PARVUS ENERGY EFFICIENCY
TRUST PLC
(Formerly Aquila Energy Efficiency Trust PLC )
ANNUAL REPORT AND ACCOUNTS
FOR YEAR ENDED 31 DECEMBER 2025
Parvus Energy Efficiency Trust PLC(Formerly Aquila Energy Efficiency Trust PLC)Annual Report and Accounts for the year ended 31 December 2025
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Contents
Your Company at a Glance 1
Highlights 1
Strategic Report
Chair’s Statement 2
Investment Report 4
Environmental, Social and Governance 9
Investment Policy 11
Key Performance Indicators 12
Risk Management 13
Section 172 Report 19
Other information 21
Governance
Directors’ Report 23
Corporate Governance Statement 27
Directors’ Remuneration Report 32
Report of the Audit and Risk Committee 36
Statement of Directors’ Responsibilities 39
Financial Statements
Independent Auditors’ Report 40
Consolidated Statement of Comprehensive Income 46
Company Statement of Comprehensive Income 47
Consolidated Statement of Financial Position 48
Company Statement of Financial Position 49
Consolidated Statement of Changes in Equity 50
Company Statement of Changes in Equity 51
Consolidated Statement of Cash Flows 52
Company Statement of Cash Flows 53
Notes to the Financial Statements 54
Other Information (Unaudited)
Alternative Performance Measures 75
Glossary 76
Company Information 78
For more information please visit our website
www.parvus-energy-efficiency-trust.com
INVESTING WITH IMPACT
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 Share
1
(pence)
44.05 85.55
Ordinary Share price (pence)
25.00 52.00
Ordinary Share price discount to NAV
1
(%)
(43.2) (39.2)
Dividend declared in respect of the year
2
(pence)
40.837 6.139
Net assets (£ million)
35.87 69.67
Ongoing charges
1
(%)
4.9 3.8
For the year ended
31 December 2025
% change
For the year ended
31 December 2024
% change
Performance summary
NAV total return per Ordinary Share
1
(0.8) (2.7)
Share price total return per Ordinary Share
1
26.6 1.6
1
Alternative Performance Measures (“APMs”), as defined by the European and Markets Authority. Definitions of APMs, and other terms used in
the report, are given on page 75 together with supporting calculations where appropriate.
2
Dividend declared and paid in respect of the financial year.
1
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
CHAIR’S STATEMENT
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 on page 4 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.
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.
2
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
CHAIR’S STATEMENT CONTINUED
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. Further details on this can
be found on page 24. 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
3
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
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 25
1
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
1
Investments with a value of zero as at 31 December 2025 are excluded.
4
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
• 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 31December
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 judgements 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
INVESTMENT REPORT CONTINUED
5
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
INVESTMENT REPORT CONTINUED
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 remote
2
. 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.
2
The fully impaired investment is not included in the number of investments.
6
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
INVESTMENT REPORT CONTINUED
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.
7
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
INVESTMENT REPORT CONTINUED
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
Notes: The term is the original maturity of the investment.
8
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
ENVIRONMENTAL, SOCIAL
GOVERNANCE (“ESG”)
Introduction
The Company’s goal is to generate attractive returns for
investors by reducing Primary Energy Consumption (“PEC”).
The Company seeks to achieve this through investing
principally in a diversified portfolio of energy efficiency
projects with high-quality counterparties. The Company’s
investments positively impact the environment by reducing
the amount of carbon dioxide produced, by decreasing
PEC and by increasing the amount of renewable energy
used. The synergies
3
generated by the reduction of PEC
and simultaneously using renewable energy sources further
decrease CO2 emissions.
This is reflected across the investment philosophy and
approach of both the Company and its Investment Adviser
until 10 April 2026, Aquila Capital, who are dedicated to the
green energy transition. The Company is committed to being
a responsible investor, ensuring that environmental, social
and governance criteria are incorporated into day-to-day
investment decisions as well as generating a positive impact
for society. By reducing PEC, the Company often improves
life standards for end users; for example, better lights, easier
maintenance, reduced danger, security of supply and, very
importantly, the reduction of emissions like Nitrogen Oxides.
In 2025, the portfolio performed as follows:
• 4,284 tonnes of avoided CO2 emissions (“tCO2e”); and
• 16,108 MWh of energy saved;
• for total emission savings equivalent to 1,874 passenger
flights around the world
4
.
Method of Calculation for Energy Savings (kWh)
and Avoided CO2 Emissions (tCO2e)
The energy savings (in kWh) and avoided CO2 emissions
(in tCO2e) are reported to Aquila Capital by third parties,
including the development companies, ESCOs and other
third parties. These reports are supported by asset-level
documentation of individual methodologies. Aquila Capital
has reviewed the individual methodologies for technical
consistency and reconciled the reported values for plausibility.
Where quantification of likely energy savings and avoided
CO2 emissions is not clear, for example, with the Superbonus
projects in Italy and the water metering and heat pump
projects in Germany, no estimations are included in the
avoided CO2 emissions and energy savings statistics above.
Only energy savings and avoided CO2 emissions for
operational projects are considered on a pro-rata basis for
the time of operation during the reporting period. Avoided
CO2 emissions are estimated in gross terms and derived
from energy savings in kWh using a conversion factor (except
CHP, see below) which measures the grid’s emission intensity.
Emissions incurred during the life cycle of light bulbs such as
materials sourcing, manufacturing, installation, maintenance
etc. are not available. The reported metrics are estimations
based on assumptions. For technical reasons, it is not possible
or feasible to observe or measure actual energy or emission
avoidance in real-time.
• LED/Lighting: Savings estimates are derived based on
technical, product-specific attributes provided by the
product manufacturer. Lighting assets are typically
not connected to a distinct circuit. These solutions are
designed according to the requirements of a given
functional unit, i.e. office, street or space, which varies on
asset level. Changes in the number of light bulbs or lumen
are not considered.
• Solar PV: Electricity production is translated into
emissions avoidance with a conversion factor (see above).
Production estimates for Solar PV assets are evaluated
during technical due diligence processes.
• CHP: Avoided CO2 emissions are calculated directly by
comparing the asset’s emissions based on the feedstock
used for a specific plant with a reference co-generation
unit’s emission factor.
ESG Approach
The Company adopted Aquila Capital’s ESG Integration
Policy
5
, ensuring that environmental, social and governance
criteria have been incorporated into day-to-day investment
decisions as well as generating a positive contribution for
society. The Company’s investment approach is focused on
investments in energy efficiency projects located primarily
in Europe. These investments are predominantly into proven
technologies that deliver energy savings for commercial,
industrial and public sector buildings. Prior to the adoption
of the revised Investment Policy (as adopted at the June 2023
AGM), the Company sought to invest in projects for the long
term with a focus on optimising and improving the assets’ PEC
(and, of course, the Company’s investments continue to meet
this initial objective). Technologies include:
• LED Lighting Systems;
• Solar PV; and
• HVAC/Buildings.
Environmental Contribution
The Company’s investments are focused on reducing PEC,
which should lead to significant reductions in greenhouse
gas emissions. In addition, local production of energy (CHP,
biomass boilers, Solar PV) reduces transportation energy
losses and grid over-utilisation. Smart meters and other control
technologies enable a better visibility and management of
energy and therefore represent a basis for energy savings.
Social Contribution
Energy efficiency measures not only reduce PEC, but typically
also have a positive impact on health and quality of life for
different stakeholders, such as employees and users of public
facilities. This is largely achieved through the installation of
advanced solutions for lighting, heating, cooling, ventilation
3
International Renewable Energy Agency (Irena), “Synergies between renewable energy and energy efficiency” (2017), available at: https://www.irena.
org/publications/2017/Aug/Synergies-between-enewable-energy-and-energy-efficiency#:~:text=Renewables%20would%20account%20for%20
about,country%2C%20sector%20and%20technology%20levels
4
Passenger flights around the world: This number is derived from passenger flight emissions data retrieved on 4 April 2023 from the International Civil
Aviation Organization; https://applications.icao.int/icec/Home/Index. The total emissions associated with a passenger flight around the world based on
a standard itinerary from New York to Dubai, Bangkok, Sydney, Los Angeles and back to New York in the economy class is 2,285.80 kg CO2.
5
For details please refer to: https://www.aquila-capital.de/fileadmin/user_upload/ESG_report/Aquila_Group_ESG_Integration_Policy.pdf
9
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
ENVIRONMENTAL, SOCIAL
GOVERNANCE (“ESG”) CONTINUED
and the associated control units. All project developers are
required to adhere to local, regional and national health and
safety laws, to train and educate employees accordingly, to
make sure casualties and injuries are avoided. Aquila Capital’s
ESG Integration Policy, as adopted by the Company, has
sought to exclude suppliers and manufacturers that do not
meet Aquila Capital’s criteria (exclusion of certain sectors/
subsectors, or companies that, for example, use unfavourable
labour conditions). For all counterparties, a rating has been
performed (in collaboration with a third-party rating agency)
assessing the creditworthiness of the relevant counterparty
as well as a “Know Your Client” check for the relevant parties
involved to increase transparency of the counterparties’
activities.
Governmental Contribution
The Company’s business partners are required to adhere
to the requirements of the relevant social security and tax
authorities. The Company’s business partners are required
to provide evidence that they adhere to anti-bribery and
corruption laws.
Due Diligence
Aquila Capital performed detailed ESG due diligence for each
asset prior to investment. The investment management team
followed a structured screening, due diligence and investment
process designed to ensure that investments are reviewed and
compared on a consistent basis. Execution of this process is
facilitated by the team’s deep experience in energy efficiency
project investing. As part of this process, the Investment
Adviser, as relevant for each investment, considered:
• total PEC reduction, and implied CO2 emissions reduced
and/or avoided; and/or
• total energy production from renewable and non-
renewable sources.
Governance Framework
Until the termination of the Investment Advisory Agreement
and the AIFM Agreement on 10 April 2026, the independent
Board of Directors supervised the AIFM which was responsible
for making any recommendations in relation to the Company’s
investments. With the termination of these arrangements
after the year end with the decision to move to self-managed
status, the Consultants will provide investment advice and
investment management services to the Company pursuant to
the Consultancy Agreement and under the supervision of the
Board of Directors. The Company will continue to maintain a
comprehensive risk register which will be regularly reviewed
and updated by the Board and the Consultants.
Monitoring of ESG
The Company’s commitment to and compliance with the
Company’s established ESG approach is monitored on a
continuous basis throughout the lifecycle of investments, as
they become operational. This includes:
• ongoing monitoring of the PEC based on the energy
consumption and deriving from that the CO2 savings,
where appropriate, monitoring additional environment
and ESG relevant developments both at the portfolio and
asset level; and
• annual reporting, including ESG aspects, to relevant
stakeholders including ad-hoc reporting of any material
and urgent issues identified in the monitoring process.
The Company has been awarded the Green Economy Mark
from the London Stock Exchange. The Green Economy Mark
identifies London-listed companies and funds that generate
between 50% and 100% of total annual revenues from
products and services that contribute to the global green
economy.
10
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
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.
11
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
KEY PERFORMANCE INDICATORS
The Board measures the Company’s success in achieving its
investment objective by reference to the key performance
indicators (“KPIs”) described below:
Efficient Return of Capital
In line with the Managed Run-Off status of the Company,
the Board is focused on the efficient return of capital to
Shareholders.
Following realisations, namely the Bio-LNG investment in
Germany and two whole and most of a third Superbonus
investments in Italy, on 29 April 2025, the Company declared a
special interim dividend of 36.837 pence per Ordinary Share,
amounting to £30 million in aggregate, which was paid to
Shareholders on 30 May 2025.
In addition to the special interim dividend, the Company
paid an interim dividend of 4.00 pence per Ordinary Share,
amounting to £3.3 million to Shareholders on 24 October
2025. As and when sufficient cash has been accumulated, the
Board’s intention is for there to be further distributions of cash
to Shareholders.
Discount of share price to NAV
The Board monitors the price of the Company’s shares in
relation to their NAV and the premium or discount at which
they trade. The share price closed at a 43.2% discount to the
NAV as at 31 December 2025. As at 20 April 2026, the latest
date prior to the publication of the Annual Report, the share
price discount to NAV was 47.8%.
Maintenance of a reasonable level of ongoing
charges
The expenses of managing the Group are carefully monitored
by the Board. The Board receives and reviews management
accounts which contain an analysis of expenditure at quarterly
Board meetings. The Board reviews the ongoing charges on
a quarterly basis. Based on the Group’s average net assets
during the year ended 31 December 2025, the Group’s
ongoing charges figure calculated in accordance with the
AIC methodology was 4.9% (31 December 2024: 3.8%). The
increase was due to a reduction in net assets following the
distributions to Shareholders rather than an increase in costs.
The Board is actively focused on reducing the ongoing costs
of the Group and has already reduced some ongoing costs
although further work is underway.
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.
12
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
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.
RISK MANAGEMENT
13
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
RISK MANAGEMENT CONTINUED
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.
14
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
RISK MANAGEMENT CONTINUED
Principal Risks Potential Impact/Description Mitigation
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.
Economic and Markets
15
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
RISK MANAGEMENT CONTINUED
Principal Risks Potential Impact/Description Mitigation
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.
16
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
RISK MANAGEMENT CONTINUED
Principal Risks Potential Impact/Description Mitigation
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
judgemental.
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 judgements.
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.
Financial
17
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
RISK MANAGEMENT CONTINUED
Emerging Risks
Principal Risks Potential Impact/Description Mitigation
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.
18
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
SECTION 172 REPORT
In accordance with section 172 of the Companies Act 2006 (the
“Act”), the Board has a duty to promote the long-term success
of the Company for the benefit of its Shareholders as a whole
and, in doing so, the Board is required to consider the likely
consequences of its actions over the long-term and on other
stakeholders and the environment.
The Directors are required to describe how they have had
regard to matters set out in section 172 of the Act.
Employees and stakeholders
As a self-managed investment company, the Company does
not have any employees. The Company’s stakeholders are now
the Board, Shareholders, Investments, ESCOs, Consultants,
Administrator, Company Secretary, Broker, Legal Adviser
and its Registrar. The Board believes the best interests of the
Company are aligned with its stakeholders as all parties aim to
ultimately benefit from achieving the Company’s investment
objectives in compliance with regulatory, legal, ethical and
commercial standards.
Company’s Operating Model
The Company was listed on the main market of the London
Stock Exchange on 2 June 2021. The Company can hold
investments directly or through subsidiaries.
Engagement with Key Service Providers
Following the move to self-managed status and the
appointment of the Consultants, the Board has identified that
its key service providers are now the Company’s Consultants,
Administrator, Company Secretary, Brokers, Legal Adviser and
Registrars.
In order to ensure strong working relationships, the Company’s
key service providers are invited to attend the regular Board
meetings to present their respective reports. The Board seeks
to maintain constructive relationships with the Company’s key
service providers on behalf of the Company through regular
communications, meetings and the provision of relevant
information. This enables the Board to exercise effective
oversight of the Company’s activities.
On at least an annual basis, the Board has committed to
undertake a thorough evaluation of each of its service
providers during which it considers their performance against
the terms of their engagement, including each service
provider’s fees to ensure that each remains competitive
within the market. Additionally, on an annual basis the Board
reviews the internal reports produced on behalf of those
service providers that are key to the Company’s day-to-day
administration (the Consultants, Administrator and Registrar)
to ensure that there have been no failings in their systems or
procedures considered relevant to the Company’s operations.
The Consultants are now the most significant service provider
to the Company and a description of their role can be found
on page 24. The Board received regular reports from the
Investment Adviser and in future will receive such regular
reports from the Consultants, discusses the portfolio at
each Board meeting and maintains a constructive dialogue
between meetings. The Investment Adviser’s remuneration
was charged only on committed capital (being the sum of
funds actually invested, and funds committed for investment
in Energy Efficiency Investments). Following termination of the
Investment Adviser, the Consultants will receive a base fee,
from which they will pay for any support they need to carry out
their duties, and a performance fee based on realisations of
assets. This is described further on page 24.
