REG - Patria Pvt Eq Trust. - Annual Financial Report
29/01/2026 07:00
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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 basis
and 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 17.6
16.8
Ongoing charges ratio(*+) 0.99 1.14(1) 1.10 1.09 1.10 1.10 1.06 1.06 1.06 1.08(2)
Returns data
NAV Total Return(*+*)(%) 24.8 14.9 13.3 11.7 10.6
10.5 37.9 14.1 5.4 2.4
Share Price Total Return(*+) (%) 27.9 31.9 5.8 (4.6) 7.0
5.7 60.6 (15.1) 11.7 24.9
Portfolio data
Net Assets(3) (£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 assets(3) 65.0 58.9 63.6 67.8 62.1
67.9 62.9 65.1 64.3 62.7
Top 10 investments as a % net assets(3) 45.9 47.7 48.4 53.9 48.3 24.7
40.3 35.6 29.9 25.1
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 16(th) 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 13.7 Acquisition of a diversified portfolio of 13 fund interests and one direct
investment.
(1st tranche)
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 Exposure(1)
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 Exposure(1)
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 Analysis(1,2)
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 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
Location: Netherlands close to 80,000 employees.
Year of Investment: 2020
Private Equity Manager: 3i Group plc
Investment: 3i 2020 Co-investment 1 SCSp
Company Website: www.action.nl
2 2.2% of NAV Wundex Sector: Healthcare Wundex is a leading home care provider for patients with chronic wounds. The
company's qualified wound managers provide home care services that enable
(2024: 2.1%) Location: Germany faster and more effective wound treatment and significantly reduce the
workload of general care providers and physicians, backed by an integrated
Year of Investment: 2021 digital platform.
Private Equity Manager: Capiton AG
Investment: Capiton VI Wundex Co-Investment / Capiton VI 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
Company Website: units: home care services, home care products and decubitus systems, Wundex
has built a fully integrated unique home care offering.
www.wundex.com
3 2.2% of NAV (2024: 1.9%) Visma Sector: Information Technology Visma is the leading provider of mission-critical business software to small
and medium-sized companies and the public sector outside of North America.
Location: Norway Headquartered in Oslo, the company provides approximately 1.9 million paying
customers with SaaS solutions covering: accounting, resource planning,
Year of Investment: 2020 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
Private Equity Manager: HgCapital annual recurring revenue and customers in ~30 countries.
Investment: Hg Vardos Co-invest L.P/Hg Saturn 2/Hg Saturn 3/Hg Vega Co-Invest
L.P.
Company Website:
www.visma.com
4 1.5% of NAV (2024: 1.5%) Uvesco Sector: Consumer Staples 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
Location: Spain proximity stores and a high-quality offering, including a significant fresh
product component that is locally sourced and sold through its network of over
Year of Investment: 2022 270 stores across six regions.
Private Equity Manager: PAI Partners
Investment: Uvesco Co-Invest SCSp/PAI Mid-Market I
Company Website: www.uvesco.es
5 1.5% pf NAV (2024: 1.3%) CDL Sector: Healthcare Leading national provider of comprehensive cardiac PET (position emission
tomography) and nuclear medicine delivery solutions to independent cardiology
Location: United States practices and hospitals in the US. CDL enables its clients to offer their
patients access to advanced molecular imaging technology that facilitates
Year of Investment: 2021 greater diagnostic precision, higher quality care, and mitigates utilisation
of higher-risk, and otherwise unnecessary, invasive procedures.
Private Equity Manager: Excellere Capital Management LLC
Investment: CDL Coinvestment SPV / Excellere Partners Fund IV
Company Website: www.cdlnuclear.com
6 1.5% of NAV (2024: 1.5%) Namsa Sector: Healthcare NAMSA is the global industry-leading Contract Research Organisation for
preclinical and clinical medical device companies, and a global market leader
Location: United States in preclinical and biocompatability testing.
