PMGR Premier Miton Global Renewables Trust Plc

PMGR SECURITIES 2025 PLC

Annual Financial Report for the period ended to 31 December 2024

The Directors present the Annual Financial Report of PMGR Securities 2025 PLC (the "Company") for the year ended 31 December 2024 (the "Annual Report").

A copy of the Annual Report will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Annual Report is also available to view and download from the Company's website, www.globalrenewablestrust.com/documents. References to page numbers are to those in the Annual Report and Accounts, available to view at the link above. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. For the purposes of complying with the Disclosure and Transparency Rules ("DTRs") and the requirements imposed on the Company through the DTRs, the Annual Report, as will be submitted to the National Storage Mechanism, contains the full text of the Auditors' Report at page 7, which is excluded from this announcement.

The information set out below does not constitute the Company's statutory accounts for the period ended 31 December 2024 but is derived from those accounts. Statutory accounts for the period ended 31 December 2024 will be delivered to the Registrar of Companies in due course. The Auditors have reported on those accounts: their report was (i) unqualified, ii) did include a reference to the going concern accounting policy disclosure, in relation to the Board's intention to liquidate the company upon repayment of the final capital entitlement of the zero dividend preference shares, to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

The following text is copied from the Annual Report & Accounts:

To provide Zero Dividend Preference Shares (“ZDP Shares”) with a predetermined final capital entitlement.

Gillian Nott OBE (Chair)

Victoria Muir

Melville Trimble

MUFG Corporate Governance Limited

Central Square, 29 Wellington Street

Leeds, LS1 4DL

United Kingdom

12964714

Registered in England and Wales

STRATEGIC REPORT

The Directors present the Annual Report and the Audited Financial Statements of PMGR Securities 2025 PLC, registered in England and Wales number 12964714 (the “Company”) for the year ended 31 December 2024. The Company’s registered office is Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Business Model and Strategy

The Company is a wholly-owned subsidiary of Premier Miton Global Renewables Trust PLC (the “Parent Company”).

The Company’s principal objective is to provide Zero Dividend Preference Shares (“ZDP Shares“) with a predetermined final capital entitlement. The principal activity of the Company is to be the issuer of ZDP Shares. The Parent Company has provided the Company with an Undertaking Agreement, that subject to the Parent Company having a sufficient level of assets, it will provide the Company with capital to enable the Company to meet its obligations to the ZDP Shares.

The key performance indicator of the Company is the ZDP Share Cover. This represents the extent to which the Parent Company’s Gross Assets less Current Liabilities are expected to cover the final capital entitlement of the ZDP Shares, taking into account both the level of assets at the balance sheet date and also expected capital charges over the remaining life of the ZDP Shares. Further details of the calculation may be found in the Report and Accounts of the Parent Company.

The ZDP Shares will have a final capital entitlement of 127.6111p on 28 November 2025, equivalent to a gross redemption yield of 5.00% from the date of issue, subject to there being sufficient capital in the Parent Company.

At 31 December 2024 the ZDP Share Cover was 1.89 times (31 December 2023: 2.26 times).

The principal financial risks the Company faces can be found in note 9 of the Financial Statements. The Board considers that the material financial risk the Company faces is the ability to repay the final capital entitlement of the ZDP Shares, which is dependent on the Parent Company having sufficient assets to cover the final capital entitlement of the ZDP Shares.

Under Section 414(a) of the Companies Act 2006 (the “Act”), the Company is required to include a statement describing how the Directors have performed their duty under Section 172 of the Act to promote the success of the Company, for the benefit of the shareholders, giving careful consideration to the wider stakeholders’ interests and the environment in which it operates. The Board notes that the Company provides a service, i.e. holds ZDP Shares on behalf of the Parent Company, as such the Directors discharge their responsibilities under Section 172 requirements for the Group as a whole. Further details of how the Directors have per formed their duty under Section 172 are contained within the Annual Report of the Parent Company. The full Annual Report can be found on the website, www.globalrenewablestrust.com/documents/.

The Board recognises the requirement under Section 414C of the Act to detail information about employees, environment, human rights and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. The Company has no employees and the Board is comprised entirely of non-executive Directors.

Day-to-day management of the Company and the Parent Company is delegated to the Investment Manager, details of the management agreement are set out in the Parent Company Annual Report.

The Company itself has no environmental, human rights or community policies. However, in carrying out its activities in relationships with external parties, by way of the Parent Company, the Company aims to conduct itself responsibly, ethically and fairly.

As the sole objective for the entity is to hold ZDP Shares, it is the Directors’ intention to cease trading and place the Company into liquidation following the settlement of the ZDP Shares on 28 November 2025.