Engagement with Shareholders
Shareholders’ views are considered by the Board at their
quarterly meetings and assist in the Board’s decision-making
process.
The Board and the Company’s Broker engage constructively
with major Shareholders and the Board has meetings with
them as and when requested.
In addition, and in order to help the Board in its aim to act fairly
between the Company’s members, the Board seeks to ensure
effective communication is provided to all Shareholders. The
Board encourages Shareholders to attend the Annual General
Meeting on 3 June 2026 at which the Board, the Consultants
and Broker will be available to meet Shareholders in person
and to answer questions. The Annual Report has been issued
to Shareholders and will be available to view on the Company’s
website parvus-energy-efficiency-trust.com along with the
Company’s press releases.
Board Decisions
Realisation of assets
Since the approval by Shareholders of the Managed Run-Off
in 2023, the Board has continued to seek opportunities to
realise capital through the sale of assets. Where the Board has
been presented an opportunity to realise an investment prior
to its designated term it has considered each opportunity
against various criteria but particularly whether the disposal
represented fair value and was in Shareholders’ interests,
taking into account the revised Investment Policy.
Decisions made during the year
• On 28 February 2025, the Company announced that it had
entered into agreements to realise its Bio-LNG investment
in Germany and the majority of its Italian Superbonus
investments for a combined gross consideration of
€31.84 million. The Board proposed making a significant
distribution to Shareholders following receipt of these
realisations.
• On 29 April 2025, the Company declared a special interim
dividend of 36.837 pence per Ordinary Share amounting
to £30 million, which was paid to Shareholders on 30 May
2025.
• On 23 September 2025, the Company declared an interim
dividend of 4.00 pence per Ordinary Share amounting
to £3.3 million, which was paid to Shareholders on
24 October 2025.
• On 17 December 2025, the Company announced that it
had made an application to the London Stock Exchange to
remove the Euro quote of the Company’s Ordinary shares
given its low liquidity.
19
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
SECTION 172 REPORT CONTINUED
Decisions Following Year-End
• Changes to Management Arrangements: The Company
is a self-managed investment Company, in Managed Run-
Off, with its activities focused on overseeing the existing
portfolio and fulfilling its obligations to Shareholders. In
light of the Company’s reduced operational requirements,
the Board reviewed the Company’s management
arrangements to ensure they remained appropriate
and proportionate. As a result, the Company has been
registered with the FCA as a small registered UK AIFM and
acts as its own AIFM, while outsourcing certain functions
to third party service providers. Following this change, the
appointment of the previous AIFM and Investment Adviser
was terminated.
• The Company appointed Alex Betts and Franco Hauri (via
his personal services company Truenorth Value Partners
GmbH) to provide services to the Company during the
Managed Run-Off, pursuant to a Consultancy Agreement
under which they will receive a base fee of £550,000 per
annum until the earlier to occur of (i) the number of assets
is 5 or less or (ii) the aggregate NAV of the remaining
assets is £5 million or less whereupon the base fee
will be reduced to £300,000 per annum. In addition a
performance fee will be payable to the Consultants upon
each disposal during the performance fee period as set
out below.
i. 2 per cent of the value realised where such value
exceeds 90 per cent of the Asset NAV;
ii. 1.75 per cent of the value realised where such value
is between 80 per cent and 90 per cent of the Asset
NAV; and
iii. 1 per cent of the value realised where such value is
less than 80 per cent of the Asset NAV.
No performance fee payments will be released until a
further £15 million of value has been realised through
disposals of assets. In addition, while 50% of any
performance fee in respect of an asset will be paid shortly
after disposal, subject to the value received meeting
a hurdle, the balance will be retained by the Company
until the Company no longer has any remaining assets or
payments due to be received on any assets.
• Change of Broker: On 2 February 2026, the Company
appointed Canaccord Genuity Limited to act as the
Company’s sole Corporate Broker. The Board considered
this appointment to be in the interest of Shareholders.
• 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. The Board expects this change to
reduce the operating costs as the Company continues the
Managed Run-Off of its portfolio.
20
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
OTHER INFORMATION
Task Force for Climate-Related Financial
Disclosures (“TCFD”)
The Company notes the TCFD recommendations on climate
related financial disclosures. As stated above, the Company
is an investment trust with no employees, internal operations
or property and, as such, is exempt from TCFD disclosure
requirements.
Anti-bribery, corruption and tax evasion
It is the Company’s policy to conduct all of its business
in an honest and ethical manner. The Company takes a
zero-tolerance approach to bribery and corruption and is
committed to acting professionally, fairly and with integrity in
all its business dealings and relationships wherever it operates.
The Company does not tolerate the criminal facilitation of
tax evasion. The Company’s AIFM, Investment Adviser and
Consultants, Company Secretary and Administrator have
confirmed that anti-bribery policies and procedures are in
place and that they do not tolerate bribery. The Company’s
policy and the procedures that implement it are designed to
support that commitment.
Conflicts of Interest
As required by law, a Director must avoid a situation where
he or she has an interest that conflicts with the Company’s
interests. The Company’s Articles of Association provide the
Directors with the authority to authorise potential conflicts of
interest. The Directors are able to impose limits or conditions
when giving authorisation if they think this is appropriate. The
procedure observed by the Board in considering dealing with
conflicted matters is as follows:
• any Board member so conflicted must recuse themself
from the discussion involving the relevant conflict;
• only Directors who have no interest in the matter being
considered are able to debate the matter and take the
relevant decision; and
• in taking the decision, the Directors must act in a way they
consider, in good faith, will be most likely to promote the
Company’s success.
The Directors have declared any potential conflicts of interest
to the Company. These are entered into the Company’s
register of potential conflicts, which is reviewed regularly by
the Board. The Directors are obliged to advise the Company
Secretary as soon as they become aware of any potential
conflicts of interest.
The Company had established procedures to deal with any
potential conflicts of interest in circumstances where Aquila
Capital was advising both the AIFM (for the Company) and
other Aquila Capital managed funds that are counterparties
to the Company. These procedures were set out in the
2024 annual report. The Company has discussed with the
Consultants potential conflicts of interest and is comfortable
with the current position. The Company has established similar
procedures with the Consultants for any conflicts of interest
going forward which may, on a case-by-case basis, include:
• identifying whether potential conflicts of interest exist
on individual transactions and the nature of the potential
conflicts of interest;
• establishing that an individual transaction has been
negotiated on arm’s length commercial terms;
• if necessary, a fairness opinion on the value of the
Energy Efficiency Investments to be obtained from an
independent expert;
• a due diligence and reporting package from relevant
professional advisers on which the Company (or other
applicable vehicles) can place reliance;
• the Board operating its own risk management system and
internal control system as well as monitoring approved
systems operated by the Consultants; and
• any conflict of interest arising in the course of the
transaction being resolved in accordance with procedures
agreed between the Consultants and the Board.
Employees
The Company has no employees. As at 31 December 2025, the
Company had four Directors, of whom two were female and
two were male. The Board’s policy on diversity is contained in
the Corporate Governance Statement (see page 29).
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
31December 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.
21
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Other InformationFinancialsStrategic Report Governance
OTHER INFORMATION CONTINUED
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.
Outlook
The outlook for the Company, including the future
development and performance of the Company, is discussed
in the Chair’s Statement on page 2 and the Investment Report
on page 4.
Strategic Report
The Strategic Report set out on pages 2 to 22 of this Annual
Report was approved by the Board of Directors on 23 April
2026.
For and on behalf of the Board
Miriam Greenwood OBE DL
Chair of the Board
23 April 2026
22
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
DIRECTORS’ REPORT
The Directors present the audited consolidated financial
statements for the year ended 31 December 2025.
Corporate Governance
The Corporate Governance Statement on pages 27 to 31 forms
part of this report.
Introduction and Status
The Company is incorporated in England and Wales as a Public
Limited Company and is domiciled in the United Kingdom.
It is an investment company as defined in section 833 of the
Companies Act 2006 and has a premium listing on the London
Stock Exchange.
The Company received approval as an investment trust from
HMRC. The Company must meet eligibility conditions and
ongoing requirements in order for investment trust status to
be maintained. In the opinion of the Directors, the Company
has met the conditions and requirements for approval as an
investment trust for the year ended 31 December 2025, and
the Directors, under advice, expect the affairs of the Company
to continue to satisfy the conditions of an investment trust. The
Company seeks to continue to operate as an investment trust
in accordance with section 1158 and 1159 of the Corporation
Tax Act 2010 (as amended by section 42(2) of the Finance Act
2011).
Greenhouse Gas Emissions (“GHG”) and
Streamlined Energy and Carbon Reporting
(“SECR”)
As the Company has outsourced operations to third parties,
there are no significant GHG emissions to report in relation
to the operation of the Company. The Company qualifies as
a low energy user and is therefore not required to produce
an energy and carbon report under the SECR framework.
In relation to the Company’s investments, the level of GHG
emissions arising from a low volume of electricity imports and
from operation and maintenance activity is not considered
material for disclosure purposes.
Retail distribution of Investment Company
shares via financial advisers and other third-
party promoters
As a result of the Financial Conduct Authority (“FCA”) rules
determining which investment products can be promoted
to retail investors, certain investment products are classified
as ‘non-mainstream pooled investment products’ and face
restrictions on their promotion to retail investors.
The Company has concluded that the distribution of its shares,
being shares in an investment trust, is not restricted as a result
of the FCA rules described above.
The Company currently conducts its affairs and intends to do
so for the foreseeable future so that the exclusion continues to
apply. The Company’s ordinary shares are eligible for inclusion
in a stocks and shares ISA.
New Management arrangement
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.
Alternative Investment Fund Manager (“AIFM”)
During the year ended 31 December 2025, the Company
was classified as an Alternative Investment Fund under The
Alternative Investment Fund Managers’ Directive (“AIFMD”)
and was therefore required to have an AIFM. FundRock
Management Company (Guernsey) Limited was the AIFM of
the Company.
The AIFM was responsible for the portfolio management of the
Company’s assets, including the following services:
• monitoring the Energy Efficiency Investments in
accordance with the Investment Policy;
• evaluating investment opportunities identified
by the Investment Adviser and making relevant
recommendations to the Board; and
• acting upon instructions from the Board with regard to the
execution of transactions on behalf of the Company.
Under the terms of the AIFM Agreement, the AIFM was
required to provide risk management services to the
Company, including:
• assisting the Board with the establishment of a risk
reporting framework; monitoring the Company’s
compliance with its Investment Policy and the Investment
Restrictions in accordance with the AIFM risk management
policies and procedures and providing regular updates to
the Board; and
• carrying out a risk analysis of the Company’s exposures,
leverage, counterparty and concentration risk; and
analysing market risk and liquidity risk. The AIFM was
required to record details of executed transactions, carry
out reporting obligations to the FCA and prepare investor
reports. In addition, the AIFM was required to assist the
Board in establishing, maintaining and reviewing valuation
policies for the purpose of calculating the NAV.
On 10 April 2026 the AIFM Agreement was terminated, and
the Company became self-managed. For the year ended
31December 2025 the AIFM was paid £109,000 in accordance
with the AIFM agreement. The AIFM received 3 months’ fees in
lieu of its 6 month contractual notice period, for termination of
the AIFM agreement.
Investment Adviser
During the year ended 31 December 2025 and up to
10 April 2026, the AIFM had appointed Aquila Capital
Investmentgesellschaft mbh as the Investment Adviser to
provide investment advisory services to the AIFM in respect of
the Company pursuant to the Investment Advisory Agreement.
The Investment Adviser was responsible for certain investment
advisory services to the Company, including sourcing potential
opportunities in which the Company may invest, as well as on-
going monitoring of the Energy Efficiency Investments.
23
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
The Company benefited from the advisory services provided
to the AIFM by the Investment Adviser in respect of the
Company and its Energy Efficiency Investments.
The Investment Advisory Agreement was able to continue
in force for an initial period of four years from the date of
Admission and then was terminable on 12 months' notice,
albeit the Investment Advisory Agreement was terminated by
agreement on 10 April 2026.
The AIFM had also agreed to indemnify the Investment
Adviser for losses that the Investment Adviser may incur in
the performance of its duties pursuant to the Investment
Advisory Agreement that are not attributable to the fraud,
gross negligence or wilful default of, the Investment Adviser
determined by a court of competent jurisdiction.
Under the Investment Advisory Agreement, entered into at the
time of IPO, the following fee was payable to the Investment
Adviser:
(i) 0.95% per annum of NAV (plus VAT) of the Company up to
and including £500 million; and
(ii) 0.75% per annum NAV (plus VAT) of the Company above
£500 million.
The Investment Adviser was entitled to an advisory fee based
on the Company’s NAV. As announced on 21 April 2022, the
Investment Adviser agreed to amend the Investment Advisory
Agreement such that any advisory fees payable are charged
only on committed capital (being the sum of funds actually
invested and funds committed for investment in Energy
Efficiency Investments), with this amendment to be applied
retrospectively from the time of the Company’s IPO.
The Investment Advisory Agreement was terminated
on 10 April 2026. No additional fees other than those
contractually due were paid upon termination of the
agreement.
Consultants
Following Company’s registration as a small, registered UK
AIF, the Company has appointed Mr Alex Betts and Franco
Hauri (via his personal services company Truenorth Value
Partners GmbH), as the Consultants to provide investment
advisory services under a Consultancy agreement. Pursuant
to this Consultancy Agreement, the Consultants will receive
a base fee of £550,000 per annum until the earlier to occur of
(i) the number of assets is 5 or less or (ii) the aggregate NAV
of the remaining assets is £5 million or less whereupon the
base fee will be reduced to £300,000 per annum. In addition a
performance fee will be payable to the Consultants upon each
disposal during the performance fee period as set out below.
i. 2 per cent of the value realised where such value exceeds
90 per cent of the Asset NAV;
ii. 1.75 per cent of the value realised where such value is
between 80 per cent and 90 per cent of the Asset NAV;
and
iii. 1 per cent of the value realised where such value is less
than 80 per cent of the Asset NAV.
No performance fee payments will be released until a further
£15 million of value has been realised through disposals of
assets. In addition, while 50% of any performance fee in respect
of an asset will be paid shortly after disposal, subject to the
value received meeting a hurdle, the balance will be retained by
the Company until the Company no longer has any remaining
assets or payments due to be received on any assets.
The Consultants will assist the Company in managing its
portfolio, providing regulatory and investment advice and
expertise and supporting Company in fulfilling its obligations
under AIFMD, while the regulatory responsibility remains with
the Company as its own AIFM.
Company Secretary and Administrator
Apex Listed Companies Services (UK) Limited has been
appointed to provide company secretarial and administration
services to the Group. The Company Secretary and
Administrator are part of the Apex group of companies.
Alternative Investment Fund Portfolio
Managers’ Directive
In accordance with the AIFMD and following the change of
status to self-managed, the Company must ensure that an
annual report containing certain information on the Company
is made available to investors for each financial year. The
investment funds sourcebook of the FCA (the “Sourcebook”)
details the requirements of the annual report. All the
information required by those rules are included in this Annual
Report or will be made available on the Company’s website.
The Board resolved to work towards the internalisation of the
Company’s AIFM and investment advisory management and
operational processes in line with the Company’s Managed
Run-Off of its portfolio. The Board considers the internalisation
of management to be an appropriate step, enabling greater
control over costs and operational oversight.
Share Capital
As at 31 December 2025, the Company’s issued share capital
comprised 81,438,268 Ordinary Shares (31 December 2024:
81,438,268).
Voting rights
Each Ordinary Share entitles the holder to one vote. All
Ordinary Shares carry equal voting rights and there are no
restrictions on those voting rights. Voting deadlines are
stated in the Notice of Meeting and Form of Proxy and are in
accordance with the Act.
