive to PPET's NAV over the long term.

Medium

The Manager undertakes detailed due diligence prior to investing in, or divesting, any fund or direct investment. It has an experienced team which monitors market activity closely. PPET's management team has long-established relationships with the 17 core managers in the Company's portfolio, which have been built up over many years. Sustainability-related factors are integrated into the investment selection process and the Board and the Manager believes that will improve investment decision making and help to generate stronger, more sustainable returns.

 

The Manager's senior investment team has remained stable over the last six years, with no departures, and its Investment Committee composition has also been consistent during this period.

Unchanged

Climate

Climate change impacts

PPET's portfolio, either

from a physical or

transition point of view.

Medium

PPET is committed to being an active, long-term responsible investor.

 

PPET's capital is invested with or alongside core private equity managers who demonstrate strong responsible investment principles and processes or have a cultural commitment to improve their sustainability credentials.

 

The Manager is focused on engaging with its portfolio of private equity managers to help promote positive change.

Increased

Liquidity

PPET is unable to meet short-term financial demands.

Low

PPET actively manages its liquid assets to ensure adequate cash is available to meet contractual obligations and to cover other short-term financial requirements. Additional short-term flexibility is achieved using its revolving multi-currency loan facility.

 

PPET had cash of £121.5 million (2024: £28.4 million) between the Company and SPV and £172.6 million (2024: £159.4 million) available on its RCF as at 30 September 2025.

Unchanged

Credit

The exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits..

Low

PPET places funds with authorised deposit takers from time to time and, therefore, is potentially at risk from the failure of such an institution.

 

PPET's cash is held by Société Générale London Branch, which is rated A by Standard and Poor's Global Ratings.

 

The credit quality of the counterparties is kept under regular review. Should the credit quality or the financial position of these financial institutions deteriorate significantly, the Manager would move cash balances to other institutions.

Unchanged

Operational

The risk of loss or a missed opportunity resulting from a regulatory failure or a failure relating to people, processes or systems.

Low

The Manager's business continuity plans, and approach to cybersecurity risk, are reviewed on an ongoing basis alongside those of PPET's key service providers.

 

The Board has received reports from its key service providers setting out their existing business continuity framework. Having considered these arrangements, the Board is confident that a good level of service will be maintained in the event of an interruption to business operations or other

major events, and this was well-tested during the global Covid-19 pandemic.

 

The Company provides collateral to the syndicate of banks providing the RCF in the form of a shares pledge over its subsidiary, PPET Investments Limited ('the SPV'), as well as security over the cash balances of both vehicles. The Manager has established processes to ensure that the SPV and the Company manages its obligations to the lenders under the security agreement.

Increased

Market for Listed

Private Equity Trusts

The listed private equity sector could fall out of favour with investors leading to a reduction in demand for the Company's shares and a widening of share price discounts to NAV.

Low

Private equity has consistently outperformed public markets over the long term and continues to demonstrate its resilience and appeal across a range of market cycles. The Manager actively promotes the Company's shares to a broad spectrum of investors, ensuring the market remains well informed about the Company's performance and investment proposition.

 

At each Board Meeting, the Board receives a detailed update from the Company's Broker and is kept apprised of all material interactions with investors and analysts.

 

The Board also reviews the Company's share price relative to NAV at every meeting and takes action where appropriate to address any persistent or material discount, including the use of share buybacks. In addition, the Company returns capital to shareholders through the payment of four interim dividends each year as part of its capital allocation policy.

Increase

 

PPET's financial risk management objectives and policies are contained in Note 19 to the Financial Statements.

 

EXTRACT OF DIRECTORS' REPORT / CORPORATE GOVERNANCE STATEMENT

 

The Directors present their report and the audited Financial Statements of the Company for the year ended 30 September 2025.

 

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

Directors

Each of the Directors as at 30 September 2025, whose biographies are shown in the Annual Report and on the Company's website, is considered to be independent of PPET and the Manager. PPET is not aware of any potential conflicts of interest between any duty owned to it by any of the Directors and their respective private interests.

 

At 30 September 2025, there were four male and two female Directors on the Board. Duncan Budge joined the Board on 1 February 2025. Alan Devine will retire from the Board at the conclusion of the AGM on 25 March 2026. All of the other Directors will stand for re-election at the AGM.

 

Results and Dividends

The Financial Statements for the year ended 30 September 2024 are contained below.

 

Interim dividends of 4.4 pence per share were paid in April, July and October 2025. In December 2025, the Board declared a fourth interim dividend of 4.4 pence per share which was paid on 23 January 2026, taking the total dividend for the financial year to 30 September 2025 to 17.6 pence per share. This is a 4.8% increase on the 16.8 pence per share paid for the financial year to 30 September 2024.

 

Principal Activity and Status

PPET was incorporated in Scotland on 9 March 2001 as a public limited company with company number SC216638, and was admitted to listing on the London Stock Exchange on 29 May 2001. It is an investment company within the meaning of section 833 of the Companies Act 2006 and carries on business as an investment trust. During the financial year, PPET established PPET Investments Limited, an SPV, established to hold investments on behalf of PPET as security for its multi-currency RCF.

 

PPET has applied for and has been accepted as an investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of Statutory Instrument 2011/2999. This approval relates to accounting periods commencing on or after 1 October 2012. The Directors believe that the Company has conducted its affairs so as to be able to retain such approval.

 

The Company intends to manage its affairs so that its shares continue to be a qualifying investment for inclusion in the stocks and shares component of an individual savings account ('ISA').

 

Capital Structure and Voting Rights

The rights attached to the Company's shares are set out in the Company's Articles of Association.

 

At the AGM on 25 March 2025, the Directors were given authority to allot shares, disapply pre-emption rights and buy back shares. These authorities will expire at the forthcoming AGM. Relying on this authority and in order to take advantage of the investment opportunity offered by the discount to NAV on the Company's share price, the Company bought back 4,162,000 Ordinary Shares into treasury representing 2.71% of the Company's issued share capital.

 

As at 30 September 2025, the Company's issued share capital comprised of 153,746,294 Ordinary Shares of 0.2 pence each (2024: 153,746,294). Of those shares, 148,644,166 Ordinary Shares were in issue and 5,102,128 were held in treasury (2024: 940,128). At general meetings, each ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every Ordinary Share held.

 

There are no restrictions on the transfer of Ordinary Shares in the Company issued by the Company other than certain restrictions, which may from time to time be imposed by law. The Company is not aware of any agreements between shareholders that may result in a transfer of securities and/or voting rights.

 

The Company's Manager

Patria Capital Partners LLP (formerly abrdn Capital Partners LLP), a wholly owned subsidiary of Patria Investments Limited has been appointed as the Company's AIFM and Manager.

 

The Manager charges a management fee, payable quarterly, at 0.95% per annum of the Company's NAV at the end of the relative quarter. The Manager is not entitled to a performance fee. No fee is payable on any investments in any investment trust, collective investment scheme or any other company or fund managed, operated or advised by the Manager or any other subsidiary of Patria where there is an entitlement to a fee on that investment.

 

Further details of the fees payable to the Manager are shown in Notes 3 and 4 to the Financial Statements which

also includes a one-off adjustment to the fee basis which has been applied during the period, with respect of deferred

consideration on a secondary sale deal.

 

The management agreement is terminable on not less than 12 months' written notice.

 

Other Service Providers and Advisers

The Board has appointed a number of other service providers and advisers to support it in the delivery of its investment objective.

 

The Company entered into the contracts with each service provider after full and proper consideration by the Board of the quality and cost of services. The performance of each service provider and adviser is reviewed regularly, and subject to formal annual review by the Management Engagement Committee.

 

Shareholders and Substantial Interests

The table that follows shows the interests of major shareholders based on the best available information provided by analysis of the Company's share register, also incorporating any disclosures provided to the Company in accordance with Disclosure Guidance and Transparency Rule 5 in the period under review and up to 31 December 2025.

 

Shareholder

% of voting rights at 30 September 2025

% of voting rights at 31 December 2025

Phoenix Life Limited

55.42

55.44

Interactive Investor

4.44

4.39

Oxfordshire County Council Pension Fund

3.40

3.63

 

Our Relationship with Phoenix

The Standard Life Assurance Company ('Standard Life') originally listed PPET on the London Stock Exchange in 2001. At that time, PPET was known as Standard Life European Private Equity Trust plc ('SLEPET').

 

At launch of the Company, Standard Life transferred 19 of its European private equity funds interests, with a valuation of £80.7 million to PPET (then called SLEPET). In return, Standard Life was allotted 50.5% of the Company's share capital and voting rights. At that time, Standard Life and SLEPET entered into a relationship agreement pursuant to which, it was agreed, amongst other things, that Standard Life would be permitted to increase its shareholding in the Company without making a general offer for the shares it does not own in accordance with the Takeover Code.

 

Following various affiliate transfers and the sale of the Standard Life business to Phoenix Group in 2018, Standard Life's holding in the Company was transferred to Phoenix Life Limited. Phoenix Life Limited ('PLL') is the Company's largest shareholder. 

 

Pursuant to the relationship agreement, which remains in force, PLL has irrevocably undertaken to the Company that, at any time when PLL and its Associates (meaning any company which is a member of the PLL group) are entitled to exercise or control 30% or more of the rights to vote at general meetings of the Company, it will not (and will procure that none of its Associates will) seek to nominate Directors to the Board of the Company who are not independent of PLL and its Associates, enter into any transaction or arrangement with the Company which is not conducted at arm's length and on normal commercial terms, take any action that would have the effect of preventing the Company from carrying on an independent business as its main activity or from complying with its obligations under the Listing Rules or propose or procure the proposal of any shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules.

 

The Board and Manager have a positive relationship with Phoenix and regularly communicate with Phoenix regarding PPET. Aside from PPET, Patria also manages other private equity investments on Phoenix's behalf.

 

Role of the Board

The Board is responsible for the strategic oversight of the Company on behalf of the shareholders. It is PPET's decision-making body and represents the interests of PPET's shareholders. There are a number of matters reserved for the Board's approval, which include overall strategy, investment objective and policy, borrowings, buybacks, dividend policy and Board composition.

 

The Board meets at least five times per year and more often as business dictates. In the event that any Directors are unable to attend Board and Committee meetings, the relevant Directors will be contacted by the Chair and Company Secretary before and/or after the meeting to ensure they were aware of the issues being discussed and to obtain their input.

 

Board meetings follow a structured agenda, approved by the Chair and circulated in advance by the Company Secretary to all Directors and attendees. This process ensures that discussions are well prepared, transparent, and aligned with the Company's governance standards.

 

A typical Board agenda includes:

 

·

a review of investment performance and new investment activity;

·

an update on the pipeline of investment activity and asset management initiatives;.

·

consideration of PPET's capital deployment, its debt facility, balance sheet and liquidity;;

·

cash flow and capital management, and operation of the SPV

·

review of conflicts of interest;

·

update on marketing and shareholder relations;

·

presentation from PPET's broker on capital market activity;

·

review of peer group analysis; and

·

regulatory, compliance, corporate governance and industry updates.

 

Board papers are typically circulated at least one week in advance of each Board meeting via a secure online platform. Minutes are maintained of every Board meeting and the Company Secretary is responsible for tracking actions arising from discussions.

 

Directors

Each financial year, the Board holds at least five Board meetings, four Audit Committee meetings, one Nomination Committee Meeting and one Management Engagement Committee Meeting. Directors' attendance at scheduled Board and Committee meetings is set out below.

