LEGAL ENTITY IDENTIFIER ('LEI'): 213800AJ3TY3OJCQQC53

 

 

PARVUS ENERGY EFFICIENCY TRUST PLC

(Formerly Aquila Energy Efficiency Trust PLC)

 

Parvus Energy Efficiency Trust Plc is pleased to announce its audited results for the year ended 31 December 2025.

 

YOUR COMPANY AT A GLANCE

On 10 April 2026 the Investment Advisory agreement between Aquila Capital Investmentgesellschaft MBH, Fundrock Management (Guernsey) Limited and the Company was terminated, the AIFM agreement between Fundrock Management (Guernsey) Limited and the Company was terminated and the Company entered into a Consultancy Agreement with Alex Betts and Franco Hauri (via his personal services company Truenorth Value Partners GmbH). On the same day the Company became a self managed alternative investment fund and on 17 April 2026, changed its name to Parvus Energy Efficiency Trust plc. The Board expects this change to reduce the operating costs as the Company continues the Managed Run-Off of its portfolio.

Investment Objective

At the 2023 AGM, Parvus Energy Efficiency Trust Plc ('AEET' or the 'Company') adopted an investment policy with the intention of realising all remaining assets in the portfolio in a prudent manner consistent with the principles of good investment management and with a view to returning cash to Shareholders in an orderly manner.

Management

During the year ended 31 December 2025, the Company was managed by FundRock Management Company (Guernsey) Limited, acting as its Alternative Investment Fund Manager ("AIFM") to provide portfolio and risk management services. The AIFM is part of the Apex Group.

The Company's investment activities were supported by Aquila Capital Investmentgesellschaft mbH as Investment Adviser ("Aquila Capital" or "Investment Adviser"). The Investment Adviser is part of the Aquila Group, which was founded in 2001. Since its inception it has undertaken a range of advisory mandates, mostly focused on renewable energy infrastructure, including energy efficiency.

The Board comprises of four non-executive Directors, all of whom are independent of the Investment Adviser, from relevant and complementary backgrounds offering experience in the management of listed funds, as well as in the energy efficiency and infrastructure sectors.

Capital Structure

As at 31 December 2025, the Company's share capital comprised of 81,438,268 ordinary shares of £0.01 each ("Ordinary Shares") (31 December 2024: 81,438,268). The Ordinary Shares are admitted to trading on the Main Market of the London Stock Exchange.

 

Highlights (Consolidated figures)

	As at 31 December 2025	As at 31 December 2024
Financial information
Net Asset Value ('NAV') per Ordinary Share1 (pence)	44.05	85.55
Ordinary Share price (pence)	25.00	52.00
Ordinary Share price discount to NAV1 (%)	(43.2)	(39.2)
Dividend declared in respect of the year2 (pence)	40.837	6.139
Net assets (£ million)	35.87	69.67
Ongoing charges1 (%)	4.9	3.8
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	For the year ended 31 December 2025 % change	For the year ended 31 December 2024 % change
Performance summary
NAV total return per Ordinary Share1	(0.8)	(2.7)
Share price total return per Ordinary Share1	26.6	1.6
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¹      Alternative Performance Measures ("APMs"), as defined by the European and Markets Authority.

²      Dividend declared and paid in respect of the financial year.

 

Chair's statEment

 

On behalf of the Board, I am pleased to present the Annual Report for Parvus Energy Efficiency Trust Plc, for the year ended 31 December 2025.

My Chair's statement for the Company's Annual Report covers the year ended 31 December 2025. The Company's Interim Report and Accounts was published on 23 September 2025 so, inevitably, there will be some duplication between the Chair's Statement in the Interim Report and in this statement.

Investment Performance

The Company's NAV as at 31 December 2025 was 44.05 pence per ordinary share (85.55 pence at 31 December 2024) which reflects the payment of capital dividends of 36.837 pence per Ordinary Share on 30 May 2025 and 4.00 pence per Ordinary Share on 24 October 2025, as part of the strategy to return capital to shareholders pursuant to the Managed Run-Off of the Company. Adjusting for the dividends, the Company's NAV per share returned a negative 0.8% over the year ended 31 December 2025 (year ended 31 December 2024: negative 2.7%); the total return per share over the year was 26.6% (2024: 1.6%) demonstrating the focus on returning capital to shareholders. Since inception £59.3 million has been returned by way of dividends and a tender offer.

Significant progress in realising the Company's portfolio of investments was made in the first half of 2025 with the sale of the BioLNG investment in Germany and the repayment of Superbonus investments in Italy. These realisations, which produced satisfactory returns in line with expectations at the time the investments were made, resulted in proceeds of £25.9 million, following which the Company paid a special dividend (referred to above) of £30 million on 30 May 2025.

The Company continues to focus on progressing the Managed Run-Off Strategy, maximising value for the return of capital to shareholders and, in particular, on negotiating exits to achieve acceptable realisations. These negotiations are mostly on an individual asset basis, because the portfolio consists of assets that are geographically diverse, small in size and contractually complex.

The majority of the Company's investments continue to produce cash income in accordance with the terms of the investments. However, after the significant repayments of three Superbonus investments in the first half of 2025 there have been only modest cash receipts of £0.2 million in the second half of the year on the outstanding balance of one of these investments and there were no cash receipts in 2025 on the other two outstanding Superbonus investments. However, a repayment plan has been agreed in principle with the ESCO, which developed these projects. This repayment plan, if executed, will result in the repayments of the investments by 31 December 2026 and the Company achieving a 9.2% p.a. return on the investments, which is in line with the expectations at the time of the original investments.

As a result of the delays to the repayment of these Superbonus investments, the Company has decided to increase the Expected Credit Loss provisions on these investments by £2.1 million. These provisions would be mostly released if these investments are repaid in line with what has been negotiated.

In 2025, total investment income was £3.8 million, a significant decrease of £1.5 million versus the previous year and net revenue loss was £0.6 million, which was a direct result of the realisations achieved. In 2025, investment interest income was £3.3 million compared to £4.7 million in the previous year. In 2025, interest income from cash deposits was £0.5 million compared to £0.7 million in the previous year, a decrease of £0.2 million because of the lower level of average cash balances held during the year following the payment of the special dividends.

In line with the Company's investment policy, on 31 December 2025, £26.1 million of the Company's investments of £28.4 million were denominated in Euros. Information on the Company's continued use of forward foreign exchange agreements to hedge the value of the Euro-denominated investments can be found in the Investment Report.

Costs and new structure

The Board is mindful of the costs incurred in the running of the Company during the Managed Run-Off and has continually explored ways to reduce these. Whilst we have renegotiated downwards some costs, we have not, due to the complexity of the portfolio both in terms of the size of the individual assets and their geographical distribution, managed to make as significant a difference as we had hoped with the current structure. The Board has, therefore, decided that with the reduction in size of the portfolio, we have now re-registered the Company as a small Alternative Investment Fund ('AIF'). The Company will become its own AIFM and therefore no longer require an AIFM. We have also agreed to terminate, (given Aquila Capital's requirement for increased fees) Aquila Capital's investment advisory contract with a shortened notice period. We are pleased, however, by negotiation to have retained as consultants to the Company the two key individuals - Alex Betts and Franco Hauri ("Consultants"), who have been responsible for the investment portfolio since IPO. This will allow continuity of knowledge of the assets that comprise the portfolio.

A revised fee for the Consultants has been agreed and comprises a base fee of £550,000 per annum in aggregate for an initial period of 18 months, reducing to £300,000 once either (i) the number of assets is five or fewer or (ii) aggregate asset NAV is £5 million or less; and performance fees to incentivise realisations and ensure that the Consultants remain until the realisation of all the assets. Whilst it was not possible to achieve this remuneration structure with the current Investment Adviser, Aquila Capital have been helpful in achieving the new arrangements.

This new structure will require active involvement of the Board; in practice, this has been the case for some considerable amount of time.

Investment Management and Investment Adviser Changes

As mentioned above, the Company announced on 13 April 2026 that it had become a self-managed Alternative Investment Fund, authorised by the Financial Conduct Authority ('FCA'), and that Aquila Capital Investmentgesellschaft GmbH ("ACI") had ceased to be the Investment Adviser. As a result of which, on 17 April 2026, the Company changed its name to Parvus Energy Efficiency Trust plc.

Annual General Meeting ('AGM')

The Company's AGM will be held on 3 June 2026 at 10.00am at the offices of Apex Listed Companies Services (UK) Limited located at 4th Floor, 140 Aldersgate Street, London, England, EC1A 4HY. Further details can be found in the AGM Notice. Shareholders are encouraged to attend the AGM. Proxy voting figures will be made available shortly after the AGM on the Company's website where Shareholders can also find the Company's AGM Notice, Annual Report, factsheets and other relevant information.

Dividend

The Board's focus going forward is to declare dividends principally as a method to return capital to shareholders and, at a minimum, declare an amount, if any, in respect of each accounting period to ensure that the Company will not retain more than 15 per cent. of its income so as to maintain the Company's investment trust status during the Managed Run‑Off.

Outlook

As the Managed Run-Off progresses, the Board's priority is to complete the realisation of assets and to maximise the returns to the Shareholders in a timely and cost-effective manner. We look forward to updating shareholders further in due course.

Miriam Greenwood OBE DL

Chair of the Board

23 April 2026

 

 

INVESTMENT REPORT

 

Overview

During the year 2025, the Investment Adviser negotiated the realisation of four significant investments, which generated proceeds in the year of £25.9 million:

•      In January and February 2025, the Company received £0.5 million and £7.0 million from a quarterly contractual payment and full repayment, respectively, of the Bio-LNG investment in Germany, which had a book value of £7.4 million as at 31 December 2024

•      Between February and April 2025, three of the five Superbonus investments were largely repaid realising proceeds of £18.4 million. £0.2 million was also received in the second half of 2025. This represents repayment of the majority of Superbonus investments in Italy. Those three Superbonus investments had a book value of £18.8 million as at 31 December 2024. As at 31 December 2025 the remaining Superbonus investments had a book value after ECL provisions of £6.0 million.

While no further significant realisations were achieved in 2025, £3.9 million of additional cash flow was generated from the Company's investments in 2025. However, the Company has now agreed to realise five investments in the UK, the two wind investments, two lighting investments and the CHP investment, which would generate proceeds of £1.9 million, in line with the NAV as at 31 December 2025. Four of these investments were realised at the end of March and beginning of April 2026 generating proceeds of £1.5m. Discussions continue regarding the realisation of the other investment.

In the year, the Company made no further investments except for legal and other costs associated with the management of the Company's portfolio. As at 31 December 2025, there remained no commitments to invest in the Portfolio.

Throughout  2025, the Investment Adviser continued to closely monitor the performance of all of the Company's investments and, in particular, the receipt of cash payments, which are due on a monthly, quarterly and annual basis. With the exception of the remaining Superbonus investments, the large majority of the Company's investments and, in particular, all of the larger investments, performed in accordance with their contractual terms. However, it has proven necessary to reduce the holding value of certain of the Company's investments.

As referred to in the Chair's Statement, the Company has decided to increase the Expected Credit Loss provisions on the remaining Superbonus investments by £2.1 million to £3.8 million, resulting in an aggregate book value as at 31 December of £6.0 million for these investments, because there were no cash receipts in 2025 from two of the investments and because the other investment was not repaid in full in accordance with the timing set out in the agreement entered into with the Energy Service Companies ("ESCO"). The investments are therefore deemed to be in default although the ESCOs have indicated that they will repay the investments in full in 2026, which would enable the provisions, which equate to 42% of the gross capital balance of these investments before ECL provisions as at 31 December 2025, to be released.

With regard to the Company's fair value investments, there were following notable developments:

•      The two wind investments in the UK were written down further to £0.74 million, reflecting a small discount to the agreed realisation value of £0.75 million, which was received at the end of March 2026. These investments suffered from operational problems at individual sites, which resulted in lower than expected electricity production and higher operation and maintenance costs. In addition, the ESCO withheld payments due to the Company in 2024 and 2025 because it had not generated sufficient income to cover its operating costs. The sale completed on 31 March 2026.

•      Two Solar PV investments in Spain were written down further to a nominal value as at 31 December 2025 (£0.4 million as at 31 December 2024) because it has proved uneconomic to procure a new ESCO to manage these projects and, except for a small amount, which is expected to be recovered from one of the assets, the prospects of recovery of value appear remote.

As at 31 December 2025, £26.1 million of the Company's total investments of £28.4 million were denominated in Euros (£53.3 million out of £56.3 million as at 31 December 2024). During the year, the Company continued to use forward foreign exchange agreements to hedge the value of the Euro denominated investments. In the year, the Company reported realised foreign exchange losses of £1.7 million, paying out an equal amount in cash upon settlement of these forward foreign exchange agreements. During the year there was an unrealised foreign exchange gain of £2.4 million on the value of the Company's investments. The Company continues to seek to hedge approximately 100% of the value of the Company's Euro denominated investments. The quantum of the forward foreign exchange agreements is modified upon the rollover of the contracts, which have maturities of between one and three months, to reflect returns of capital and changes in valuation within the portfolio. £2.5 million of the Company's cash balances continue to be held as security by the bank providing the forward foreign exchange contracts.

As at 31 December 2025, the Company's cash position, including cash held as collateral for foreign exchange hedging, was £7.8 million (£14.4 million as at 31 December 2024).

PORTFOLIO OVERVIEW

As at 31 December 2025, the Company's portfolio of 25¹ Energy Efficiency Investments remained diversified across geographies (Italy, Spain, Germany and the United Kingdom), technologies, counterparties and ESCO partnerships. However, the five largest investments as at 31 December 2025 accounted for 73% of the total book value of the portfolio.

The portfolio as at 31 December 2025 comprised projects with the following technologies:

•      Building Retrofit: 30.2% of total investment book value

•      Water management: 29.7% of total investment book value

•      Solar PV: 24.5% of total investment book value

•      Heating: 7.3% of total investment book value

•      Lighting, Wind & CHP: 8.3% of total investment book value

The tenor of the portfolio of investments as at 31 December 2025 was:

•      0-2 years: 21.2% of total investment book value

•      2-5 years: 2.1% of total investment book value

•      5-10 years: 53.8% of total investment book value

•      10-15 years: 22.9% of total investment book value

The portfolio of investments as at 31 December 2025 were in the following countries:

•      Germany: 37.0% of total investment book value

•      Italy: 33.7% of total investment book value

•      Spain: 21.0% of total investment book value

•      UK: 8.3% of total investment book value

Approximately 73% of the Company's investments by value as at 31 December 2025 (84% as at 31 December 2024) had investment grade counterparties, as assessed using either the Investment Adviser's credit analysis or external agencies. The decrease in the percentage of investment grade counterparties is mostly attributable to the realisations of the Bio-LNG investment in Germany and the Superbonus investments, which had been assessed as having credit ratings of BBB+/BBB-. In the year, there was no significant change in the credit ratings of the Company's counterparties. However, the Superbonus investments are deemed to be in default, which reflects the delay in repayments but not the credit ratings received from third party data providers.