Restrictions
There are no restrictions on the transfer of Shares, nor
are there any limitations or special rights associated with
regard to control attached to the Ordinary Shares. There are
no agreements between holders regarding their transfer
known to the Company, no restrictions on the distribution of
dividends and the repayment of capital, and no agreements
to which the Company is a party that might affect its control
following a successful takeover bid.
Results and Dividend
Following realisations, namely the Bio-LNG investment in
Germany and two whole and most of a third Superbonus
investments in Italy, on 29 April 2025, the Company declared a
special interim dividend of 36.837 pence per Ordinary Share,
amounting to £30 million which was paid to shareholders on
30 May 2025.
DIRECTORS’ REPORT CONTINUED
24
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
DIRECTORS’ REPORT CONTINUED
DIRECTORS’ REPORT CONTINUED
The Group’s total loss after tax for the year amounted
£0.5 million (2024: £2.0 million). An interim dividend of 4.00p
per Ordinary Share, amounting to £3.3 million was paid on
24 October 2025.
Both above dividends were paid out of capital and charged to
the Special Reserve.
Notifiable Shareholders
As at 31 December 2025, the Directors have been formally
notified of the following interests in the Company’s Ordinary
Shares, comprising 3% or more of the issued share capital of
the Company:
Shareholder Holding
Percentage
held* Date notified
City of Bradford
- West Yorkshire
Pension Fund
5,000,000 5.00 03/06/2021
Marmarkon 4 S.à r.l. 5,847,819 5.85 28/06/2021
Lion Umbrella Fund
I S. A. SICAV-RAIF
12,978,637 12.98 23/02/2022
Schroders PLC 12,087,4 01 14.84 16/05/2024
Stichting Juridisch
Eigendom Privium
Sustainable Impact
Fund
4,795,151 5.89 16/05/2024
Premier Miton
Group plc
3,308,654 4.06 16/05/2024
Morgan Stanley 4,103,651 5.04 11/03/2025
First Equity Limited 3,275,000 4.02 19/11/2025
Brooklands Fund
Management
Limited
9, 697, 5 81 11.91 28/11/2025
Rathbones
Investment
Management Ltd
8,143,131 9.99 8/12/2025
* Percentage held as at the date notified.
On 2 December 2025 Res Privata N.V. notified the Company
that it no longer had a notifiable interest in the Company. Since
year end, the Company has been notified of the following
change to the above shareholdings:
• First Equity Limited notified the Company on 13 January
2026 that it had increased its shareholding to 4,900,000
Ordinary Shares resulting in a holding of 6.02% of the
issued share capital of the Company.
Shareholder Engagement
The Board is mindful of the importance of engaging with
the Company’s Shareholders to gauge their views on topics
affecting the Company. The Chair engaged closely with
its major Shareholders during the year to discuss their
expectations and requirements.
The Company’s Annual General Meeting will be held on 3June
2026 at 10:00am at the offices of Apex Group, 4th Floor,
140 Aldersgate Street, London, EC1A 4HY. Shareholders are
encouraged to attend the Annual General Meeting of the
Company. Proxy voting figures will be made available shortly
after the AGM on the Company’s website.
Appointment of Auditor
The Company’s auditors, PricewaterhouseCoopers LLP
(“PwC”), having expressed their willingness to continue in
office as auditors, will be put forward for appointment at the
Company’s Annual General Meeting and the Board will seek
authority to determine their remuneration for the forthcoming
year.
Going Concern
The Directors have adopted the going concern basis in
preparing the financial statements. The following is a summary
of the Directors’ assessment of the going concern status of the
Group and Company.
The Group and Company continue to meet day-to-day liquidity
needs through their cash resources. The Directors have a
reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for at
least twelve months from the date of this document.
In reaching this conclusion, the Directors have taken into
account the following considerations:
• The Group’s investment commitments which are nil, and
its income and expense flows;
• No new commitments have been entered into since
28 February 2023;
• The £6.8 million cash balance at 31 March 2026 (excluding
£2.5 million held as collateral for FX hedging) following
the receipt of repayments up to that date; and
• The potential income from the remaining investments.
Total expenses for the year were £2.4 million (excluding
impairment losses) (2024: £3.0 million), which represented 4.9%
of average net assets during the year (2024: 3.8%). The Board
will review the ongoing liquidity requirements and cashflow
forecasts of the Company prior to making further distributions
to ensure that sufficient funds are maintained throughout the
Managed Run-Off process. At the date of approval of this
document, based on the aggregate of investments and cash
held, the Group and Company have substantial operating
expenses cover. The Directors are also satisfied that the Group
and Company would continue to remain viable under downside
scenarios.
At the 2023 AGM, Shareholders voted in favour of the
Company’s change of investment policy (the “revised
Investment Policy”). Following the 2023 AGM, and in
accordance with the revised Investment Policy, the Company
entered a continuation and Managed Run-Off of its portfolio
(“Managed Run-Off”), meaning that it is not making any new
investments (save for the 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.
As referred to above, the Company is operating currently
under a Managed Run-Off with the term of some of the
Company’s assets being several years. While the Company
is continuing to explore other strategic options to realise the
assets, there remains no certainty that any of these options will
materialise and be put to Shareholders for consideration.
25
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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, based on
the assessment and considerations above, the Directors have
concluded that the financial statements of the Group and
the Company should be prepared on a going concern basis.
Neither the Group nor the Company’s financial statements
include any potential costs of liquidation, and the financial
statements do not include the other adjustments that would
result if the Group and the Company were unable to continue
as a going concern.
Auditor information
Each of the Directors at the date of the approval of this report
confirms that:
I. so far as the Director is aware, there is no relevant audit
information of which the Company’s auditors are unaware;
and
II. the Director has taken all steps that he/she ought to have
taken as director to make himself/herself aware of any
relevant information and to establish that the Company’s
auditors are aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of Section 418 of the
Companies Act 2006.
Annual General Meeting (“AGM”)
The Company’s AGM will be held on 3 June 2026 at 10.00am
at the offices of Apex Group, 4th Floor, 140 Aldersgate Street,
London, EC1A 4HY. Full details of the AGM, the resolutions
proposed and how to vote by proxy are described in the
Notice of AGM, which can be found on the Company’s website.
Shareholders are welcome at any time to submit questions
they may have to aeetcosec@apexgroup.com.
Resolutions relating to the following items of special business
will be proposed at the forthcoming AGM to be held on 3 June
2026.
Special Resolution 10.
Authority for the Company to purchase its own shares
This resolution replaces the authority given at last year’s
annual general meeting for the Company to make market
purchases of its own Ordinary Shares as permitted by the
Companies Act 2006. The Directors recommend that an
authority to purchase up to a maximum of 12,207,596 Ordinary
Shares, representing 14.99% of Ordinary Shares in issue as at
20 April 2026, being the latest practicable date prior to the
publication of the Notice of Annual General Meeting, (subject
to the condition that not more than 14.99%. of the Ordinary
Shares in issue, excluding Treasury Shares, at the date of the
Annual General Meeting are purchased) be granted. Any
Ordinary Shares purchased will either be cancelled or, if the
Directors so determine, held in treasury. At the date of this
document, the Company did not hold any shares in treasury.
The price per Ordinary Share that the Company may pay is set
at a minimum amount of the nominal value of each Ordinary
Share and a maximum amount of the higher of:
(i) 105% of the average of the previous five business days’
middle market prices as derived from the Daily Official List
of the London Stock Exchange; and
(ii) the higher of the price of the last independent trade of
an Ordinary Share and the highest current independent
bid for an Ordinary Share on the trading venue where the
purchase is carried out. Unless otherwise authorised by
Shareholders, Ordinary Shares will not be issued at less
than NAV and Ordinary Shares held in treasury will not be
sold at less than NAV.
This authority would continue to provide flexibility in the
management of the Company’s capital resources. The
Directors will only exercise this authority if the Directors
believe that such exercise would be likely to achieve the best
balance for Shareholders for making timely returns of capital to
Shareholders.
Special Resolution 11.
Authority to call general meetings (other than annual
general meetings) on 14 clear days’ notice
The minimum notice period for general meetings of the
Company is 21 days unless Shareholders approve a shorter
period for general meetings (other than an annual general
meeting), which cannot be less than 14 clear days. The Board
believes that it is in the best interests of Shareholders to have
the ability to call meetings on 14 clear days’ notice on matters
requiring urgent approval and resolution 11 seeks such
approval.
In accordance with the Companies (Shareholders’ Rights)
Regulation 2009, the Company will offer Shareholders
the ability to vote by electronic means. This facility will be
accessible to all Shareholders, should the Board call a general
meeting at 14 clear days’ notice. Short notice will only be used
by the Board under appropriate circumstances. If given, the
approval would be effective until the Company’s next annual
general meeting.
Outlook
The outlook for the Company, including the future
development and performance of the Company, is discussed
in the Chair’s Statement on page 2 and the Investment Report
on page 4.
By order of the Board
Grace Goudar
For and on behalf of
Apex Listed Companies Services (UK) Limited
Company Secretary
23 April 2026
DIRECTORS’ REPORT CONTINUED
26
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
CORPORATE GOVERNANCE
STATEMENT
Corporate Governance Framework
Responsibility for good governance lies with the Board. The
governance framework of the Company reflects the fact that it
is an investment company with no employees and outsources
investment management and other key functions to external
service providers.
Statement of Compliance and Application of
the AIC Code’s Principles
The Company has a listing on London Stock Exchange and is
required by the UK Listing Rules and the Disclosure Guidance
and Transparency Rules issued by the FCA to report on how
principles of the 2024 UK Corporate Governance Code have
been applied. Being an investment company, a number of the
provisions of the UK Code are not applicable. The Board has
considered the principles and provisions of the Association
of Investment Companies (“AIC”) Code of Corporate
Governance issued in February 2019 (the “AIC Code”). The
AIC Code addresses the principles and provisions set out in
the UK Corporate Governance Code (“UK Code”), as well as
setting out additional provisions on issues that are of specific
relevance to the Company.
The Financial Reporting Council has endorsed the AIC code
and confirmed that, by reporting against the AIC Code, boards
of investment companies are able to meet their obligations
in relation to the UK Code and UK Listing Rule 6.6.6. The
AIC Code is available on the AIC website (www.theaic.co.uk)
and the UK Code can be found on the Financial Reporting
Council’s website (www.frc.org.uk). The AIC Code includes
an explanation of how it adapts the principles and provisions
set out in the UK Code to make them relevant for investment
companies.
Compliance
Throughout the year ended 31 December 2025 the Company
complied with the recommendations of the AIC Code except,
as explained below, where the Company does not believe it
appropriate to comply.
The UK Code includes provisions relating to the role of the
chief executive, executive Directors’ remuneration and the
need for an internal audit function. For reasons set out in
the AIC Code, the Board considers these provisions are
not relevant to the Company as a self-managed investment
company, with no employees. In particular, all of the
Company’s Day to-day management and administrative
functions are outsourced to third parties. As a result, the
Company has no executive Directors, employees or internal
operations. The Company has therefore not reported further in
respect of these provisions.
BOARD LEADERSHIP AND PURPOSE
The Company is an investment company, and its investment
objective and policy are set out on page 11. Any material
change to the investment policy requires Shareholder
approval.
The Company is governed by a Board of Directors, all of
whom are non-executive, and it has no employees. With the
reduction in the size of the Company and the decrease in
the number of assets in the investment portfolio the Board
has decided that the right business model to adopt now is
to move to self-managed status. Following the wish by the
Investment Adviser to exit the relationship with the Company,
the Company has engaged with the two people who have
been directly involved with advising on the investment
portfolio since the IPO to become Consultants for the
Company, replacing the previous Investment Adviser. The
Board now directly monitors adherence by the Consultants
to the Company’s Investment Policy and regularly reviews the
Company’s performance in meeting its investment objective.
All other functions are provided by third parties under the
oversight of the Board.
The Board reviews the performance of the Consultants and its
other key service providers on an ongoing basis.
Experience and Contribution of Directors
As at the date of this report, the Board of Directors consists of
four non-executive Directors, whose biographies are included
below.
Miriam Greenwood OBE DL
Non-Executive Chair*
Appointed on 19 April 2021
With qualifications as a barrister and in corporate finance,
Miriam spent more than 30 years working in senior and board
roles for a number of investment banks in the city.
She is currently chair of ESP Utilities Group Ltd, senior
independent director of Canopius Group Limited, a non-
executive director of Canopius Managing Agents, Encyclis
Holdco Limited and Liontrust Asset Management plc, and
an adviser to the Mayor of London’s Energy Efficiency Fund.
A Deputy Lieutenant of the City of Edinburgh, Miriam was
awarded an OBE for services to corporate finance in 2000.
David Fletcher
Non-Executive Director, Senior
Independent Director*
Appointed on 29 April 2022
David was Group Finance Director of Stonehage Fleming
Family & Partners, a leading independently owned multi-
family office, having joined in 2002. Prior to that, he spent 20
years in investment banking with JPMorgan Chase, Robert
Fleming & Co. and Baring Brothers & Co Limited, latterly
focused on financial services in the UK (asset management and
life insurance). He started his career with Price Waterhouse
and is a chartered accountant. He is also a director and Audit
Committee Chairman at Ecofin US Renewables Infrastructure
Trust plc. David is a graduate of Oxford University.
Nicholas Bliss
Non-Executive Director*
Appointed on 9 April 2021
Nicholas established and led the global infrastructure and
transport sector group at the international law firm Freshfields
Bruckhaus Deringer LLP where he was a partner for over
20 years and also served on the Partnership Council, the
supervisory board of the firm. During this period he led on
mandates involving some of the most notable infrastructure
projects across the UK, Europe, Africa and the Gulf. In
particular, he was heavily involved in the development and
application of PFI, PPP and other project finance techniques
27
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
to the delivery of major infrastructure projects. Since leaving
Freshfields, he has developed an expertise in both advising
and acting as an independent director in “distressed
situations” at SPV corporates owned by infrastructure funds or
industrials. Among his other engagements, he is Of Counsel
at Chatham Partners LLP, a Hamburg based infrastructure/
energy/real estate “boutique” law firm.
Janine Freeman
Non-Executive Director*
Appointed on 2 November 2022
Janine Freeman is an experienced, senior energy industry
executive and Non-executive Director with over 25 years
in the energy industry. Driving investment in clean energy
infrastructure has been her primary focus for much of
that time. Janine is a non-executive director of Phoenix
Technologies Holdings Limited and until January 2026 was
Executive Chair at Intelligent Resource Management Ltd.
Previously, Janine was a Non-executive Director and Audit and
Risk Committee Chair at Harmony Energy Income Trust plc and
a Director at PwC within the Deals team, where she led on Net
Zero Investment Strategy & Deals. At National Grid plc, where
Janine spent 16 years, she was a member of the UK Executive
Committee and the GB System Operator Executive Committee
(now NESO). Janine achieved her Chartered Accountancy
qualification (ACA) at Deloitte & Touche in London.
* All the
Directors are members of each Committee.
Board Committees
The Board decides upon the membership and chairmanship of
its Committees.
Audit and Risk Committee
The Committee has formal terms of reference which clearly
define roles and responsibilities. It meets at least three times
a year or more often if required. A separate report of the
work of the Committee during the year under review is set
out on pages 36 to 38. The Committee comprises all the
independent non-executive Directors and is chaired by David
Fletcher. In accordance with the AIC Code, the Chair of the
Board is a member of the Audit and Risk Committee as she was
independent on appointment and she remains so.
Remuneration Committee
The Committee has formal terms of reference which clearly
define roles and responsibilities. It meets at least once a
year or more often if required. Its principal duties include (i)
agreeing to the policy for the remuneration of the Directors
and reviewing any proposed changes to the policy; (ii)
reviewing and considering ad hoc payment to the Directors in
relation to duties undertaken over and above normal business;
and (iii) if required, appointing independent professional
remuneration advice. The Committee comprises all the
independent non-executive Directors and is chaired by Janine
Freeman.