Year of Investment: 2020
Private Fund Manager: ArchiMed SaS
Investment: MPI-COI-NAMSA SLP
Company Website: www.namsa.com
7 1.3% of NAV (2024: 0.1%) Vitrea Sector: Healthcare Vitrea's rehabilitation business operates 67 clinics and care centres across
Germany, Austria, Switzerland, the Czech Republic and the UK, serving more
Location: Austria than 100,000 patients annually. Supported by around 10,000 highly-skilled
staff, the unit provides a comprehensive range of inpatient and outpatient
Year of Investment: 2024 rehabilitation services, as well as specialist acute care. The business
follows a multidisciplinary approach to patient care, with areas of expertise
Private Fund Manager: PAI Partners including neurology, orthopaedics, psychosomatics and cardiology.
Investment: Vamed 2 Co-Invest SCSp / PAI Mid-Market Fund SCSp
Company Website: www.vitrea-health.com
8 1.3% of NAV (2024: 1.4%) CFC Sector: Financials CFC is a technology-led insurance platform and has become a global leader and
category innovator in the cyber insurance market.
Location: United Kingdom
Year of Investment: 2022
Private Equity Manager: Vitruvian Partners
Investments: CFC Continuation Fund/Vitruvian IV
Company Website: www.cfc.com
9 1.3% of NAV (2024: 1.3%) Trioworld Sector: Industrials Trioworld is one of the leading manufacturers of polyethylene film globally
with 18 factories across Sweden, Denmark, France, the UK, the Netherlands,
Location: Sweden Germany and Canada, as well as three recycling sites in Sweden, Denmark and
France. Trioworld develops technologically advanced polyethylene products with
Year of Investment: 2018 sustainability and recycling as key focus. Operations are organised into five
reporting divisions: Stretch Film, Industrial Film, Consumer Packaging, Health
Private Equity Manager: Altor Equity Partners Care Film, and Carrier Bags.
Investment: Altor Fund V
Company Website: www.trioworld.com
10 1.2% of NAV (2024: 1.7%) Access Sector: Information Technology Founded in 1991, the Access Group ('Access') is a leading UK mid-market
Enterprise Resource Planning business, providing financial management systems
Location: UK and human capital management software, as well as industry specific software
solutions. Access' software helps over 75,000 customers across commercial and
Year of Investment: 2018 not-for-profit organisations to work efficiently, with expertise across
numerous industries
Private Equity Manager: HgCapital
Investment: Hg Saturn 3/HgCapital 8
Company Website: www.theaccessgroup.com
11 1.2% of NAV Funecap Year of Investment: 2021 Operator of funeral infrastructures and services
Fund / Co-investment: Latour Co-invest Funecap / Latour Co-invest Funecap II /
Latour IV
12 1.2% of NAV NOBA Year of Investment: 2018 Digital consumer bank
Fund / Co-investment: Nordic Capital VIII /
Nordic Capital Fund IX
13 1.2% of NAV Froneri Year of Investment: 2019 Leading independent global ice cream manufacturer
Fund / Co-investment: PAI Strategic Partnerships SCSp / PAI Europe VII
14 1.1% of NAV Groupe NGE Year of Investment: 2021 Multi specialist and independent French public works provider
Fund / Co-investment: MI NGE S.L.P.