For projects which are non-investment grade, there are typically additional mechanisms to protect returns. These protections include legal title over tax credits generated from Superbonus projects and, in some cases, the ability to export power to the grid and to extend the maturity of a contract with the ESCO and the underlying counterparty to recover missed payments. The latter is possible because the Company's financing agreements are of a shorter duration than the useful life of equipment installed and, in many cases, of a shorter duration than the contract between the ESCO and the counterparty. The credit quality and performance of the Company's portfolio is discussed further below in respect of valuations and ECL provisions.

The Company's portfolio comprises largely fixed return cash flows. 93.4% of the total investment value provides a fixed rate of return from contracted cash flows (82% as at 31 December 2024). Approximately 6.6% by investment value has variable cash flows linked to power production and power prices, or inflation indexation. In many cases, these variable return investments have significant fixed income elements, for example feed-in tariffs or fixed power prices in Power Purchase Agreements. In addition, certain investments have downside protections, for example, minimum contractual returns in order to reduce the risk of lower than forecast cash flows.

The Company's portfolio of investments could achieve a potential unlevered average return of 13.6% per annum, an increase from the yield of 10.0% per annum reported in the Half-Yearly Financial Report for the six months ended 30 June 2025. The increase is based on the repayment of the Company's remaining investments in line with agreed repayment plans or the original contracts, which would lead to the recovery of ECL provisions of £6.4 million, particularly from the remaining Superbonus investments.

Investments in Italy (£9.6 million value as at 31 December 2025)

As at 31 December 2025, total investment value in Italy was £9.6 million across a total of 11 investments and there were no outstanding investment commitments.

1) Investments in Italian "Superbonus" projects (£6.0 million value as at 31 December 2025)

In 2025, the Company received full repayment of two Superbonus investments and the majority of a third Superbonus was also repaid. The balance of this investment is expected to be repaid in the first half of 2026. No repayments were received on the other two Superbonus investments in 2025 because there was a dispute with the Italian tax authorities over the certification of tax credits related to a significant project. In December 2025, this dispute was settled in favour of the ESCO as a result of which the ESCO has proposed a revised proposal to repay the investment over the course of 2026, together with a substantial portion of late payment interest, which would be contractually payable.

Given the delays to repayment of these investments and the difficulties in securing and monetising the tax credits from these Superbonus projects, notwithstanding the original tax credit purchase agreements in place, the Investment Adviser and the Board agreed in 2024 that the credit risk of these investments should be deemed to be based on the ESCOs themselves as opposed to the purchasers of the tax credits. In addition, the Investment Adviser determined that as at the year end, due to lack of progress on repayments, the remaining investments should be considered in default. These assessments resulted in the ECL provisions on these investments increasing by £2.1 million, compared to the position as at 31 December 2024.

In arriving at the overall level of ECL provisions the Board of the Company, as advised by the Consultants, has taken account of a number of factors and judgments including (i) the likelihood of entering into repayment agreements with the ESCOs, (ii) updated tax credit sale agreements, (iii) the availability of additional tax credits to support repayment of the Company's investments and (iv) corporate credit risk of the ESCOs.

"Superbonus" is an incentive measure introduced by the Italian Government through Decree "Rilancio Nr. 34" on 19 May 2020, which aimed to make residential buildings (condominiums and single houses) more energy efficient through improvements to thermal insulation and heating systems. When qualifying measures were completed, ESCOs delivering the measures were awarded a tax credit equal to 110% of the cost of the measures. These tax credits could then be sold to banks, insurance companies and other corporations and, thus, projects could be financed without the need for a financial contribution from landlords. The projects involve a range of energy efficiency measures including insulation, the replacement of heating systems with more efficient solutions and energy efficient windows. In the years since the Company made its investments in Superbonus projects the Italian Government reduced the value of tax credits generated from Superbonus projects to 70% in 2024 and to 65% from 1 January 2025. In addition, changes were made to how these tax credits could be utilised. The ESCOs, who developed the projects which the Company invested in, have confirmed that their projects were not affected by these changes. However, the changes have had an effect on the confidence of the buyers of these tax credits, which has resulted in protracted tax credit verification exercises. Until full repayment, late payment interest is contractually due from the ESCO.

2) Solar PV investments for self-consumption in Italy (£3.6 million value as at 31 December 2025)

As at 31 December 2025, the Company had invested in eight rooftop Solar PV projects with an aggregate capacity of 5.1 MWp and a book value of £3.6 million. All of these projects are operational and cash generative. These projects enable companies to reduce their energy costs and CO2 emissions and avoid grid losses through the self-consumption of the electricity produced.

2.i) Projects with Noleggio Energia

Of the eight Solar PV projects which the Company has committed to finance in Italy, seven projects have been developed by the ESCO Noleggio Energia, which was established in 2017 and is an Italian company that specialises in providing operating leases for energy efficiency and renewable energy projects for commercial and industrial clients in Italy. These projects are all structured as the purchase of receivables from operating leases with maturities of seven or ten years, with a weighted average maturity of seven years and ten months outstanding, and all use very similar documentation. Noleggio Energia has paid the SPV the monthly receivables from these operating lease agreements, which provide for fixed rates of return with a weighted average return of 8.9% per annum.

2.ii) Project with CO-VER Power Technologies

In January 2022, the Company refinanced the acquisition of an existing rooftop Solar PV plant in Ascoli Piceno (Central Italy) with a generating capacity of 902 kWp. The investment, with an original cost of £0.7 million, is based on the purchase of receivables generated by an energy service contract between the leading Italian engineering firm CO-VER Power Technologies ("CO-VER") and its subsidiary Futura APV S.r.l. ("Futura"). The contract governs the management of an operating roof-mounted Solar PV plant until April 2028. Thereafter, the investment is based on a feed-in tariff for an additional six years, aggregating to a twelve-year tenor. The investment, which generated total cash receipts of £0.35 million in the period from inception of the investment until 31 December 2025, is forecast to generate a return of 10.0% per annum based on the valuation as at 31 December 2025 of £0.55 million.

CO-VER has a successful 20-year history in developing industrial projects in the areas of energy storage systems, co/tri-generation plants and renewable energies. Futura is the owner of the PV plant which benefits from feed-in tariffs payable by Gestore dei Servizi Energetici ("GSE"). GSE is a joint stock company managed by the Italian Government which is responsible for promoting and developing the growth of renewable assets in Italy. GSE currently has a credit rating of BBB+ from the Italian Government.

Investments in Spain (£6.0 million value as at 31 December 2025)

As at 31 December 2025, total investment value in Spain was £6.0 million across a total of five investments and there were no outstanding investment commitments.

1) Solar PV investments in Spain (£3.4 million value as at 31 December 2025)

As at 31 December 2025, the Company had capital invested in four Solar PV installation projects throughout Spain with five project developers. The largest project, with a value of £2.8 million as at 31 December 2025, has been structured to provide a fixed rate of return. The other three projects with a value of £0.6 million have been structured under Power Purchase Agreements ("PPAs") with maturities of up to eighteen years and have variable revenues, often subject to a combination of production fluctuations, power price changes and inflation. In addition, excess production beyond the on-site demand may be injected into the grid. These variable revenue risks are mitigated by conducting technical due diligence prior to making commitments and by contracted prices within the PPAs.

As reported earlier in the Investment Report, there are operational issues with two Solar PV projects in Spain, which were developed by ESCOs which have entered into administration. It has proven difficult to procure a new ESCO to manage these projects and, except for a small amount, which is expected to be recovered from one of the assets, the prospects of recovery of value appear remote². Accordingly, these investments have been marked down to close to zero value, resulting in negative fair value adjustments of £0.4 million as at 31 December 2025 compared to the position as at 31 December 2024.

2) Building Energy Efficiency Investments in Spain (£2.6 million value as at 31 December 2025)

The Spanish Government has established incentive schemes to promote energy efficiency measures in buildings, including the "Programa de Rehabilitacion Energetica de Edificios" ("PREE"). PREE is a €402.5 million incentive scheme in Spain which is designed to promote and reward energy efficiency improvements for condominiums and other buildings, improving their energy rating by at least one energy class. Under this scheme, the Company has invested £2.2 million to fund the refurbishment of condominiums, which is being managed by a leading ESCO specialised in designing and implementing energy efficiency and renewable energy projects in Spain. The investment cash flows, which commenced in October 2025, are based on the purchase of receivables generated by the underlying energy saving contracts between the ESCO and the "Comunidad de Proprietarios"; the legal entities which represent each of the owners of the apartments in a residential building. The receivables have been rated with the S&P equivalent of AAA/AA- and a return of 7.4% p.a. is forecast for this investment.

Investments in Germany (£10.5 million value as at 31 December 2025)

As reported earlier in the Investment Report, the Company completed the sale of the Bio-LNG investment in Germany in February 2025 at a small premium to the net book value at 31 December 2024. This investment produced a gross rate of return of 8.9% p.a. over the life of the investment, which was above the expectation for this asset of 8.4% p.a. at the time the initial investment was made in November 2022. The two remaining investments in Germany with a book value of £10.5 million as at 31 December 2025 provide for fixed rates of return, with quarterly and annual cash flows respectively, are performing in line with their contracts. The larger investment refinanced the installation of water management devices in condominiums and multi-family homes, mainly managed by large property managers. The second investment refinanced the installation of more efficient and environmentally friendly heating systems for private customers through long-term rental and service agreements. Both investments are structured as investments in notes issued by special purpose subsidiaries of the technology and services companies. These notes entitle the noteholder to receivables from the contracts between the technology and services companies and their clients, who are a combination of large property managers and homeowners. These investments are forecast to generate a combined return of 7.9% p.a.

Investments in the United Kingdom (£2.3 million value as at 31 December 2025)

As at 31 December 2025, total investment value in the United Kingdom was £2.3 million across a total of seven investments and there were no outstanding investment commitments.

There are seven investments in the United Kingdom with a value as at 31 December 2025 of £2.3 million, of which four are lighting, one is CHP and two are wind investments. In the year, the Company negotiated the cancellation of a small commitment outstanding of less than £0.05 million for lighting investments.

The lighting and CHP investments are fixed return investments although one of the lighting investments benefits from annual inflation adjustments to the income. The wind investments are variable return investments due to the variability of operation and maintenance costs, power production and export tariffs, which are renewed each year, although a significant percentage of revenue is based on feed-in tariffs which benefit from annual inflation adjustments.

The fixed return investments performed satisfactorily in the year, although there are immaterial amounts overdue from a few clients. However, the wind investments, which had a value of £1.03 million as at 31 December 2024, have been further written down to a value of £0.74 million, reflecting a small discount to the agreed realisation value of £0.75 million, which was received at the end of March 2026. These investments suffered due primarily to operational problems at individual sites, which resulted in lower than expected electricity production and higher operation and maintenance costs. In addition, the ESCO withheld payments due to the Company in 2024 and 2025 because it had not generated sufficient income to cover its operating costs. The sale completed on 31 March 2026.

Valuations and Expected Credit Loss Provisions as at 31 December 2025

As at 31 December 2025, the Company's investments had a book value of £28.4 million, with investments held at amortised cost valued at £26.6 million and investments held at fair value through profit or loss valued at £1.9 million (see Note 5 to the Accounts).

The investments held at amortised cost are net of ECL provisions of £6.4 million, which increased by £2.0 million from £4.4 million as at 31 December 2024. The principal reasons for the increase, as referred to in the Overview section above, were the additional provisions of £2.1 million against the three Superbonus investments offset by a net reduction of £0.1 million in the ECL provisions against the other amortised cost investments due to repayments received during 2025.

Apart from these projects, the Company has not experienced payment issues of material significance on the receivables from amortised cost investments due to be paid to it in 2025.

As at 31 December 2025, the Company's seven fair value investments had a book value of £1.9 million and comprised:

•      two wind projects in the United Kingdom with an aggregate value of £0.7 million;

•      four Solar PV projects in Spain with an aggregate value of £0.6 million; and

•      a Solar PV project in Italy with a value of £0.6 million.

The changes in fair value of these investments are largely a result of aligning the values to the terms of agreements to realise the investments and changes to forecast cash flows as opposed to changes in discount rates.

 

Summary of Investments as at 31 December 2025

Description	Receivables Weighted Avg. Credit Rating	Term Years	Technology	Status	Country	Book Value £'000
Subscription for Notes (fixed) entitling the Note holder to receivables generated through services agreements for heat pump systems, water management services and sub-metering hardware and services in Germany.	BBB+ / BBB-	9-15	Heat Pumps Water Management	Operational	Germany	10,529
Receivables (fixed) from sales of tax credits generated under the Italian Superbonus, which supports energy efficiency retrofits of residential buildings.	D	2	Building Retrofit	Operational	Italy	6,021
Receivables (fixed/variable) from solar PV plants and building refurbishment projects in Spain.	BBB+ / BBB-	10-18	Solar PV Building Retrofit	Operational	Spain	5,981
Receivables (fixed/variable) from Solar PV projects in Italy.	BBB+ / BBB-	7-10	Solar PV	Operational	Italy	3,551
Receivables (fixed/variable) from wind, CHP, metering and lighting as a service contracts in the UK.	BBB+ / BBB-	5-14	Wind Lighting CHP Metering	Operational	United Kingdom	2,350
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Notes: The term is the original maturity of the investment.

 

 

INVESTMENT POLICY

 

As at the date of this Annual Report, the Company's investment policy (including defined terms) is as adopted at the June 2023 AGM pursuant to the Continuation Managed Run-Off Resolution, which replaced the previous investment objective and policy in its entirety and is set out below.

According to the revised Investment Policy, the Company will be managed with the intention of realising all remaining assets in the Portfolio in a prudent manner consistent with the principles of good investment management and with a view to returning cash to Shareholders in an orderly manner.

The Company will pursue its investment objective by effecting an orderly realisation of its assets in a manner that seeks to achieve the best balance for Shareholders between maximising the value received from those assets and making timely returns of capital to Shareholders. This process might include sales of individual assets, mainly structured as loans/receivables, or groups of assets, or running off the Portfolio in accordance with the existing terms of the assets, or a combination.

The Company has ceased to make any new investments or to undertake capital expenditure except where, in the opinion of both the Board and the Investment Adviser (or, where relevant, the Investment Adviser's successors): the investment is considered necessary to protect or enhance the value of any existing investments or to facilitate orderly disposals.