Nomination Committee
The Committee has formal terms of reference which clearly
define roles and responsibilities. It meets at least once per
annum. Its principal duties include:
i. identifying individuals qualified to become Board
members and selecting the director nominees for
election at general meetings of the Shareholders or for
appointment to fill vacancies;
ii. determining director nominees for each Committee of the
Board;
iii. considering the appropriate composition of the Board
and its Committees; and
iv. undertaking an annual performance evaluation of the
Board and its Committees.
The Nomination Committee comprises all the independent
non-executive Directors and is chaired by Miriam Greenwood.
Management Engagement Committee
The Committee has formal terms of reference which clearly
define roles and responsibilities. It meets at least once a
year or more often if required. Its principal duties include
regularly reviewing the contracts, the performance and
the remuneration of the Company’s key service providers.
The Management Engagement Committee comprises all
the independent non-executive Directors and is chaired by
Nicholas Bliss.
Decision Making
The Board is responsible for the overall stewardship of the
Company’s affairs and has adopted a schedule of matters
specifically reserved for decision by the Board. Strategic
issues and all operational matters of a material nature are
considered at its meetings, including reviewing the Company’s
performance by reference to the Company’s key performance
indicators.
The Board has access to independent advice at the Company’s
expense where it judges it necessary in order to discharge its
responsibilities properly.
Meeting Attendance during the year ended 31 December 2025
Board
Audit and
Risk Committee
Management
Engagement
Committee
Remuneration
Committee
Nomination
Committee
Miriam Greenwood 6/7 4/4 1/1 1/1 1/1
David Fletcher 7/7 4/4 1/1 1/1 1/1
Nicholas Bliss 7/7 4/4 1/1 1/1 1/1
Janine Freeman 7/7 4/4 1/1 1/1 1/1
CORPORATE GOVERNANCE
STATEMENT CONTINUED
28
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
CORPORATE GOVERNANCE
STATEMENT CONTINUED
In addition, a number of ad hoc Board and Committee
meetings were held during the year under review to deal with
administrative matters.
Directors’ share dealings
The Directors comply with the Share Dealing Code adopted by
the Company in accordance with UK Market Abuse Regulations
(the “Share Dealing Code”) in relation to their dealings in
Ordinary Shares. The Board is responsible for taking all proper
and reasonable steps to ensure compliance with the Share
Dealing Code by the Directors.
DIVISION OF RESPONSIBILITIES
The independent Board is responsible to Shareholders for the
overall management of the Company. The following sets out
the division of responsibilities between the Chair, the Board
and its Committees.
Role of the Chair
The Chair leads the Board and is responsible for its overall
effectiveness in directing the Company. The Chair sets the
agenda for the Board and, in conjunction with the Company
Secretary, ensures that accurate, timely and clear information
is circulated to the Directors five working days prior to the
meeting. The Board has implemented various policies and
procedures to ensure the Company runs effectively and
efficiently.
An open, informed and transparent environment is promoted
at each Board meeting and the Chair maintains open
communication channels with the other Directors, Consultants,
advisers and Company Secretary between Board meetings.
Senior Independent Director
The Senior Independent Director provides a sounding board
to the Chair and serves as an intermediary for the other
Directors and Shareholders.
Role of the Board
All Board members are independent non-executive
Directors, who continue to be independent of the AIFM and
Investment Adviser and going forward the Consultants. The
Board is responsible for the governance of the Company,
notwithstanding any delegation of responsibilities to third
parties. Following the change to self-managed status it is
now directly responsible for the management and conduct
of the Company’s business, strategy and development. The
Board determines the Investment Objective and Investment
Policy as well as risk appetite and has overall responsibility
for the Company’s activities, including review of investment
activity and performance. The Board ensures the maintenance
of a sound system of internal controls and risk management
(including financial, operational and compliance controls)
and reviews the overall effectiveness of systems in place. The
Board is responsible for approval of any changes to the capital,
corporate and/or management structure of the Company.
The Board Members offer strategic guidance and specialist
advice; whilst providing constructive and effective challenge,
especially to the investment advice from the Consultants. The
Board scrutinises and assesses the performance of third-party
service providers.
The principal objectives of the Board are the run-off of the
portfolio and the continuing evaluation of any strategic or
asset realisation proposals presented to the Board. The
Board does not routinely involve itself in day-to-day business
decisions but is responsible for the management of the
investment portfolio and the management of risk, taking into
account the investment advice from the Consultants.
Appointment and Replacement of Board
The rules concerning the appointment and replacement
of Directors are contained in the Company’s Articles of
Association which require that a Director shall be subject to
election at the first AGM after appointment and re-election at
least every three years thereafter. However, in accordance with
the UK Corporate Governance Code, the Board has resolved
that all Directors shall stand for annual re-election at each
AGM.
Independent advice
A procedure has been adopted for Directors, in the
furtherance of their duties, to take independent professional
advice at the expense of the Company. No professional
advice has been independently sought during the year ended
31December 2025. The Directors have access to the advice
and services of the Company Secretary.
Role of Committees
The role of each Committee is described in their respective
terms of reference, which can be found on the Company’s
website.
COMPOSITION, SUCCESSION AND
EVALUATION
Composition
At the date of this report, the Board consists of four
independent non-executive Directors including the Chair. All
of the Directors are independent of the Investment Adviser
and are able to allocate sufficient time to the Company to
discharge their responsibilities effectively.
The Directors have a broad range of relevant experience to
meet the Company’s requirements, and their biographies are
shown on pages 27 and 28.
In line with the AIC Code, the Board has decided that
each Director should be subject to annual re-election by
Shareholders, although this is not required by the Company’s
Articles of Association.
The Board recommends that all the Directors should be
elected for the reasons highlighted in the Notice of Annual
General Meeting.
Board diversity
The Company’s policy is that the Board should have an
appropriate level of diversity in the boardroom with the
overriding aim of ensuring that the Board is composed of the
best combination of people for ensuring effective oversight of
the Company and constructive support and challenge to the
Investment Adviser. All Board appointments will be made on
merit and have regard to diversity including factors such as
ethnicity, gender, skills, background and experience. There will
be no discrimination on the grounds of gender, religion, race,
ethnicity, sexual orientation, age or physical ability.
29
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
CORPORATE GOVERNANCE
STATEMENT CONTINUED
The Board takes account of the FCA’s listing rule (UKLR
6.6.6R(9)(a)) concerning public disclosures on whether a
company has met the following targets on board diversity:
a) at least 40% of individuals on the board are women;
b) at least one of the senior board positions (defined by the
FCA as either the chair, senior independent director, chief
executive or chief financial officer) is held by a woman; and
c) at least one individual on the board is from a minority
ethnic background.
As at 31 December 2025, the Board meets the criteria of two
of the three targets as a) 50% of the Board are women, and b)
the Chair of the Board is a woman. The Board does not meet
target c) as no Board members are from a minority ethnic
background. There have been no new appointments to the
Board in 2025, however, the Board would seek to include
candidates from minority ethnic backgrounds on a short-list as
part of the recruitment of a new director.
The tables below set out the diversity data required under
UKLR 6.6.6R (10) as at 31 December 2025. As a self-managed
investment Company, the Board employs no executive staff
and therefore does not have a chief executive officer (CEO) or
a chief financial officer (CFO), both of which are deemed senior
board positions by the FCA.
The following information has been provided by each Director.
There have been no changes since 31 December 2025.
Board diversity as at 31 December 2025
Gender
Number of
Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
Men 2 50% 1
1
Women 2 50% 1
2
Prefer not to say – – –
Gender
Number of
Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
White British or Other
White (including minority
white groups)
4 100% 2
1,2
1. David Fletcher is Senior Independent Director.
2. Miriam Greenwood is Chair of the Board.
Board tenure and succession
The Board has considered succession planning in the context
of the Company’s Managed Run-Off strategy. Given the
anticipated limited life of the Company, the Board considers
that appointing additional directors may not be appropriate.
The current Directors remain committed to serving throughout
the run-off period and overseeing the orderly realisation of the
portfolio and the return of capital to shareholders.
Performance evaluation
A formal annual performance evaluation was conducted on
the Board, the Chairman, the Committees, the Investment
Adviser, and the main service providers for the year ended
31 December 2025. The evaluation was conducted by the
Company Secretary with the oversight of the Chair and Senior
Independent Director.
The results of the Board performance evaluation were positive
and demonstrated that the Directors were committed to the
fulfilment of their duties and with a high level of engagement.
A policy of insurance against Directors’ and Officers’ liabilities
is maintained by the Company.
AUDIT, RISK AND INTERNAL CONTROL
Audit
The Audit and Risk Committee monitors the performance,
objectivity and independence of the external auditors and
this is assessed before the approval of the Annual Report.
In evaluating the Auditors’ performance, the Audit and Risk
Committee examines the robustness of the audit process, the
independence and objectivity of the auditor and the quality of
delivery.
The members of the Audit and Risk Committee satisfy
themselves that the Annual Report taken as a whole is
fair, balanced and understandable. The assessment of the
performance during the year ended 31 December 2025 and
the judgements, estimates and assumptions made throughout
the Annual Report are considered formally as a Committee
agenda item.
Risk
The Directors confirm that they have carried out a robust
assessment of the principal risks facing the Company,
including those that would threaten its business model, future
performance, solvency or liquidity. The principal risks and how
they are being managed are set out in the Strategic Report on
pages 13 to 18.
Internal control
The AIC Code requires the Board to review the effectiveness
of the Company’s system of internal controls. The Board
recognises its ultimate responsibility for the Company’s system
of internal controls and for monitoring its effectiveness. The
system of internal controls is designed to manage rather than
eliminate the risk of failure to achieve business objectives.
It can provide only reasonable assurance against material
misstatement or loss. The Board has undertaken a review
of the aspects covered by the guidance and has identified
risk management controls in the key areas of business
objectives, accounting, compliance, operations and secretarial
as being matters of particular importance upon which it
requires reports from the relevant key service providers.
The Board believes that the existing arrangements, set out
below, represent an appropriate framework to meet the
internal control requirements. The Directors reviewed the
effectiveness of the internal control system throughout the
year ended 31 December 2025.
Financial aspects of internal control
These are detailed in the Report of the Audit and Risk
Committee on page 36.
30
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
CORPORATE GOVERNANCE
STATEMENT CONTINUED
Other aspects of internal control
The Board will hold at least four regular meetings each year,
plus additional meetings as required. Between these meetings
there is regular contact with the Consultants, Brokers, the
Administrator and Company Secretary.
The Administrator and Company Secretary, Apex Listed
Companies Services (UK) Limited, reports separately in
writing to the Board concerning risks and internal control
matters within its remit, including internal financial control
procedures and company secretarial matters. Additional
ad hoc reports are received as required and Directors have
access at all times to the advice and services of the Company
Secretary, which is responsible to the Board for ensuring that
Board procedures are followed and that applicable rules and
regulations are complied with. Contact with the Consultants
and the Administrator enable the Board to monitor the
Company’s progress towards its objectives and encompass
an analysis of the risks involved. The effectiveness of the
Company’s risk management and internal controls systems is
monitored regularly and a formal review, utilising a detailed
risk assessment programme, takes place at least annually. This
includes review of the internal controls and the reports of the
Administrator, the Consultants and the Registrar.
Based on the work of the Audit and Risk Committee, and
the reviews of the reports received by the Audit and Risk
Committee on behalf of the Board, the Board has concluded
that there were no material control failures during the year
under review and up to the date of this report.
REMUNERATION
The Remuneration Committee comprises all the Directors
of the Board. It meets at least annually and is responsible for
considering and making appropriate recommendations to the
Board in relation to Directors’ remuneration.
The Company does not have any executive Directors or
employees, and, as a result, operates a simple and transparent
remuneration policy with no variable element, that reflects
the non-executive Directors’ duties, responsibilities and time
spent.
31
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
DIRECTORS’ REMUNERATION
REPORT
Annual Chair’s Statement
I am pleased to present the Remuneration Committee (the
“Committee”) report for the year ended 31 December 2025. It
is set out in two sections:
a) Remuneration Policy – a summary of our current Policy
which was last approved at the Company’s General
Meeting in May 2025 is set out below; and
b) Remuneration Implementation Report – a description
on how the Directors’ Remuneration Policy has been
implemented during the year under review. The
Remuneration Implementation Report is put forward for
approval by Shareholders on an annual basis.
The Remuneration Committee Report for the year to
31December 2025 has been prepared in accordance with
sections 420-422 of the Act, Schedule 8 of the Large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, as amended (the Regulations) and the Listing
Rules. The law requires the Company’s auditor to audit certain
sections of the Remuneration Report; where this is the case, the
relevant section has been indicated as such. The Remuneration
Committee met once during the year under review.
General Meeting approval of the Remuneration
Policy and Remuneration Implementation
Report
The Company’s Remuneration Policy was approved by
Shareholders at the Company’s General Meeting on 29 May
2025. In accordance with the requirements of Schedule 8
of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, as amended (the
”Regulations“), the Remuneration Policy is required to be
put to Shareholders for approval every three years, unless a
material variation to the Remuneration Policy is proposed,
in which case Shareholder approval will be sought to amend
the policy. The Directors’ Remuneration Policy will next be
submitted to Shareholders no later than the Annual General
Meeting in 2028.
Remuneration Policy
Directors are remunerated in the form of fees, in respect of
their appointments as non-executive Directors of the Company
and as non-executive Directors of Attika Holdings Limited, a
wholly owned subsidiary of the Company, with the split of fees
between these appointments agreed between the parties in
writing. Directors’ fees are payable in quarterly instalments in
arrears. The Company’s Articles of Association limit the fees
payable to the Directors in aggregate to £500,000 per annum.
Subject to the overall limit, the Company’s policy is that the
fees payable to the Directors should reflect the time spent by
the Board on the Company’s affairs and the responsibilities
borne by the Directors and should be sufficient to promote
the long-term success of the Company. All Directors, including
any new appointments to the Board, are paid at the same
rate, apart from the Chair of the Board (who is also Chair of
the Nomination Committee), the Chair of the Audit and Risk
Committee, the Chair of the Remuneration Committee, the
Chair of the Management Engagement Committee and the
Senior Independent Director, who are paid a higher fee in
recognition of their additional responsibilities. As provided
in clause 107 of the Articles of Association and in accordance
with the relevant provisions of the AIC Code, as well as each
Director’s appointment letter, the Directors are entitled to an
additional fee where a Director undertakes any special duties,
or services outside their ordinary duties as a Director.
The policy is to review fee rates annually, although such review
will not necessarily result in any change to the rates. As part of
this process reference is made to the fees paid to the directors
of other similar investment trust companies.
Consideration of Shareholders’ Views
The Directors’ Remuneration Policy was last put forward at the
Annual General Meeting held on 29 May 2025. The resolution
was approved with 99.48% votes in favour.
Effective Date
The Remuneration Policy was effective from 29 May
2025, being the date at which the Policy was approved
by Shareholders at the Company’s General Meeting. The
Directors’ Remuneration Report as set out in the 2024 Annual
Report was approved with 99.65% in favour.
Remuneration Implementation Report
Directors’ remuneration
During the year ended 31 December 2025, the Remuneration
Committee undertook a review of Directors’ fees.
With effect from 1 June 2025 each of the Directors was entitled
to receive a fee of £46,515 per annum (31 December 2024:
£44,899) with the Chair of the Board (who is also Chair of the
Nomination Committee) entitled to receive an additional fee of
£28,375 per annum (31 December 2024: £27,389). With effect
from 1 June 2025, the Chair of the Audit & Risk Committee,
who is also the Senior Independent Director of the Company
received an additional total fee of £12,032 per annum
(31 December 2024: £11,613). The Chair of the Remuneration
Committee, received an additional £6,286 per annum
(31 December 2024: £6,067). The Chair of the Management
Engagement Committee received an additional £6,286 per
annum (31 December 2024: £6,067). All these fees represented
an increase of 3.6% over the previous year.