For and on behalf of the Board

Chair

5 March 2025

DIRECTORS’ REPORT

The Directors present their Report and the audited Financial Statements of the Company for the year ended 31 December 2024. The Company’s registered office is Central Square, 29 Wellington Street, Leeds, LS1 4DL and the registered number is 12964714.

This section of the Directors’ Report provides a review of the Company’s business.

The Company has one class of share which carries no right to fixed income. The authorised and issued share capital of the Company is 50,000 Ordinary shares issued at £1 which have been 25% called.

The Company’s total assets comprise an amount of £17,405,000 (31 December 2023: £16,577,000) receivable from the Parent Company.

The result after taxation for the year amounted to £nil (31 December 2023: £nil). The Directors have not declared a dividend in respect of the period.

The Directors of the Company who were in office during the period and up to the date of signing the Financial Statements were:

Gillian Nott OBE (Chair)

Victoria Muir

Melville Trimble

The Company has a listing category of non-equity shares and non-voting equity shares in the UK and has not adopted the voluntary UK Corporate Governance Code issued by the Financial Reporting Council.

The Board meets at least quarterly to consider strategic affairs including the approval of the half-yearly report and the annual report and accounts.

In the Directors’ opinion, the interests of the Company and its shareholders are adequately covered by the governance procedures applicable to its Parent Company, Premier Miton Global Renewables Trust PLC. For example, the Parent Company’s Audit Committee considers the financial reporting procedures and oversees the internal control and risk management systems for the Group as a whole and the Directors see no benefit in convening a separate Audit Committee or any other committee for the Company. An overview of the Group’s internal control and risk management systems is set out in the Parent Company’s report and accounts.

The Directors consider that the Company will have sufficient funds, through funding from its Parent Company to meet its liabilities as they fall due. The Company has an agreement with its Parent Company, whereby the Parent Company has entered into an Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles.

It is the Directors’ intention to cease trading and to liquidate the Company as soon as practicable post the payment of the Final Capital Entitlement on 28 November 2025. Therefore, these accounts have been prepared on a basis other than as a going concern as the Directors have used a 12-month period, from the date of the approval of these financial statements, to assess the Company’s ability to continue as a going concern, such period extending beyond the date of the Final Capital Entitlement.

As with any company placing reliance on another group entity for financial support, the Directors acknowledge that there can be no certainty that the required support will be provided, however, at the date of approval of these Financial Statements, the Directors have no reason to believe that sufficient Parent Company support will not be provided. Further information is provided in note 2.1 of the Financial Statements.

During the year, the 2023 audit of the Company by HaysMac LLP was reviewed by the FRC’s Audit Quality Review team (‘AQR’) as part of the FRC’s regular inspection of audit firms. There were no ‘key findings’ reported in the inspection and only four ‘other findings’ were reported, which were not considered significant. HaysMac LLP has agreed on proposed actions with the FRC in relation to these limited improvements and has confirmed that these were incorporated into the planned procedures for the 2024 audit.

Further information on the Company’s financial instruments and the main risks arising from these are provided in note 9 of the Financial Statements.

The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

On 18 November 2024 the company’s auditor changed its name from haysmacintyre LLP to HaysMac LLP. HaysMac LLP has expressed their willingness to continue in office and in accordance with Section 487(2) of the Companies Act 2006, will be deemed to be reappointed. However, pursuant to Section 488 of the Act, any member(s) representing at least 5% of the Company’s total voting rights may prevent the deemed re-appointment by depositing a notice to that effect (either in hard copy or electronic format) not later than 28 days after the dispatch of the Annual Report and financial statements to members.

By order of the Board

Chair

5 March 2025

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Financial Statements for each financial year. Under that law, they have elected to prepare the Financial Statements in accordance with UK-adopted international accounting standards and applicable law.

Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing the Financial Statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
• state whether they have been prepared in accordance with UK-adopted international accounting standards;
• assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its Financial Statements comply with the Companies Act 2006. They are 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors’ Report that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Parent Company’s website. Legislation in the UK governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

We confirm that to the best of our knowledge:

• the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the Strategic and Directors’ Reports include a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

For and on behalf of the Board

Chair

5 March 2025

INCOME STATEMENT

The notes on pages 17 to 23 form part of these Financial Statements.

BALANCE SHEET

The notes on pages 17 to 23 form part of these Financial Statements.

STATEMENT OF CHANGES IN EQUITY

The notes on pages 17 to 23 form part of these Financial Statements.

CASH FLOW STATEMENT

The Company does not have its own bank account therefore a cash flow statement has not been prepared.