Any cash received by the Company as part of the realisation process prior to its distribution to Shareholders will be held by the Company as cash on deposit and/or as cash equivalents.

The Company will not undertake new borrowing.

As required by the UK Listing Rules, any material change to the investment policy of the Company will be made only with the approval of Shareholders by way of ordinary resolution.

Currency and Hedging

The Company does not use hedging or derivatives for investment purposes. The functional currency of the Company is sterling. With many of its investment assets in euros the Company uses a series of regular forward foreign exchange contracts to provide protection against movements in the sterling exchange rate. Under these arrangements the Company is required to provide £2.5million in cash as collateral for these forward foreign exchange contracts.

Cash Management

Cash will either be held in cash or invested in cash, cash equivalents, near cash instruments, bearer bonds and/or money market instruments ("Cash and Cash Equivalents"). There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position. For the avoidance of doubt, the FCA's restriction that not more than 15 per cent. of the Gross Asset Value at the time an investment is made will be invested in other closed-ended investment funds which are listed on the Official List of the London Stock Exchange, does not apply to money market type funds.

Changes to and compliance with the Investment Policy

As required by the Listing Rules, any material changes to the Company's Investment Policy as set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting and the approval of the FCA.

Compliance with the above restrictions will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment will not be considered as a breach of the investment restrictions.

In the event of a breach of the investment guidelines and the investment restrictions set out above, the AIFM shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to the Regulatory Information Service.

Dividend Policy

The Board's focus going forwards is to declare dividends principally as a method to return capital to Shareholders and, as a minimum, declare an amount, if any, in respect of each accounting period to ensure that the Company will not retain more than 15 per cent. of its income so as to maintain the Company's investment trust status during the Managed Run-Off.

 

 

 

RISK MANAGEMENT

 

Principal Risks and Uncertainties

During the year under review, the Company has carried out a robust assessment of its principal and emerging risks and the procedures in place to identify any emerging risks are described below.

Procedures to identify principal or emerging risks:

The Board regularly reviews the Company's risk matrix, with a focus on ensuring that the appropriate controls are in place to mitigate each risk. The experience and knowledge of the Board is important, as is advice received from the Board's service providers. Each service provider has a role with respect to the identification of risks:

1.   
Consultants: The Consultants, and previously the Investment Adviser submits a quarterly report on the investment portfolio to the Board which includes risks faced by the projects in the portfolio, plus an update on hedging; Under the new self-managed arrangements which came into effect on 10 April 2026 the Consultants, who were the executives at the Investment Adviser primarily responsible for AEET, will be providing the report on a quarterly basis, or more frequently if appropriate.

2.   
Alternative Investment Fund Manager: Following advice from the Investment Adviser and other service providers, the AIFM maintained a register of identified risks including emerging risks likely to impact the Company. Under the new self-managed arrangements the register is maintained by the Consultants on behalf of the Audit and Risk Committee and the Board.

3.   
Broker: provides advice periodically specific to the Company on the Company's sector, competitors and the investment company market whilst working with the Board to communicate with Shareholders;

4.   
Company Secretary: briefs the Board on forthcoming legislation/regulatory change that might impact on the Company; and

5.   
Association of Investment Companies (''AIC''): The Company is a member of the AIC, which provides regular technical updates as well as drawing members' attention to forthcoming industry and regulatory issues.

Procedure for oversight

The Audit and Risk Committee undertakes a review at least twice a year of the Company's risk matrix and a formal review of the risk procedures and controls in place at the AIFM and other key service providers to ensure that emerging (as well as known) risks are adequately identified and, so far as is practicable, mitigated.

 

Principal Risks

The Board considers the following to be the principal risks faced by the Company along with the potential impact of these risks and the steps taken to mitigate them.

Portfolio

Principal Risks	Potential Impact/Description	Mitigation
Counterparty / Credit	The risk that the Company has allocated funds to a Counterparty that defaults on its obligations. This could impact the financial performance of the Company and its ability to meet dividends as well as achieving its intended goals and returns for its investors.	The Company has sought to invest mostly, although not exclusively, in projects where the counterparties have an investment grade or near investment grade rating. The Investment Adviser uses third party credit rating service providers to support its credit risk assessments. Continued monitoring of the investments and the associated counterparties/service providers, including the use of credit rating data providers, allows the Investment Adviser to identify and address these risks early. The Investment Adviser has sought to mitigate credit risks, for example, in the case of Solar PV investments, by the counterparty having the opportunity to sell electricity to the grid or other customers where possible. The Investment Adviser also sought to structure investments whereby contracts can be adapted/extended to accommodate periods of payment defaults. Under the new self-managed arrangement this work will be carried out by the Consultants, who previously carried out this work for the Investment Adviser. The Board closely scrutinises, on an asset specific basis, the fair value calculations and expected credit loss provisions proposed by the Investment Adviser and going forward by the Consultants. An independent credit rating services Company provides probability of default ("PD") and loss given default ("LGD") ratios of individual counterparties to support the calculation of ECL provisions. Diversification of counterparties and service providers ensures any impact is limited. In addition, a diversified portfolio provides further mitigation.
Concentration risk	The risk that the concentration of investments in a limited number of countries, counterparties, geographical markets, tenure and currencies could expose the Company to unnecessary fluctuations in a narrow range of markets. This risk could negatively impact the Company's performance and ability to meet strategic targets.	The AIFM and Investment Adviser and under the new self-managed arrangements, the Consultants, monitor the existing portfolio against the Company's portfolio concentration limits. However, the Company is in a Managed Run-Off and as a result assets are being realised and capital is being returned to Shareholders. Therefore, while it is highly likely that the concentration of the investment portfolio will change, concentration risk is accepted as a consequence of the Managed Run-Off decision by Shareholders. As at 31 December 2025 the Company continued to have assets principally in Italy, Spain, Germany and the UK.
Environmental/ Social/Governance	Failure to adequately consider ESG implications when making and monitoring investments could lead to reputational risk: exposure to greenwashing claims and potentially have an adverse impact on the portfolio's ability to achieve its targeted returns.	Aquila Capital performed detailed due diligence on ESG for each asset prior to making investment recommendation. General standards including IFS Performance Standards, IFC Environmental Health and Safety Guidelines (''EHS'') and Equator Principles as well as local health and safety and social laws are reviewed on a regular basis for all assets depending on the location and development status of each asset.
Discount management	Market sentiment has moved the share price to a persistent discount to NAV. There is a risk that the Company will not be able to find ways to bring the share price back to NAV, leading to Shareholders being unable to realise their investments through the secondary market at Net Asset Value or at market price. Loss of market confidence in the Board/Investment Adviser/The Consultants	The Company's Broker monitors the market for the Company's shares and reports at quarterly Board meetings. While the Company has the authority, if appropriate, to purchase Ordinary Shares in the market with the result of, amongst other things, enhancing the Net Asset Value per Ordinary Share. It has to date decided to use other forms of returning cash to Shareholders. The Board and Broker maintains engagement with Shareholders and ensures good market information is available to investors. Following the continuation and Managed Run-Off votes by Shareholders the Board explored a number of strategic options to maximise Shareholder value and is currently focused on asset realisations, several of which have been completed and capital returned to Shareholders. To date £55.8 million has been returned to Shareholders since the adoption of the revised investment policy at the 2023 AGM.
Interest rates/ inflation	Changes to interest rates may impact the valuation of the investment portfolio by impacting the valuation discount rate. This in turn may have an adverse impact on the attractiveness of returns. Recent events in the Middle East and the continuing uncertainty on a resolution in these conflicts have led to a renewed volatility of energy prices and with it a likely adverse impact on inflation and interest rates.	The Company's investments, which provide in many cases for fixed returns, are not significantly exposed to inflation and interest rate movements because the income streams from investments are not subject to significant deductions for operating costs associated with the investments. While there may be O&M costs these are not a high percentage of revenues and so any inflationary pressures on such costs are not expected to have a significant impact. Furthermore, the Company has not taken and has no plans to take on indebtedness to finance its investments and so there is no risk of the costs of indebtedness negatively impacting the revenues from investments.
Relations with ESCOs during Managed Run-Off	Entering a Managed Run-Off has strained relations with some ESCOs who may have expected further volume from AEET over time, giving rise to further counterparty/credit risk for the Company.	In certain investments there is risk on the ESCO to provide a continuing service to enable the underlying investment, for example, to deliver energy savings or produce renewable energy. Where relationships may be strained the ESCO may not deliver such service and/or there may be a requirement to secure an alternative service provider. As a result receivables or the timing when receivables will be received by the Group may be at risk and/or the cost of delivering the necessary services may increase.
		Appropriate provisions have been made within the financial statements where necessary. Communications with the ESCOs from the Investment Adviser ("IA") and going forward the Consultants take into account these considerations and professional advice has been sought by the Company where needed. The Board and the Consultants will continue to monitor relations with ESCOs as the Managed Run-Off progresses.
Service provider risk	Risks that the Company's third-party service providers do not perform to the appropriate standards. This may be exacerbated by the Managed Run-Off status of the Company which impacts the prospects for the Company and the consequent continuing roles of the service providers in the long term.	The Board has continued to monitor the quality of services provided by all of its service providers, and in particular, the Investment Adviser. Where it is deemed that work carried out by any service provider is of insufficient quality, the Board will procure additional services from other service providers with a view to ensuring the required standard of portfolio management and reporting is maintained. The Board will reserve its right to recover the cost of such additional services from the current service providers. Additionally, through the Management Engagement Committee, the Board conducts a formal assessment of each key service provider's performance once a year. To assist its ability to properly oversee the Company's service providers, the Board requires each service provider to notify it as soon as reasonably practicable following any material breach of its contract with the Company. The Board are made aware of and review potential conflicts of interest at the time of each investment being made. Conflicts of interest and investment allocation policies are in place and agreed with the Board. The appointment of the Consultants removes the mitigating factor of the strength and depth of the Investment Adviser's resources in respect of the risk of a key person departure. However, the Board believes that by appointing the Consultants who are jointly responsible for providing the advice, and their performance fee arrangements, provides some mitigation. The Consultants have put in place appropriate business continuity arrangements.
Operational
IT security	A hacker or third party could obtain access to the Investment Adviser or any other service provider and destroy data or use it for malicious purposes resulting in reputational damage and possible GDPR concern. Data records could be destroyed resulting in an inability to make investment decisions and/or monitor investments.	Service providers have been carefully selected for their expertise and reputation in the sector. Each service provider has provided assurances to both the AIFM and the Company on their cyber policies and business continuity plans along with external reviews of their procedures where applicable. The AIFM, Administrator and Board have included Cyber Risk in their reviews of counterparties. Going forward the Board will involve the Administrator and the Consultants in their reviews. The Consultants have procedures in place to manage the risk of cyber threats.
Portfolio Carrying Value	The principal component of the Company's balance sheet is its portfolio of energy efficiency assets. The Investment Adviser and going forward the Consultants are responsible for preparing a fair market value of the investments where such investments have variable returns. Fair value calculations rely on projections, which involve estimates of the future, which are inherently judgmental. There is a risk that these valuations and underlying assumptions such as discount rates being applied are not a fair reflection of an open market valuation, therefore the investment portfolio could be over or undervalued. Investments with fixed returns are measured at amortised cost and subject to expected credit loss provisions, which are based on numerous assumptions and judgments.	The Investment Adviser and going forward the Consultants have experience in undertaking valuations of renewable sustainability/energy transition assets. In addition, independent advice from a professional accounting services firm has been received in the past to ensure that the Portfolio valuation approach adheres to the relevant accounting standards. The AIFM and the Board review and interrogate the valuations and underlying assumptions provided by the Investment Adviser. Going forward the review of the work carried out by the Consultants will be undertaken solely by the Board. It should be noted that valuations are held at fair market value and at amortised cost and not at net realisable value. The value of the assets held at fair market value has declined following realisations and at 31 December 2025 were £1.87 million, approximately 5 per cent of net assets.
Act of War/ Sanctions	As evidenced with conflicts in the Ukraine and the Middle East, various sanctions and restrictions may be imposed. There is a possibility that there could be supply delays for Operations and Maintenance ("O&M"), sanction considerations, volatile markets and general uncertainty. More difficult energy markets are expected along with inflationary pressures on inputs. It has also led to short term price increases and more focus on renewable energy infrastructure. Possible change to the world order and globalisation. Conflict brings uncertainty to the commodities market and how price levels of modules and other hardware will be impacted directly or indirectly.	The Company does not have any direct exposure in Ukraine, Russia or the Middle East, there are also no direct business relationships with counterparties from these countries; therefore, assessments have led the Company to the conclusion that its investments in Europe are not impacted directly at this time.
Capital Preservation	During the Managed Run-Off period, there is a risk that overdistribution of cash will leave the Company short of sufficient liquidity to meet ongoing expenditure.	The Board review the ongoing liquidity requirements and cashflow forecasts of the Company prior to making distributions to ensure that sufficient funds are maintained on a reasonable and appropriately cautious basis throughout the Managed Run-Off process.
Shrinking Company size relative to cost base.	As the Managed Run-Off progresses there will be a significantly reduced size to the portfolio. As several costs are fixed, this will potentially lead to a growing cost base relative to the size of the Company.	The Board will continue to monitor the service providers during Managed Run-Off. Should the Board feel that costs are becoming disproportionately high relative to the requirements of the Company, steps can be taken to scale back providers and their associated costs where possible. The Board is currently particularly focused on managing costs while not sacrificing the appropriate level of service.
Termination of the AIFM agreement and change to self-managed status	Failure by the Board to manage the investment portfolio, failure to manage the risks.	Following the Shareholder decision to take the Company into Managed Run-Off, no new investments have been or will be made. All Directors have been on the Board for between 3 and 5 years, in two cases since the IPO, and therefore have good knowledge of the Company, the investment portfolio and the Consultants providing investment advice. Following realisations the number of assets has significantly decreased, and net asset value was £35.9 million at 31 December 2025, and £59.3 million has been distributed to Shareholders to date. The Board has taken steps to ensure that the processes and controls established following the change to self-managed status will enable the Board to continue to manage the portfolio and to identify and manage the risks.
Change from Investment Adviser to the Consultants who will provide investment advice to the Board	Poor investment advice leading to poor performance	The Consultants are the same people who have held overall responsibility for the provision of advice on the investment portfolio since IPO and therefore the change of investment adviser should not impact the investment performance. In addition, the Board has taken steps to ensure that the processes and controls established following the change to self-managed status will enable the Board to continue to manage the performance of the Company.