Each of the Directors’ fees are in respect of their appointment
as a non-executive director of the Company and their
appointment as a non-executive director of Attika Holdings
Limited. The Board also considered that the split of Directors’
fees between the Company and Attika Holdings Limited of
70%/30% respectively remained appropriate with effect from
1 June 2025.
The Board believes that the level of increase and resulting fees
appropriately reflect the level of demands on the individual
Directors, prevailing market rates for an investment trust of
the Company’s size and complexity, the increasing complexity
of regulation and resultant time spent by the Directors on
matters, and it will also enable the Company to continue to
attract appropriately experienced Directors in the future.
Directors receive fixed fees and do not receive bonuses or
other performance related remuneration, share options,
pension contributions or other benefits apart from the
reimbursement of allowable expenses. No commissions or
performance related payments will be made to the Directors
by the Company.
32
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
No Director has waived or agreed to waive any emoluments
from the Company or any subsidiary undertaking.
The decision by Shareholders to vote against Continuation
at the end of February 2023 meant that the duties of the
Directors have been beyond those normally expected as
part of their appointment. Therefore, in accordance with
Principal 8 of the AIC Code it was decided that provision
should be made for additional fees. In view of the additional
duties and responsibilities, the Remuneration Committee
decided, immediately following the Continuation Vote and
before detailed work commenced on reviewing the options to
implement Shareholders’ wishes, to increase with effect from 1
March 2023 the monthly fees of the Chair of the Board and the
Chair of the Committees.
Following the approval of the Managed Run-Off resolution in
June 2023 Annual General Meeting, these additional monthly
fees were maintained and reviewed annually. With effect from
1 June 2025, the additional monthly fees were maintained and
increased to £3,120 for the Chair of the Board (1 July 2024: £3,012),
£2,439 for the Chair of the Audit & Risk Committee (1 July 2024:
£2,355) and £1,760 for each of the Remuneration and Management
Engagement Committee Chairs (1 July 2024: £1,699).
The standard fees for Directors are reviewed annually, and the
additional monthly fees are subject to regular review.
Directors’ Remuneration
The table below (audited) provides a single figure for the total remuneration of each Director.
| Fees for the | Fees for the | ||||
| Date of | year ended 31 | Expenses | year ended 31 | ||
| appointment | December 2025 1 | Reimbursed 2 | Total | December 2024 1 | |
| to the Board | (£) | (£) | (£) | (£) | |
Miriam Greenwood | 19 April 2021 | 110,708 | – | 110,708 | 106,954 |
Nicholas Bliss | 9 April 2021 | 72,851 | – | 72,851 | 67,902 |
David Fletcher | 29 April 2022 | 86,548 | – | 86,548 | 83,613 |
Janine Freeman | 2 November 2022 | 72,851 | – | 72,851 | 67,9 02 |
Total | 342,958 | – | 342,958 | 326,371 |
1. Including fees payable in respect of directorships in Attika Holdings Limited. None of the above were paid to third parties.
2. No additional expenses were paid to the Directors (2024: nil).
The annual percentage change in remuneration in respect of the financial years prior to the current year in respect of each
Director is as follows:
| % change 2024 to | % change 2023 to | % change 2022 to | % change | |
| 2025 | 2024 | 2023 | 2021 to 2022 1 | |
Miriam Greenwood | 3.51 | 15.19 | 61.24 2 | – |
Nicholas Bliss | 7.29 | 13.56 | 41.60 3 | – |
David Fletcher | 3.51 | 16.35 | 135.17 4 | – |
Janine Freeman | 7.29 | 20.16 | 750.83 5 | – |
1. The fees payable for the period ended 31 December 2021 and the year ended 31 December 2022 are not comparable as they cover different
durations and two Directors joined the Board in 2022. Accordingly, a year-on-year percentage change has not been included in the table
above.
2. The 61.24% increase in 2023 for Miriam Greenwood arose mainly from the introduction of an additional monthly fee to reflect the extra duties
and responsibilities as Chair of the Board arising from the failed continuation vote at the end of February 2023, the approval of the Managed
Run-Off resolution at the end of June 2023 and the continuing review of strategic options for the portfolio as detailed in this Remuneration
Report.
3. The 41.60% increase in 2023 for Nicholas Bliss arose mainly from the introduction of an additional monthly fee to reflect the extra duties and
responsibilities arising from the failed continuation vote at the end of February 2023, the approval of the Managed Run-Off resolution at the
end of June 2023 and the continuing review of strategic options for the portfolio as detailed in this Remuneration Report.
4. The 135.17% increase in 2023 for David Fletcher arose mainly from (i) his appointment part way through 2022 (29 April 2022) (ii) the
introduction of an additional monthly fee to reflect the extra duties and responsibilities arising from the failed continuation vote at the end
of February2023, the approval of the Managed Run-Off resolution at the end of June 2023 and the continuing review of strategic options for
the portfolio and (iii) his appointment to the role of Senior Independent Director of the Board on 1 July 2023 as detailed in this Remuneration
Report.
5 The 750.83% increase in 2023 for Janine Freeman arose mainly .from (i) her appointment part way through the year as a Director on 2
November 2022 (ii) the introduction of an additional monthly fee to reflect the extra duties and responsibilities arising from the failed
continuation vote at the end of February 2023, the approval of the Managed Run-Off resolution at the end of June 2023 and the continuing
review of strategic options for the portfolio and (iii) to reflect her role and particular involvement on the Audit & Risk Committee as detailed in
this Remuneration Report.
DIRECTORS’ REMUNERATION
REPORT CONTINUED
33
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
DIRECTORS’ REMUNERATION
REPORT CONTINUED
Directors’ Service Contracts, Term and Loss of
Office
The Directors do not have service contracts with the Company.
The Directors have appointment letters which provide for an
initial term of three years. In accordance with the AIC Code,
each member of the Board will seek annual re-election by
Shareholders at the AGM. There are no agreements in place to
compensate the Board for loss of office.
Directors’ Indemnities
Subject to the provisions of the Act, the Company has agreed
to indemnify each Director against all liabilities which any
Director may suffer or incur arising out of or in connection
with any claim made or proceedings taken against him, or any
application made by him, on the grounds of his negligence,
default, breach of duty or breach of trust in relation to the
Company or any associated Company.
Relative Importance of Spend on Pay
The following table sets out the total level of Directors’
remuneration compared to the distributions to Shareholders
by way of dividends and share buybacks.
Year ended
31 December
2025
£‘000
Y
e
ar ended
31 December
202
4
£‘000
c
h
ange
%
Directors’ fees payable 343 326 5.2
Dividends paid
to Shareholders
33,257 4,999
Repurchase of shares
via a Tender Offer
– 17, 50 0
Total distribution
to Shareholders
33,257 22,499 47. 8
The disclosure of the information in the table above is required
under The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013.
Share Price Total Return
The following chart shows the Company’s Share price (total return) by comparison to the FTSE All-Share index for the period
since the Company commenced operations on 2 June 2021. The Company does not have a specific benchmark but has deemed
the FTSE All-Share index to be the most appropriate comparator for its performance.
50
60
70
80
90
100
110
120
130
Share price total return
FTSE All-Share Index return
31/12/2531/12/2431/12/2331/12/2231/12/2106/02/2021
Rebased to 100 at the date on which the Company commenced operations, on 2 June 2021.
Directors’ Share Interests
The Company’s Articles of Association do not require Directors to own shares in the Company. The Shares held by Directors,
including those of connected persons, at the beginning and end of the financial year are set out below.
31 December 2025 | 31 December 2024 | |||||
| Connected | Connected | |||||
| Director | person | Total | Director | person | Total | |
Miriam Greenwood | 19,181 | – | 19,181 | 19,181 | – | 19,181 |
David Fletcher | 43,844 | 12,832 | 56,676 | 38,598 | 12,832 | 51,430 |
Nicholas Bliss | 16,280 | – | 16,280 | 16,280 | – | 16,280 |
Janine Freeman | – | – | – | – | – | – |
The information in the above table has been audited. There have been no changes following the year end.
34
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Remuneration Consultants
Remuneration Consultants were not engaged by the
Company during the year under review and in respect of the
Remuneration Report.
Recruitment Agencies
The Board has not paid and will not pay any incentive fees to
any person to encourage them to become a director of the
Company.
Statement
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations
2013, I confirm that the above Remuneration Policy and
Remuneration Implementation Report summarises as
applicable, for the year ended 31 December 2025:
a) the major decisions on Directors’ remuneration;
b) any substantial changes relating to Directors’
remuneration made; and
c) the context in which the changes occurred and decisions
have been taken.
Janine Freeman
Chair of the Remuneration Committee
23 April 2026
DIRECTORS’ REMUNERATION
REPORT CONTINUED
35
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
REPORT OF THE AUDIT AND RISK
COMMITTEE
Introduction
I am pleased to present the Audit and Risk Committee (the
“Committee”) report for the year ended 31 December 2025.
At least once a year the Committee Chair meets with the
external Auditors without any representative of the Investment
Adviser or Administrator being present. The Committee’s
effectiveness is reviewed on an annual basis as part of the
Board’s performance evaluation process (see page 30).
Role and Composition
The role of the Committee is to ensure that Shareholder
interests are properly protected in relation to the application
of financial reporting and internal control principles and to
assess the effectiveness of the audit. The Committee’s role
and responsibilities are set out in full, in its terms of reference
which are available on request from the Company Secretary
and can be found on the Company’s website parvus-energy-
efficiency-trust.com. A summary of the Committee’s main
responsibilities and how it has fulfilled them is set out below.
Review of the Company’s internal control and risk management
fall within the terms of reference of the Committee.
The Committee comprises all the Directors and the Board is
satisfied that the Committee has sufficient and recent financial
experience, and as a whole, has competence relevant to
the sector in which the Company operates to discharge its
functions effectively. In accordance with the AIC Code, the
Chair of the Board is a member of the Audit Committee as she
was independent on appointment and she remains so. The
experience of the members of the Committee can be assessed
from the Director’s biographies set out on pages 27 and 28.
Main Activities of the Committee
The Committee met formally four times during the year
under review and twice after the year-end. PwC, the external
Auditors, attended three meetings in 2025 and twice after
the year-end. The AIFM’s risk function provided reports on
their monitoring programme for these meetings. Following
the move to self-managed status the Company, through the
Committee, is directly responsible for the risk management
function.
The matters considered, monitored and reviewed by the
Committee during the course of the year under review
included the following:
• a detailed analysis of the Group and Company’s semi-
annual NAVs and underlying assumptions;
• monitored the Group and Company’s reserves and
reviewed the Group and Company’s net income, cash
position and cash flow forecasts and recommended
appropriate dividend levels for the two dividends paid
during the year to the Board;
• monitored and reviewed the Group and Company’s
emerging and principal risks and internal controls;
• considered the ongoing assessment of the Group and
Company as a going concern;
• considered the appointment, independence, objectivity
and remuneration of the Auditor;
• reviewed the audit plan;
• approved the accounting principles including the
investment entity status, the valuation methodology
including fair value and amortised cost;
• monitored the preparation and timetable for the
production of the Annual Report & Accounts;
• monitored the integrity of the financial statements of the
Group and Company, including its annual and half-yearly
reports, and any other formal announcements relating
to its financial performance, and reviewed and reported
to the Board on significant financial reporting issues and
judgements contained within them; and
• considered the financial and other implications on the
independence of the auditor arising from the provision of
non-audit services.
Following the distributions of capital to Shareholders referred
to in the Chair’s Statement on page 2 the Board is reviewing
all its costs with a view to reducing them to a level more
appropriate for the size of the Group and Company. This
includes the move to self-managed status.
Going Concern
The Committee reviewed the Group’s and Company’s
going concern assessment and concluded that although
there are conditions that indicate the existence of material
uncertainty which may cast significant doubt about the
Group’s and Company’s ability to continue as a going concern,
it is appropriate for the Group’s and Company’s financial
statements to be prepared on a going concern basis as
described in the Directors’ Report on page 25.
Internal Control and Risk
During the year under review, the Committee together with
the AIFM and other service providers carefully considered
the Company’s matrix of risks and uncertainties (including
emerging risks) and appropriate mitigating actions. The
procedure for identifying emerging risks can be found on
page 13 and the Company’s principal risks can be found on
pages 14 to 18.
The Committee also considered the internal control reports of
its AIFM, Investment Adviser, Administrator and Registrar. The
Committee reviewed these reports and concluded that there
were no significant control weaknesses or other issues that
needed to be brought to the Board’s attention.
The Company was subject to a sophisticated phishing attack
in January 2026, asking the AIFM and administration team
to make a significant cash payment (call notice) to a third-
party bank account. Upon receipt, knowing no payment
was due along with a combination of IT phishing detection
and language used in the emails, this was quickly identified
as fraudulent and the impersonating email addresses were
blocked by both Apex and Aquila. Whilst no loss was suffered
by the Company, it was clear that this was a markedly more
advanced attempt than previously seen. The Company has
obtained reconfirmations from its service providers about its IT
security arrangements.
36
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Financial Aspects of Internal Control
The Directors are responsible for the internal financial control
systems of the Group and Company and for reviewing their
effectiveness. The aim of the internal financial control system
is to ensure the maintenance of proper accounting records,
the reliability of the financial information upon which business
decisions are made and used for publication, and that the
assets of the Group and Company are safeguarded.
The Board has contractually delegated to external agencies
the services the Group and Company requires, but they are
fully informed of the internal control framework established
by each relevant service provider which provide reasonable
assurance on the effectiveness of internal financial controls.
The Statement of Directors’ Responsibilities in respect of the
financial statements is on page 39 and a Statement of Going
Concern is on page 25. The Report of the Independent Auditor
is on pages 40 to 45.
Financial Statements and Significant
Accounting Matters
The Committee reviewed the financial statements and
considered the following significant accounting issues in
relation to the Group and Company’s financial statements for
the year ended 31 December 2025.
Valuation and Existence of Investments
The Group’s and Company’s accounting policy is to designate
investments at fair value through profit or loss, or at amortised
cost less expected credit loss provisions, whichever is
appropriate, adjusted by any foreign exchange differences.
Investments with variable returns are measured at fair value
and investments with a fixed return structure are measured
at amortised cost. Therefore, the most significant risk in the
Group and Company’s financial statements is the carrying
value of the Group and Company’s investments because fair
values, the effective interest method and expected credit loss
provisions have been arrived at using a number of judgements.
The Committee reviewed the procedures in place for ensuring
the accurate valuation and existence of investments and
approved the valuation of the Company’s investments and
their existence at the year-end with the Investment Adviser, the
AIFM and other service providers. The number and value of fair
value investments have decreased during the year following
realisations and a substantial majority of investments by value
were investments with fixed returns, valued at amortised cost
less expected credit loss provisions.
The Board has approved a Valuation Policy which sets out the
valuation process. The process includes a valuation by the
Investment Adviser of the Group and Company’s investments
on an annual basis as at 31 December each year. These
valuations are updated as at 30 June each year, which will be
carried out by the Consultants going forward. The valuation
principles used to calculate the fair value of the assets are
based on International Private Equity and Venture Capital
Valuation Guidelines.
Fair value for each investment is derived from the present
value of the investment’s expected future cash flows, using
reasonable assumptions and forecasts for revenues and
operating costs, and an appropriate discount rate.
For those investments measured at amortised cost the
Company has used the effective interest method and has
calculated an expected credit loss provision in accordance
with IFRS 9.
The Audit and Risk Committee has satisfied itself with the
investment valuation, the calculation of amortised cost values
and expected credit loss provisions.