15 1.1% of NAV Undisclosed* Year of Investment: 2021 Medical aesthetics product manufacturer
Fund / Co-investment: Undisclosed
16 1.1% of NAV Nutripure Year of Investment: 2024 Digital holistic sports and health supplements platform
Fund / Co-investment: Nutripure Co-Invest SCSp / PAI Mid-Market Fund SCSp
17 1.0% of NAV Systra Year of Investment: 2024 Global consulting and transportation engineering company
Fund / Co-investment: Latour Co-Invest Systra / Latour Capital IV
18 1.0% of NAV ACT Year of Investment: 2021 Leading global provider of market-based carbon footprint reduction solutions
Fund / Co-investment: Arbor Co-Investment LP / Bridgepoint Europe VI
19 1.0% of NAV Soleo Health Year of Investment: 2025 Premier home and ambulatory site infusion provider
Fund / Co-investment: WR Riviera Co-Invest, LP / WindRose Health Investors
Fund VI
20 0.9% of NAV GoodLife Year of Investment: 2023 Manufacturer of frozen snacks
Fund / Co-investment: IK IX Luxco 15 S.a.r.l. / IK IX
21 0.9% of NAV HRworks Year of Investment: 2023 HR software provider
Fund / Co-investment: Maguar Continuation Fund I GmbH & Co. KG
22 0.9% of NAV Questel Year of Investment: 2020 IP management software provider
Fund / Co-investment: IK Co-invest Questel / IK IX
23 0.9% of NAV Planet Year of Investment: 2021 Leading provider of integrated payment solutions for hospitality and retail
Fund / Co-investment: Eurazeo Payment Luxembourg Fund SCSp
24 0.9% of NAV ECG Year of Investment: 2021 European leader in outdoor accommodation market
Fund / Co-investment: ECG Co-invest SLP / PAI Europe VII / PAI Europe VIII /
ECG 2 Co-invest SLP
25 0.9% of NAV Docplanner Year of Investment: 2023 Leading global online healthcare platform
Fund / Co-investment: One Peak Co-invest III LP
26 0.8% of NAV Ourvita Year of Investment: 2023 Leading specialist in development and manufacturing of vitamins and
supplements
Fund / Co-investment: Ourvita Build-Up SCSp / Investindustrial Growth III
27 0.8% of NAV La Doria Year of Investment: 2022 Manufacturer of private label food products
Fund / Co-investment: Investindustrial VII
28 0.7% of NAV IFS & Workwave Year of Investment: 2023 Management solutions and software
Fund / Co-investment: Hg Saturn 3
29 0.7% of NAV Ivalua Year of Investment: 2024 Global leading provider of Source-to-Pay (S2P) software vendor
Fund / Co-investment: FPCI Alma AgilaCapital / FPCI Iron Institutionals
AgilaCapital / Hg Genesis 10
30 0.7% of NAV Norican Year of Investment: 2015 Metallic parts formation and
Fund / Co-investment: Altor Fund V 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 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.
3.1% of NAV
(30 September 2024: 2.4%)
Fund Size: €2.6bn Altor Fund V 30/09/25 30/09/24
Strategy: Mid-market buyouts
EV of investments: €150m-€1bn
Geography: Northern Europe
Website: www.altor.com
Value (£'000) 38,721 28,157
Cost (£'000) 31,206 26,836
Commitment (€'000) 43,000 43,000
Income (£'000) 333 28
2 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.
3.1% of NAV
(30 September 2024: 2.4%)
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 30/09/25 30/09/24
SCSp
Value (£'000) 38,386 28,874
Cost (£'000) 6,374 6,374
Commitment (€'000) 7,939 7,939
Income (£'000)* - -
3 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.
2.7% of NAV
(30 September 2024: 3.0%)
Fund Size: €4.3bn Nordic Capital Fund IX
Strategy: Mid to large buyouts
Enterprise Value of investments: €200m-€800m
Geography: Northern Europe (Global in Healthcare)
Website: www.nordiccapital.com
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 Structured Solutions IV Primary Holdings A diversified secondary transaction comprising large-cap
buyout funds in Europe and the US.
2.6% of NAV
(30 September 2024: 2.8%)
Fund Size: $125m
Strategy: Various
Enterprise Value of investments: $500m-$5bn
Geography: Europe and North America
Structured Solutions IV 30/09/25 30/09/24
Primary Holdings
Value (£'000) 33,187 32,786
Cost (£'000) 29,887 29,749
Commitment ($'000) 62,500 62,500
Income (£'000) - -
5 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.
2.59% of NAV
(30 September 20243: 2.9%)
Fund Size: €2.6bn
Strategy: Mid-market buyouts
Enterprise Value of investments: €150m-€1bn
Geography: Northern Europe
Website: 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 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.