 

 

 

 

 

 

Viability Statement

In accordance with the UK Corporate Governance Code ("UK Code") and the Listing Rules, the Directors have assessed the prospects of the Company over a longer period than the 12 months required by the 'Going Concern' provision. In reviewing the Company's viability, the Directors have assessed the viability of the Company for the period to 31 December 2027 (the "Look-forward Period"). Following the change in investment policy approved by Shareholders at the 2023 AGM, the Company entered a Managed Run-Off, meaning that it is not making any new investments (save for in limited circumstances as set out in the revised Investment Policy) and its investing activity is solely in respect of funding legal commitments to existing investments (the "Managed Run-Off"). The Board will continue to review strategic options in respect of the Company's assets to realise

the maximum value for Shareholders in the shortest possible time, recognising the inherent difficulties in the construction of the portfolio, including the number of investments, multiple geographies and long tenors. While the Company is continuing to explore strategic options to realise the assets there remains no certainty that any of these options will materialise and be put to Shareholders for consideration. Accordingly, the Directors recognise that these conditions indicate the existence of material uncertainty which may cast significant doubt about the Group and the Company's viability over the Look-forward Period.

Although the Company is in a Managed Run-Off, the Board believes that the Look-forward Period, being to 31 December 2027, is an appropriate time horizon over which to assess the viability of the Company, particularly when taking into account the long-term nature of the maturity of the Company's assets, which is modelled over two years and the principal risks outlined above. In considering the prospects of the Company, the Directors looked at the key risks facing the Company, focusing on the likelihood and impact of each risk as well as any key contracts, future events or timescales that may be assigned to each key risk.

The Directors have a reasonable expectation that the Company has adequate resources to: continue in operation; realise the Company's assets in an orderly manner; and meet its liabilities as they fall due, over the Look-forward Period. While the Look-forward Period is to 31 December 2027 and the Company continues to focus on the realisation of assets and distribution of cash to Shareholders in accordance with the investment objective there is no certainty that this will be completed by 31 December 2027 given the nature of the Portfolio.

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

 

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and the Company financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

Under Company law, 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 Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to:

•      select suitable accounting policies and then apply them consistently;

•      state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

•      make judgements and accounting estimates that are reasonable and prudent; and

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

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' Confirmations

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

Each of the Directors, whose names and functions are listed in the Corporate Governance section confirm that, to the best of their knowledge:

•      the Group and Company financial statements, which have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit of the Group and profit of the Company; and

•      the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors' report is approved:

•      so far as the Director is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware; and

•      they have taken all the steps that they ought to have taken as a Director, in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.

 

For and on behalf of the Board,

Miriam Greenwood OBE DL

Chair of the Board

23 April 2026

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2025

		For the year ended 31 December 2025			For the year ended 31 December 2024
	Notes	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Losses on investments at fair value through profit or loss	5	-	(972)	(972)	-	(2,077)	(2,077)
Unrealised gains/(losses) on derivatives	5	-	274	274	-	(24)	(24)
Realised (losses)/gains on derivatives		-	(1,692)	(1,692)	-	3,493	3,493
Net foreign exchange gains/(losses)		-	2,417	2,417	-	(3,241)	(3,241)
Investment income	6	3,848	-	3,848	5,397	-	5,397
Investment advisory fees	7	(454)	-	(454)	(647)	-	(647)
Impairment loss	5	(1,999)	-	(1,999)	(2,554)	-	(2,554)
Administrative expenses	8	(1,958)	-	(1,958)	(2,374)	-	(2,374)
		-----------	-----------	-----------	-----------	-----------	-----------
(Loss)/profit before taxation		(563)	27	(536)	(178)	(1,849)	(2,027)
Taxation	9	-	-	-	-	-	-
		-----------	-----------	-----------	-----------	-----------	-----------
(Loss)/profit after taxation		(563)	27	(536)	(178)	(1,849)	(2,027)
		======	======	======	======	======	======
(Losses)/earnings per share	10	(0.69)p	0.03p	(0.66)p	(0.20)p	(2.09)p	(2.29)p
		======	======	======	======	======	======

 

The "Total" column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with UK-adopted International Financial Reporting Standards ("IFRS"). The "Revenue" and "Capital" columns represent supplementary information prepared under guidance issued by The Association of Investment Companies. The Group has no other items of other comprehensive income, and therefore the net (loss)/profit after taxation is also the total comprehensive income/(loss) for the year. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

The notes form an integral part of these financial statements.

 

Company Statement of Comprehensive Income

For the year ended 31 December 2025

			For the year ended 31 December 2025			For the year ended 31 December 2024
	Notes		Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Losses on investments at fair value through profit or loss	5		-	(1,535)	(1,535)	-	(1,299)	(1,299)
Net foreign exchange gains/(losses)			-	1,181	1,181	-	(1,728)	(1,728)
Investment income	6		2,492	-	2,492	4,203	-	4,203
Investment advisory fees	7		(454)	-	(454)	(647)	-	(647)
Administrative expenses	8		(1,629)	-	(1,629)	(1,939)	-	(1,939)
Impairment losses	5		(839)	-	(839)	(923)	-	(923)
			-----------	-----------	-----------	-----------	-----------	-----------
(Loss)/profit before taxation			(430)	(354)	(784)	694	(3,027)	(2,333)
Taxation	9		-	-	-	-	-	-
			-----------	-----------	-----------	-----------	-----------	-----------
(Loss)/profit after taxation			(430)	(354)	(784)	694	(3,027)	(2,333)
			======	======	======	======	======	======
Losses/(earnings) per share	10		(0.53)p	(0.43)p	(0.96)p	0.79p	(3.43)p	(2.64)p
			======	======	======	======	======	======

 

The "Total" column of this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with UK-adopted IFRS. The "Revenue" and "Capital" columns represent supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other items of other comprehensive income, and therefore the (loss)/profit after taxation is also the total comprehensive (loss)/profit for the year. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

The notes form an integral part of these financial statements.

 

 

Consolidated Statement of Financial Position

AS AT 31 DECEMBER 2025

	Notes	As at 31 December 2025 £'000	As at 31 December 2024 £'000
Fixed assets
Investments at fair value through profit or loss	5	1,867	10,022
Investments at amortised cost	5	26,565	46,309
		28,432	56,331
		-----------	-----------
Current assets	12
Receivables		111	80
Cash at bank and in hand		7,806	14,417
Derivative financial instruments		274	-
		-----------	-----------
		8,191	14,497
Creditors: amounts falling due within one year	13
Payables		(749)	(1,137)
Derivative financial instruments		-	(24)
		-----------	-----------
Net current assets		7,442	13,336
		-----------	-----------
Total assets less current liabilities		35,874	69,667
Net assets		35,874	69,667
		=======	=======
Capital and reserves
Share capital	14	814	814
Capital redemption reserve	15	186	186
Special reserve	15	37,656	70,913
Capital reserve	15	(2,000)	(2,027)
Revenue reserve	15	(782)	(219)
		------------	------------
Total equity shareholders' funds		35,874	69,667
		=======	=======
Net asset value per share	16	44.05p	85.55p
Number of shares in issue		81,438,268	81,438,268
		=======	=======

 

Approved by the Board of Directors and authorised for issue on 23 April 2026.

Signed on behalf of the Board of Directors by:

Miriam Greenwood OBE DL

Director

Parvus Energy Efficiency Trust PLC is registered in England and Wales as a public company limited by shares.

Company registration number: 13324616

 

The notes form an integral part of these financial statements.

 

 

COMPANY Statement of Financial Position

AS AT 31 DECEMBER 2025

	Notes	As at 31 December 2025 £'000	As at 31 December 2024 £'000
Fixed assets
Investment in subsidiaries	5	17,947	38,399
		------------	------------
Current assets	12
Receivables		27,593	27,348
Cash at bank and in hand		1,859	7,620
		------------	------------
		29,452	34,968
Creditors: amounts falling due within one year	13
Payables		(11,484)	(3,411)
		------------	------------
Net current assets		17,968	31,557
Total assets less current liabilities		35,915	69,956
		=======	=======
Net assets		35,915	69,956
		=======	=======
Capital and reserves
Share capital	14	814	814
Capital redemption reserve	15	186	186
Special reserve	15	37,656	70,913
Capital reserve	15	(458)	(104)
Revenue reserve	15	(2,283)	(1,853)
		------------	------------
Total equity shareholders' funds		35,915	69,956
		=======	=======

 

The financial statements were approved by the Board of Directors and authorised for issue

on 23 April 2026 and were signed on its behalf by:

Miriam Greenwood OBE DL

Director

Parvus Energy Efficiency Trust PLC is registered in England and Wales as a public company limited by shares.

Company registration number: 13324616

 

The notes form an integral part of these financial statements.

 

 

Consolidated STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

For the year ended 31 December 2025
	Notes	Share capital £'000	Capital redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
At 1 January 2025		814	186	70,913	(2,027)	(219)	69,667
Dividends paid in the year	11	-	-	(33,257)	-	-	(33,257)
Profit/(loss) for the year		-	-	-	27	(563)	(536)
		----------	----------	----------	----------	----------	----------
At 31 December 2025		814	186	37,656	(2,000)	(782)	35,874
		======	======	======	======	======	======

 

For the year ended 31 December 2024
	Notes	Share capital £'000	Capital redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
At 1 January 2024		1,000	-	93,500	(178)	(41)	94,281
Repurchase and cancellation of the Company's own shares following a Tender Offer	14	(186)	186	(17,500)	-	-	(17,500)
Expenses of Tender Offer		-	-	(88)	-	-	(88)
Dividend paid in the year	11	-	-	(4,999)	-	-	(4,999)
Loss for the year		-	-	-	(1,849)	(178)	(2,027)
		----------	----------	----------	----------	----------	----------
At 31 December 2024		814	186	70,913	(2,027)	(219)	69,667
		======	======	======	======	======	======

 

The notes form an integral part of these financial statements.

 

 

Company STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

For the year ended 31 December 2025
	Notes	Share capital £'000	Capital redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
At 1 January 2025		814	186	70,913	(104)	(1,853)	69,956
Dividends paid in the year	11	-	-	(33,257)	-	-	(33,257)
Loss for the year		-	-	-	(354)	(430)	(784)
		----------	----------	----------	----------	----------	----------
At 31 December 2025		814	186	37,656	(458)	(2,283)	35,915
		======	======	======	======	======	======

 

For the year ended 31 December 2024
	Notes	Share capital £'000	Capital redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
At 1 January 2024		1,000	-	93,500	2,923	(2,547)	94,876
Repurchase and cancellation of the Company's own shares following a Tender Offer	14	(186)	186	(17,500)	-	-	(17,500)
Expenses of Tender Offer		-	-	(88)	-	-	(88)
Dividend paid in the year	11	-	-	(4,999)	-	-	(4,999)
(Loss)/profit for the year		-	-	-	(3,027)	694	(2,333)
		----------	----------	----------	----------	----------	----------
At 31 December 2024		814	186	70,913	(104)	(1,853)	69,956
		======	======	======	======	======	======

 

The notes form an integral part of these financial statements.

 

 

Consolidated Statement of Cash Flows

FOR THE YEAR ENDED 31 DECEMBER 2025

	Notes	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Operating activities
Loss before taxation		(536)	(2,027)
Adjustments for:
Unrealised loss on investments	5	815	2,060
Unrealised (gain)/loss on derivative instruments	5	(274)	24
Realised loss on investments	5	157	17
Impairment loss	5	1,999	2,554
Net foreign exchange (gain)/loss		(2,417)	3,241
(Increase)/decrease in trade receivables		(31)	572
(Decrease)/increase in creditors: amounts falling due within one year		(388)	80
Interest receivable from amortised cost investments	5	(2,948)	(4,008)
		------------	-----------
Net cash (outflow)/inflow from operating activities		(3,623)	2,513
Investing activities
Purchase of investments	5	(36)	(4,224)
Repayment of investments	5	29,818	9,894
		------------	-----------
Net cash inflow from investing activities		29,782	5,670
Financing activities
Tender Offer payment	14	-	(17,500)
Expenses of Tender Offer		-	(88)
Dividend paid	11	(33,257)	(4,999)
Net cash outflow from financing activities		(33,257)	(22,587)
Decrease in cash and cash equivalents		(7,098)	(14,404)
Cash and cash equivalents at the start of the year		14,417	29,082
Effect of foreign currency exchange translation		487	(261)
		------------	-----------
Cash and cash equivalents at the end of the year		7,806	14,417
		======	======

 

The notes form an integral part of these financial statements.

 

 

Company Statement of Cash Flows

FOR THE YEAR ENDED 31 DECEMBER 2025

	Notes	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Operating activities
Loss before taxation		(784)	(2,333)
Adjustments for:
Unrealised losses on investments	5	1,535	1,299
Net foreign exchange (gain)/loss		(1,181)	1,728
Shareholder loan interest income		(1,682)	(1,936)
Impairment loss	5	839	923
Movement in intercompany balances		8,416	2,443
(Increase)/decrease in trade receivables		(23)	199
(Decrease)/increase in creditors: amounts falling due within one year		(343)	94
		------------	-----------
Net cash inflow from operating activities		6,777	2,417
Investing activities
Purchase of investments	5	-	(294)
Repayment of investments	5	19,129	3,724
		------------	-----------
Net cash inflow from investing activities		19,129	3,430
Financing activities
Loan to subsidiary		(222)	1
Shareholder loan interest income received		1,682	1,936
Tender Offer payment	14	-	(17,500)
Expenses of Tender Offer		-	(88)
Dividends paid	11	(33,257)	(4,999)
		------------	-----------
Net cash outflow from financing activities		(31,797)	(20,650)
Decrease in cash and cash equivalents		(5,891)	(14,803)
Cash and cash equivalents at the start of the year		7,620	22,548
		------------	-----------
Effect of foreign currency exchange translation		130	(125)
Cash and cash equivalents at the end of the year		1,859	7,620
		======	======

 

The notes form an integral part of these financial statements.

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 

1. General Information

Parvus Energy Efficiency Trust Plc ("the Company") is registered in England and Wales as a public company limited by shares. The Company's registered office is 4th Floor, 140 Aldersgate Street, London EC1A 4HY.

The Company is a closed-ended investment company with an indefinite life. The Company commenced its operations on 2 June 2021 when the Company's Ordinary Shares were admitted to trading on the London Stock Exchange. The Directors intend to continue conducting the affairs of the Company so as to retain its status as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010, as amended.

The Company's investment objective is to realise all remaining assets in the portfolio in a prudent manner consistent with the principles of good investment management and with a view to returning cash to Shareholders in an orderly manner.

The Company owns 100% of its subsidiary, Attika Holdings Limited (the "HoldCo" or ''AHL''). The registered office of AHL is Leaf B, 20th Floor, Tower 42, Old Broad Street, London, England, EC2N 1HQ.