 

 

Board

meetings

Audit

Committee

meetings

Management

Engagement

and Nomination

Committee

meetings

Nomination

Committee

meetings

Dugald Agble

5 (5)

4 (4)

1 (1)

1 (1)

Duncan Budge1

2 (2)

2 (2)

0( 0)

0 (0)

Alan Devine2

5 (5)

0 (0)

0 (0)

0 (0)

Diane Seymour-Williams

5 (5)

4 (4)

1 (1)

1 (1)

Yvonne Stillhart

5 (5)

4 (4)

1 (1)

1 (1)

Calum Thomson3

4 (5)

3 (4)

0 (1)

0 (1)

 

1 Appointed on 1 February 2025.

2 The Board Chair is not a member of the Board Committees. He stepped down as a member on 28 May 2023.

3 Was unable to attend one Board meeting and one Audit Committee meeting as his wife was admitted to hospital on the day of the meetings.

 

In addition to the scheduled meetings, the Board and Committees met a further ten times during the financial year to consider the Company's investment into a Manager-managed product, the Company's level of dividend, Board succession planning, and the Company's multi-currency loan facility, amongst other items.

 

The Board, as a whole, is committed to maintain a balanced composition, reflecting an appropriate mix of skills, experience, tenure, expertise and diversity. Collectively, the Directors bring a wide range of business and financial acumen, enabling the Board to exercise clear leadership and effective governance. Each Director devotes sufficient time to discharge their duties.

 

Appointments of Nonexecutive Directors are overseen by the Nomination Committee through a formal and rigorous process before formal approval by the Board. All appointments are made on merit, with reference to the skills and experience identified as necessary to complement the Board's existing capabilities. The Board actively supports diversity and inclusion, ensuring that recruitment is free from bias relating to age, gender, race, sexual orientation, religion, ethnic or national origin, or disability.

 

A structured induction programme is provided for each new Director. This includes a comprehensive induction pack and opportunities to meet members of the Company's management team, finance team, marketing team and Company Secretary, and other members of the PPET team. New Directors are also introduced to the Company's service providers and, where appropriate, shareholders.

 

The terms and conditions of appointment for Nonexecutive Directors are set out in formal letters of appointment, which are available for inspection at the AGM and at the Company's registered office. No Director holds a service contract with the Company.

 

The Board continues to believe that each Director possesses the requisite business, investment, and financial expertise to provide effective leadership and sound governance. Directors remain independent from the Manager and free from any relationships that could compromise their judgement on matters of strategy, performance, resources, or standards of conduct.

 

The Board recognises that independence is not necessarily diminished by length of tenure; and that continuity and experience can materially enhance the Board's effectiveness. Following formal performance evaluations, the Board has concluded that all Directors are independent in character and judgement, with no relationships or circumstances likely to affect their decision making.

 

In accordance with governance best practice and Board policy, Calum, Diane, Dugald, Duncan and Yvonne will retire and, being eligible, offer themselves for re election at the AGM in March 2026. Alan will retire from the Board at the AGM.

 

The Board unanimously recommends the re-election of each Director at the AGM following a rigorous review of each individual Director and their contribution.

 

Board Evaluation

The Board has a formal process for the annual evaluation of the performance of the Board as a whole, its Committees and the individual Directors. During the financial year, the Chair led the review of the Board and its Committees with support from the Company Secretary.

 

To support the review, Board members were asked to complete online surveys assessing the performance of the Board and Committees, Chair and Manager, alongside a self-assessment questionnaire addressing their own individual performance. The Chair and Company Secretary analysed the findings from the surveys and delivered focused reports, including a number of recommendations to increase effectiveness. The findings were presented to the Board, following which actions were agreed for implementation and monitoring.

 

The Board was well engaged with the review process and the overall findings of the review were positive. The review also identified some enhancements for Board performance which are being adopted.

 

The review of the individual Directors concluded that each Director's performance continues to be effective. Each Board Director demonstrates commitment to their role and their individual performances contribute to the long-term sustainable success of the Company.

 

During 2024, the Board engaged with Lintstock Ltd to conduct an external review of its performance. Lintstock is an advisory firm that specialises in Board reviews and has no other connection with the Company or individual Directors.

 

Board Tenure

The Board does not consider that a Director's independence is necessarily compromised by length of tenure on the Board. The Board's tenure policy seeks to ensure that the Board remains well-balanced by skills and experience, and time served on the Board. Whilst the Board believes that the Directors should be refreshed regularly and Directors should not generally serve beyond the AGM following the ninth anniversary of their appointments, there may be circumstances in which is appropriate for Directors to serve beyond this term such as to facilitate effective succession planning or the development of a diverse Board. In such a situation, the reason for the extension will be fully explained to shareholders.

 

Board Diversity

The Board recognises the importance of having a range of skilled, experienced individuals with appropriate knowledge represented on the Board in order to allow it to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members and has taken into account the Hampton-Alexander Review and the Parker Review.

 

The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors. In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. The Board does not therefore consider it appropriate to set measurable objectives in relation to its diversity.

 

However, the Board will take account of the diversity targets set out in the FCA's Listing Rules. The Board voluntarily discloses the following information in relation to its diversity.

 

As an externally managed investment company, the Board employs no executive staff and therefore does not have a CEO or a Chief Financial Officer, both of which are deemed senior Board positions by the FCA. Other senior Board positions recognised by the FCA are Chair of the Board and Senior Independent Director ('SID'). In addition, the Board has resolved that the Company's year-end date be the most appropriate date for disclosure purposes.

 

The following information has been provided by each Director. There have been no changes since 30 September 2025.

 

Number of Board members

Percentage of the Board

Number of senior positions on the Board

Men

4

66.6

2

Women

2

33.31

0

 

1 Does not meet the target that at least 40% of Directors are women as set out in UKLR 14.3.30R. However, following the retirement of Alan Devine at the AGM in March 2026, the Board will be comprised 40% by women and the Company shall meet the Listing Rules target.

 

Number of Board members

Percentage of the Board

Number of senior positions on the Board

White British or other White (including minority-white groups)

5

83.3

2

Black/African/Caribbean/Black British

1

16.61

0

 

1 Meets the target that at least one individual on the Board is from a minority background as set out in UKLR 14.3.30R.

 

Role of the Chair

Alan Devine is the Chair of the Board. He was appointed to the Board on 28 May 2014 and assumed the role of Chair on 22 March 2022. Duncan Budge will succeed Alan Devine as Chair of the Board following the conclusion of the AGM on 25 March 2026.

 

The Chair is responsible for providing effective leadership to the Board by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chair facilitates the effective contribution of and encourages active engagement by each Director. In conjunction with the Company Secretary, the Chair ensures that Directors receive accurate, timely and clear information to assist them with effective decision making. The Chair leads and acts upon the results of the formal and rigorous annual Board and Committee evaluation process by recognising strengths and addressing any weaknesses of the Board. He also ensures that the Board engages with major shareholders and that all Directors understand shareholder views.

 

Role of the Senior Independent Director

Calum Thomson is the SID. He was appointed to the Board on 30 November 2017 and assumed the role as SID on 22 March 2022.

 

The SID acts as a sounding board for the Chair and acts as an intermediary for other Directors, when necessary. Working closely with the Chair of the Nomination Committee, the SID leads the annual appraisal of the Chair's performance. The SID is also available to shareholders to discuss any concerns they may have.

 

Directors' and Officers' Liability Insurance

The Company maintains insurance in respect of Directors' and officers' liabilities in relation to their acts on behalf of the Company. The Company's Articles of Association provide that any Director or other officer of the Company is to be indemnified out of the assets of the Company against any liability incurred by him as a Director or other officer of the Company to the extent permitted by law.

 

Management of Conflicts of Interest

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, each Director discloses other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his or her connected persons. The Board considers each Director's situation and decides whether to approve any conflict or other external positions, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his or her wider duties is affected.

 

Each Director is required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

 

No Director has a service contract with the Company, although all Directors are issued with letters of appointment. There were no contracts during, or at the end of the year, in which any Director was interested.

 

The Company has a policy of conducting its business in an honest and ethical manner. The Company takes a zero-tolerance approach to bribery and corruption, and has procedures in place that are proportionate to the Company's circumstances to prevent them. The Manager also adopts a Group-wide zero-tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption. Copies of the Manager's antibribery and corruption policies are available on its website.

 

In relation to the corporate offence of failing to prevent tax evasion, it is the Company's policy to conduct all business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion whether under UK law or under the law of any foreign country and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships.

 

Financial Risk Management

The principal risks and uncertainties facing the Company are set out above. The principal financial risks and the Company's policies for managing these risks are set out in note 19 to the financial statements.

 

Corporate Governance Report

I am pleased to introduce this year's Corporate Governance Statement. In this statement, the Company reports on its compliance with the 2024 AIC Code of Corporate Governance ('the AIC Code') and sets out how the Board has operated during the year. The AIC Code, published in August 2024, applies to accounting periods beginning on or after 1 January 2025, with the exception of new Provision 34 which applies to accounting periods beginning on or after 1 January 2026.

 

PPET is committed to high standards of corporate governance and the Board has considered and applied the principles and provisions of the AIC Code. The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code (the 'UK Code'), as well as setting out additional provisions on issues that are of specific relevance to PPET.

 

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to shareholders.

 

The AIC Code is available on the AIC website (theaic.co.uk). It includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant for investment companies. The Company

has complied throughout the year with the principles and provisions of the AIC Code, with the exception of new Provision 34 which does not yet apply.

 

The Board attaches great importance to the matters set out in the UK Code and strives to apply its principles in a manner that would enable shareholders to evaluate how the principles have been applied. However, it should be noted that where the principles and provisions are related to the role of the Chief Executive, Executive Directors' remuneration and the establishment of a Remuneration Committee, the Board considers these principles and provisions not relevant as PPET is an externally managed Company with an entirely Non-executive Board, and with no employees or internal operations.

 

The AIC Code is made up of 17 principles split into five sections covering:

 

·

board leadership and purpose;

·

division of responsibilities;

·

composition, succession and evaluation;

·

audit, risk and internal control; and

·

remuneration.

 

Details of how the Company has applied the principles of the AIC Code are set out in the Annual Report.

 

Board Committees

The Board has appointed a number of Committees, as set out below. Copies of their terms of reference, which clearly define the responsibilities and duties of each Committee, are available on the Company's website or upon request from the Company.

 

The performance of the Committees and their terms of reference are reviewed by the Board on an ongoing basis and formally at least annually.

 

Audit Committee

The Audit Committee is chaired by Calum Thomson, who is a Chartered Accountant, and has recent and relevant financial experience. The Committee comprises all Non-executive Directors, except Alan Devine who stepped down as a member on 28 May 2023, the ninth anniversary of his appointment as a Board Director. The Board is satisfied that the Committee as a whole has competence relevant to the investment trust sector.

 

The Audit Committee's Report is contained in the Annual Report

 

Management Engagement Committee

The Management Engagement Committee is chaired by Yvonne Stillhart. The Committee comprises all Non-executive Directors except Alan Devine who stepped down as a member on 28 May 2023, the ninth anniversary of his appointment as a Board Director.

 

The main responsibilities of the Committee include:

·

monitoring and evaluating the performance of the Manager;

·

reviewing at least annually the continued retention of the Manager;

·

reviewing, at least annually, the terms of appointment of the Manager including, but not limited to, the level and method of remuneration and the notice period of the Manager; and

·

reviewing the performance and remuneration of the other key service providers to the Company.

 

The Committee met once formally in respect of the year ended 30 September 2025 to review the performance and the terms of appointment of the Manager.

 

Following the annual review of the Manager, the Committee recommended to the Board that the ongoing appointment of the Manager continues to be in the best interests of the shareholders and the Company as a whole.