Recognition of Income
Income may not be accrued correctly. Calculations of
investment income using the effective income method have
been provided to the Company by the Investment Adviser.
The Committee reviewed the Administrator’s procedures for
recognition of income and reviewed the treatment of income
receivable in the year under review.
Tax Status
The Company may suffer tax on gains on the realisation of
investments if investment trust status is not maintained. The
Committee reviewed the compliance of the Company during
the year under review, against the eligibility conditions and
ongoing requirements it must meet in order for investment
trust status to be maintained.
Calculation of the Investment Adviser’s Fees
The Committee reviewed the Investment Adviser’s fees for the
year ended 31 December 2025 and concluded that they have
been correctly calculated. Details of the Investment Adviser’s
fees can be found in note 18 to the financial statements.
Internal Audit
The Committee has considered the need for an internal audit
function and, following the change to self-managed status and
its reliance on outsourced service providers for investment
advisory and operational functions, believes that an internal
audit function is not currently appropriate. The Committee
keeps the need for an internal audit function under periodic
review.
Audit Arrangements
PwC was selected as the Company’s auditor at the time of
the Company’s launch. The auditor was formally engaged in
November 2021. This is Richard McGuire’s fifth year as the
Company’s audit partner. The appointment of the auditor will
be reviewed annually by the Committee and the Board and is
subject to approval by Shareholders. In accordance with the
Financial Reporting Council’s (“FRC”) guidance, the audit will
be put out to tender within ten years of the initial appointment
of PwC. Additionally, the Senior Statutory Auditor must be
rotated every five years and is next eligible for rotation in 2026.
The audit plan was presented to the Committee at its
November 2025 meeting, ahead of the commencement of the
Company’s year-end audit. The audit plan sets out the audit
process, materiality, scope and significant risks.
REPORT OF THE AUDIT AND RISK
COMMITTEE CONTINUED
37
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
REPORT OF THE AUDIT AND RISK
COMMITTEE CONTINUED
Auditors’ Independence
The Audit and Risk Committee considered the independence
of the auditor and the objectivity of the audit process and is
satisfied that PwC has fulfilled its obligations to Shareholders
and as independent auditor to the Company for the year
ended 31 December 2025.
The Audit and Risk Committee is satisfied that there are no
issues in respect of the independence of the auditors.
Effectiveness of External Audit
The Committee is responsible for reviewing the effectiveness
of the external audit process. The Committee received a
presentation of the audit plan from the external auditor prior
to the commencement of the audit and a presentation of the
results of the audit following completion of the main audit
testing. Additionally, the Committee received feedback from
the Company Secretary, Administrator, AIFM and Investment
Adviser regarding the effectiveness of the external audit
process. Following the above review, the Committee has
agreed that the re-appointment of the auditors should be
recommended to the Board and to the Shareholders of the
Company.
Provision of Non-audit Services
The Audit and Risk Committee has reviewed the FRC’s Revised
Ethical Standard 2019 Guidance on Audit Committees and
has formulated a policy on the provision of non-audit services
by the Company’s auditor. The Audit and Risk Committee has
determined that the Company’s appointed auditor will not be
considered for the provision of certain non-audit services, such
as accounting and preparation of the financial statements,
internal audit and custody. The auditor may, if required,
provide other non-audit services, however, and this will be
judged on a case-by-case basis.
PwC was not engaged to provide non-audit services to the
Company during the year ended 31 December 2025.
Conclusion with Respect to the Annual Report
The production and audit of the Company’s Annual Report
is a comprehensive process requiring input from different
contributors. In order to reach the conclusion that the
Annual Report when taken as a whole is fair, balanced and
understandable, the Board has requested that the Committee
advises on whether it considers these criteria have been
satisfied. In so doing the Committee has considered the
following:
• the control framework around the production of the
Annual Report;
• the extensive levels of review undertaken in the
production process, by the Investment Adviser and the
Committee; and
• the internal control environment as operated by the
Investment Adviser and other suppliers including any
checks and balances within those systems.
As a result of the work performed, the Committee has
concluded that the Annual Report and Financial Statements
for the year ended 31 December 2025, taken as a whole,
are fair, balanced and understandable and provide the
information necessary for Shareholders to assess the
Company’s performance, business model and strategy, and it
has reported on these findings and provided such conclusion
to the Board.
David Fletcher
Chair of the Audit and Risk Committee
23 April 2026
38
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Job No: 105005 Proof Event: 8 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Aquila Project Title: AEET Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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
39
FinancialsStrategic Report Other InformationGovernance
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Report on the audit of the financial statements
Opinion
In our opinion, Parvus Energy Efficiency
Trust Plc (formerly Aquila Energy
Efficiency Trust plc)’s Group financial
statements and Company financial
statements (the “financial statements”):
— give a true and fair view of the state
of the Group’s and of the Company’s
affairs as at 31 December 2025 and
of the Group’s and Company’s loss
and the Group’s and Company’s cash
flows for the year then ended;
— have been properly prepared
in accordance with UK-adopted
international accounting standards;
and
— have been prepared in accordance
with the requirements of the
Companies Act 2006.
We have audited the financial
statements, included within the Annual
Report and Accounts (the “Annual
Report”), which comprise:
— the Consolidated Statement of
Financial Position as at 31 December
2025;
— the Company Statement of Financial
Position as at 31 December 2025;
— the Consolidated Statement of
Comprehensive Income for the year
then ended;
— the Company Statement of
Comprehensive Income for the year
then ended;
— the Consolidated Statement of
Changes in Equity for the year then
ended;
— the Company Statement of Changes
in Equity for the year then ended;
— the Consolidated Statement of Cash
Flows for the year then ended;
— the Company Statement of Cash
Flows for the year then ended; and
— the notes to the financial statements,
comprising material accounting
policy information and other
explanatory information.
Our opinion is consistent with our
reporting to the Audit and Risk
Committee.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK)
are further described in the Auditors’
responsibilities for the audit of the
financial statements section of our
report. We believe that the audit
evidence we have obtained is sufficient
and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the
Group in accordance with the ethical
requirements that are relevant to our
audit of the financial statements in the
UK, which includes the FRC’s Ethical
Standard, as applicable to listed public
interest entities, and we have fulfilled
our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief,
we declare that non-audit services
prohibited by the FRC’s Ethical Standard
were not provided.
We have provided no non-audit services
to the Company or its controlled
undertakings in the period under audit.
Material uncertainty related to
going concern
In forming our opinion on the financial
statements, which is not modified,
we have considered the adequacy of
the disclosure made in note 2 to the
financial statements concerning the
Group’s and the Company’s ability
to continue as a going concern. The
Company held a continuation vote in
February 2023, which did not pass.
At the Annual General Meeting of the
Company (the “AGM”) held on 14 June
2023, Shareholders voted in favour of the
Company’s change of investment policy
(the “New Investment Policy”). Following
the AGM, and in accordance with the New
Investment Policy, the Company entered
a continuation and managed run-off of its
portfolio (“Managed Run-Off”), meaning
that it is not making any new investments
(save for the limited circumstances asset
out in the New Investment Policy) and its
investing activity is solely in respect of
funding legal commitments to existing
investments. The Company is operating
currently under a Managed Run-Off with
the term of some of the Company’s assets
being of several years. 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. These
conditions, along with the other matters
explained in note 2 to the financial
statements, indicate the existence of
a material uncertainty which may cast
significant doubt about the Group’s and
the Company’s ability to continue as a
going concern. The financial statements
do not include the adjustments that
would result if the Group and the
Company were unable to continue as a
going concern.
In auditing the financial statements, we
have concluded that the Directors’ use
of the going concern basis of accounting
in the preparation of the financial
statements is appropriate.
Our evaluation of the Directors’
assessment of the Group’s and the
Company’s ability to continue to adopt
the going concern basis of accounting
included:
— Obtained the Directors’ going
concern assessment and
corroborated key assumptions to
underlying documentation and
ensured this was consistent with our
audit work in these areas.
— Assessed the appropriateness of the
key assumptions used both in the
base case and downside scenarios,
including assessing whether we
considered the downside sensitivities
to be appropriately severe.
— Tested the integrity of the underlying
formulae and calculations within the
going concern and cash flow models.
— Considered the appropriateness
of the mitigating actions available
to the Directors in the event of the
downside scenario materialising.
Specifically, we focused on whether
these actions are within the Directors’
control and are achievable.
In relation to the Directors’ reporting on
how they have applied the UK Corporate
Governance Code, other than the
material uncertainty identified in note
2 to the financial statements, we have
nothing material to add or draw attention
to in relation to the Directors’ statement
in the financial statements about whether
the Directors considered it appropriate
to adopt the going concern basis of
accounting, or in respect of the Directors’
identification in the financial statements
of any other material uncertainties to the
Group’s and the Company’s ability to
continue to do so over a period of at least
twelve months from the date of approval
of the financial statements.
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF PARVUS ENERGY EFFICIENCY TRUST PLC
(formerly Aquila Energy Efficiency Trust Plc)
40
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
INDEPENDENT AUDITORS’ REPORT
CONTINUED
Key audit matter How our audit addressed the key audit matter
Valuation of investments held at fair value
through profit or loss (Group)
The Group holds energy efficient investments
through its subsidiaries Attika Holdings Limited
and SPV Project 2013 S.r.l. These underlying
investments held in Attika Holdings Limited and
SPV Project 2013 S.r.l. are either held at fair value
through profit or loss or at amortised cost. The
investments at fair value of the Group are £1,867k.
The fair value of the investments have principally
been valued on a discounted cash flow basis,
where not based on expected proceeds of sale
after the year end, which necessitates significant
estimates in respect of the forecasted cash flows
and discount rates applied. Determining the
valuation methodology and determining the
inputs and assumptions within the valuations are
subjective. This, combined with the significance of
the investments at fair value through profit or loss
balance in the consolidated statement of financial
position, meant that this was a key audit matter for
our current year audit.
We planned our audit to critically assess management’s assumptions
and the investment valuation models in which they are applied. We
have assessed whether the valuation methodology adopted for the
investments held at fair value through profit and loss was appropriate and
in line with accounting standards and industry guidelines. For a sample of
investments at fair value, we performed the following procedures:
— We tested the mathematical accuracy of the valuation models
— We challenged management about the rationale of any non-
observable inputs or significant estimates used in valuations and
obtained corroborative evidence such as signed contracts.
We concluded that the assumptions used in the valuations were
supportable in light of available evidence;
No material issues were identified in our audit testing.
Our responsibilities and the
responsibilities of the Directors with
respect to going concern are described
in the relevant sections of this report.
Our audit approach
Overview
Audit scope
— The Company invests in energy
efficient investments through its
investments in its subsidiaries,
Attika Holdings Limited and one
compartment of SPV Project 2013 S.r.l.;
— The Company is an Investment Trust
Company and had appointed Aquila
Capital Investmentgesellschaft
mbH (the “Investment Adviser”) to
manage its assets until their removal
on 10 April 2026 when the Company
became a self-managed alternative
investment fund, and;
— The financial statements are prepared
for the Group by Apex Listed
Companies Services (UK) Limited
(the “Administrator”) to whom the
provision of certain administrative
functions has been delegated. The
Group audit team performed all the
work and did not use component
auditors.
Key audit matters
— Material uncertainty related to going
concern
— Valuation of investments held at fair
value through profit or loss (Group)
— Carrying value of investments at
amortised cost (Group)
— Investment in subsidiary held at
fair value through profit or loss
(Company)
Materiality
— Overall Group materiality: £717,400
(2024: £1,393,300) based on 2% of
net assets.
— Overall Company materiality:
£681,500 (2024: £1,323,000) based
on 2% of net assets capped at 95% of
Group materiality.
— Performance materiality: £538,000
(2024: £1,044,000) (Group)
and £511,000 (2024: £992,000)
(Company).
The scope of our audit
As part of designing our audit, we
determined materiality and assessed
the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that,
in the auditors’ professional judgement,
were of most significance in the audit of
the financial statements of the current
period and include the most significant
assessed risks of material misstatement
(whether or not due to fraud) identified
by the auditors, including those
which had the greatest effect on: the
overall audit strategy; the allocation of
resources in the audit; and directing
the efforts of the engagement team.
These matters, and any comments we
make on the results of our procedures
thereon, were addressed in the context
of our audit of the financial statements
as a whole, and in forming our opinion
thereon, and we do not provide a
separate opinion on these matters.
In addition to going concern, described
in the Material uncertainty related
to going concern section above, we
determined the matters described
below to be the key audit matters to be
communicated in our report. This is not
a complete list of all risks identified by
our audit.
The key audit matters below are
consistent with last year.
Other InformationFinancialsGovernanceStrategic Report
41
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
INDEPENDENT AUDITORS’ REPORT
CONTINUED
How we tailored the audit scope
We tailored the scope of our audit to
ensure that we performed enough work
to be able to give an opinion on the
financial statements as a whole, taking
into account the structure of the Group
and the Company, the accounting
processes and controls, and the industry
in which they operate.
The Group consists of the Company
and its two subsidiaries in the UK and
Italy, Attika Holdings Limited and one
compartment of SPV Project 2013 S.r.l.
respectively. All three were determined
to be financially significant components
for the purposes of the Group audit. The
Group operates common processes and
controls in accounting for its investments
held at fair value through and profit and
loss and investments at amortised cost
and investment income. The related
balances were therefore audited by the
Group team in the UK and the Group
team was able to get sufficient coverage
over the components balances such that
there was no need for the involvement
of component auditors. As part of
designing our audit of the Company, we
determined materiality and assessed
the risks of material misstatement in
the financial statements. In particular,
we looked at where the Directors made
subjective judgements, for example
in respect of significant accounting
estimates that involved making
assumptions and considering future
events that are inherently uncertain.
Key audit matter How our audit addressed the key audit matter
Carrying value of investments at amortised
cost (Group)
As stated above, the Group holds energy efficient
investments through its subsidiaries Attika
Holdings Limited and through SPV Project 2013
S.r.l. These underlying investments held in Attika
Holdings Limited and SPV Project 2013 S.r.l. are
either held at fair value through profit or loss or
at amortised cost. The investments at amortised
cost of the Group are £26,565k. The amount is
net of the allowance for expected credit losses
in accordance with IFRS 9. The impairment
assessment requires estimates and judgements
to be applied by the Directors, especially around
expected credit loss allowance under IFRS 9, such
that changes to key inputs to the estimates and/or
judgements made may result in a material change
to the carrying value. These factors combined with
the significance of the investments at amortised
cost balance in the consolidated statement of
financial position, meant that this was a key audit
matter for our current year audit.
We understood and evaluated the methodology and assumptions
applied, by reference to IFRS 9 and industry practice, and tested the
techniques used, in determining the amortised cost and recognition of
any expected credit loss. For a sample of investments at amortised cost,
we performed the following procedures:
— We obtained confirmations of the investments or performed
alternative procedures such as agreeing to supporting
documentation, where applicable.
— We assessed key assumptions used, such as those relating to when a
significant increase in credit risk has occurred.
— We assessed the key parameters within the expected credit loss
model such as the probabilities of default and loss given default.
— We tested the mathematical accuracy of the amortised cost models.
No material issues were identified in our audit testing.
Investment in subsidiary held at fair value
through profit or loss (Company)
The Company’s investment in subsidiaries is
held at £17,947k split between an investment
in Attika Holdings Limited of £8,209k held at
cost less impairment and an investment in one
compartment of SPV Project 2013 S.r.l (the “Italian
SPV”) of £9,738k held at fair value through profit
or loss. The fair value of the Italian SPV as at 31
December 2025 has been determined through an
aggregation of the fair value of the Italian SPV’s
individual investments adjusted for the cash
and liabilities of the Italian SPV at 31 December
2025. The fair values of the Italian SPV’s individual
investments take account of projections of future
cash flows and discounts rates which seek to take
account of the risk profile of the counterparty,
and other areas of judgment. The valuation of
the investment in the Italian SPV was identified as
a key audit matter given the components of the
underlying valuation such as forecast cash flows
and discount rates are inherently subjective.