The Company owns 100% of the notes issued by one compartment of SPV Project 2013 S.r.l. (the "SPV" or "Italian SPV") issued to the Company, which entitles the Company to a 100% economic interest in the receivables purchased through the proceeds of these notes. The registered address of the SPV is Compartment 2 of SPV Project 2013 S.r.l. Via Vittorio Betteloni, 220131, Milan, Italy.

The Company, AHL and the SPV together comprise the "Group".

 

FundRock Management Company (Guernsey) Limited acted as the Company's Alternative Investment Fund Manager (the "AIFM") for the purposes of Directive 2011/61/EU on alternative investment fund managers ("AIFMD") until their termination on 10 April 2026.The Group's Investment Adviser was Aquila Capital Investmentgesellschaft mbH authorised and regulated by the German Federal Financial Supervisory Authority, until their termination on 10 April 2026.

 

The Company announced on 13 April 2026 that it had become a self-managed Alternative Investment Fund, authorised by the Financial Conduct Authority ("FCA"), and that Aquila Capital Investmentgesellschaft GmbH ("ACI") had ceased to be the Investment Adviser. Two employees of the former Investment Adviser who have been responsible for the investment portfolio since IPO, have been retained as consultants. As a result of the above, the Company changed its name to Parvus Energy Efficiency Trust plc on 17 April 2026.

Apex Listed Companies Services (UK) Limited (the "Administrator") provides administrative and company secretarial services to the Group under the terms of an administration agreement between the Company and the Administrator. The SPV is administered by Zenith Services S.p.A.

2. Basis of Preparation

Group and Company financial statements

The Group and Company financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards ("IFRS") and the Companies Act 2006, as applicable to companies reporting under those standards.

Where consistent with the requirements of IFRS, the Directors have sought to prepare the Group and Company financial statements on a basis compliant with presentational guidance set out in the statement of recommended practice for investment trust companies and venture capital trusts (the "SORP") issued by the Association of Investment Companies in July 2022.

The Group and Company financial statements are prepared on the historical cost basis of accounting, except for the revaluation of certain investments at fair value through profit or loss. Significant accounting judgements, estimates and assumptions applied in the preparation of these financial statements, and the principal accounting policies are set out below.

The policies applied in these financial statements are consistent with those applied in the preceding year.

Basis of consolidation

The Company is not an investment entity as defined in IFRS 10, as it does not measure and evaluate the performance of substantially all of its investments on a fair value basis. It is therefore required to prepare consolidated accounts.

The Company consolidates AHL, which is financed through a mix of equity and debt instruments.

The Italian SPV is a Company established under the laws of Italy to hold securitised receivables. The Company does not hold any equity in the SPV. However, it does own 100% of the notes issued by one compartment of the SPV which entitles the Company to an 100% economic interest in the receivables purchased through the proceeds of these notes. The Company does not have an economic interest in any of the other securities receivables issuances by the Italian SPV. The notes subscribed by the Company, issued by the Italian SPV, and the receivables purchased from the proceeds of these notes, together with all associated assets and liabilities and income and costs, are ring-fenced from other and liabilities of the Italian SPV and thus the Company's holdings have been deemed a silo under IFRS 10 paragraph B77. The Company consolidates the results of the Italian SPV in respect of the performance of the receivables in the silo.

The Company, AHL and the SPV have a coterminous accounting date of 31 December.

Going concern

Shareholders voted in favour of a Continuation Managed Run-Off Resolution at the AGM in June 2023. The Company is thus operating under a Managed Run-Off, with the term of some of its assets being of several years. The Company is not making any new investments, except for the funding of legal commitments to remaining investments. While the Company is continuing to explore other strategic options to realise the investments, there remains no certainty that any of these options will materialise and be put to Shareholders for consideration.

Accordingly, while the Directors recognise that these conditions indicate the existence of material uncertainty which may cast significant doubt about the Group and Company's ability to continue as a going concern, the Directors have concluded that the financial statements of the Group and the Company should be prepared on a going concern basis, based on the following assessment and considerations:

-   the Group's cash balances;

-   the level of operating expenses;

-   any legal commitments in respect of existing investments;

-   any income receivable from remaining investments;

-   cash flow forecasts based on the above; and

-   potential downside scenarios.

As a result of their assessment, the Directors believe that the Group and Company have adequate resources to continue operating until at least 30 April 2027, which is at least 12 months from the date of approval of these financial statements. Accordingly, neither the Group nor the Company financial statements include any accrual for the costs of liquidation and the financial statements do not include the other adjustments that would result if the Group and Company were unable to continue as a going concern.

3. Critical accounting judgements, estimates and assumptions

The preparation of the consolidated financial statements requires the application of estimates and assumptions which may affect the results reported. These estimates, by their nature, are based on judgement and available information. The following judgements, estimates and assumptions are applied in the preparation of the financial statements in order to determine the fair values and expected credit loss. These may have a material effect on the reported results.

Investments at fair value

Investments at fair value are valued by the Investment Adviser, and this requires the use of estimates and assumptions. The key assumptions that have a significant impact on the value of the Group's investments are discount rates, power prices, energy yield assessments, inflation rates and capital expenditure factors. The impact of risks associated with climate change is assessed on an investment-by-investment basis and factored into the underlying cash flows where relevant.

For the current year, climate risk is not expected to have a material effect on the financial statements.

The discount rates are subjective and therefore it is feasible that a reasonable alternative assumption may be used resulting in a different value. The discount rates applied to the cash flows are reviewed semi-annually by the Investment Adviser to ensure they are at the appropriate level. The Consultants will take into consideration market transactions, where they are of similar nature, when considering changes to the discount factors used.

The operating costs of the operating companies are frequently partly or wholly subject to indexation and an assumption is made that inflation will increase at a long-term rate.

Details of the valuation methodology and the valuation assumptions and inputs are given in note 5.

Expected credit loss ("ECL")

Investments held at amortised cost require the calculation of ECL, which represents an estimate of the loss which may be incurred at the financial position date, on those investments. This calculation requires significant estimates and assumptions, including the probability of default ("PD") and the expected loss given default ("LGD"). An independent credit rating agency is employed to calculate the PD, and for this it assumes base case, optimistic and pessimistic scenarios applied for macro economic and financial performance variables.

Further details of the ECL accounting policy are given in note 4(b) below, and details of the inputs in the ECL calculation are given in note 5.

4. Material Accounting Policies

(a) Financial Instruments

Classification and measurement of financial assets

Debt instruments reflect the business model in which such assets are managed and their cash flow characteristics. Two criteria are used to determine how debt instruments should be classified and measured:

-   The entity's business model (i.e. how an entity manages its debt instruments in order to generate cash flows by collecting contractual cash flows, selling financial assets or both); and

-   The contractual cash flow characteristics of the financial asset (i.e. whether the contractual cash flows are solely payments of principal and interest).

A debt instrument is measured at amortised cost if it meets both of the following conditions and is not designated as at fair value through profit and loss ("FVTPL"):

-   It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

-   Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

In assessing whether the contractual cash flows are solely payments of principal and interest, the contractual terms of the instrument are considered. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

Subsequent to initial recognition, financial assets that are measured at amortised cost require the use of the effective interest method and are subject to expected credit loss.

Subsequent to initial recognition, financial assets that are classified as measured at fair value through profit or loss are measured at fair value in the Consolidated Statement of Financial Position (with no deduction for sale or disposal costs). Gains and losses resulting from the movement in fair value are recognised in the Consolidated Statement of Comprehensive Income. Realised gains and losses on sales of investments held at fair value comprise the difference between the sales proceeds and their fair value and are deemed to be realised when the proceeds have settled and are included in the Consolidated Statement of Comprehensive Income.

Debt instruments at amortised cost are revalued with the functional currency exchange rate at each valuation point and exchange gains or losses are included in the Consolidated Statement of Comprehensive Income.

Derivatives comprise forward currency contracts used to hedge the Group's foreign currency exposure. The fair value of the currency forward contracts is the difference between the spot rate and the forward rate at the date of the Consolidated Statement of Financial Position.

Investment in Subsidiaries

The Company's investment in its subsidiary AHL comprises equity shares which are held at held at cost less impairment in the Company's Statement of Financial Position, and a Shareholder Loan.

The Company's investment in SPV is held at fair value through profit or loss. The fair value of SPV as at 31 December 2025 has been determined through an aggregation of the fair value of SPV's individual investments adjusted for the cash and liabilities of SPV as at 31 December 2025.

Where returns are not fixed, the fair value of SPV's individual investments take account of forecast power production and power price curves provided by independent research companies. Discount rates take account of the risk profile of the counterparty and other areas of judgement.

Recognition and derecognition

The Company is not making any new investments, except for the funding of legal commitments to remaining investments. A financial liability (in whole or in part) is derecognised when the Group has extinguished its contractual obligations, it expires or is cancelled. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Group has transferred substantially all risks and rewards of ownership.

Other financial assets and liabilities

Cash at bank and in hand may comprise cash and demand deposits which are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value. The Group holds £2.5 million in cash, as collateral for its derivatives. The carrying amount of these represents their fair value.

The Group's and Company's financial assets and liabilities include trade and other receivables and payables which are non interest bearing and short-term in nature. Accordingly, they are initially recognised at fair value and subsequently at amortised cost using the effective interest method.

(b) Expected credit loss ("ECL") allowance for financial assets measured at amortised cost

Many of the Group's investments are financial assets measured at amortised cost. These investments are structured as purchases of receivables or purchases of notes which have the right to receivables. The purchased receivables derive from energy services agreements for the provision of energy efficiency and/or renewable energy solutions provided by Energy Service Companies ("ESCOs") to their corporate clients and these receivables provide a fixed return for the Group. ESCOs are businesses that provide energy-related services to end-users, often focusing on energy efficiency projects. The receivables are due to be received over a range of maturities from less than 12 months to more than fifteen years. Individual agreements provide for the receivables to be paid mostly on a monthly or quarterly basis.

In addition to past events and current conditions, reasonable and supportable forecasts affecting collectability are also considered when determining the amount of impairment in accordance with IFRS 9. Under the IFRS 9 expected credit loss model, expected credit losses are recognised at each reporting period, even if no actual loss events have taken place. In addition to past events and current conditions, reasonable and supportable forward-looking information that is available without undue cost or effort is considered in determining impairment, with the model applied to all financial instruments subject to impairment testing.

At initial recognition, allowance is made for ECL resulting from default events that are possible within the next 12 months (12-month expected ECL). In the event of a significant increase in credit risk, allowance (or provision) is made for ECL resulting from all possible default events over the expected life of the financial instrument (lifetime ECL).

Financial assets with no significant credit risk are categorised as Stage 1 and are based on a 12 month ECL. Financial assets which are considered to have experienced a significant increase in credit risk are categorised as Stage 2, and those which have defaulted or are otherwise considered to be credit impaired are categorised as Stage 3. Stages 2 and 3 are based on lifetime ECL.

The measurement of ECL is primarily based on the product of the asset's probability of default ("PD"), its loss given default ("LGD"), and its exposure at default ("EAD").

The PD represents the likelihood of a borrower defaulting on its financial obligation, either over the next 12 months ("12M PD"), or over the remaining lifetime ("Lifetime PD"). The PD is calculated by an independent credit rating agency using a wide range of parameters including macro economic and financial variables.

In addition to the base case, the external credit rating agency has also designed a downside and upside scenario based on historic data. In each of the scenarios, the various macro economic and financial variables are flexed and applied in the calculation. The macro economic variables include GDP, growth, inflation, unemployment rates and interest rates. The financial variables include turnover, net debt, shareholder equity, working capital, tangible assets, interest expense, EBITDA, EBIT, and net income.

The final PD is then calculated as a weighted average of these figures calculated at 50% in the base case, 25% in the optimistic and 25% in the pessimistic scenarios.

The EAD represents the amounts the Group is owed at the accounting date, taking into account the value of any collateral held and any other mitigants of loss including the impact of discounting using the effective interest rate.

The LGD represents the Group's expectations of the extent of loss on a defaulted exposure. The LGD varies by type of counterparty, type and seniority of claim and availability of collateral or other credit support. The LGD is the percentage of the exposure expected to be lost if default occurs in the next 12 months for Stage 1 assets, or over the remaining expected lifetime of the loan for Stage 2 and 3 assets.

The ECL is determined by estimating the PD, LGD and EAD for each individual exposure or collective segment, with each component multiplied together. Management is aware that there is a high level of judgement in calculating the scenarios and the inputs given the assets are relatively recent with limited historic data.

The main difference between Stage 1 and Stage 2 is the respective PD horizon. Stage 1 estimates use a maximum of a 12-month PD, while Stage 2 estimates use a lifetime PD. The main difference between Stage 2 and Stage 3 is that Stage 3 is effectively the point at which there has been a default event or the investment can be considered to be credit-impaired.

Movements between Stage 1 and Stage 2 are based on whether an instrument's credit risk at the reporting date has increased significantly relative to the date of initial recognition. Where the credit risk improves such that it no longer represents a significant increase in credit risk since origination, the asset is transferred back to Stage 1.

In assessing whether a counterparty has had a significant increase in credit risk the following indicators are considered:

1. Early signs of cash flow/liquidity problems such as an ongoing delay in servicing of payables.

2. Significant increase in PD.

3. Actual or expected late payments or restructuring of payments due.

4. Actual or expected significant adverse change in operating results of the borrower, where this information is available.

5. Significant adverse changes in business, financial and/or economic conditions in which the counterparty operates.

The Group uses a rebuttable presumption that a credit deterioration (i.e. stage 1 to stage 2) occurs no later than when a payment is 90 days past due. The Group uses this 90-day backstop for all its assets. Assets can move in both directions through the stages of the impairment model. The Directors do not believe that being 30 days overdue is considered a credit deterioration given the nature and payment profile of some of its small counterparties. Payments are different from consumer loan payments and often comprise a very large number of payments, each of a very small amount. There is also significant evidence of catch-up payments, where a counterparty has just past the 30 days, and very rarely have these counterparties missed the payment completely.

We recognise that individual credit exposures, which define the Group's investments, are different from, for example, consumer mortgage or consumer car loan portfolios. Late payments can arise due to the corporate counterparties refusing to utilise direct debit or standing order payment processes with the result that payment chasing can be required for relatively small amounts, e.g. lighting service contracts. Accordingly, we do expect that in certain cases 90 days late payments may not lead to movements through the ECL stages.

Movements between Stage 2 and Stage 3 are based on whether financial assets have defaulted or are otherwise deemed to be credit-impaired at the reporting date.

This could include observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
(e) the disappearance of an active market for that financial asset because of financial difficulties; or
(f) the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.