 

In reaching this decision, the Committee considered the Company's long-term performance record and concluded that it remained satisfied with the capability of the Manager to deliver satisfactory investment performance, that its processes are thorough and robust, and that it employs a well-resourced team of skilled and experienced fund managers. In addition, the Committee is satisfied that the Manager has the secretarial, administrative and promotional skills required for the effective operation and administration of the Company.

 

Nomination Committee

The Nomination Committee is chaired by Diane Seymour-Williams. The Committee comprises all Non-executive Directors except Alan Devine, who stepped down as a member on 28 May 2023, the ninth anniversary of his appointment as a Board Director.

 

The main responsibilities of the Committee include:

 

·

regularly reviewing the structure, size and composition (including the skills, knowledge, experience, diversity and gender) of the Board;

·

undertaking succession planning, taking into account the challenges and opportunities facing the Company and identifying candidates to fill vacancies;

·

recruiting new Directors, undertaking open advertising or engaging external advisers to facilitate the search, as appropriate, with a view to considering candidates from a wide range of backgrounds, on merit, and with due regard for the benefits of diversity on the Board, taking care to ensure that appointees have enough time available to devote to the position;

·

ensuring that new appointees receive a formal letter of appointment and suitable induction and ongoing training;

·

arranging for the annual Board and Committee performance evaluations and ensuring that Directors are able to commit the time required to properly discharge their duties;

·

making recommendations to the Board as to the position of Chair, SID and Chair of the Nomination, Audit and Management Engagement Committees;

·

assessing, on an annual basis, the independence of each Director; and

·

approving the re-election of any Director, subject to the UK Code, the AIC Code, or the Articles of Association, at the AGM, having due regard to their performance, ability to continue to contribute to the Board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the Board.

 

To assist with Board and Board Chair succession planning, the Nomination Committee appointed Nurole Limited ('Nurole') in 2024. Nurole last assisted the Board with recruitment in 2021 but remains independent of the Company and the Board of Directors. During the recruitment process in 2024, the Committee, with support from Nurole, drafted a role profile and instigated a search for an additional Non-executive Director. The Committee met with a short-list of candidates for interview and recommended the appointment to the Board of Duncan Budge as an additional Non-executive Director with effect from 1 February 2025.

 

During the year, the Committee also considered future Board succession planning requirements over the coming years.

 

Going Concern

The Company's business activities, along with the key factors expected to influence its future development, performance, and financial position, are detailed in the Strategic Report and the Investment Manager's Review.

 

The Financial Statements have been prepared on a going concern basis, on the basis that the Company will continue to meet the conditions required for approval as an investment trust. The Directors have assessed the Company's ability to operate as a going concern and are confident that it possesses sufficient resources to remain operational for at least 12 months from the date of approval of these Financial Statements.

 

In conducting this assessment, the Directors considered the Company's and, where applicable, the Subsidiary's business activities, and principal and emerging risks.

 

At each Board meeting, the Directors review the latest management accounts and financial data. Based on these reviews, they are satisfied that the Company can meet its financial obligations as they fall due. Investment commitments are evaluated regularly alongside the Company's financial resources, including available cash and borrowing capacity. The Board also reviews cash flow projections, conducts stress testing, and considers downside liquidity scenarios involving potential declines in investment valuations, reduced distributions, and increased capital call rates.

 

Should adverse conditions arise, PPET has several mitigation strategies available. These include drawing on its £400.0 million RCF, deferring new commitments, raising additional credit or capital, and selling assets to enhance liquidity and reduce its over-commitment ratio.

 

Following a thorough review of the Company's balance sheet, operations, assets, liabilities, commitments and financial resources, the Directors have concluded that the Company is well positioned to continue operating for at least 12 months from the date of approval of the Financial Statements for the year ended 30 September 2025. Accordingly, they deem it appropriate to prepare the Financial Statements on a going concern basis.

 

Accountability and Audit

The respective responsibilities of the Directors and the Independent Auditor in connection with the Financial Statements are set out in the Annual Report.

 

The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Independent Auditor was unaware, and that each Director has taken all the steps that they might reasonably be expected to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Independent Auditor was aware of that information.

 

Independent Auditor

Shareholders approved the reappointment of BDO LLP as the Company's Independent Auditor at the AGM on 25 March 2025 and resolutions to approve its reappointment for the year to 30 September 2026 and to authorise the Directors to determine its remuneration will be proposed at the AGM on 25 March 2026.

 

Additional Information

Where not provided elsewhere in the Directors' Report, the following provides the additional information required to be disclosed by Part 15 of the Companies Act 2006.

 

There are no restrictions on the transfer of Ordinary shares in the Company issued by the Company other than certain restrictions which may from time to time be imposed by law. The Company is not aware of any agreements between shareholders that may result in a transfer of securities and/or voting rights.

 

The rules governing the appointment of Directors are set out in the Directors' Remuneration Report in the Annual Report. The Company's Articles of Association may only be amended by a special resolution passed at a general meeting of shareholders.

 

AGM

The Notice of the AGM, which will be held on 25 March 2026 at 12:30pm at the Investec Offices, 30 Gresham Street, London, EC2V 7QP, and the related Notes, may be found in the Annual Report.

 

Shareholders are encouraged to vote on the resolutions proposed in advance of the AGM and submit questions to the Board and to the Manager by emailing [email protected].

 

At the AGM, resolutions including the following business will be proposed:

 

Dividend Policy

As a result of the timing of the payment of the Company's interim dividends, the Company's shareholders are unable to approve a final dividend each year. In line with corporate governance best practice, the Board therefore proposes to put the Company's dividend policy to shareholders for approval at the AGM and on an annual basis thereafter.

 

The Company's dividend policy is that interim dividends on the

Ordinary Shares are payable quarterly. Resolution 4 will seek shareholder approval for the dividend policy.

 

Issue of Ordinary Shares

Resolution 12, which is an ordinary resolution, will, if passed, renew the Directors' authority to allot new Ordinary Shares up to an aggregate nominal amount of £29,639, representing 10% of the issued share capital of the Company (excluding treasury shares) as at 27 January 2026. As at 27 January 2026 (being the latest practicable date prior to the publication of this Notice), the Company held 5,547,128 Ordinary Shares of 0.2 pence each in treasury, representing 3.61% of the total Ordinary Shares in issue (excluding treasury shares).

 

Resolution 13, which is a special resolution, will, if passed, renew the Directors' existing authority to allot new Ordinary Shares or sell treasury shares for cash without the new Ordinary Shares or treasury shares first being offered to existing shareholders in proportion to their existing holdings. This will give the Directors authority to allot Ordinary Shares or sell shares from treasury on a non-pre-emptive basis for cash up to an aggregate nominal amount of £30,749 (representing 10% of the issued Ordinary Share capital of the Company as at 27 January 2026).

 

New Ordinary Shares, issued under this authority, will only be issued at prices representing a premium to the last published NAV per share.

 

The authorities being sought under resolutions 12 and 13 shall expire at the conclusion of the Company's next AGM in 2027 or, if earlier, on the expiry of 15 months from the date of the passing of the resolutions, unless such authorities are revoked, renewed, varied or extended prior to such time. The Directors have no current intention to exercise these authorities and will only do so if they believe it is advantageous and in the best interests of shareholders as a whole.

 

Purchase of the Company's Ordinary Shares

Resolution 14, which is a special resolution, seeks to renew the Board's authority to make market purchases of the Company's Ordinary Shares in accordance with the provisions contained in the Companies Act 2006 and the FCA's UK Listing Rules Sourcebook. Accordingly, the Company will seek authority to purchase up to a maximum of 14.99% of the issued share capital (excluding treasury shares) at the date of passing of the resolution at a minimum price (exclusive of expenses) of 0.2 pence per share (being the nominal value).

 

Under the UK Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the higher of:

 

·

105% of the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) for the shares over the five business days immediately preceding the date of purchase; and

·

the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out.

 

The Board only intends to use this authority to purchase the Company's Ordinary Shares, if doing so would result in an increase in the NAV per Ordinary Share and would be in the best interests of shareholders. Any Ordinary Shares purchased shall either be cancelled or held in treasury. The authority being sought shall expire at the conclusion of the AGM in 2027 or, if earlier, on the expiry of 15 months from the date of the passing of the resolution unless such authority is revoked, renewed, varied or extended prior to such time.

 

Notice of General Meetings

The Companies Act 2006 provides that the minimum notice period for general meetings of listed companies is 21 days, but with an ability for companies to reduce this period to 14 days (other than for AGMs) provided that two conditions are met. The first condition is that the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.

 

In line with previous years, the Board is therefore proposing resolution 15 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than AGMs, renewing the authority passed at last year's AGM. The approval would be effective until the end of the Company's next AGM, when it is intended that the approval be renewed.

 

The Board would consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time sensitive and it would therefore be to the advantage of the shareholders to call the meeting on shorter notice.

 

Recommendation

The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company and most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Board recommends that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings, amounting to 89,578 Ordinary Shares, representing 0.06% of the issued share capital.

 

By order of the Board

GPMS Corporate Secretary Limited

Company Secretary

New Clarendon House

114-116 George Street, Edinburgh, EH2 4LH

28 January 2026

 

Directors' Responsibility Statement

 

Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with UK adopted international accounting standards, the requirements of the Companies Act 2006 and applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period.

 

In preparing these financial statements, the Directors are required to:

 

·

select suitable accounting policies and then apply them consistently;

·

make judgements and accounting estimates that are reasonable and prudent;

·

state whether they have been prepared in accordance with applicable accounting standards, subject to any material departures disclosed and explained in the financial statements;

·

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

·

prepare a Directors' Report, a Strategic Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.

 

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the Annual Report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

Website Publication

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

 

Directors' Responsibilities Pursuant to DTR4

The Directors confirm to the best of their knowledge:

 

·

the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company; and

·

the Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that the Company faces.

 

On behalf of the Board

Alan Devine

Chair

28 January 2026

 

Financial Statements

 

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 September 2025

 

 

 

For the year ended 30 September 2025

For the year ended 30 September 20234

Notes

Revenue

Revenue

Revenue

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

Total capital gains on investments

9

-

131,573

131,573

-

38,353

38,353

Currency (losses) / gains

14

-

(1,511)

 (1,511)

-

4,251

4,251

Income

2

6,912

-

6,912

6,903

-

6,903

Investment management fee

3

(554)

(10,529)

(11,083)

(571)

(10,841)

(11,412)

Other expenses

4

(1,999)

-

(1,999)

(1,269)

-

(1,269)

Profit before finance costs and taxation

4,359

119,533

123,892

5,063

31,763

36,826

Finance costs

5

(538)

(9,444)

(9,982)

(482)

(8,481)

(8,963)

Profit before taxation

3,821

110,089

113,910

4,581

23,282

27,863

Taxation

6

(546)

9

(537)

(1,329)

14

(1,315)

Profit after taxation

3,275

110,098

113,373

3,252

23,296

26,548

Earnings per share - basic and diluted

8

2.17p

73.04p

75.21p

2.13p

15.25p

17.38p

The total column is the Income Statement of the Company for the respective financial years prepared in accordance with UK adopted international accounting standards. The supplementary revenue return and capital return columns are presented in accordance with the Statement of Recommended Practice issued by the AIC ('AIC SORP').

There are no items of other comprehensive income, therefore this statement is the single statement of comprehensive income of the Company.

All revenue and capital items in the above statement are derived from continuing operations.

No operations were acquired or discontinued in the year.

The dividend which has been recommended based on this Statement of Comprehensive Income is 17.60 pence (2024: 16.80 pence) per Ordinary Share.

The accompanying notes form an integral part of these Financial Statements.