We obtained management’s calculations of the fair value of the
investment in the Italian SPV.
We performed the following procedures:
— Obtained the calculation for the fair value of the Italian SPV;
— Tested the mathematical accuracy of the calculation and agreed the
inputs to the supporting documentation; and
— In respect of the underlying investments in the Italian SPV, we agreed
the forecast cash flows to supporting documentation such as signed
contracts, tested the mathematical accuracy of the valuation models
and assessed the discount rates used.
Our testing did not identify any evidence of material misstatement.
42
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
INDEPENDENT AUDITORS’ REPORT
CONTINUED
The impact of climate risk on
our audit
As part of our audit we made enquiries
of management to understand the
extent of the potential impact of climate
risk on the Group’s and Company’s
financial statements, and we remained
alert when performing our audit
procedures for any indicators of the
impact of climate risk. Our procedures
did not identify any material impact as a
result of climate risk on the Group’s and
Company’s financial statements.
Materiality
The scope of our audit was influenced
by our application of materiality. We
set certain quantitative thresholds
for materiality. These, together with
qualitative considerations, helped us
to determine the scope of our audit
and the nature, timing and extent of
our audit procedures on the individual
financial statement line items and
disclosures and in evaluating the effect
of misstatements, both individually and
in aggregate on the financial statements
as a whole.
Based on our professional judgement,
we determined materiality for the
financial statements as a whole as
follows:
Financial statements –
Group
Overall
materiality
£717,400 (2024: £1,393,300).
How we
determined it
2% of net assets
Rationale for
benchmark
applied
Net assets are deemed to be
the appropriate benchmark
because the Group’s
performance is measured on
its net asset value.
Financial statements –
Company
Overall
materiality
£681,500 (2024: £1,323,000).
How we
determined it
2% of net assets capped at
95% of Group materiality
Rationale for
benchmark
applied
Net assets are deemed to be
the appropriate benchmark
because the Company’s
performance is measured on
its net asset value.
For each component in the scope of our
Group audit, we allocated a materiality
that is less than our overall Group
materiality. The range of materiality
allocated across components was
between £430,440 and £681,500.
Certain components were audited to
a local statutory audit materiality that
was also less than our overall Group
materiality.
We use performance materiality to
reduce to an appropriately low level the
probability that the aggregate of uncor-
rected and undetected misstatements
exceeds overall materiality. Specifically,
we use performance materiality in
determining the scope of our audit and
the nature and extent of our testing of
account balances, classes of transac-
tions and disclosures, for example
in determining sample sizes. Our
performance materiality was 75% (2024:
75%) of overall materiality, amounting
to £538,000 (2024: £1,044,000) for the
Group financial statements and £511,000
(2024: £992,000) for the Company
financial statements.
In determining the performance
materiality, we considered a number of
factors - the history of misstatements,
risk assessment and aggregation risk
and the effectiveness of controls –
and concluded that an amount at the
upper end of our normal range was
appropriate.
We agreed with the Audit and Risk
Committee that we would report to them
misstatements identified during our
audit above £35,870 (Group audit) (2024:
£69,665) and £34,000 (Company audit)
(2024: £66,182) as well as misstatements
below those amounts that, in our view,
warranted reporting for qualitative
reasons.
Reporting on other information
The other information comprises all of
the information in the Annual Report
other than the financial statements
and our auditors’ report thereon. The
Directors are responsible for the other
information. Our opinion on the financial
statements does not cover the other
information and, accordingly, we do not
express an audit opinion or, except to
the extent otherwise explicitly stated
in this report, any form of assurance
thereon.
In connection with our audit of the
financial statements, our responsibility
is to read the other information and, in
doing so, consider whether the other
information is materially inconsistent
with the financial statements or our
knowledge obtained in the audit, or
otherwise appears to be materially
misstated. If we identify an apparent
material inconsistency or material
misstatement, we are required to
perform procedures to conclude
whether there is a material misstatement
of the financial statements or a material
misstatement of the other information. If,
based on the work we have performed,
we conclude that there is a material
misstatement of this other information,
we are required to report that fact. We
have nothing to report based on these
responsibilities.
With respect to the Strategic Report and
Directors’ Report, we also considered
whether the disclosures required by
the UK Companies Act 2006 have been
included.
Based on our work undertaken in the
course of the audit, the Companies Act
2006 requires us also to report certain
opinions and matters as described
below.
Strategic Report and Directors’
Report
In our opinion, based on the work
undertaken in the course of the audit,
the information given in the Strategic
Report and Directors’ Report for the year
ended 31 December 2025 is consistent
with the financial statements and has
been prepared in accordance with
applicable legal requirements.
In light of the knowledge and
understanding of the Group and
Company and their environment
obtained in the course of the audit,
we did not identify any material
misstatements in the Strategic Report
and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’
Remuneration Report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Corporate governance
statement
The Listing Rules require us to review
the Directors’ statements in relation to
going concern, longer-term viability and
that part of the corporate governance
statement relating to the Company’s
compliance with the provisions of
Other InformationFinancialsGovernanceStrategic Report
43
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
the UK Corporate Governance Code
specified for our review. Our additional
responsibilities with respect to the
corporate governance statement as
other information are described in the
Reporting on other information section
of this report.
Based on the work undertaken as part
of our audit, we have concluded that
each of the following elements of the
corporate governance statement,
included within the Strategic Report
and Directors’ Report is materially
consistent with the financial statements
and our knowledge obtained during
the audit, and, except for the matters
reported in the section headed ‘Material
uncertainty related to going concern’,
we have nothing material to add or draw
attention to in relation to:
— The Directors’ confirmation that they
have carried out a robust assessment
of the emerging and principal risks;
— The disclosures in the Annual Report
that describe those principal risks,
what procedures are in place to
identify emerging risks and an
explanation of how these are being
managed or mitigated;
— The Directors’ statement in the
financial statements about whether
they considered it appropriate to
adopt the going concern basis of
accounting in preparing them, and
their identification of any material
uncertainties to the Group’s and
Company’s ability to continue to do
so over a period of at least twelve
months from the date of approval of
the financial statements;
— The Directors’ explanation as to
their assessment of the Group’s and
Company’s prospects, the period
this assessment covers and why the
period is appropriate; and
— The Directors’ statement as to
whether they have a reasonable
expectation that the Company will
be able to continue in operation and
meet its liabilities as they fall due
over the period of its assessment,
including any related disclosures
drawing attention to any necessary
qualifications or assumptions.
Our review of the Directors’ statement
regarding the longer-term viability of the
Group and Company was substantially
less in scope than an audit and only
consisted of making inquiries and
considering the Directors’ process
supporting their statement; checking
that the statement is in alignment
with the relevant provisions of the UK
Corporate Governance Code; and
considering whether the statement is
consistent with the financial statements
and our knowledge and understanding
of the Group and Company and their
environment obtained in the course of
the audit.
In addition, based on the work
undertaken as part of our audit, we have
concluded that each of the following
elements of the corporate governance
statement is materially consistent
with the financial statements and our
knowledge obtained during the audit:
— The Directors’ statement that they
consider the Annual Report, taken
as a whole, is fair, balanced and
understandable, and provides
the information necessary for the
members to assess the Group’s and
Company’s position, performance,
business model and strategy;
— The section of the Annual Report that
describes the review of effectiveness
of risk management and internal
control systems; and
— The section of the Annual Report
describing the work of the Audit and
Risk Committee.
We have nothing to report in respect
of our responsibility to report when
the Directors’ statement relating to the
Company’s compliance with the Code
does not properly disclose a departure
from a relevant provision of the Code
specified under the Listing Rules for
review by the auditors.
Responsibilities for the
financial statements and the
audit
Responsibilities of the directors
for the financial statements
As explained more fully in the Statement
of Directors’ Responsibilities in respect
of the financial statements, the Directors
are responsible for the preparation of
the financial statements in accordance
with the applicable framework and for
being satisfied that they give a true
and fair view. The Directors are also
responsible for such internal control as
they determine is necessary to enable
the preparation of financial statements
that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing
the Group’s and the Company’s ability to
continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern
basis of accounting unless the Directors
either intend to liquidate the Group or
the Company or to cease operations, or
have no realistic alternative but to do so.
Auditors’ responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditors’
report that includes our opinion.
Reasonable assurance is a high level
of assurance, but is not a guarantee
that an audit conducted in accordance
with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud
or error and are considered material
if, individually or in the aggregate,
they could reasonably be expected
to influence the economic decisions
of users taken on the basis of these
financial statements.
Irregularities, including fraud, are
instances of non-compliance with laws
and regulations. We design procedures
in line with our responsibilities, outlined
above, to detect material misstatements
in respect of irregularities, including
fraud. The extent to which our
procedures are capable of detecting
irregularities, including fraud, is detailed
below.
Based on our understanding of the
Group and industry, we identified that
the principal risks of non-compliance
with laws and regulations related
to the ongoing qualification as an
Investment Trust under Section 1158 of
the Corporation Tax Act 2010, and we
considered the extent to which non-
compliance might have a material effect
on the financial statements. We also
considered those laws and regulations
that have a direct impact on the financial
statements such as the Companies Act
2006. We evaluated management’s
incentives and opportunities for
fraudulent manipulation of the financial
statements (including the risk of
override of controls), and determined
that the principal risks were related to
posting inappropriate journal entries
to increase profit or to increase total
shareholders’ funds, and management
bias in accounting estimates, such as
the valuation of investments held at fair
value through profit or loss or carrying
value of investments held at amortised
INDEPENDENT AUDITORS’ REPORT
CONTINUED
44
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
cost less expected credit losses.
Audit procedures performed by the
engagement team included:
— Enquires with the Board of Directors,
Investment Adviser and the
Administrator, over consideration of
known or suspected instances of non-
compliance with laws and regulations
and fraud;
— Challenging assumptions and
judgements made by the Board of
Directors, the Investment Adviser
and the Consultants in their
significant accounting estimates, in
particular, in relation to the valuation
of investments held at fair value
through profit or loss and carrying
value investments held at amortised
cost less expected credit losses (see
related key audit matters above);
— Identifying and testing journal entries
made throughout the year as well as
those made as part of the year end
reporting process;
— Reviewing relevant meeting minutes,
including those of the Board of
Directors and Audit and Risk
Committee;
— Assessment of the Company’s
compliance with the requirements of
Section 1158 of the Corporation Tax
Act 2010;
— Reviewing the financial statements
disclosures to underlying supporting
documentation; and
— Designing audit procedures to
incorporate unpredictability around
the nature, timing or extent of our
testing.
There are inherent limitations in the audit
procedures described above. We are
less likely to become aware of instances
of non-compliance with laws and
regulations that are not closely related
to events and transactions reflected in
the financial statements. Also, the risk of
not detecting a material misstatement
due to fraud is higher than the risk
of not detecting one resulting from
error, as fraud may involve deliberate
concealment by, for example, forgery
or intentional misrepresentations, or
through collusion.
Our audit testing might include testing
complete populations of certain
transactions and balances, possibly
using data auditing techniques.
However, it typically involves selecting
a limited number of items for
testing, rather than testing complete
populations. We will often seek to target
particular items for testing based on
their size or risk characteristics. In other
cases, we will use audit sampling to
enable us to draw a conclusion about
the population from which the sample is
selected.
A further description of our
responsibilities for the audit of the
financial statements is located on
the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities. This
description forms part of our auditors’
report.
Use of this report
This report, including the opinions,
has been prepared for and only for
the Company’s members as a body in
accordance with Chapter 3 of Part 16
of the Companies Act 2006 and for no
other purpose. We do not, in giving
these opinions, accept or assume
responsibility for any other purpose or to
any other person to whom this report is
shown or into whose hands it may come
save where expressly agreed by our
prior consent in writing.
Other required reporting
Companies Act 2006 exception
reporting
Under the Companies Act 2006 we
are required to report to you if, in our
opinion:
— we have not obtained all the
information and explanations we
require for our audit; or
— adequate accounting records have
not been kept by the Company, or
returns adequate for our audit have
not been received from branches not
visited by us; or
— certain disclosures of Directors’
remuneration specified by law are not
made; or
— the Company financial statements
and the part of the Directors’
Remuneration Report to be audited
are not in agreement with the
accounting records and returns.
We have no exceptions to report arising
from this responsibility.
Appointment
We were first appointed by the
Company for the financial year ended
31 December 2021. Our uninterrupted
engagement covers 5 financial years.
Other matter
The Company is required by the
Financial Conduct Authority Disclosure
Guidance and Transparency Rules to
include these financial statements in an
annual financial report prepared under
the structured digital format required
by DTR 4.1.15R - 4.1.18R and filed on
the National Storage Mechanism of
the Financial Conduct Authority. This
auditors’ report provides no assurance
over whether the structured digital
format annual financial report has been
prepared in accordance with those
requirements.
Richard McGuire
(Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
London
23 April 2026
INDEPENDENT AUDITORS’ REPORT
CONTINUED
Other InformationFinancialsGovernanceStrategic Report
45
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
For the year ended 31 December 2025 | For the year ended 31 December 2024 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Notes | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | |
Losses on investments at fair value through profit or loss | 5 | ( | ( | ( | ( | ||
Unrealised gains/(losses) on derivatives | 5 | ( | ( | ||||
Realised (losses)/gains on derivatives | ( | ( | |||||
Net foreign exchange gains/(losses) | ( | ( | |||||
Investment income | 6 | ||||||
Investment advisory fees | 7 | ( | ( | ( | ( | ||
Impairment loss | 5 | ( | ( | ( | ( | ||
Administrative expenses | 8 | ( | ( | ( | ( | ||
(Loss)/profit before taxation | ( | ( | ( | ( | ( | ||
Taxation | 9 | ||||||
(Loss)/profit after taxation | ( | ( | ( | ( | ( | ||
(Losses)/earnings per share | 10 | ( | ( | ( | ( | ( |
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 on pages 54 to 74 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
46
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
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 on pages 54 to 74 form an integral part of these financial statements.