(c) Income

Income includes interest and dividends receivable from investments held at fair value and at amortised cost, and bank interest.

Investment interest income for the year is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method calculation.

(d) Taxation

The tax charge for the year is based on amounts expected to be received or paid.

Deferred tax is provided on all timing differences that have originated but not reversed by the accounting date.

Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available against which those timing differences can be utilised.

Deferred tax is measured at the tax rate which is expected to apply in the year in which the timing difference is expected to reverse, based on tax rates that have been enacted or substantively enacted at the financial position date and is measured on an undiscounted basis.

(e) Value added tax ("VAT")

Expenses are disclosed inclusive of any related irrecoverable VAT.

(f) Expenses

All expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue except for expenses incidental to the purchase or sale of investments which are charged to capital. Details of the Group fee payable to the Investment Adviser are disclosed in note 18 to the financial statements.

(g) Foreign currency

The functional and presentational currency of the Company is sterling. The capital of the Company was raised in sterling and majority of its expenses are in sterling. The liquidity of the Company is managed in sterling as the Company's performance is evaluated in that currency. Amounts are rounded to the nearest thousand, where appropriate.

Transactions denominated in foreign currencies are translated into sterling at actual exchange rates as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at year end are reported at the rates of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the Consolidated Statement of Comprehensive Income as appropriate. Foreign exchange movements on investments are included in the Capital account of the Consolidated Statement of Comprehensive Income.

The functional currency of AHL is sterling. The functional currency of the Italian SPV is the euro. For the purposes of the Group accounts, the balances of the SPV are translated into sterling at the year end rate for the Financial Position balances and at an average rate for the Statement of Comprehensive Income balances.

(h) Dividends payable

Final dividends payable are recognised in the financial statements when they have been approved by Shareholders via an ordinary resolution at the AGM and become a liability of the Company. Interim dividends are recognised in the period in which they are paid.

(i) Share capital

Shares in issue are classified as equity. The cost of repurchasing the Company's own shares is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the repurchase or cancellation of the Company's own shares. The cost of repurchasing the Company's own shares, including the related stamp duty and transaction costs is dealt with in the Statement of Changes in Equity and is charged to "Special reserve". Share repurchase transactions are accounted for on a trade date basis.

(j) Segmental reporting

The Board, being the Chief Operating Decision Maker, is of the opinion that the Group has only one material segment being that of an investment trust company, investing in energy efficient assets. The financial information used by the Board to manage the Group, presents the business as a single segment.

(k) Adoption of new and revised International Financial Reporting Standards

New standards, amendments and interpretations that have become effective for periods beginning on or after 1 January 2025.

There are no new standards, amendments and interpretations that have become effective during the year that have a material effect on the financial statements of the Group or Company.

New standards, amendments and interpretations that have been issued but which are not yet effective

At the date of authorisation of these financial statements, the following revised International Financial Reporting Standards were in issue but not yet effective:

-  IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments (Amendments); and

-  IFRS 18 Presentation and Disclosure in Financial Statements.

The Directors do not expect that the adoption of the amendments to IFRS 9 and IFRS 7 will have a material impact on the financial statements of the Company and Group in future years.

IFRS 18 will replace IAS1 "Presentation of Financial Statements" and is effective for periods beginning on or after 1 January 2027. It will require certain presentational changes to the Statement of Comprehensive Income but will not affect net profit. It will also require certain presentational changes to the notes and provide enhanced guidance on how to group information in the financial statements.

5. Investments and derivative financial instruments

The Group's financial instruments that are held at fair value comprise its investment portfolio and derivative financial instruments.

IFRS 13 requires that financial instruments held at fair value are categorised into a hierarchy comprising the following three levels:

Level 1 - valued using the unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted market prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset or liability.

The Group's investments and derivative financial instruments held at fair value were categorised as follows:

	31 December 2025 £'000	31 December 2024 £'000
Level 1	-	-
Level 2 - Derivative financial instruments	274	(24)
Level 3 - Investments at fair value through profit or loss	1,867	10,022
	---------------	--------------
Total	2,141	9,998
	=======	======

 

There have been no transfers between Levels 1, 2 or 3 during the year or prior year.

The movements in the Level 3 investments of the Group during the year were as follows:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Opening balance	10,022	10,492
Additions during the year	-	3,683
Disposals during the year	(7,260)	(1,564)
Realised losses	(157)	(17)
Unrealised losses	(815)	(2,060)
Net foreign exchange gains/(losses)	77	(512)
	---------------	--------------
Closing balance	1,867	10,022
	=======	======

 

Group investments measured at amortised cost

The movements in the Level 3 investments of the Group during the year were as follows:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Opening balance	46,309	54,990
Additions during the year	36	541
Receipts during the year	(22,558)	(8,330)
Income accrued during the year	2,948	4,008
Net foreign exchange gains/(losses)	1,829	(2,346)
Impairment	(1,999)	(2,554)
	---------------	--------------
Closing balance	26,565	46,309
	=======	======

 

The Company's investment in subsidiaries comprises the following:

	31 December 2025 £'000	31 December 2024 £'000
Investment in the Italian SPV held at fair value through profit or loss	9,738	29,351
Investment in AHL held at cost less impairment	8,209	9,048
	---------------	--------------
Total	17,947	38,399
	=======	======

 

The Company's investment held at fair value was categorised as follows:

	31 December 2025 £'000	31 December 2024 £'000
Level 1	-	-
Level 2	-	-
Level 3 - Investment in the Italian SPV	9,738	29,351
	---------------	--------------
Total	9,738	29,351
	=======	======

 

There have been no transfers between Levels 1, 2 or 3 during the year or prior year.

The movements in the Company's Level 3 investment (comprising the investment in the SPV) during the year was as follows:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Opening balance	29,351	35,683
Additions during the year	-	294
Repayments during the year	(19,129)	(3,724)
Net foreign exchange gains/(losses)	1,051	(1,603)
Unrealised losses	(1,535)	(1,299)
	---------------	--------------
Closing balance	9,738	29,351
	=======	======

 

The Company's investment in AHL is held at cost less impairment. The movements during the year were as follows:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Opening gross carrying amount	11,791	11,791
Additions during the year	-	-
Closing gross carrying amount	11,791	11,791
Accumulated impairment:
Opening accumulated impairment balance	(2,743)	(1,820)
Impairment recognised in the year	(839)	(923)
	---------------	--------------
Closing net carrying amount	8,209	9,048
	=======	======

 

Group investments held at amortised cost, but for which the fair value is disclosed:

	31 December 2025		31 December 2024
	Carrying value £'000	Fair value £'000	Carrying value £'000	Fair value £'000
Group investments held at amortised cost	26,565	26,081	46,309	46,543
	=======	=======	======	======

 

For all other assets and liabilities which are not carried at fair value, the carrying value is a reasonable approximation of fair value.

An increase in the discount rates by 0.5% (2024: 0.5%) would have decreased the valuation by £257,000 (2024: £367,000). A decrease in the discount rates would have increased the valuation by £268,000 (2024: £372,000).

Valuation methodology

The Investment Adviser determines the fair values of investments where applicable, for consideration by the Board.

These investments are classified as Level 3, as they are based on the following inputs that cannot be directly observed:

Valuation assumptions and inputs

Discount rates	The discount rate used in the valuations is derived according to internationally recognised methods. Typical components of the discount rate are risk-free rates, country-specific and asset-specific risk premia. The latter comprise the risks inherent to the respective asset class as well as specific premia for other risks such as development and construction.
Power price	Power prices are based on power price forecasts from leading market analysts. The forecasts are independently sourced from a provider with coverage in almost all European markets as well as providers with regional expertise.
Energy yield	Estimated based on third party energy yield assessments as well as operational performance data (where applicable).

 

The Group has no significant exposure to changes in inflation, as most of its payments are fixed.

The Group has no significant price risk due to capital expenditure obligations.

Classification of Group investments at amortised cost

Those investments where 12 month ECL is recognised are categorised as Stage 1. Those which are considered to have experienced a significant increase in credit risk are categorised as Stage 2, and those which have defaulted or are otherwise considered to be credit impaired are categorised as Stage 3. Stages 2 and 3 are based on lifetime ECL.

	31 December 2025			31 December 2024
	Gross carrying amount £'000	Allowance for ECL £'000	Net carrying amount £'000	Gross carrying amount £'000	Allowance for ECL £'000	Net carrying amount £'000
Stage 1	20,662	(118)	20,544	21,194	(118)	21,076
Stage 2	-	-	-	27,156	(1,923)	25,233
Stage 3	12,327	(6,306)	6,021	2,384	(2,384)	-
	---------------	---------------	---------------	---------------	---------------	---------------
Investments at amortised cost	32,989	(6,424)	26,565	50,734	(4,425)	46,309
	=======	=======	=======	=======	=======	=======

 

Group expected credit loss ("ECL")

The Group ECL by stage is as follows:

Year ended 31 December 2025	Stage 1 ECL £'000	Stage 2 ECL £'000	Stage 3 ECL £'000	Total £'000
Opening Balance	118	1,923	2,384	4,425
Transfer from Stage 2 to Stage 1	16	(16)	-	-
Transfer from Stage 2 to Stage 3	-	(1,763)	1,763	-
Release on full repayment	-	(144)	-	(144)
Movement in impairment	(16)	-	2,159	2,143
	---------------	---------------	---------------	---------------
Closing balance	118	-	6,306	6,424
	=======	=======	=======	=======

 

Year ended 31 December 2024	Stage 1 ECL £'000	Stage 2 ECL £'000	Stage 3 ECL £'000	Total £'000
Opening Balance	259	24	1,588	1,871
Transfer from Stage 1 to Stage 2	(95)	95	-	-
Transfer from Stage 2 to Stage 3	-	(24)	24	-
Movement in impairment	(46)	1,828	772	2,554
	---------------	---------------	---------------	---------------
Closing balance	118	1,923	2,384	4,425
	=======	=======	=======	=======

 

Stage 2 losses

There are no longer investments classified in Stage 2.

One investment was moved back to Stage 1 following a return to regular payments. Superbonus investments were deemed to be in default and therefore moved to Stage 3.

Stage 3 losses

The increase in Stage 3 ECLs was the result of Superbonus investments being deemed to be in default.

Measurement of ECL

The ECL recognised in the financial statements reflects the effect on expected credit losses of a range of three possible outcomes, calculated on a probability-weighted basis.

 The Probability of Default ("PD") estimates ranged from 0.05% to 4.41% for Stage 1 investments. On a weighted basis, the PD estimates for Stage 1 investments were 1.29%. The loss given default ("LGD") estimates ranged from 20.0% to 88.0% for Stage 1 investments. The LGD estimates ranged from 2.5% to 100% for Stage 3 investments. On a weighted basis, the LGD estimates for Stage I investments were 30.34%. The LGD estimates for Stage 3 investments were 51.14%. There were no Stage 2 investments at the year end. In arriving at the LGD percentages for the Superbonus investments, the Board, as advised by the Consultants, has taken account of a number of factors and estimates including (i) the likelihood of entering into repayment agreements with the ESCOs, (ii) updated tax credit sale agreements, (iii) the availability of additional tax credits to support repayment of the Group's investments and (iv) corporate credit risk of the ESCOs. These estimates represent the Board's best estimate as at the balance sheet date and ultimate realisations may be materially different.

6. Investment income

Group	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Investment interest income	3,341	4,679
Bank interest	507	718
	---------------	---------------
Total investment income	3,848	5,397
	=======	=======

 

Company	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Investment interest income	2,204	3,797
Bank interest	288	406
	---------------	---------------
Total investment income	2,492	4,203
	=======	=======

 

7. Investment advisory fees

Group and Company	Year ended 31 December 2025			Year ended 31 December 2024
	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Investment advisory fee1	454	-	454	647	-	647
	=======	=======	=======	=======	=======	=======

 

 

1.  Further details of transactions with the Investment Adviser are given in note 18.

8. Administrative expenses

	Year ended 31 December 2025			Year ended 31 December 2024
Group	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Audit services:
fees payable for the statutory audit of the Company's and consolidated financial statements1	592	-	592	506	-	506
fees payable for the statutory audit of subsidiaries2	29	-	29	27	-	27
Directors' fees3	343	-	343	326	-	326
Company secretary and administration fees	285	-	285	297	-	297
AIFM fees	109	-	109	112	-	112
Legal fees	98	-	98	169	-	169
Marketing fees	75	-	75	93	-	93
Investment expenses	73	-	73	169	-	169
Broker's fees	60	-	60	320	-	320
Other administrative expenses	294	-	294	355	-	355
	------------	------------	------------	------------	------------	------------
Total administrative expenses	1,958	-	1,958	2,374	-	2,374
	=======	=======	=======	=======	=======	=======

 

1. Includes £99,000 irrecoverable VAT. The statutory audit fees payable to the Company's auditors and its associates for the audit of the Company and consolidated financial statements amounted to £332,000 excluding VAT. Further fees of £162,000 excluding VAT, were also included in the year in relation to the statutory audit of the Company and consolidated financial statements for the year ended 31 December 2024.

     The statutory audit fees payable to the Company's auditors and its associates for the audit of the prior year Company and consolidated financial statements amounted to £325,000 excluding VAT. Further fees of £97,000 excluding VAT, were also included in the year in relation to the statutory audit of the Company and consolidated financial statements for the year ended 31 December 2023.

2. Fees payable for the audit of the Company's subsidiaries are borne by the Company. Includes £5,000 (2024: £4,000) irrecoverable VAT.

3. Details of Directors' fees are given in the Annual Report.

 

	Year ended 31 December 2025			Year ended 31 December 2024
Company	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Audit services:
fees payable for the statutory audit of the Company's and consolidated financial statements1	592	-	592	506	-	506
fees payable for the statutory audit of subsidiaries2	29	-	29	27	-	27
Directors' fees3	240	-	240	228	-	228
Company secretary and administration fees	206	-	206	219	-	219
AIFM fees	109	-	109	112	-	112
Legal fees	98	-	98	169	-	169
Marketing fees	75	-	75	93	-	93
Broker's fees	60	-	60	320	-	320
Other administrative expenses	220	-	220	265	-	265
	------------	------------	------------	------------	------------	------------
Total administrative expenses	1,629	-	1,629	1,939	-	1,939
	=======	=======	=======	=======	=======	=======

 

1.   Includes £99,000 irrecoverable VAT. The statutory audit fees payable to the Company's auditors and its associates for the audit of the Company and consolidated financial statements amounted to £332,000 excluding VAT. Further fees of £162,000 excluding VAT, were also included in the year in relation to the statutory audit of the Company and consolidated financial statements for the year ended 31 December 2024.