 

STATEMENT OF FINANCIAL POSITION

As at 30 September 2025

 

 

 

As at

As at

As at

 

30 September 2025

30 September 2024

1 October

2023

Notes

£'000

£'000

£'000

Non-current assets

 

 

Investments

9

1,371,157

1,177,106

1,261,995

1,371,157

1,177,106

1,261,995

Current assets

 

Receivables

10

4,952

130,147

30,117

Cash

110,069

28,358

9,436

Total current assets

 

115,021

158,505

39,553

Current liabilities

 

 

Payables

11

(3,899)

(3,704)

(5,022)

Borrowings

12

(225,555)

(139,803)

(100,883)

Net current liabilities / assets

 

(114,433)

14,998

(66,352)

Total assets less current liabilities

 

1,256,724

1,192,104

1,195,643

 

 

 

Capital and reserves

 

 

Called-up share capital

13

307

307

307

Share premium account

14

86,485

86,485

86,485

Special reserve

14

51,503

51,503

51,503

Capital redemption reserve

14

94

94

94

Capital reserves

14

1,118,335

1,053,715

1,057,254

Revenue reserve

14

-

-

-

Total shareholders' funds

 

1,256,724

1,192,104

1,195,643

 

 

 

Net asset value per equity share

15

845.5p

780.1p

777.7p

 

The accompanying notes form an integral part of these Financial Statements.

 

Following the adoption of UK adopted international accounting standards for the first time, the Company is required to present an opening Statement of Financial Position for the comparative period. There are no restatements applied to these opening balances following the transition in accounting framework.

 

The Financial Statements of Patria Private Equity Trust plc, registered number SC216638, were approved and authorised for issue by the Board of Directors on 28 January 2026 and were signed on its behalf by Alan Devine, Chair.

 

Alan Devine

Chair

28 January 2026

 

 

STATEMENT OF CHANGES IN EQUITY

 

For the year ended 30 September 2025

 

 Notes

Called-up Share Capital

 Share premium account

Special reserve

 Capital redemption reserve

Capital reserves

Revenue reserve

Total

 

 

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Balance at 1 October 20243

 

307

86,485

51,503

94

1,053,715

-

1,192,104

Profit after taxation

-

-

-

-

110,098

3,275

113,373

Dividends paid

7

-

-

-

-

(22,769)

(3,275)

(26,044)

Repurchase of shares into treasury

-

-

-

-

(22,709)

-

(22,709)

Balance at 30 September 2025

13,14

307

86,485

51,503

94

1,118,335

-

1,256,724

 

 

For the year ended 30 September 2024

 

 Notes

Called-up Share Capital

 Share premium account

Special reserve

 Capital redemption reserve

Capital reserves

Revenue reserve

Total

 

 

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Balance at 1 October 2023

307

86,485

51,503

94

1,057,254

-

1,195,643

Profit after taxation

-

-

-

-

23,296

3,252

26,548

Dividends paid

7

-

-

-

-

(21,927)

(3,252)

(25,179)

Repurchase of shares into treasury

-

-

-

-

(4,909)

-

(4,909)

Balance at 30 September 2024

13,14

307

86,485

51,503

94

1,053,715

-

1,192,104

The accompanying notes form an integral part of these Financial Statements.

 

STATEMENT OF CASH FLOWS

 

For the year ended

For the year ended

30 September 2025

30 September 2024

Notes

£'000

£'000

Operating activities

 

 

Profit before taxation

113,910

27,863

Adjusted for:

 

Finance costs

5

9,982

8,963

Gains on sale of investments

9

(73,009)

(82,804)

(Revaluation) / impairment of investment holdings

9

(60,8267

44,129

Currency losses / (gains)

14

1,511

(4,251)

Increase in non-investment related debtors

(4,650)

(108)

Decrease in creditors

128

(1,035)

Overseas withholding tax

6

(537)

(1,315)

Net cash outflow from operating activities

 

(13,492)

(8,558)

 

 

 

Investing activities

 

 

Purchase of investments

9

(234,243)

(163,713)

Proceeds from sales of investments

9

308,742

187,320

Net cash inflow from investing activities

 

74,499

23,607

 

 

 

Financing activities

 

 

Revolving credit facility - amounts drawn

12

140,399

82,954

Revolving credit facility - amounts repaid

12

(60,371)

(39,810)

Interest, commitment and amortised fees paid

(11,035)

(8,266)

Ordinary dividends paid

7

(26,044)

(25,179)

Repurchase of shares into treasury

(22,709)

(4,909)

Net cash inflow from financing activities

 

20,240

4,790

 

Net increase in cash

 

81,247

19,839

 

 

 

Cash at the beginning of the year

28,358

9,436

Currency gains / (losses) on cash

464

(917)

Cash at the end of the year

 

110,069

28,358

The accompanying notes form an integral part of these Financial Statements.

 

Included in profit before taxation is dividends received from investments of £3,820,000 (2024: £4,527,000), interest received from investments of £2,872,000 (2024: £1,791,000) and interest received from cash balances of £220,000 (2024: £586,000).

 

Included in interest, commitment and amortised fees paid is interest paid of £9,316,000 (2024: £6,989,000) and commitment fees paid of £1,719,000 (2024: £1,277,000).

 

NOTES TO THE FINANCIAL STATEMENTS

 

1. Accounting Policies

Patria Private Equity Trust plc (the 'Company') is domiciled and incorporated in Scotland and its registered address is New Clarendon House, 114-116 George Street, Edinburgh, Scotland, EH2 4LH.

 

1.1 Basis of Preparation

The Financial Statements have been prepared in accordance with the Companies Act 2006 and UK adopted international accounting standards ('IFRS'). The Company also adopts the recommendations as outlined in the Association of Investment Companies Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'AIC SORP'), updated in December 2025. The Financial Statements have been also prepared on the assumption that approval as an investment trust will continue to be granted.

 

The Financial Statements have been prepared on a going concern basis as outlined in Note 1.5.

 

The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities measured at Fair Value through Profit or Loss ('FVPL'). They are presented in Pound Sterling ('£'), which is the functional currency of the Company.

 

The Company has elected not to provide details of all sales during the period per paragraph 29 of the AIC SORP. Given the portfolio of the Company comprises all unquoted investments, it is not considered appropriate nor beneficial to the reader to provide disclosure of all such transactions during the period. Disclosure of key realisations and sales in the year relating to the Company and its Subsidiary are included within the Investment Manager's Review.

 

The principal accounting policies adopted are set out below.

 

1.2 First-time Adoption of IFRS

These Financial Statements, for the year ended 30 September 2025, are the first that have been prepared in accordance with IFRS. For periods up to and including the year ended 30 September 2024, the Company prepared its Financial Statements in accordance with Financial Reporting Standard ('FRS') 102.

 

Accordingly, the Company has prepared Financial Statements that comply with IFRS applicable as at 30 September 2025, together with the comparative period data for the year ended 30 September 2024. In preparing the Financial Statements, the Company's opening statement of financial position was prepared as at 1 October 2023, the date of transition to IFRS.

 

There were no adjustments made by the Company in restating its FRS 102 Financial Statements that has affected its reported financial position as at 1 October 2023, as well as the financial position, performance and cashflows as at, and for the year ended 30 September 2024.

 

With respect of some disclosures across the Financial Statements, including Note 9 and the Statement of Cash Flows, the Company has adopted some presentational amendments which may aggregate some of the prior year presented figures. This has no overall impact on the figures reported in the prior period.

 

1.3 New and Revised Accounting Standards/Amendments Effective for the Current Year

New and revised accounting standards and amendments that are effective for annual periods beginning 1 January 2025 which have been adopted by the Company:

 

Amendments to IAS 21 lack of exchangeability

In August 2023, the IASB issued amendments to IAS 21 on lack of exchangeability that contains guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not.

 

There are no other standards, amendments to standards or interpretations that are effective for annual periods beginning on 1 January 2025 that have had a material effect on the Company's Financial Statements for the current or prior reported periods.

 

1.4 New Accounting Standards, Amendments and Interpretations Not Yet Effective, and Which Have Not

Been Early Adopted

Other standards and amendments that are effective for subsequent reporting periods beginning on or after 1 January 2025 and have not been early adopted by the Company include:

 

·

Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments (effective 1 January 2026)

·

Amendments to Annual Improvements to IFRS Accounting Standards - Volume 11 (effective 1 January 2026)

·

New accounting standard: IFRS 18 Presentation and Disclosures in Financial Statements (effective 1 January 2027)

·

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (effective 1 January 2025)

 

1.5 Going Concern

The Financial Statements have been prepared on the going concern basis and on the basis that approval as an investment trust company will continue to be met. The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that there are adequate resources to continue in operational existence for a period of at least 12 months from the date when these Financial Statements were approved.

 

In making the assessment, the Directors have considered the likely impacts of geopolitical and economic uncertainties, the investment portfolio, which is held by both the Company and through its direct subsidiary, PPET Investments Limited ('the Subsidiary') and the Company's operations as well as the principal and emerging risks facing the Company and the Subsidiary.

 

At each Board meeting, the Directors review the Company's latest management accounts and other financial information. Following a review of the latest management accounts and other financial information, the Directors believe that the Company can meet obligations as they fall due. The commitments to investments across the Company, as well as those held by the Subsidiary, are reviewed at each Board meeting, together with its financial resources, including cash held and its borrowing capability. Cash flow scenarios are also presented and discussed at each meeting as well as severe but plausible stress testing and downside liquidity modelling scenarios with varying degrees of decline in investment valuations, decreased investment distributions and increased call rates.

 

In the event of a downside scenario, the Company can take steps to limit or mitigate the impact on the Statement of Financial Position by drawing on its borrowings, being a £400.0 million multi-currency revolving credit facility ('RCF'), as well as pausing on new commitments. It could also look to raise additional credit or capital, sell assets to increase liquidity and reduce its overcommitment ratio. After due consideration of the Statement of Financial Position, the activities of the Company, its assets, liabilities, commitments and financial resources, the Directors have concluded that the Company has adequate resources to continue in operation for at least 12 months from the approval of the Financial Statements for the year ended 30 September 2025. For this reason, they consider it appropriate to continue to adopt the going concern basis in preparing the Financial Statements.

 

1.6 Revenue, Expenses and Finance Costs

Dividends and income from unquoted investments are included when the right to receipt is established, which is the notice value date. Dividends are accounted for as revenue in the Statement of Comprehensive Income. Interest receivable is dealt with on an accruals basis.

 

All expenses are accounted for on an accruals basis. Expenses are charged through the revenue account of the Statement of Comprehensive Income except as follows:

 

·

Transaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the Statement of Comprehensive Income; and

·

The Company charges 95% of investment management fees and finance costs to capital, in accordance with the Board's expected long-term split of returns between capital gains and income from the Company's investment portfolio. Bank interest expense has been charged wholly to revenue.

 

1.7 Investments

Investments have been designated upon initial recognition as FVPL as detailed below. On the date of making a legal commitment to invest in a fund or direct investments, such commitment is recorded and disclosed. When funds are drawn in respect of these commitments, the resulting investment is recognised in the Financial Statements. The investment is removed when it is realised or when the investment is wound up. Gains and losses arising from changes in fair value are included as a capital item in the Statement of Comprehensive Income and are ultimately recognised in the capital reserves.

 

Unquoted investments are stated at the Directors' estimate of fair value and follow the recommendations of the European Private Equity and Venture Capital Association ('EVCA') and British Private Equity and Venture Capital Association ('BVCA'). The estimate of fair value is normally the latest valuation placed on an investment by its manager as at the relevant reporting date. The valuation policies used by the manager in undertaking that valuation will generally be in line with the joint publication from the EVCA and the BVCA, 'International Private Equity and Venture Capital Valuation Guidelines' ('IPEV'). Where formal valuations are not completed as at the relevant reporting date, the last available valuation from the manager is adjusted for any subsequent cash flows occurring between the valuation date and the relevant reporting date. The Company's Manager may further adjust such valuations to reflect any changes in circumstances from the last manager's formal valuation date to arrive at the estimate of fair value.