2.2% of NAV
(30 September 2024: 2.2%)
Fund Size: €5.3bn
Strategy: Mid-market buyouts
EV of investments: €150m-€750m
Geography: Northern and Western Europe
Website: 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 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.
2.2% of NAV
(30 September 2024: 2.5%)
Fund Size: €5.1bn
Strategy: Upper Mid-market buyouts
Enterprise Value of investments: €300m - €1.2bn
Geography: 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 American Industrial Partners Invests in North American-headquartered industrial companies, using the firm's
deep operational and engineering capabilities to transform acquired companies.
2.1% of NAV
(30 September 2024: 1.9%)
Fund Size: $3.1bn
Strategy: Industrial buyouts
Enterprise Value of investments: $100m-$2bn
Geography: North America
Website: www.americanindustrial.com
American Industrial Partners VII 30/09/25 30/09/24
Value (£'000) 26,875 23,010
Cost (£'000) 16,371 15,335
Commitment ($'000) 20,000 20,000
Income (£'000)* 1,567 1,213
9 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.
2.1% of NAV
(30 September 2024: 2.0%)
Fund Size: $3.8bn
Strategy: Mid-market buyouts
Enterprise Value of investments: $100m - $1.5bn
Geography: 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
IK Partners Minority/co-control positions in mid-market businesses in Northern Continental
Europe across business services, consumer/food, healthcare and industrials.
10
2.1% of NAV
(30 September 2024: 2.0%)
Fund Size: €336m
Strategy: Mid-market minority buyouts
EV of investments: €200m-€500m
Geography: Northern Europe
Website: 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 Cost Company Valuation Subsidiary valuation £'000(2) Net multiple(3) % of NAV
£'000
£'000
£'000(1)
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 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.
The owners and future owners of PPET. Shareholder support and engagement is
critical to the Company and delivery of its long-term strategy.
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 PPET.Board@patria.com.
The Board, Manager or the Company Secretary will reply to any questions
received.
Our Manager Maintaining a close and constructive relationship with the Manager is crucial
for the Board in supporting the delivery of the Company's investment
The Manager's performance is critical for PPET to successfully deliver its objective. The Board is in regular contact with the Manager and adopts a
investment objective and achieve long-term returns for shareholders. 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 As an investment trust, PPET has outsourced its operations to third-party
suppliers. PPET appoints a number of third party suppliers including the
Engaging with reputable and experienced providers allows PPET to maintain its Manager, an Administrator, Company Secretary, Registrar, Depositary and
premium listing on the London Stock Exchange. 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 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
Availability of funding is important to allow PPET to take advantage of the Company's net assets.
investment opportunities as they arise.
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 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
PPET has identified a core group of private equity managers through which its with PPET's investment policy and its engagement with the underlying investees
portfolio has been built. 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 believes that integrating sustainability-related factors into PPET's
strategy and investment processes will help support the Company's investment
The Board and Manager objective by generating stronger, more sustainable returns for shareholders
over the longer term.
are fully committed to
managing the business
The Board monitors the Manager's incorporation of sustainability-related risks
and its investment 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
strategy responsibly. 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 Low Public markets exhibited volatility in the first half of the year, due to Unchanged
hence potentially affecting the valuation of underlying investments and timing US-tariff announcements, but recovered in H2 2025 and grew strongly overall.
of exits. 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.
Currency A material proportion of PPET's investments and cash balances are held in Medium The Manager monitors PPET's exposure to foreign currencies and reports to the Unchanged
currencies other than Sterling. PPET is therefore sensitive to movements in Board on a regular basis. Its non-Sterling currency exposure is primarily to
foreign exchange rates. 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.
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 Unchanged
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%).
Investment selection The Manager makes decisions to invest in funds and/or direct investments that Medium The Manager undertakes detailed due diligence prior to investing in, or Unchanged
are not accretive to PPET's NAV over the long term. 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.