     The statutory audit fees payable to the Company's auditors and its associates for the audit of the prior year Company and consolidated financial statements amounted to £325,000 excluding VAT. Further fees of £97,000 excluding VAT, were also included in the year in relation to the statutory audit of the Company and consolidated financial statements for the year ended 31 December 2023.

2.   Fees payable for the audit of the Company's subsidiaries are borne by the Company. Includes £5,000 (2024: £4,000) irrecoverable VAT.

3. Details of Directors' fees are given in the Annual Report.

9. Taxation

(a) Analysis of tax charge in the year

	Year ended 31 December 2025			Year ended 31 December 2024
Group	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Corporation tax	-	-	-	-	-	-
	------------	------------	------------	------------	------------	------------
Taxation	-	-	-	-	-	-
	=======	=======	=======	=======	=======	=======

 

	Year ended 31 December 2025			Year ended 31 December 2024
Company	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Corporation tax	-	-	-	-	-	-
	------------	------------	------------	------------	------------	------------
Taxation	-	-	-	-	-	-
	=======	=======	=======	=======	=======	=======

 

(b) Factors affecting total tax charge for the year

The tax assessed for the year is higher (2024: higher) than the Company's applicable rate of corporation tax for the year of 25% (2024: 25%). The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company.

The differences are explained below:

	Year ended 31 December 2025			Year ended 31 December 2024
Group	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
(Loss)/profit before taxation	(563)	27	(536)	(178)	(1,849)	(2,027)
Corporation tax at 25% (2024: 25%)	(141)	7	(134)	(45)	(462)	(507)
Effects of:
Excess management expenses	-	-	-	(30)	-	(30)
Deemed interest payment under income streaming rules	(383)	-	(383)	(52)	-	(52)
Non deductible expenses	524	-	524	162	-	162
Movement on investments not allowable/taxable	-	(7)	(7)	(35)	462	427
	------------	------------	------------	------------	------------	------------
Tax charge for the year	-	-	-	-	-	-
	=======	=======	=======	=======	=======	=======

 

	Year ended 31 December 2025			Year ended 31 December 2024
Company	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
(Loss)/profit before taxation	(430)	(354)	(784)	694	(3,027)	(2,333)
Corporation tax at 25% (2024: 25%)	(108)	(89)	(197)	174	(757)	(583)
Effects of:
Movement in deferred tax not recognised	-	-	-	-	-	-
Excess management expenses brought forward	-	-	-	(30)	-	(30)
Group relief	(126)	-	(126)	(460)	-	(460)
Deemed interest payment under income streaming rules	-	-	-	(77)	-	(77)
Non deductible expenses	234	-	234	393	-	393
Movement on investments not allowable/taxable	-	89	89	-	757	757
	------------	------------	------------	------------	------------	------------
Tax charge for the year	-	-	-	-	-	-
	=======	=======	=======	=======	=======	=======

 

The Company has no question on unrecognised tax asset arising from excess management expenses (2024: nil).

Given the Company's intention to meet the conditions required to maintain its status as an investment trust company, no provision has been made for deferred UK capital gains tax on any capital gains or losses arising on the revaluation or disposal of investments.

10. (Losses)/earnings per share

Group	Year ended 31 December 2025	Year ended 31 December 2024
Revenue loss after taxation (£'000)	(563)	(178)
Capital profit/(loss) after taxation (£'000)	27	(1,849)
	----------------	----------------
Total loss after taxation (£'000)	(536)	(2,027)
	=========	=========
Weighted average number of shares in issue during the year	81,438,268	88,335,524
Revenue losses per share	(0.69)p	(0.20)p
Capital earnings/(losses) per share	0.03p	(2.09)p
	=========	=========
Total losses per share	(0.66)p	(2.29)p
	=========	=========

 

Company	Year ended 31 December 2025	Year ended 31 December 2024
Revenue (loss)/profit after taxation (£'000)	(430)	694
Capital loss after taxation (£'000)	(354)	(3,027)
	----------------	----------------
Total loss after taxation (£'000)	(784)	(2,333)
	=========	=========
Weighted average number of shares in issue during the year	81,438,268	88,335,524
Revenue (losses)/earning per share	(0.53)p	0.79p
Capital losses per share	(0.43)p	(3.43)p
	=========	=========
Total losses per share	(0.96)p	(2.64)p
	=========	=========

 

There are no diluted returns per Share as there were no dilutive or potentially dilutive instruments in issue during the year, or prior year.

11. Dividends paid

The Company paid the following interim dividends during the year:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Interim paid on 1 November 2024 of 6.139p per share paid out of capital	-	4,999
Interim paid on 30 May 2025 of 36.837p per share paid out of capital	29,999	-
Interim paid on 24 October 2025 of 4.000p per share paid out of capital	3,258	-
	----------------	----------------
	33,257	4,999
	=========	=========

 

The above dividends have been charged to the Special Reserve.

12. Current assets

	31 December 2025		31 December 2024
Receivables	Group £'000	Company £'000	Group £'000	Company £'000
Trade and other receivables	111	79	80	56
Shareholder Loan receivable	-	27,514	-	27,292
	----------------	----------------	----------------	----------------
Total	111	27,593	80	27,348
	=========	=========	=========	=========

 

At 31 December 2025, the Company had a Shareholder Loan receivable from AHL in the amount of £27,514,000 (2024: £27,292,000). The interest rate is 7.90% per annum which is then being adjusted every fourth quarter of the financial year in order for AHL to earn a gross margin of at least 50bps from its financing activities. The loan is repayable in full on 31 December 2046.

	31 December 2025		31 December 2024
Derivative financial instruments	Group £'000	Company £'000	Group £'000	Company £'000
Forward currency contracts	274	-	-	-
	=========	=========	=========	=========

 

The forward currency contracts are held for the purpose of hedging the currency risk associated with investments denominated in euros. The contracts outstanding at 31 December 2025 comprised the following: sale of euro 17,150,000 for £15,145,000 for settlement on 7 January 2026; and sale of euro 16,100,000 for £14,205,000 for settlement on 27 February 2026.

Cash at bank and in hand

Cash at bank and in hand comprises bank balances held by the Group and Company, including short-term deposits.

The carrying amount of these represents their fair value. Cash balances in excess of a predetermined amount are placed on short-term deposit at market rates of interest.

13. Creditors: amounts falling due within one year

	31 December 2025		31 December 2024
Payables	Group £'000	Company £'000	Group £'000	Company £'000
Intercompany balance with Attika Holdings Limited1	-	10,859	-	2,443
Accrued expenses	749	625	1,094	968
Unsettled trades	-	-	43	-
	----------------	----------------	----------------	----------------
Total	749	11,484	1,137	3,411
	=========	=========	=========	=========

 

1.  The intercompany balance is interest-free and repayable on demand.

	31 December 2025		31 December 2024
Derivative financial instruments	Group £'000	Company £'000	Group £'000	Company £'000
Forward currency contracts	-	-	24	-
	=========	=========	=========	=========

 

The forward currency contracts outstanding at 31 December 2024 comprised the following: sale of euro 38,000,000 for £31,411,000 for settlement on 21 January 2025; and sale of euro 28,900,000 for £24,212,000 for settlement on 28 February 2025.

 

14. Share capital

Ordinary shares of 1p each, allotted, called-up and fully paid	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Opening balance of 81,438,268 (2024: 100,000,000) shares of 1p each	814	1,000
Repurchase and cancellation of nil (2024: 18,561,732) shares following a Tender Offer	-	(186)
	----------------	----------------
Closing balance of 81,438,268 (2024: 81,438,268) shares	814	814
	=========	=========

 

The ordinary shares rank pari passu and each share carries one vote in the event of a poll at a general meeting.

Following a Tender Offer in the prior year, the Company repurchased and cancelled 18,561,732 of its own shares, nominal value £185,617 for a total consideration of £17,500,000, representing 18.6% of the shares outstanding at the beginning of that year.

15. Reserves

Group	Capital redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000
At 1 January 2025	186	70,913	(2,027)	(219)
Dividends paid	-	(33,257)	-	-
Profit/(loss) after taxation	-	-	27	(563)
	----------------	----------------	----------------	----------------
At 31 December 2025	186	37,656	(2,000)	(782)
	=========	=========	=========	=========

 

Company	Capital redemption reserve1 £'000	Special reserve2 £'000	Capital reserve3 £'000	Revenue reserve4 £'000
At 1 January 2025	186	70,913	(104)	(1,853)
Dividends paid	-	(33,257)	-	-
(Loss)/profit after taxation	-	-	(354)	(430)
	----------------	----------------	----------------	----------------
At 31 December 2025	186	37,656	(458)	(2,283)
	=========	=========	=========	=========

 

The Company's Articles of Association permit dividend distributions out of realised capital profits.

1.   The capital redemption reserve represents the accumulated nominal value of shares repurchased for cancellation. This reserve is not distributable.

2.   The special reserve arose following the cancellation of the share premium account in 2021. As a result, this became a distributable reserve and may be used to repurchase the Company's own shares or distributed as dividends.

3.   The capital reserve comprises realised and unrealised gains and losses on investments and foreign currency. An analysis has not been made between those that are realised (and may be distributed as dividends or used to repurchase the Company's own shares) and those that are unrealised.

4.   The revenue reserve may be distributed as dividends or used to repurchase the Company's own shares.

16. Net asset value ("NAV") per share

	31 December 2025	31 December 2024
Consolidated NAV (£'000)	35,874	69,667
Closing balance of shares in issue	81,438,268	81,438,268
NAV per share	44.05p	85.55p
	=========	=========

 

17. Financial instruments' exposure to risk and risk management policies

The Administrator and the Consultants (previously the AIFM and Investment Adviser), report to the Board on a quarterly basis and provide information to the Board which allows it to monitor and manage financial risks relating to the Group's operations. The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, interest rate risk and price
risk), credit risk and liquidity risk. These risks are monitored by the Board and the Consultants (previously AIFM). Each risk and its management are summarised below. The Consultants (previously the Investment Adviser) may use derivatives to hedge foreign currency risk, interest rate risk and price risk. However, derivatives will not be used for investment purposes.

(a) Foreign currency risk

Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes in foreign currency exchange rates. The Group's and the Company's financial assets and liabilities are denominated in sterling and the euro and substantially all of its revenues and expenses are in sterling and the euro. The Group and the Company are therefore exposed to sterling/euro exchange rate risk.The Consultants (previously the Investment Adviser)uses a series of regular forward sterling/euro exchange contracts to hedge up to 100% of this risk. Under these arrangements the Group is required to provide £2.5 million in cash as collateral. Following the failure of the Continuation Vote, the Group is currently reviewing the strategic options for realising value for Shareholders and will consider the appropriateness of the current hedging arrangements and the cash collateral as part of the review of strategic options and in light of the cash requirements of the Group.

The currency profile of the Group as at 31 December 2025 is as follows:

	31 December 2025			31 December 2024
Assets	GBP £'000	Eur £'000	Total £'000	GBP £'000	Eur £'000	Total £'000
Cash and cash equivalents	7,346	460	7,806	7,358	7,059	14,417
Trade and other receivables	75	36	111	56	24	80
Derivative financial instruments	274	-	274	-	-	-
Investments	2,350	26,082	28,432	3,021	53,310	56,331
	------------	------------	------------	------------	------------	------------
Total assets	10,045	26,578	36,623	10,435	60,393	70,828
	=======	=======	=======	=======	=======	=======
Liabilities
Creditors	(746)	(3)	(749)	(986)	(151)	(1,137)
Derivative financial instruments	-	-	-	(24)	-	(24)
	------------	------------	------------	------------	------------	------------
Total liabilities	(746)	(3)	(749)	(1,010)	(151)	(1,161)
	=======	=======	=======	=======	=======	=======

 

If the value of sterling against the euro increased or decreased by 10% (2024: 10%) and if all other variables remained constant, the NAV of the Group would increase or decrease by £2,658,000 (2024: £6,039,000) without taking account of the Group's  forward foreign exchange contracts.

The currency profile of the Company as at 31 December 2025 is as follows:

	31 December 2025			31 December 2024
Assets	GBP £'000	Eur £'000	Total £'000	GBP £'000	Eur £'000	Total £'000
Cash and cash equivalents	1,615	244	1,859	3,957	3,663	7,620
Shareholder loan receivable	27,514	-	27,514	27,292	-	27,292
Trade and other receivables	79	-	79	56	-	56
Investment in subsidiaries	8,209	9,738	17,947	9,048	29,351	38,399
	------------	------------	------------	------------	------------	------------
Total assets	37,417	9,982	47,399	40,353	33,014	73,367
	=======	=======	=======	=======	=======	=======
Liabilities
Intercompany balance with Attika Holdings Limited	(10,859)	-	(10,859)	(2,443)	-	(2,443)
Accrued expenses	(625)	-	(625)	(968)	-	(968)
	------------	------------	------------	------------	------------	------------
Total liabilities	(11,484)	-	(11,484)	(3,411)	-	(3,411)
	=======	=======	=======	=======	=======	=======

 

If the value of sterling against euro increased or decreased by 10% (2024: 10%) and if all other variables remained constant, the NAV of the Company would increase or decrease by £998,000 (2024: £3,301,000).

(b) Interest rate risk

The Group's interest and non-interest bearing assets and liabilities are as follows:

	31 December 2025			31 December 2024
Assets	Interest bearing £'000	Non-interest bearing £'000	Total £'000	Interest bearing £'000	Non-interest bearing £'000	Total £'000
Cash and cash equivalents	7,059	747	7,806	9,121	5,296	14,417
Trade and other receivables	-	111	111	-	80	80
Derivative financial instruments	-	274	274	-	-	-
Investments	26,565	1,867	28,432	46,309	10,022	56,331
	------------	------------	------------	------------	------------	------------
Total assets	33,624	2,999	36,623	55,430	15,398	70,828
	=======	=======	=======	=======	=======	=======
Liabilities
Creditors	-	(749)	(749)	-	(1,137)	(1,137)
Derivative financial instruments	-	-	-	-	(24)	(24)
	------------	------------	------------	------------	------------	------------
Total liabilities	-	(749)	(749)	-	(1,161)	(1,161)
	=======	=======	=======	=======	=======	=======

 

The Company's interest and non-interest bearing assets and liabilities are as follows:

	31 December 2025			31 December 2024
Assets	Interest bearing £'000	Non-interest bearing £'000	Total £'000	Interest bearing £'000	Non-interest bearing £'000	Total £'000
Cash and cash equivalents	1,148	711	1,859	3,971	3,649	7,620
Trade and other receivables	-	79	79	-	56	56
Shareholder loan receivable	27,514	-	27,514	27,292	-	27,292
Investments in subsidiaries	9,738	8,209	17,947	29,351	9,048	38,399
	------------	------------	------------	------------	------------	------------
Total assets	38,400	8,999	47,399	60,614	12,753	73,367
	=======	=======	=======	=======	=======	=======
Liabilities
Intercompany balance with Attika Holdings Limited	-	(10,859)	(10,859)	-	(2,443)	(2,443)
Accrued expenses	-	(625)	(625)	-	(968)	(968)
	------------	------------	------------	------------	------------	------------
Total liabilities	-	(11,484)	(11,484)	-	(3,411)	(3,411)
	=======	=======	=======	=======	=======	=======

 

The Group's interest bearing investments comprise investments held at amortised cost which carry fixed rates of interest, and investments held at fair value which have variable returns based on power production levels. Thus the Group's exposure to interest rate fluctuations is limited to interest earned on cash balances and not deemed significant.