 

The Directors consider the net asset value of the Subsidiary as being equal to its fair value. The investments held by the Subsidiary are also valued under the same guidelines as the Company as described above. The Company has made the material accounting judgement that both the Company and the Subsidiary meet the definition of an investment entity, as outlined in Note 1.17. As an investment entity, the Company is therefore required to measure the investment in the Subsidiary at FVPL in accordance with IFRS 10 'Consolidated Financial Statements' ('IFRS 10'). As an investment entity is also not required to consolidate its subsidiaries, providing they are an investment entity themselves, intra-group related party transactions and outstanding balances have not been eliminated in the Financial Statements. The fair value of the Subsidiary is therefore determined on a consistent basis to all other investments measured at FVPL. Further details of the Company's Subsidiary are also detailed in Note 17.

 

For listed investments, which were actively traded on recognised stock exchanges, fair value is determined by reference to their quoted bid prices on the relevant exchange as at the close of business on the last trading day of the Company's financial year.

 

1.8 Dividends Payable

Dividends are recognised when the shareholder's right to receive payment is established. Interim dividends paid by the Company to shareholders are recognised on the payment date.

 

1.9 Capital and Reserves

Share premium - The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs.

 

Special reserve - Court approval was given on 27 September 2001 for 50% of the initial premium arising on the issue of the Ordinary Share capital to be cancelled and transferred to a special reserve. The reserve is a distributable reserve and may be applied in any manner as a distribution, other than by way of a dividend.

 

Capital redemption reserve - This reserve is used to record the amount equivalent to the nominal value of any of the Company's own shares purchased and cancelled in order to maintain the Company's capital.

 

Capital reserve - gains/(losses) on disposal - Represents gains or losses on investments realised in the period that have been recognised in the Statement of Comprehensive Income, in addition to the transfer of any previously recognised unrealised gains or losses on investments within 'Capital reserve - revaluation' upon disposal. This reserve also represents other accumulated capital-related expenditure such as management fees and finance costs, as well as other currency gains/losses from non-investment activity. Company shares which are repurchased into treasury are also represented in this reserve.

 

Capital reserve - revaluation - Represents increases and decreases in the fair value of investments that have been recognised in the Statement of Comprehensive Income during the period.

 

Revenue reserve - the revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed to shareholders as a dividend.

 

The 'revenue' and 'capital reserve -gains/(losses) on disposal' represent the amount of the Company's reserves distributable by way of dividend.

 

1.10 Taxation

i) Current taxation - Provision for corporation tax is made at the current rate on the excess of taxable income net of any allowable deductions. In line with the recommendations of the AIC SORP, the allocation method used to calculate tax relief on expenses presented against capital in the Statement of Comprehensive Income is the 'marginal basis'. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital column. Withholding tax suffered on income from overseas investments is taken to the revenue column of the Statement of Comprehensive Income.

 

ii) Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the Statement of Financial Position date, measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the Financial Statements which are capable of reversal in one or more subsequent periods.

 

Due to the Company's status as an investment trust company, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

 

1.11 Foreign Currency Translation, Functional and Presentation Currency

Foreign currency translation - Transactions in foreign currencies are converted to Sterling at the exchange rate ruling at the date of the transaction. Overseas assets and liabilities are translated at the exchange rate prevailing at the Statement of Financial Position date. Gains or losses on translation of investments held at the year-end are accounted for in the Statement of Comprehensive Income through inclusion in total capital gains/losses on investments and is transferred to capital reserves. Gains or losses on the translation of overseas currency balances held at the year-end are also accounted for through the Statement of Comprehensive Income and are transferred to capital reserves.

 

Functional and presentation currency - For the purposes of the Financial Statements, the results and financial position of the Company is expressed in Sterling, which is the functional currency and the presentation currency of the Company.

 

Rates of exchange to sterling at 30 September were:

 

 

2024

2024

Euro

1.1457

1.2019

US Dollar

1.3463

1.3414

Canadian Dollar

1.8732

1.8121

Transactions in overseas currency are translated at the exchange rate prevailing on the date of transaction.

The Company's investments are made in a number of currencies. However, the Board considers the functional currency to be Sterling. In arriving at this conclusion, the Board considers that the shares of the Company are listed on the London Stock Exchange. The Company is regulated in the United Kingdom, principally having its shareholder base in the United Kingdom, and pays dividends as well as the majority of expenses in Sterling.

1.12 Cash

Cash comprises bank balances and cash held by the Company.

1.13 Receivables

Receivables are recognised initially at fair value. They are subsequently measured at amortised cost.

1.14 Payables

Payables are recognised initially at fair value. They are subsequently stated at amortised cost.

1.15 Borrowings

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

1.16 Segmental Reporting

The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently, no business segmental analysis is provided.

1.17 Judgements and Key Sources of Estimation Uncertainty

The preparation of Financial Statements requires the Company to make estimates and assumptions and exercise judgements in applying the accounting policies that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses arising during the year. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Investment Entity Status

To meet the definition of an investment entity per IFRS 10, the entity must meet the following conditions:

 

(i) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services

(ii) commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

(iii) measures and evaluates the performance of substantially all of its investments on a fair value basis.

 

Noting the above, the Company meets each of the above crieria through its purpose as an investment trust company and the activities it undertakes. It is therefore deemed to have met the definition of an investment entity per IFRS 10.

 

In assessing the designation of the Subsidiary, it has been concluded that the Subsidiary also meets the definition of an investment entity. Whilst this entity does not exhibit all of the typical characteristics of an investment entity as described under IFRS 10, in that it serves a related party as its sole investor i.e. the Company, it does ultimately meet the same conditions per the definition provided above, albeit from the collective perspective of both the Company and the Subsidiary. As the Subsidiary meets the definition of an investment entity, it is therefore treated as an investment as fair value through profit or loss, as outlined in Note 1.7.

 

Valuation of investments

Noting the nature of the portfolio, being unquoted investments and a subsidiary holding which itself predominantely holds unquoted investments, significant judgement and estimation is required in order to value the investments held by the Company at each reporting date. The accounting policy for the valuation of the investments is outlined in Note 1.7.

 

 

2. Income

 

Year to

Year to

30 September 2025

30 September 2024

 

 

£'000

£'000

Dividends from investments

3,820

4,526

Interest from investments

2,872

1,791

6,692

6,317

Interest from cash

220

586

Total income

6,912

6,903

 

 

3. Investment Management Fees

 

Year to 30 September 2025

Year to 30 September 2024

Revenue

Capital

Total

Revenue

Capital

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

Investment management fee

554

10,529

11,083

571

10,841

11,412

 

The Manager of the Company is Patria Capital Partners LLP. In order to comply with the Alternative Investment Fund Managers Directive, the Company appointed Patria Capital Partners LLP as its Alternative Investment Fund Manager from 1 July 2014.

 

The quarterly calculated investment management fee payable to the Manager is 0.95% per annum of the NAV of the Company, adjusted for the deferred consideration associated with the secondary sale announced on 23 October 2024, which has been charged at 0.30% per annum. This deferred consideration, being a portion of the proceeds from the secondary sale which were agreed to be received by the Company at a later date, being 30 September 2025, is a deal specific adjustment to the management fee calculation as agreed with the Directors. Any Patria-managed investments held either directly by the Company or indirectly through its Subsidiary are charged at nil by the Manager. The investment management fee is allocated 95% to the realised capital reserve - gains/(losses) on disposal and 5% to the revenue account. The management agreement between the Company and the Manager is terminable by either party on 12 months' written notice.

 

Investment management fees due to the Manager as at 30 September 2025 amounted to £1,809,000 (30 September 2024: £2,627,000).

 

 

4. Administrative Expenses

 

Year to

Year to

30 September 2025

30 September 2023

 

 

£'000

£'000

 

Directors' fees

331

285

 

Employers' national insurance

43

33

 

Marketing fees

534

255

 

Secretarial and administration fees

339

281

 

Fees and subscriptions

145

116

 

Stamp duty

115

27

 

Auditor's remuneration

122

93

Professional and consultancy fees

89

34

 

Broker fees

79

19

 

Depositary fees

75

66

 

Legal fees

60

6

 

Other expenses

67

54

 

Total

1,999

1,269

 

The Company had no employees in the current or prior financial year.

 

No non-audit services were provided by the auditor, BDO LLP, during the year to 30 September 2025. The Auditor's remuneration is reported net of VAT.

 

The administration fee is payable to IQ EQ Administration Services (UK) Ltd. The administration agreement is terminable on three months' notice.

 

The secretarial fee is payable to GPMS Corporate Secretary Limited. The secretarial agreement is terminable on six months' notice.

 

 

5. Finance Costs

 

Year to 30 September 2025

Year to 30 September 2024

Revenue

Capital

Total

Revenue

Capital

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

Revolving credit facility interest expense

416

7,119

7,535

385

6,640

7,025

Revolving credit facility commitment fee

86

1,633

1,719

64

1,213

1,277

Revolving credit facility arrangement fee

36

692

728

33

628

661

Total

538

9,444

9,982

332

5,821

8,963

 

 

6. Taxation

 

 

Year to

Year to

 

30 September 2025

30 September 2024

 

 

£'000

 

£'000

Overseas withholding tax

537

 

584

 

(a) Analysis of the tax charge throughout the year

 

 

 

Year to 30 September 2025

Year to 30 September 2024

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

 

Profit before taxation

3,821

110,089

113,910

4,581

23,282

27,863

 

(b) Factors affecting the total tax charge for the year

The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences are explained below.

 

 

 

 

 

Year to 30 September 2025

Year to 30 September 2024

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

 

Profit multiplied by the effective rate of corporation tax in the UK - 25.0% (2024: 25.0%)

955

27,522

28,477

1,145

5,821

6,966

 

Non-taxable capital gains on investments 1

-

(32,893)

(32,893)

-

(9,588)

(9,588)

 

Non-taxable currency losses/(gains)

-

378

378

-

(1,063)

(1,063)

 

Non-taxable income

(946)

-

(946)

(1,131)

-

(1,131)

 

Overseas withholding tax

537

-

537

1,315

-

1,315

 

Surplus management expenses and loan relationship deficits not relieved

-

4,984

4,984

-

4,816

4,816

 

Total tax charge/(credit) for the year

546

(9)

537

1,329

(14)

1,315

 

 

1 The Company carries on business as an investment trust company with respect to sections 1158-1159 of the Corporation Tax Act 2010. As such any capital gains are exempt from UK taxation.

 

(c) Factors that may affect future tax charges

At the year-end, the Company has £80,854,000 (2024: £60,911,000; 2023: £41,644,000) of excess management expenses and non-trading deficit carried forward. In relation to this, there is a potential deferred tax asset of £21,037,000 (2024: £16,053,000; 2023: £11,203,000). The deferred tax asset is unrecognised at the year-end in line with the Company's stated accounting policy.

 

The corporation tax main rate for the years 1 April 2024 and 2025 was 25%. Deferred taxes at the Statement of Financial Position date have been measured at these enacted rates and reflected in these Financial Statements.

 

 

7. Dividend on Ordinary Shares

 

Year to

Year to

30 September 2025

30 September 2024

 

 

£'000

£'000

 

Amount recognised as a distribution to equity holders in the year:

 

2024 third interim dividend of 4.20p (2023: 4.00p) per Ordinary Share paid on 25 October 2024 (2023: paid on 27 October 2023)

6,421

6,150

 

2024 fourth interim dividend of 4.20p per Ordinary Share (2023: 4.00p) paid on 24 January 2025 (2023: paid on 24 January 2024)

6,380

6,150

 

2025 first interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 25 April 2025 (2024: paid on 26 April 2024)

6,655

6,441

 

2025 second interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 25 July 2025 (2024: paid on 26 July 2024)

6,588

6,438

 

Total

26,044

25,179

 

Set out below are the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of sections 1158-1159 of the Corporation Tax Act 2010 are considered. Of the total profit after taxation for the year of £113,373,000 (2024: £26,548,000), the total revenue and capital profits which are available for distribution by way of a dividend for the year is £59,631,000 (2024: £65,791,000).