COMPANY STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Other InformationFinancialsGovernanceStrategic Report
47
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Notes
| As at | As at | ||
| 31 December | 31 December | ||
| 2025 | 2024 | ||
| £‘000 | £‘000 | ||
| Fixed assets | |||
Investments at fair value through profit or loss | 5 | ||
Investments at amortised cost | 5 | ||
Current assets | 12 | ||
Receivables | |||
Cash at bank and in hand | |||
Derivative financial instruments | |||
Creditors: amounts falling due within one year | 13 | ||
Payables | ( | ( | |
Derivative financial instruments | ( | ||
Net current assets | |||
Total assets less current liabilities | |||
Net assets | |||
| Capital and reserves | |||
Share capital | 14 | ||
Capital redemption reserve | 15 | ||
Special reserve | 15 | ||
Capital reserve | 15 | ( | ( |
Revenue reserve | 15 | ( | ( |
Total equity shareholders' funds | |||
Net asset value per share | 16 | ||
Number of shares in issue |
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 on pages 54 to 74 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
48
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
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 on pages 46 to 74 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 on pages 54 to 74 form an integral part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Other InformationFinancialsGovernanceStrategic Report
49
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
| For the year ended 31 December 2025 | |||||||
| Capital | |||||||
| Share | redemption | Special | Capital | Revenue | |||
| capital | reserve | reserve | reserve | reserve | Total | ||
| Notes | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | |
At 1 January 2025 | ( | ( | |||||
Dividends paid in the year | 11 | ( | ( | ||||
Profit/(loss) for the year | ( | ( | |||||
At 31 December 2025 | ( | ( | |||||
| For the year ended 31 December 2024 | Capital | ||||||
| Share | redemption | Special | Capital | Revenue | |||
| capital | reserve | reserve | reserve | reserve | Total | ||
| Notes | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | |
At 1 January 2024 | ( | ( | |||||
Repurchase and cancellation of the Company’s own shares following a Tender Offer | 14 | ( | ( | ( | |||
Expenses of Tender Offer | ( | ( | |||||
Dividend paid in the year | 11 | ( | ( | ||||
Loss for the year | ( | ( | ( | ||||
At 31 December 2024 | ( | ( |
The notes on pages 54 to 74 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
50
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
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, 50 0) – – (17, 50 0)
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 on pages 54 to 74 form an integral part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Other InformationFinancialsGovernanceStrategic Report
51
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Notes
| Year | Year | ||
| ended | ended | ||
| 31 December | 31 December | ||
| 2025 | 2024 | ||
| £‘000 | £‘000 | ||
| Operating activities | |||
Loss before taxation | ( | ( | |
| Adjustments for: | |||
Unrealised loss on investments | 5 | ||
Unrealised (gain)/loss on derivative instruments | 5 | ( | |
Realised loss on investments | 5 | ||
Impairment loss | 5 | ||
Net foreign exchange (gain)/loss | ( | ||
(Increase)/decrease in trade receivables | ( | ||
(Decrease)/increase in creditors: amounts falling due within one year | ( | ||
Interest receivable from amortised cost investments | 5 | ( | ( |
Net cash (outflow)/inflow from operating activities | ( | ||
| Investing activities | |||
Purchase of investments | 5 | ( | ( |
Repayment of investments | 5 | ||
Net cash inflow from investing activities | |||
| Financing activities | |||
Tender Offer payment | 14 | ( | |
Expenses of Tender Offer | ( | ||
Dividend paid | 11 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at the start of the year | |||
Effect of foreign currency exchange translation | ( | ||
Cash and cash equivalents at the end of the year |
The notes on pages 54 to 74 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
52
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
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, 50 0)
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 on pages 54 to 74 form an integral part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Other InformationFinancialsGovernanceStrategic Report
53
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
54
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
Other InformationFinancialsGovernanceStrategic Report
55
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
56
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
Other InformationFinancialsGovernanceStrategic Report
57
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
58
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
Other InformationFinancialsGovernanceStrategic Report
59
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
Level 1 | – | – |
Level 2 | – | – |
Level 3 – Investment in the Italian SPV | 9,738 | 29,351 |
Total | 9,738 | 29,351 |
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
60
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
31 December 2025 | 31 December 2024 | |||
| Carrying value | Fair value | Carrying value | Fair value | |
| £’000 | £’000 | £’000 | £’000 | |
Group investments held at amortised cost | 26,565 | 26,081 | 46,309 | 46,543 |
31 December 2025 | 31 December 2024 | |||||
| Gross carrying | Allowance | Net carrying | Gross carrying | Allowance | Net carrying | |
| amount | for ECL | amount | amount | for ECL | amount | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’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 |
Other InformationFinancialsGovernanceStrategic Report
61
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
| Stage 1 ECL | Stage 2 ECL | Stage 3 ECL | Total | |
| Year ended 31 December 2025 | £’000 | £’000 | £’000 | £’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 |
| Stage 1 ECL | Stage 2 ECL | Stage 3 ECL | Total | |
| Year ended 31 December 2024 | £’000 | £’000 | £’000 | £’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 |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
62
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| Group | £’000 | £’000 |
Investment interest income | 3,341 | 4,679 |
Bank interest | 507 | 718 |
Total investment income | 3,848 | 5,397 |
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| Company | £’000 | £’000 |
Investment interest income | 2,204 | 3,797 |
Bank interest | 288 | 406 |
Total investment income | 2,492 | 4,203 |
| Group and Company | Year ended 31 December 2025 | Year ended 31 December 2024 | ||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Investment advisory fee 1 | 454 | – | 454 | 647 | – | 647 |
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Audit services: | ||||||
fees payable for the statutory audit of the Company’s and consolidated financial | ||||||
statements 1 | 592 | – | 592 | 506 | – | 506 |
fees payable for the statutory audit of subsidiaries 2 | 29 | – | 29 | 27 | – | 27 |
Directors’ fees 3 | 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 |
Other InformationFinancialsGovernanceStrategic Report
63
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Company | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Audit services: | ||||||
fees payable for the statutory audit of the Company’s and consolidated financial | ||||||
statements 1 | 592 | – | 592 | 506 | – | 506 |
fees payable for the statutory audit of subsidiaries 2 | 29 | – | 29 | 27 | – | 27 |
Directors’ fees 3 | 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 |
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Corporation tax | – | – | – | – | – | – |
| Taxation | – | – | – | – | – | – |
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Company | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Corporation tax | – | – | – | – | – | – |
| Taxation | – | – | – | – | – | – |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
64
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’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 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Company | £’000 | £’000 | £’000 | £’000 | £’000 | £’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 | – | – | – | – | – | – |
Other InformationFinancialsGovernanceStrategic Report
65
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
| Year ended | Year ended | |
| 31 December | 31 December | |
| Group | 2025 | 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 |
| Year ended | Year ended | |
| 31 December | 31 December | |
| Company | 2025 | 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 |
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’000 | £’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 |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
66
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
31 December 2025 | 31 December 2024 | |||
| Group | Company | Group | Company | |
| Receivables | £’000 | £’000 | £’000 | £’000 |
Trade and other receivables | 111 | 79 | 80 | 56 |
Shareholder Loan receivable | – | 27,514 | – | 27,292 |
Total | 111 | 27,593 | 80 | 27,348 |
31 December 2025 | 31 December 2024 | |||
| Group | Company | Group | Company | |
| Derivative financial instruments | £’000 | £’000 | £’000 | £’000 |
Forward currency contracts | 274 | – | – | – |
31 December 2025 | 31 December 2024 | |||
| Group | Company | Group | Company | |
| Payables | £’000 | £’000 | £’000 | £’000 |
Intercompany balance with Attika Holdings Limited 1 | – | 10,859 | – | 2,443 |
Accrued expenses | 749 | 625 | 1,094 | 968 |
Unsettled trades | – | – | 43 | – |
Total | 749 | 11,484 | 1,137 | 3,411 |
31 December 2025 | 31 December 2024 | |||
| Group | Company | Group | Company | |
| Derivative financial instruments | £’000 | £’000 | £’000 | £’000 |
Forward currency contracts | – | – | 24 | – |
Other InformationFinancialsGovernanceStrategic Report
67
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2025 | 2024 | |
| Ordinary shares of 1p each, allotted, called-up and fully paid | £’000 | £’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 |
| Capital | ||||
| redemption | Special | Capital | Revenue | |
| reserve | reserve | reserve | reserve | |
| Group | £’000 | £’000 | £’000 | £’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) |
| Capital | ||||
| redemption | Special | Capital | Revenue | |
reserve 1 | reserve 2 | reserve 3 | reserve 4 | |
| Company | £’000 | £’000 | £’000 | £’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) |
| 31 December | 31 December | |
| 2025 | 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 |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
68
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
31 December 2025 | 31 December 2024 | |||||
| GBP | Eur | Total | GBP | Eur | Total | |
| Assets | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Cash and cash equivalents | 7,346 | 460 | 7,806 | 7, 358 | 7,0 59 | 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) |
31 December 2025 | 31 December 2024 | |||||
| GBP | Eur | Total | GBP | Eur | Total | |
| Assets | £’000 | £’000 | £’000 | £’000 | £’000 | £’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) |
Other InformationFinancialsGovernanceStrategic Report
69
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
31 December 2025 | 31 December 2024 | |||||
| Interest | Non-interest | Interest | Non-interest | |||
| bearing | bearing | Total | bearing | bearing | Total | |
| Assets | £’000 | £’000 | £’000 | £’000 | £’000 | £’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) |
31 December 2025 | 31 December 2024 | |||||
| Interest | Non-interest | Interest | Non-interest | |||
| bearing | bearing | Total | bearing | bearing | Total | |
| Assets | £’000 | £’000 | £’000 | £’000 | £’000 | £’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) |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
70
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
31 December 2025 | 31 December 2024 | |||
| +0.5% | -0.5% | +0.5% | -0.5% | |
| Change | Change | Change | Change | |
| Discount rate | £’000 | £’000 | £’000 | £’000 |
Valuation | (14) | 14 | (59) | 61 |
31 December 2025 | 31 December 2024 | |||
| +0.5% | -0.5% | +0.5% | -0.5% | |
| Change | Change | Change | Change | |
| Discount rate | £’000 | £’000 | £’000 | £’000 |
Valuation | (58) | 60 | (86) | 88 |
31 December 2025 | 31 December 2024 | |||
| -10.0% | +10.0% | -10.0% | +10.0% | |
| Change | Change | Change | Change | |
| Power price | £’000 | £’000 | £’000 | £’000 |
Valuation | – | – | (48) | 51 |
31 December 2025 | 31 December 2024 | |||
| -10.0% | +10.0% | -10.0% | +10.0% | |
| Change | Change | Change | Change | |
| Energy yield | £’000 | £’000 | £’000 | £’000 |
Valuation | (56) | 56 | (296) | 297 |
Other InformationFinancialsGovernanceStrategic Report
71
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
31 December 2025 | 31 December 2024 | ||||
| Group | Company | Group | Company | ||
| Rating | £’000 | £’000 | £’000 | £’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 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| Group | £’000 | £’000 |
A | 5,415 | 4,346 |
B | 14,177 | 33,865 |
C | 952 | 8,098 |
D | 6,021 | – |
26,565 | 46,309 |
| Corresponding | |
| S&P rating | |
| Group | range |
A | AAA to A- |
B | BBB+ to BBB- |
| C BB to CC | |
| D Default |
72
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
| 31 December | 31 December | |
| 2025 | 2024 | |
| Less than 1 year | less than 1 year | |
| Liabilities | £’000 | £’000 |
Payables | 749 | 1,137 |
Derivative financial instruments | – | 24 |
749 | 1,161 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| Less than 1 year | less than 1 year | |
| Liabilities | £’000 | £’000 |
Payables | 11,484 | 3,411 |
Other InformationFinancialsGovernanceStrategic Report
73
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
| Country of | |||||
Entity name and registered address | Effective ownership | Investment | incorporation | ||
| Attika Holdings Limited, Leaf B, 20th Floor, | 100% | HoldCo Subsidiary | United Kingdom | ||
| Tower 42, Old Broad Street, London, England, EC2N 1HQ | entity, which owns | ||||
| underlying | |||||
| investments | |||||
| Special purpose | |||||
| SPV Project 2013 S.r.l., Via Vittorio Betteloni, | 100% of the notes of | entity which owns | Italy | ||
2 | 20131, | Milan, Italy | one compartment | underlying | |
| investments. |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2025
74
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
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 afinancial 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%
ALTERNATIVE PERFORMANCE MEASURES (“APMs”)
Other InformationFinancialsGovernanceStrategic Report
75
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
GLOSSARY
AIC Association of Investment Companies.
Alternative Investment Fund or
“AIF”
An investment vehicle under AIFMD. Under AIFMD (see below) Parvus Energy Efficiency
Trust Plc is classified as an AIF.
Alternative Investment Fund
Managers Directive or “AIFMD”
A European Union directive which came into force on 22 July 2013 and has been
implemented in the UK.
Annual General Meeting or
“AGM”
A meeting held once a year which Shareholders can attend and where they can vote
on resolutions to be put forward at the meeting and ask directors questions about the
company in which they are invested.
the Company Parvus Energy Efficiency Trust Plc.
(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.
Dividend Income receivable from an investment in shares.
Ex-dividend date The date from which you are not entitled to receive a dividend which has been declared
and is due to be paid to Shareholders.
ECL Expected Credit Loss.
EMEA Europe, the Middle East and Africa.
ESCO Energy Service Company.
EU European Union.
Financial Conduct Authority or
“FCA”
The independent body that regulates the financial services industry in the UK.
Gearing A way to magnify income and capital returns, but which can also magnify losses. A bank
loan is a common method of gearing. See also “leverage” below.
Gearing effect The effect of borrowing on a company’s returns.
General Meeting ‘‘GM’’ A meeting which Shareholders can attend and where they can vote on resolutions to be
put forward at the meeting and ask directors questions about the Company in which they
are invested.
Gross Asset Value The sum of the value of the assets a Company owns.
the Group Parvus Energy Efficiency Trust Plc and its subsidiaries, Attika Holdings Limited and SPV
Project 2013 S.r.l.
GWh Gigawatt hour.
The Holdco Attika Holdings Limited (“AHL” or “Attika”).
IEA International Energy Agency.
Index A basket of stocks which is considered to replicate a particular stock market or sector.
Investment Company A Company formed to invest in a diversified portfolio of assets.
IPO Initial Public Offering.
Investment Trust An investment Company which is based in the UK and which meets certain tax conditions
which enables it to be exempt from UK corporation tax on its capital gains. The Company is
an investment trust.
76
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
IRR Internal rate of return.
Leverage An alternative word for “Gearing”.
Under AIFMD, leverage is any method by which the exposure of an AIF is increased
through borrowing of cash or securities or leverage embedded in derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between
the assets (excluding borrowings) and the net assets (after taking account of borrowing).
Under the gross method, exposure represents the sum of a Company’s positions
after deduction of cash balances, without taking account of any hedging or netting
arrangements. Under the commitment method, exposure is calculated without the
deduction of cash balances and after certain hedging and netting positions are offset
against each other.
Liquidity The extent to which investments can be sold at short notice.
Net assets or net asset value
(‘NAV’)
An investment Company’s assets less its liabilities.
NAV per Ordinary Share Net assets divided by the number of Ordinary Shares in issue (excluding any shares held in
treasury).
Ongoing charges A measure of the regular, recurring annual costs of running an Investment Company,
expressed as a percentage of average net assets.
Ordinary Shares The Company’s ordinary shares in issue.
Portfolio A collection of different investments held in order to deliver returns to Shareholders and to
spread risk.
Share buyback A purchase of a Company’s own shares. Shares can either be bought back for cancellation
or held in treasury.
Share price The price of a share as determined by a relevant stock market.
Total return A measure of performance that takes into account both income and capital returns. This
may take into account capital gains, dividends, interests and other realised variables over a
given period of time.
GLOSSARY CONTINUED
Other InformationFinancialsGovernanceStrategic Report
77
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
Directors (all non-executive)
Miriam Greenwood OBE DL (Chair)
Nicholas Bliss
David Fletcher
Janine Freeman
Registered Office
4th Floor
140 Aldersgate Street
London
England
EC1A 4HY
(Registered in England and Wales with
Company number. 13324616)
AIFM
FundRock Management
Company (Guernsey) Limited
(until 10 April 2026)
Sarnia House
Le Truchot
St Peter Port
Guernsey
GY1 1GR
Investment Adviser
Aquila Capital
Investmentgesellschaft mbH
(until 10 April 2026)
Valentinskamp 70
D-20335
Hamburg
Germany
Consultants
TrueNorth Venture Partners
GmbH and Alex Betts
(from 10 April 2026)
Dammstrasse 19
6300 Zug
Switzerland
Broker
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Administrator and Company
Secretary
Apex Listed Companies Services
(UK) Limited
4th Floor,
140 Aldersgate Street
London
EC1A 4HY
Registrar
Computershare Investor
Services Plc
The Pavilions
Bridgwater Road
Bristol BS99 6AH
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London
SE1 2RT
COMPANY INFORMATION
78
Parvus Energy Efficiency Trust Plc|Annual Report and Accounts 2025
(formerly Aquila Energy Efficiency Trust PLC)
parvus-energy-efficiency-trust.com
PARVUS ENERGY EFFICIENCY
TRUST PLC
4th Floor
140 Aldersgate Street
London EC1A 4HY
+44 20 3327 9720
Parvus Energy Efficiency Trust PLC(Formerly Aquila Energy Efficiency Trust PLC)Annual Report and Accounts for the year ended 31 December 2025