Climate Climate change impacts Medium PPET is committed to being an active, long-term responsible investor. Increased
PPET's portfolio, either
from a physical or PPET's capital is invested with or alongside core private equity managers who
demonstrate strong responsible investment principles and processes or have a
transition point of view. 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.
Liquidity PPET is unable to meet short-term financial demands. Low PPET actively manages its liquid assets to ensure adequate cash is available Unchanged
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.
Credit The exposure to loss from failure of a counterparty to deliver securities or Low PPET places funds with authorised deposit takers from time to time and, Unchanged
cash for acquisitions or disposals of investments or to repay deposits.. 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.
Operational The risk of loss or a missed opportunity resulting from a regulatory failure Low The Manager's business continuity plans, and approach to cybersecurity risk, Increased
or a failure relating to people, processes or systems. 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.
Market for Listed The listed private equity sector could fall out of favour with investors Low Private equity has consistently outperformed public markets over the long term Increase
leading to a reduction in demand for the Company's shares and a widening of and continues to demonstrate its resilience and appeal across a range of
Private Equity Trusts share price discounts to NAV. 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.
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 Audit Management Nomination
meetings Committee Engagement Committee
meetings and Nomination meetings
Committee
meetings
Dugald Agble 5 (5) 4 (4) 1 (1) 1 (1)
Duncan Budge(1) 2 (2) 2 (2) 0( 0) 0 (0)
Alan Devine(2) 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 Thomson(3) 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 Non‑executive 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 Non‑executive 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 33.3(1) 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
PPET.Board@patria.com.
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% 955 27,522 28,477 1,145 5,821 6,966
(2024: 25.0%)
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 6,421 6,150
25 October 2024 (2023: paid on 27 October 2023)
2024 fourth interim dividend of 4.20p per Ordinary Share (2023: 4.00p) paid on 6,380 6,150
24 January 2025 (2023: paid on 24 January 2024)
2025 first interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 6,655 6,441
25 April 2025 (2024: paid on 26 April 2024)
2025 second interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 6,588 6,438
25 July 2025 (2024: paid on 26 July 2024)
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 6,655 6,441
25 April 2025(2024: paid on 26 April 2024)
2025 second interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 6,588 6,438
25 July 2025 (2024: paid on 26 July 2024)
2025 third interim dividend of 4.40p (2024: 4.20p) per Ordinary Share paid on 6,545 6,421
24 October 2025 (2024: paid on 25 October 2024)
2025 fourth interim dividend of 4.40p (2024: 4.40p) per Ordinary Share paid on 6,538 6,381
23 January 2026 (2024: paid on 24 January 2025)
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 150,739,741 152,806,166
treasury:
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 Total Total
£'000 £'000 £'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 As at As at
30 September 2025 30 September 2024 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 As at As at
30 September 2025 30 September 2024 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 As at As at
30 September 2025 30 September 2024 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 Cashflows Operational non-cash charges(1) As at 30 September 2025
£'000 £'000 £'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 Cashflows Operational non-cash charges(1) As at 30 September 2024
October 2025 £'000 £'000
£'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, 100% Direct Ordinary Shares
114-116 George Street, Edinburgh, EH2 4LH
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 As at
30 September 30 September
2025
2024
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 As at
30 September 30 September
2025
2024
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 As at
30 September 30 September
2025
2024
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 As at
30 September 30 September
2025
2024
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 As at
30 September 2025 30 September 2024
£'000 £'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 Subsidiary Total
£'000 £'000 £'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 NAV(1) 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 Subsidiary Total
£'000 £'000 £'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 NAV(1) 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 As at
30 September 30 September
2025
2024
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 PPET.Board@patria.com
Investec Bank plc +44 (0)20 7597 4000
Lucy Lewis
Denis Flanagan
SEC Newgate (For Media)
Sally Walton +44 (0)20 3757 6872
ppet@secnewgate.co.uk
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