 

Year to

Year to

 

30 September 2025

30 September 2024

 

£'000

£'000

 

 

 

 

2025 first interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 25 April 2025(2024: paid on 26 April 2024)

6,655

6,441

 

2025 second interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 25 July 2025 (2024: paid on 26 July 2024)

6,588

6,438

 

2025 third interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 24 October 2025 (2024: paid on 25 October 2024)

6,545

6,421

 

2025 fourth interim dividend of 4.40p (2024: 4.40p) per Ordinary Share paid on 23 January 2026 (2024: paid on 24 January 2025)

6,538

6,381

 

Total

26,326

25,681

 

 

8. Earnings Per Share - Basic and Diluted

 

Year to

Year to

30 September 2025

30 September 2024

 

 

p

£'000

p

£'000

The net return per Ordinary Share is based on the following figures:

Revenue net return

2.17

3,275

2.13

3,252

Capital net return

73.04

110,098

15.25

23,296

Total net return

75.21

113,373

17.38

26,548

 

 

Weighted average number of Ordinary Share in issue excluding those held in treasury:

 

150,739,741

152,806,166

 

There are no diluting elements to the earnings per share calculation in 2025 (2024: none).

 

 

9. Investments

 

 

Year to 30 September 2025

Year to 30 September 2024

As at 1

October 2023

 

 

Total

Total

Unquoted investments

 

 

£'000

£'000

£'000

Fair value through profit or loss:

 

Opening market value

1,177,106

1,261,995

1,192,380

Opening investment holding gains

(260,069)

(304,198)

(346,062)

Opening book cost

917,037

957,797

846,318

 

Movements in the year:

 

Purchases of investments

234,243

163,713

193,303

Sales of investments

(174,028)

(287,276)

(194,550)

977,252

834,233

845,071

Gains on sale of investments

73,009

82,804

112,726

Closing book cost

1,050,261

917,037

957,797

Closing investment holding gains

320,896

260,069

304,198

Closing market value

1,371,157

1,177,106

1,261,995

 

The purchase of investments relates to capital Investment through both contributions made to underlying investments and the secondary purchase of investments during the year. All amounts are deemed at cost.

 

The sale of investments relates to proceeds received from underlying investment distributions and the secondary sale of investments during the year.

 

Year to 30 September 2025

Year to 30 September 2024

As at 1

October 2023

Total

£'000

Total

£'000

Total

£'000

Gains on investments held at fair value through profit or loss based on historical costs.

 

73,009

 

82,804

 

112,726

Gains recognised as unrealised in previous years in respect of sale of investments.

 

(33,943)

 

(64,168)

 

(46,367)

Gains on distribution of sale of investments based on the carrying value at the previous year-end date

 

39,066

 

18,636

 

66,359

Net movement in unrealised investment gains

94,770

20,390

4,503

Total gains on investments held at fair value through profit or loss

133,836

38,675

70,862

 

Transaction costs

During the year expenses were incurred in acquiring or disposing of investments. These have been expensed through capital and are included within capital gains on investments of £131,573,000 (2024: £38,353,000) in the Statement of Comprehensive Income. The total costs were as follows:

 

Year to 30 September 2025

Year to 30 September 2024

£'000

£'000

Transaction costs

2,263

322

 

 

10. Receivables

 

As at

30 September 2025

As at

30 September 2024

As at

1 October 2023

 

 

£'000

£'000

£'000

Due from related parties

4,719

-

-

Other receivables

131

-

-

 

Prepayments

66

104

39

 

Interest receivable

36

47

38

 

Investments receivable

-

129,996

30,040

 

Total

4,952

130,147

30,117

 

 

11. Payables

 

As at

30 September 2025

As at

30 September 2024

As at

1 October 2023

 

 

£'000

£'000

£'000

Management fee

1,809

2,627

3,943

 

Accruals

1,712

998

888

 

Other payables

374

-

-

 

Secretarial and administration fee

4

79

191

 

Total

3,899

3,704

5,022

 

 

12. Borrowings

 

As at

30 September 2025

As at

30 September 2024

As at

1 October 2023

 

 

£'000

£'000

 

 

Borrowings

225,555

139,803

100,883

 

On 24 January 2025, the Company announced an expansion to the committed, multi-currency syndicated RCF, which has increased from £300.0 million to £400.0 million. Banco Santander, S.A. and State Street Bank & Trust Company joined the syndicate of banks as new lenders alongside current providers The Royal Bank of Scotland International Limited (London Branch), Société Générale, London Branch and State Street Bank International GMBH. NatWest Markets plc continues to act as facility agent and will now also act as security agent to the syndicate of banks.

 

The effective date of the amended facility was 3 February 2025. This credit facility now matures on 3 February 2028 with options to extend for up to a further two years.

 

The interest rate on each loan drawn within the facility is now calculated as the margin of 2.6% plus the defined reference rate, dependent on the currency drawn. The commitment fee payable on non-utilisation is between 0.8% and 0.9% per annum, depending on the level of utilisation.

 

At 30 September 2025, £227,377,000 (30 September 2024: £140,616,000; 1 October 2023: £102,358,000) had been drawn down.

 

Inclusive of the borrowings balance is £1,823,000 of unamortised fees which partially offsets the total amount of the facility balance drawn as at 30 September 2025 (2024: £813,000; 2023: £1,475,000).

 

As part of the amended facility, security has been granted to the lenders over certain balances of the Company. This security may be utilised under certain conditions of the agreement, namely the event of default of the Company as a borrower. In the event of default arising, the lenders would be entitled to offset assets subject to security against past due obligations, being loans drawn under the facility.

 

As at 30 September 2025, the assets subject to security under the agreement are the cash balances of the Company of £110,069,000 and the value of shares held in PPET Investments Limited, being £39,711,000.

 

As at 30 September 2025, the Company was not in default under the terms of facility, therefore no amounts were subject to offset under the terms of the agreement.

 

Per the terms of the amended facility, the Company must also comply with the following financial covenants at all times:

 

·

the total borrowings must not exceed 30% of the adjusted portfolio value;

·

the portfolio contains not less than 350 underlying private company investments;

·

the portfolio contains not less than 30 investments;

·

that further commitment to investments are not made where the LTV exceeds 25%;

·

Undrawn commitments less the total liquidity amount does not exceed 65% of the portfolio NAV; and

·

Portfolio NAV must be at least equal to £500.0m.

 

Over the year to 30 September 2025, the Company met all of the above covenant conditions. In addition to the above, the Company is subject to general and information covenants, including the timely provision of audited financial statements and quarterly compliance certificates which include a valuation of the portfolio. Non-compliance with covenants is considered a default under the terms of the facility, which therefore may result in action from the lender with respect of the assets subject to the security described above.

 

Analysis of changes in net debt

 

Year ended 30 September 2025

As at 30 September 2024

£'000

Cashflows

£'000

Operational non-cash charges1

As at 30 September 2025

£'000

Cash

28,358

81,247

464

110,069

Borrowings

(139,803)2

(80,028)

(5,723)

(225,555)

Net debt

(111,445) 2

1,219

(5,260)

(115,486)

 

 

As at 1

October 2025

£'000

Cashflows

£'000

Operational non-cash charges1

As at 30 September 2024

£'000

Cash

9,436

19,839

(917)

28,358

Borrowings

(100,883)

(43,142)

(4,221)

(139,803)2

Net debt

(91,447)

(23,303)

(5,138)

(111,445) 2

1 Operating non-cash charges relate to foreign currency movements as well as the amortisation of capitalised arrangement fees which are included against the borrowings balance.

2 It is noted in the Annual Report & Accounts for year ended 30 September 2024 that this figure was not presented as a negative in error. This has been restated in the current year for the correct disclosure for the purpose of the current year reconciliation.

 

 

13. Called-up Share Capital

 

As at 30 September 2025

As at 30 September 2024

As at 1

October 2023

 

 

£'000

£'000

 

Issued and fully paid:

 

Ordinary shares of 0.2p

 

 

Opening balance of 152,806,166 (2024: 153,746,294) Ordinary Shares

307 

307 

307

 

Closing balance of 148,644,166 (2024: 152,806,166) Ordinary Shares

307 

307 

307

 

 

The Company may buy back its own shares where it is judged to be beneficial to shareholders, taking into account the discount between the Company's net assets and the share price, and the supply and demand for the Company's shares in the open market.

 

The Company repurchased 4,162,000 (2024: 940,128; 2023: none) of its own Ordinary Shares during the year ended 30 September 2025, which are held in treasury. Including shares held in treasury, the Company has a total number of 153,746,294 shares in issue.

 

 

14. Reserves

Year ended 30 September 2025

 

 

 

Capital reserves

 

 

Share

Special

Capital

Gains/

Revaluation

Revenue

premium

reserve

redemption

(losses) on

 

reserve

account

 

reserve

disposal

 

 

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Opening balances at 1 October 2024

86,485 

51,503 

94 

788,712

265,003

-

 

Gains on disposal of investments

-

-

-

73,009

-

-

 

Management fee charged to capital

-

-

-

(10,529)

-

-

 

Finance costs charged to capital

-

-

-

(9,444)

-

-

 

Transaction costs

-

-

-

(2,263)

-

-

 

Tax relief on management fee and finance costs above

-

-

-

9

-

-

 

Currency gains / (losses) /

-

-

-

5,574

(7,085)

-

 

Revaluation of investments

-

-

-

-

60,827

-

 

Repurchase of shares into treasury

(22,709)

 

Return after taxation

-

-

-

-

-

3,252

 

Dividends during the year

-

-

-

(22,769)

-

(3,252)

 

Closing balances at 30 September 2025

86,485 

51,503 

94 

799,590

318,745

-

 

The 'revenue' and 'capital reserve - gains/(losses) on disposal' represent the amounts of the Company's reserve distributable by way of dividend.

 

Year ended 30 September 2024

 

 

 

Capital reserves

 

 

Share

Special

Capital

Gains/

Revaluation

Revenue

premium

reserve

redemption

(losses) on

 

reserve

account

 

reserve

disposal

 

 

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Opening balances at 1 October 2023

86,485 

51,503 

94 

753,009

304,245

-

 

Gains on disposal of investments

-

-

-

82,804

-

-

 

Management fee charged to capital

-

-

-

(10,841)

-

-

 

Finance costs charged to capital

-

-

-

(8,481)

-

-

 

Transaction costs

-

-

-

(322)

-

-

 

Tax relief on management fee and finance costs above

-

-

-

14

-

-

 

Currency (losses) / gains

-

-

-

(635)

4,885

-

 

Revaluation of investments

-

-

-

-

(44,127)

-

 

Cost re issue of shares in lieu of scrip dividend

-

-

-

-

-

-

 

Scrip issue of ordinary shares

-

-

-

-

(41,864)

-

 

Repurchase of shares into treasury

-

-

-

(4,909)

-

-

 

Return after taxation

-

-

-

--

-

3,252

 

Dividends during the year

-

-

-

(21,927)

-

(3,252)

 

Closing balances at 30 September 2024

86,485 

51,503 

94 

788,712

265,003

-

 

The 'revenue' and 'capital reserve - gains/(losses) on disposal' represent the amounts of the Company's reserve distributable by way of dividend.