(c) Price risk

Price risk is defined as the risk that the fair value of a financial instrument held by the Group will fluctuate. At 31 December 2025 the Group held investments at fair value through profit or loss with an aggregate fair value of £1,867,000 (2024: £10,022,000). All other things being equal, the effect of a 10% increase or decrease in the prices of the investments held at the year end would have been an increase or decrease of £187,000 (2024: £1,002,000) in the profit after taxation for the year and the Group's net assets at the year end.

At 31 December 2025 the Company held investments at fair value through profit or loss with an aggregate fair value of £9,738,000 (2024: £29,351,000). All other things being equal, the effect of a 10% increase or decrease in the prices of the investments held at the year end would have been an increase or decrease of £974,000 (2024: £2,935,000) in the profit after taxation for the year and the Company's net assets at the year end.

Sensitivity of valuation assumptions

The following sensitivity calculations assume that potential changes occur independently of each other and that the number of investments remains unchanged. Of the £1,867,000 investments held at fair value through profit or loss, £743,000 of these amounts are valued on the basis of a post year end transaction.. The remaining £1,124,000 are valued through the use of a discounted cash flow model.

Discount rate - Group investments

For the Group's investments held at fair value through profit or loss, the weighted discount rate used in the Discounted Cash Flow valuation is considered to be a key assumption.

The weighted average discount rate applied to calculate the investments' valuation is 9.8% (2024: 9.2%). An increase or decrease in this rate by 0.5% (2024: 0.5%) would have the following effect on valuation:

	31 December 2025		31 December 2024
Discount rate	+0.5% Change £'000	-0.5% Change £'000	+0.5% Change £'000	-0.5% Change £'000
Valuation	(14)	14	(59)	61
	=======	=======	=======	=======

 

Discount rate - Company investments

For the Company's investments held at fair value through profit or loss amounting to £9,738,000 (2024: £29,351,000), the weighted discount rate used in the Discounted Cash Flow valuation is considered to be a key assumption.

The weighted average discount rate applied to calculate the investments' valuation is 10.62% (2024: 9.41%). An increase or decrease in this rate by 0.5% (2024: 0.5%) would have the following effect on valuation:

	31 December 2025		31 December 2024
Discount rate	+0.5% Change £'000	-0.5% Change £'000	+0.5% Change £'000	-0.5% Change £'000
Valuation	(58)	60	(86)	88
	=======	=======	=======	=======

 

Power price

Long-term power price forecasts are provided by leading market consultants and are updated quarterly. The sensitivity below assumes a 10% (2024: 10%) increase or decrease in power prices relative to the base case for every year of each asset life, in each of the jurisdictions applicable to each investment.

An increase or decrease in the forecast electricity price assumptions by 10% (2024: 10%) would have the following effect on valuation:

	31 December 2025		31 December 2024
Power price	-10.0% Change £'000	+10.0% Change £'000	-10.0% Change £'000	+10.0% Change £'000
Valuation	-	-	(48)	51
	=======	=======	=======	=======

 

Energy yield

The base case assumes a (''P50'') level of output. The P50 output is the estimated annual amount of electricity generation (in MWh) that has a 50% probability of being exceeded both in any single year and over the long term and a 50% probability of being underachieved. Hence the P50 is the expected level of generation over the long term.

A 10% (2024: 10%) higher or lower annual energy yield over the whole life of each project would have the following effect on cash flows:

	31 December 2025		31 December 2024
Energy yield	-10.0% Change £'000	+10.0% Change £'000	-10.0% Change £'000	+10.0% Change £'000
Valuation	(56)	56	(296)	297
	=======	=======	=======	=======

 

(d) Credit risk

Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Group and the Company are exposed to credit risk in respect of the investments valued at amortised cost, interest income receivable and other receivables and cash at bank. The Group and the Company's credit risk exposure is minimised by dealing with financial institutions with investment grade credit ratings.

Continued monitoring of the investments and the counterparties/service providers, including the use of credit rating data providers, allows the Investment Adviser to identify and address these risks early. Where possible, the Consultants (previously the Investment Adviser)seeks to mitigate credit risks by the counterparty having the opportunity to sell electricity to the grid or other customers. The Consultants (previously the Investment Adviser)also seeks to structure investments whereby contracts can be adapted/extended to accommodate periods of payment defaults. Diversification of counterparties and service providers ensures any impact is limited. In addition, a diversified portfolio provides further mitigation.

The table below shows the cash balances of the Group and the Company as well as the credit rating for each counterparty:

		31 December 2025		31 December 2024
	Rating	Group £'000	Company £'000	Group £'000	Company £'000
Goldman Sachs-Liquid Reserves Fund	AAAmmf (Fitch Rating)	-	-	249	249
EFG Bank	A (Fitch Rating)	4,707	1,859	9,000	7,333
Royal Bank of Scotland International	AA- (Fitch Rating)	3,015	-	5,013	38
Bank of New York Mellon	AA (Fitch Rating)	84	-	155	-
		------------	------------	------------	------------
		7,806	1,859	14,417	7,620
		=======	=======	=======	=======

 

The table below shows the amortised cost investment balances of the Group as well as the credit rating for each counterparty:

Group	31 December 2025 £'000	31 December 2024 £'000
A	5,415	4,346
B	14,177	33,865
C	952	8,098
D	6,021	-
	------------	------------
	26,565	46,309
	=======	=======

 

The Group and the Company classified each project using a certain credit risk band. Listed below is the conversion methodology used:

Group		Corresponding S&P rating range
A		AAA to A-
B		BBB+ to BBB-
C		BB to CC
D		Default
		=======

 

Sensitivity analysis of expected credit loss ("ECL") on amortised cost investments

 A sensitivity has been calculated for Stage 3 investments as follows. If loss given default ("LGD") was increased or decreased by 10% (i.e. an investment's LGD moves from 20% to 30% or 10% respectively) then the ECL provision for Stage 3 investments would increase by £986,000 to £7,292,000, or decrease by £1,172,000 to £5,134,000 respectively.

 A sensitivity has been calculated for Stage 1 investments as follows. If Probability of Default ("PD") was increased or decreased by 2% (i.e. an investment's PD moves from 3% to 5% or 1% respectively) then the ECL provision for Stage 1 investments would increase by £172,000 to £290,000, or decrease by £109,000 to £9,000.

 (e) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Consultants and the board will henceforth continuously monitor forecast and actual cash flows from operating, financing and investing activities to consider payment of dividends or further investing activities. The function was formerly performed by the Investment Adviser and AIFM.

The financial liabilities by maturity of the Group at the year end are shown below:

Liabilities	31 December 2025 Less than 1 year £'000	31 December 2024 less than 1 year £'000
Payables	749	1,137
Derivative financial instruments	-	24
	------------	------------
	749	1,161
	=======	=======

 

The financial liabilities by maturity of the Company at the year end are shown below:

Liabilities	31 December 2025 Less than 1 year £'000	31 December 2024 less than 1 year £'000
Payables	11,484	3,411
	=======	=======

 

As at 31 December 2025, the Group had total commitments of nil (2024: £0.04 million) to its investments which are unfunded.

Capital management

The Company considers its capital to comprise ordinary share capital, distributable reserves and retained earnings. The Company is not subject to any externally imposed capital requirements.

The Company's capital management objectives are to effect an orderly realisation of its assets and return capital to Shareholders in a manner that seeks to achieve the best balance for Shareholders, between maximising value and making timely returns.

18. Transactions with the Investment Adviser

Aquila Capital Investmentgesellchaft were appointed as the Investment Adviser to the Company and full details of the Investment Advisory Agreement are given in the Directors' Report. Under the Investment Advisory Agreement, fees are payable to the Investment Advisor calculated at 0.95% per annum of committed capital (being the sum of funds invested and committed for investment in Energy Efficiency Investments) up to £500 million, and 0.75% per annum of committed capital above that amount.

Investment advisory fees payable in respect of the year ended 31 December 2025 amounted to £454,000 (2024: £647,000), of which £231,000 (2024: £319,000) was outstanding at the year end.

19. Related party transactions

Directors

Details of the remuneration payable to Directors and details of Director's shareholdings are given in the Annual Report.

Subsidiary and wholly owned entity

The following table includes details of the subsidiary and other wholly owned entity of the Company. Transactions with these entities have been carried out at arm's length. The Company has prepared consolidated accounts, which incorporate these two entities.

Entity name and registered address	Effective ownership	Investment	Country of incorporation
Attika Holdings Limited, Leaf B, 20th Floor, Tower 42, Old Broad Street, London, England, EC2N 1HQ	100%	HoldCo Subsidiary entity, which owns underlying investments	United Kingdom
SPV Project 2013 S.r.l., Via Vittorio Betteloni, 2 20131, Milan, Italy	100% of the notes of one compartment	Special purpose entity which owns underlying investments.	Italy

 

Transactions with the subsidiary

At 31 December 2025, the Company had a shareholder loan receivable from its subsidiary, Attika Holdings Limited ("AHL"), amounting to £27,514,000 (2024: £27,292,000) Under the terms of the loan agreement, the initial interest rate is 7.9%, which is then adjusted every fourth quarter of the financial year in order for AHL to earn a gross margin of at least 50 basis points from its financing activities. The loan is repayable in full on 31 December 2046.

At 31 December 2025, the Company had an intercompany balance payable to AHL amounting to £10,859,000 (2024: £2,443,000). The intercompany balance is interest-free and repayable on demand.

20. Events after the accounting date that have not been reflected in the financial statements for the year

Since the accounting date, the Group has received £1,560,000 from the realisation of investments.

On 10 April 2026 the Investment Advisory agreement between Aquila Capital Investmentgesellschaft MBH, Fundrock Management (Guernsey) Limited and the Company was terminated, the AIFM agreement between Fundrock Management (Guernsey) Limited and the Company was terminated and the Company entered into a Consultancy Agreement with Alex Betts and Truenorth Value Partners GMBH. On the same day the Company became a self-managed alternative investment fund and on 17 April 2026, changed its name to Parvus Energy Efficiency Trust plc.

 

 

ALTERNATIVE PERFORMANCE MEASURES ("APMs")

 

The financial measures below are classified as APMs as defined by the European Securities and Markets Authority. Under this definition, APMs include a financial measure of historical performance or financial position, other than a financial measure defined or specified in the applicable financial reporting framework. These measures are commonly used by investment companies to assess values, investment performance and operating costs. Numerical calculations are given where appropriate. There have been no changes to these APM's from the prior year.

Net Asset Value ("NAV") per Ordinary Share		31 December 2025	31 December 2024
Consolidated NAV (£'000)	a	35,874	69,667
Closing balance of Shares in issue	b	81,438,268	81,438,268
		------------	------------
NAV per share	a/b	44.05p	85.55p
		=======	=======

 

Discount/premium

The amount by which the share price of an investment trust is lower (discount) or higher (premium) than the NAV per share. The discount or premium is expressed as a percentage of the NAV per share. If the shares are trading at a discount, investors would be paying less than the value attributable to the shares as calculated in accordance with generally accepted accounting practice. The discount or premium is expressed as a percentage of the NAV per share. The discount at the year end was as follows:

		As at 31 December 2025	As at 31 December 2024
NAV per share	a	44.05p	85.55p
Share price	b	25.00p	52.00p
		------------	------------
Discount	(b/a)-1	(43.2%)	(39.2%)
		=======	=======

 

Ongoing Charges Ratio ("OCR")

The OCR is calculated in accordance with The Association of Investment Companies' recommended methodology and represents the annualised management fee and all other annualised recurring operating expenses excluding any finance costs and transaction costs, expressed as a percentage of the average net asset values during the year.

		Year ended 31 December 2025	Year ended 31 December 2024
Annualised expenses (£'000)	a	2,412	3,021
Average NAV (£'000)	b	48,793	80,459
		------------	------------
OCR	a/b	4.9%	3.8%
		=======	=======

 

Total Return

Total return is the combined effect of any dividends paid, together with the rise or fall in the NAV per share or share price. Total return statistics enable the investor to make performance comparisons between investment companies with different dividend policies.

Total return is calculated as follows:

		Year ended 31 December 2025		Year ended 31 December 2024
		NAV per share	Share price	NAV per share	Share price
Opening at 1 January	a	85.55p	52.00p	94.28p	57.25p
Dividends paid in the year	b	40.837p	40.837p	6.139p	6.139p
Closing at 31 December	c	44.05p	25.00p	85.55p	52.00p
		------------	------------	------------	------------
Total (loss)/return	[(b+c)/a]-1	(0.8%)	26.6%	(2.7%)	1.6%
		=======	=======	=======	=======

 

FINANCIAL INFORMATION

 

Year ended 31 December 2025

The figures and financial information for the year ended 2025 do not constitute the statutory financial statements for that year. Those financial statements have not yet been delivered to Companies House and include the auditors' report which, whilst unmodified, contains reference to the material uncertainty disclosed in note 2 above. The auditors' report does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.

 

Year ended 31 December 2024

The figures and financial information for the year ended 2024 do not constitute the statutory financial statements for that year. Those financial statements have been delivered to Companies House and include the auditors' report which, whilst unmodified, contains reference to material uncertainty. The auditors' report does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.

 

 

ANNUAL REPORT

The Annual Report for the year ended 31 December 2025 was approved on 23 April 2026. It will shortly be made available on the Company's website at: https://www.parvus-energy-efficiency-trust.com/ and via the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Company's AGM will be held at 10:00 a.m. on 3 June 2026 at the offices of Apex Group located at 4th Floor,140 Aldersgate Street, London EC1A 4HY.

 

This announcement contains regulated information under the Disclosure Guidance and Transparency Rules of the FCA.

 

24 April 2026

 

For further information contact:

Company Secretary and registered office:

Apex Listed Companies Services (UK) Limited

4th Floor, 140 Aldersgate Street, London, EC1A 4HY

 

 

END