 

 

15. Net Assets Per Equity Share

 

 

 

As at 30 September 2025

As at 30 September 2024

As at 1 October 2023

 

Basic and diluted:

 

 

 

Ordinary shareholders' funds

£1,256,723,980

£1,192,104,190

£1,195,643,000

Number of Ordinary Shares in issue

153,746,294

153,746,294

153,746,294

Number of Ordinary Shares in issue excluding those held in treasury

 

148,644,166

 

152,806,166

 

153,746,294

Net asset value per ordinary share

845.5p

780.1p

777.7p

 

The net assets per Ordinary Share and the ordinary shareholders' funds are calculated in accordance with the Company's Articles of Association.

 

There are no diluting elements to the net assets per equity share calculation in 2025 (2024: none; 2023: none).

 

 

16. Commitments and Contingent Liabilities

 

 

 

As at 30 September 2025

As at 30 September 2024

As at 1 October 2023

 

 

£'000

£'000

£'000

 

Outstanding calls on investments

689,459

652,709

651,991

 

This represents commitments made to fund and direct investments which remain undrawn at the respective reporting dates. The undrawn commitments will be paid by the Company upon the request of the investment general partner or manager, in line with the terms per each underlying agreement.

 

 

17. Investment in Subsidiaries

As at 5 March 2025, the Company became the sole investor in PPET Investments Limited ('the Subsidiary'), a Qualifying Asset Holding Company. The purpose of the Subsidiary is to hold investments on behalf of the Company as security for its multi-currency revolving credit facility, as detailed in Note 12.

 

As at 30 September 2025, the Company holds 2,998 shares in the Subsidiary, at a price of £0.0001. The number of shares represents all forms of equity, both voting and non-voting, that is issued by the Subsidiary.

 

During the period ended 30 September 2025, additional share premium of £30,020,000 was paid by the Company with respect of the shares issued.

 

Details of the Subsidiary are as follows:

 

Investment

Registered Office

Ownership Interest

Direct / Indirect Holdings

Share Class

PPET Investments Limited

New Clarendon House,

114-116 George Street, Edinburgh, EH2 4LH

100%

Direct

Ordinary Shares

 

As outlined in Note 1.7, the Subsidiary is not consolidated and is held within investments on the Statement of Financial Position, recognised at FVPL.

 

 

18. Parent Undertaking, Related Party Transactions and Transactions with the Manager

The ultimate parent undertaking of the Company is Phoenix Group Holdings. The results of the Company are incorporated into the group Financial Statements of Phoenix Group Holdings, which will be available to download from the website www.thephoenixgroup.com.

 

Phoenix Life Limited ('PLL', which is 100% owned by Phoenix Group Holdings) and the Company have entered into a relationship agreement which provides that, for so long as PLL and its Associates exercise, or control the exercise, of 30% or more of the voting rights of the Company, PLL and its Associates will not seek to enter into any transaction or arrangement with the Company which is not conducted at arm's length and on normal commercial terms, take any action that would have the effect of preventing the Company from carrying on an independent business as its main activity or from complying with its obligations under the Listing Rules or propose or procure the proposal of any shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules. During the year ended 30 September 2025, PLL received dividends from the Company totalling £14,498,000 (2024: £13,509,000).

 

During the period ended 30 September 2025, the Manager charged management fees totalling £11,083,000 (2024: £11,411,000) to the Company in the normal course of business. The balance of management fees outstanding at 30 September 2025 was £1,809,000 (2024: £2,627,000).

 

GPMS Corporate Secretary Limited, which shared the same ultimate parent as the Manager during the period ended 30 September 2025, received fees for the provision of Company Secretarial services of £93,000 (30 September 2024: £42,000) during the period. The balance of secretarial fees outstanding at 30 September 2025 was £Nil (2024: £42,000).

 

Patria Private Equity (Europe) Limited, which shared the same ultimate parent as the Manager during the period ended 30 September 2025, received fees following settlement of local US tax liabilities on behalf of the Company of £92,000 (30 September 2024: £65,000) during the period. The balance of fees outstanding at 30 September 2025 was £Nil (2024: £Nil).

 

The Company has a $75,000,000 commitment to Patria SOF V SCSp, whose portfolio adviser shares the same ultimate parent of the Manager. As at 30 September, no capital contributions have been paid to or distributions have been received from this investment (30 September 2024: £Nil).

 

The emoluments paid to the Directors during the year can be found in the Directors' Remuneration Report in the Annual Report. Employer's national insurance paid in relation to Director remuneration is shown in Note 4 to the Financial Statements. As at 30 September 2025, there was no outstanding amounts (2024: Nil) payable to the Directors.

 

The Company has an investment in a subsidiary, PPET Investments Limited, details of which are in Note 17. A balance of £4,719,000 is currently owed by the Subsidiary to the Company at 30 September 2025, as disclosed in Note 10.

 

No other related party transactions were undertaken during the year ended 30 September 2025.

 

 

19. Risk Management, Financial Assets and Liabilities

 

Financial Assets and Liabilities

The Company's financial instruments comprise unquoted investments, cash balances, receivables, payables and borrowings that arise from its operations. The assets and liabilities are managed in line with the investment objective.

 

Summary of Financial Assets and Financial Liabilities by Category

The carrying amounts of the financial assets and financial liabilities, as recognised at the Statement of Financial Position date of the reporting periods under review, are categorised as follows:

 

 

 

30 September 2025

30 September 2024

 

£'000

£'000

 

Financial assets

 

Financial assets measured at fair value through profit or loss:

 

 

Fixed asset investments - designated as such on initial recognition

1,371,157

1,177,106

 

Financial assets measured at amortised cost:

 

 

Investments receivable

-

129,996

 

Cash

110,069

28,358

 

Receivables

4,886

-

 

1,486,112

1,335,460

 

Non-financial assets

 

 

Non-financial assets measured at amortised cost:

 

 

Receivables

66

151

 

66

151

 

Financial Liabilities

 

 

Financial liabilities measured at amortised cost:

 

 

Payables

3,899

3,704

 

Borrowings

225,555

139,803

 

229,454

143,507

 

Assets/Liabilities Measured at Amortised Cost

The carrying value of the current assets and liabilities measured at amortised cost is deemed to be fair value due to the short-term nature of the instruments and/or the instruments bearing interest at the market rates.

 

Risk Management

The Directors are responsible for the risk management and internal control systems, as outlined in the Principal Risks and Uncertainties section. The Company's activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The most important types of financial risk to which the Company is exposed is market risk, over-commitment risk, liquidity risk, credit risk and interest rate risk.

 

Please note that all sensitivity calculations given in this note are based on positions at the respective Statement of Financial Position dates and are not representative of the year as a whole.

 

Market Risk

a) Price Risk

The Company holds unquoted investments, being private equity fund of funds and direct investments, as well as a Subsidiary which in itself holds similar investments. The Company is therefore at risk of economic and geopolitical factors, both of which may affect the pricing of potential new investments, the valuation of currently held investments and also the price and timing of exiting investments. By having a diversified and rolling portfolio of investments the Company is well placed to take advantage of economic cycles, which is managed in line with the investment policy. The portfolio also allows the Company to not possess any specific concentration risk which requires disclosure in this note.

 

The valuation methodology employed by the managers of the unquoted investments may include the application of EBITDA ratios derived from listed companies with similar characteristics. Therefore, the value of the Company's portfolio is indirectly affected by price movements on listed financial exchanges. A 20% increase in the valuation of investments at 30 September 2025 would have increased the net assets attributable to the Company's shareholders and the total return for the year by £274,231,000 (2024: £235,421,000); a 20% change in the opposite direction would have decreased the net assets attributable to the Company's shareholders and the total return for the year by an equivalent amount. Due to the private nature of the underlying companies in which the Company's investments are invested, it is not possible for the Company to pinpoint the effect to the Company's net assets of changes to the EBITDA ratios of listed markets any more accurately.

 

b) Currency Risk

The Company makes fund commitments and direct investments in currencies other than Sterling and, accordingly, a significant proportion of its investments, borrowings and cash balances are in currencies other than Sterling. Therefore, the net assets of the Company are sensitive to movements in foreign exchange rates.

 

The Manager monitors the exposure to foreign currencies and reports to the Board on a regular basis. It is not Company policy to hedge foreign currency risk. It is expected that the majority of commitments to investments will be denominated in Euros. Accordingly, the majority of the Company's indebtedness will usually be held in that currency. No currency swaps or forwards were used during the year.

 

The table below sets out the Company's currency exposure.

 

 

30 September 2025

30 September 2024

 

Local

Sterling

Local

Sterling

 

 

Currency

Equivalent

Currency

Equivalent

 

'000

£'000

'000

£'000

 

Fixed asset investments:

 

Euro

1,121,039

978,443

1,033,478

859,906

 

US Dollar

399,416

296,688

337,745

251,795

 

Sterling

96,026

96,026

65,406

65,406

 

 

 

 

Cash:

 

 

 

Euro

124,543

108,701

25,491

21,210

 

US Dollar

1,080

802

7,018

5,232

 

Sterling

566

566

1,915

1,915

 

Canadian Dollar

-

-

3

1

 

 

 

 

Investment receivable:

 

 

 

Euro

-

-

156,236

129,996

 

 

 

 

Other receivables:

 

 

 

US Dollar

6,364

4,727

23

17

 

Sterling

208

208

105

105

 

Euro

19

17

34

28

 

 

 

 

Borrowings:

 

 

 

Euro

(234,000)

(204,235)

(168,022)

(139,803)

 

Sterling

(10,178)

(10,178)

-

-

 

US Dollar

(15,000)

(11,142)

-

-

 

 

 

 

Other payables:

 

 

 

Sterling

(2,661)

(2,661)

(2,993)

(2,993)

 

Euro

(1,346)

(1,175)

(807)

(672)

 

US Dollar

(84)

(63)

(53)

(39)

 

Total

 

1,256,724

1,192,104

 

 

Outstanding commitments:

 

Euro

556,866

486,033

562,123

467,715

 

US Dollar

238,746

177,341

202,764

151,164

 

Sterling

26,085

26,085

33,830

33,830

 

Total

 

689,459

652,709

 

c) Currency Sensitivity

During the year ended 30 September 2025, Sterling depreciated by 4.7% relative to the Euro (2024: appreciated 4.3%) and appreciated by 0.4% relative to the US Dollar (2024: appreciated 9.9%).

 

To highlight the sensitivity to currency movements, if the value of Sterling had weakened against both of the above currencies by 10% compared to the exchange rates at 30 September 2025, NAV would increase by £130,307,000 (2024: £125,221,000); a 10% change in the opposite direction would cause the NAV to fall by £106,615,000 (2024: £102,454,000).

 

Using the measure as above, the amount of outstanding commitments would have increased by £60,307,000 at the year-end (2024: £56,309,000); a 10% change in the opposite direction would have decreased the amount of outstanding commitments by £73,708,000 (2024: £68,822,000).

 

Liquidity Risk

The Company solely holds unquoted investments and its Subsidiary, which are generally illiquid. As a result, the Company may not be able to liquidate its investments quickly at an amount close to their fair value in order to meet its liquidity requirements, including the need to meet outstanding undrawn commitments. The Company manages its liquidity typically through cash and borrowings to ensure sufficient resources are available to meet contractual commitments and other financial needs. Liquidity risk is monitored by the Manager on an on going basis and by the Board on a regular basis. Payables, per Note 11, all fall due within one year. Borrowings, as described in Note 12, total £227,377,000 drawn as at 30 September 2025 (2024: £140,616,000). The maturity date of each loan drawn under the facility as at 30 September 2025 falls within less than one year. As such, the Company has an amount of £172,623,000 (2024: £159,384,000) still available to be drawn at this date.

 

Credit Risk

Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits. The Company places funds with authorised deposit takers from time to time and, therefore, is potentially at risk from the failure of any such institution. At the reporting date, the financial assets exposed to credit risk amounted to the following:

 

 

30 September 2025

30 September 2024

 

£'000

£'000

 

Cash

110,069

28,358

 

Investment receivable

-

129,996

 

110,069

158,354

 

The Company's cash is held by Société Générale, which is rated A by Standard and Poor's (previously BNP Paribas Securities Services SA, which is rated A+ by Standard and Poor's). Should the credit quality or the financial position of the bank deteriorate significantly, the Manager would move the cash balances to another institution.

 

Interest Rate Risk

The Company will be affected by interest rate changes as it holds some interest-bearing financial assets and liabilities, being cash and borrowings. Such interest rate movements for example may affect the level of interest earned on cash and also the interest payable on any borrowings. The possible effects on the cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. Derivative contracts are not used to hedge against any exposure to interest rate risk.

 

Interest Risk Profile

The interest rate risk profile of the portfolio of financial assets and liabilities at the Statement of Financial Position date was as follows:

 

 

30 September 2025

30 September 2024

 

Weighted average

 

Weighted average

 

 

interest rate

 

interest rate

 

 

 

%

£'000

%

£'000

 

Floating rate

 

Financial assets: Cash

1.43

110,069

3.05

28,358

 

Financial liabilities: Borrowings

4.86

225,555

5.58

139,803

 

The weighted average interest rate on the borrowings is based on the interest rate paid on the individual loan balances, weighted by the duration and value of each individual loan balance outstanding during the financial year.

 

Interest Rate Sensitivity

An increase of 1% in interest rates would have decreased the net assets attributable to the Company's shareholders by £1,024,000 (2024: £1,258,000). A decrease of 1% would have increased the net assets attributable to the Company's shareholders by £1,024,000 (2024: £1,258,000). The calculations are based on the interest paid and received during the year.

 

Capital Management Policies and Procedures

The Company's capital management objectives are:

 

·

to ensure that the Company will be able to continue as a going concern; and

·

to maximise the return to its equity shareholders through an appropriate balance of equity capital and debt.

 

The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period. Any year-end positions are presented in the Statement of Financial Position.

 

The Board monitors and reviews the structure of the Company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the Manager's views on the market and the extent to which revenue in excess of that which is required to be distributed should be retained.

 

As at the year-end, the Company had net debt of £115.5 million (2024: £111.4 million). The Company's maximum borrowing capacity, which is based on the Articles of Association, is an amount equal to the aggregate of the amount paid up on the issued share capital of the Company and the amount standing to the credit of the reserves of the Company. However, it is expected that borrowings would not normally exceed 30% of the Company's net assets at the time of drawdown from existing borrowings held.

 

The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends under sections 1158/1159 of the Corporation Tax Act 2010 and by the Companies Act 2006, respectively.

 

 

20. Fair Value Hierarchy

IFRS 13 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following classifications:

 

·

Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

·

Level 2: Inputs other than quoted prices included within Level 1 that are observable (i.e., developed using market data) for the asset or liability, either directly or indirectly.

·

Level 3: Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

 

The movement in level 3 investments is shown in Note 9 ('Unquoted investments').

 

The Company's financial assets, measured at fair value in the Statement of Financial Position, are grouped into the following fair value hierarchy at 30 September 2025.

 

As at 30 September 2025

Level 1

Level 2

Level 3

Total

Financial assets at fair value through profit or loss

£'000

£'000

£'000

£'000

Unquoted investments

-

-

1,371,157

1,371,157

Net fair value

-

-

1,371,157

1,371,157

As at 30 September 2024

Level 1

Level 2

Level 3

Total

Financial assets at fair value through profit or loss

£'000

£'000

£'000

£'000

Unquoted investments

-

-

1,177,106

1,177,106

Net fair value

-

-

1,177,106

1,177,106

 

The movement in level 3 investments during the current and prior year is shown in Note 9 ('Unquoted investments').

 

Unquoted Investments

Unquoted investments are stated at the Directors' estimate of fair value and follow the recommendations of the European Private Equity and Venture Capital Association ('EVCA') and British Private Equity and Venture Capital Association ('BVCA'). The estimate of fair value is normally the latest valuation placed on an investment by its manager as at the relevant reporting date. The valuation policies used by the manager in undertaking that valuation will generally be in line with the joint publication from the EVCA and the BVCA, 'International Private Equity and Venture Capital Valuation Guidelines' ('IPEV'). Where formal valuations are not completed as at the relevant reporting date, the last available valuation from the manager is adjusted for any subsequent cash flows occurring between the valuation date and the relevant reporting date. The Company's Manager may further adjust such valuations to reflect any changes in circumstances from the last manager's formal valuation date to arrive at the estimate of fair value. With respect of the valuation of the portfolio as at 30 September 2025, no investment held has been subject to a valuation adjustment by the Company following the receipt of the capital account statement or equivalent received from the underlying investment manager.

 

Investment in subsidiaries

Investments in subsidiaries, which are held as part of investments, are equally designated as FVPL. The Directors consider the net asset value of the Subsidiary as being equal to its fair value. The investments held by the Subsidiary are also valued under the same guidelines as the Company.

21. Subsequent Events

The Directors have identified no significant events that occurred after the reporting date.

 

ALTERNATIVE PERFORMANCE MEASURES

APMs are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes UK adopted international accounting standards and the Association of Investment Companies Statement of Recommended Practice ('AIC SORP').

 

Please note that the following the change in accounting framework of the Company, as outlined in Note 1.2 on none of the prior year comparative APMs have required restatement.

 

The APMs are 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 in the Glossary to the Annual Report.

 

In selecting these APMs, the Directors considered the key objectives and expectations of typical investors in an investment trust such as PPET.

 

Where applicable, an APM may also include the activities of the subsidiary, PPET Investments Limited, on a look through basis.

 

Annualised NAV Total Return

Annualised NAV total return is calculated as the return of the net asset value ('NAV') per share compounded on a monthly basis, based on reported NAV per share. This is inclusive of all dividends received during the period stated and assumes all dividends are reinvested in the month they are received and generate the same return as NAV per share during each reporting period.

 

Since inception, PPET has delivered an annualised NAV total return of 10.9%.

 

Discount

The amount by which the market price per share is lower than the net asset value ('NAV') per share of an investment trust. The discount is normally expressed as a percentage of the NAV per share.

 

 

 

As at

30 September2025

As at

30 September2024

Share price (p)

a

555.0

535.0

Net Asset Value per share (p)

b

845.5

780.1

Discount (%)

c = (b-a) / b

34.4

31.4

 

Dividend yield

The total dividend per Ordinary Share in respect of the financial year divided by the share price, expressed as a percentage, calculated at the year-end date of the Company.

 

 

As at

30 September2025

As at

30 September2024

Dividend per share (p)

a

17.6

16.8

Share price (p)

b

555.0

535.0

Dividend yield (%)

c = a / b

3.2

3.1

 

Gearing or Gearing ratio

Gearing refers to the ratio of the Company's debt to its equity capital. The Company may borrow money to invest in additional investments for its portfolio.

 

 

As at

30 September2025

As at

30 September2024

Debt drawn (£'000)

a

227,377

140,616

Net asset value (£'000)

b

1,256,724

1,192,104

Gearing ratio

c = a / b

18.1%

11.8%

 

 

NAV total return ('NAV TR')

NAV TR shows how the net asset value ("NAV") has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. This does not assume dividend re-investment.

 

 

 

As at

30 September2025

As at

30 September2024

Opening net asset value per share (p)

a

780.1

777.7

Closing net asset value per share (p)

b

845.5

780.1

Price movement (%)

c = (b-a) - 1

8.4%

0.3%

Dividend income return (%)

d

2.2%

2.1%

NAV TR

e = c + d

10.6%

2.4%

 

Ongoing charges ratio ('OCR')

The ongoing charges ratio is calculated as management fees and all other recurring operating expenses that are payable by the Company and its Subsidiary, excluding the costs of purchasing and selling investments, performance fees, finance costs, taxation, non-recurring costs, and the costs of any share buyback transactions, expressed as a percentage of the average NAV during the period.

 

The ongoing charges ratio has been calculated in accordance with the applicable guidance issued by the Association of Investment Companies.

 

 

As at

30 September 2025

£'000

As at

30 September 2024

£'000

Investment management fee

a

11,083

11,412

Company administrative expenses

b

1,999

1,269

Company only ongoing charges

c = a + b

13,082

12,681

Subsidiary administrative expenses

d

49

-

Ongoing charges

e = c + d

13,131

12,861

Average net assets

f

1,212,139

1,200,147

Ongoing charges ratio

g = e / f

1.08%

1.06%

 

Over-commitment ratio

Outstanding commitments of the Company and Subsidiary, less cash, the value of undrawn debt facilities and any deferred consideration from secondary sales, divided by portfolio NAV.

 

Year ended 30 September 2025

Company

£'000

Subsidiary

£'000

Total

£'000

Undrawn commitments

689,459

69,858

759,317

Less cash

(110,069)

(11,476)

(121,545)

Less undrawn debt facility

(172,623)

-

(172,623)

Less deferred consideration

-

-

-

Net outstanding commitments

465,149

Portfolio NAV1

1,331,446

43,412

1,374,858

Over-commitment ratio

33.8%

1 With respect of the Company, this excludes the net asset value of the Subsidiary, which is considered in the subsequent column.

 

Year ended 30 September 2024

Company

£'000

Subsidiary

£'000

Total

£'000

Undrawn commitments

652,708

69,858

652,708

Less cash

(28,358)

(11,476)

(28,358)

Less undrawn debt facility

(159,384)

-

(159,384)

Less deferred consideration

(129,996)

-

(129,996)

Net outstanding commitments

Portfolio NAV1

1,177,106

-

1,177,106

Over-commitment ratio

28.5%

1 With respect of the Company, this excludes the net asset value of the Subsidiary, which is considered in the subsequent column.

 

Share price total return

Share price total return shows the return derived from the combination of share price movements during the period and dividends received. It does not assume dividend re-investment.

 

 

 

As at

30 September2025

As at

30 September2024

Opening share price per share (p)

a

535.0

442.0

Closing share price per share (p)

b

555.0

535.0

Price movement (%)

c = (b / a) - 1

3.7%

21.0%

Dividend return income (%)

d

3.3%

3.9%

Share price total return (%)

e = c + d

7.0%

24.9%

 

 

 

The financial information set out above does not constitute the Company's statutory accounts for the years ended 30 September 2025 or 2024 but is derived from those accounts. Statutory accounts for 2024 have been delivered to the registrar of companies, and those for 2025 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006

 

The statutory accounts for the financial year ended 30 September 2025 have been approved by the Board and audited but will not be filed with the Registrar of Companies until after the Company's Annual General Meeting which will be held on 25 March 2026 at 12:30pm at Investec Offices, 30 Gresham Street, London, EC2V 7QP.

 

The Annual Report will be posted to shareholders shortly and copies are available from the Manager or from the Company's website (www.patriaprivateequitytrust.com).

 

 

For Patria Private Equity Trust plc

GPMS Corporate Secretary Limited, Company Secretary

 

For further information, please contact:

 

For Patria Private Equity Trust plc

 

Alan Gauld, Fund Manager

[email protected]

Investec Bank plc

+44 (0)20 7597 4000

Lucy Lewis

 

Denis Flanagan

 

 

 

 

SEC Newgate (For Media)

Sally Walton

+44 (0)20 3757 6872

[email protected]

 

* Neither the Company's website nor the content of any website accessible from hyperlinks on it (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.

 

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