The notes on pages 17 to 23 form part of these Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

PMGR Securities 2025 PLC (the “Company”) was incorporated in England and Wales on 21 October 2020 and is a wholly owned subsidiary of Premier Miton Global Renewables Trust PLC (the “Parent”) which is an investment trust registered in England and Wales. The Company commenced operation on 30 November 2020 as part of the reconstruction of the Parent when it issued 14,217,339 new ZDP Shares.

The company’s principal objective is to provide the ZDP Shares with a predetermined final capital entitlement.

The Financial Statements are prepared for the year ended 31 December 2024.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparation – Other than as a Going Concern

The financial information for the year ended 31 December 2024 has been prepared in accordance with UK-adopted International Accounting Standards and the Companies Act 2006. The Directors consider that the Company will have sufficient funds, through funding from its Parent Company, to meet its liabilities as they fall due.

The Company has an agreement with its Parent Company, whereby the Parent Company has entered into an Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles and, while it remains liable to make any payment under this agreement, the Parent Company expect to meet all costs and expenses incurred in relation to the operation of the subsidiary.

The Board considered the Parent Company’s going concern assessment which focused on the liquidity of the Parent Company and its ability to provide support for the subsidiary for a period from the date of approval of these Financial Statements up to its liquidation which indicates that, taking account of reasonably possible downsides, the Company will have sufficient funds, through funding from its Parent Company, to meet its liabilities as they fall due for that period. As part of this assessment, the Board of the Parent Company has considered plausible downside scenarios as set out below:

2. A material fall in equity markets caused by increases in interest rates. The Parent Company’s investments may be subject to higher financial costs and adverse movements in valuation metrics as a result.
3. The impact of higher inflation on the ability of Parent Company’s investments held to maintain their earnings in real terms.
4. The volatility of energy and other relevant commodity prices which may result in changes to revenues in portfolio companies of the Parent Company.

As with any company placing reliance on another group entity for financial support, the Directors acknowledge that there can be no certainty that the required support will be provided, however, at the date of approval of these Financial Statements, the Directors have no reason to believe that sufficient Parent Company support will not be provided.

As noted in the strategic report (page 3), the Directors, having taken into account their intention to cease trading and place this Company into liquidation following the settlement of the ZDP Shares on 28 November 2025, have not prepared the financial statements on a going concern basis. The Directors do not consider that this change in the basis of preparation of financial statements would impact the measurement and recognition of assets and liabilities recognised in the financial statements. The financial statements do not include any provision for the future costs of terminating the business of the entity except to the extent that such costs were committed at the end of the reporting period. The Directors also consider that the Company will have sufficient funds, through funding from its Parent Company, to meet its liabilities as they fall due. The Parent Company has indicated its intention to continue to make available such funds as are required by the Company to meet its obligations.

The functional currency of the Company is Sterling as this is the currency of the primary economic environment in which the Company operates. Accordingly, the Financial Statements are presented in Sterling rounded to the nearest thousand pounds.

The Company does not have any bank account, movements are due to accruals of finance income and interest. Therefore the Company has opted not to present a Cashflow Statement.

At the date of authorisation of these Financial Statements the following relevant standards and amendments to standards, which have not been applied in these Financial Statements, were in issue but not yet effective:

• • • Amendment to IAS 21 ‘Lack of Exchangeability’ (effective for annual reporting periods beginning on or after 1 January 2025).

The Company does not believe that there will be a material impact on the Financial Statements or the amounts reported from the adoption of these standards.

In the current financial year, the Company has applied the following interpretations and amendments to standards: Amendments to IAS 1, IFRS 16, IAS 17, IAS 7 and IFRS 7 (effective for accounting periods beginning on or after 1 January 2024).

2.2 Use of Estimates

The preparation of Financial Statements requires the Company to make estimates and assumptions that affect the items reported in the Balance Sheet and Income Statement and the disclosure of contingent assets and liabilities at the date of the Financial Statements. Although these estimates are based on the Board’s best knowledge of current facts, circumstances, and to some extent, future events and actions, the Company’s actual results may ultimately differ from those estimates, possibly by a significant amount.

The area requiring the most significant judgment and estimation in the preparation of the Financial Statements is the accounting through the Income Statement of the Parent contribution to the Company to enable the Company to repay the ZDP shareholders on the repayment date. The Parent’s contribution towards the issue cost of the ZDP Shares and redemption proceeds has been treated through the Income Statement and recognised over the life of the Undertaking Agreement as the Company provides financing services to the Parent and in return is due to receive reimbursement of any costs and expense as and when they fall due. The policy for interest income, including the allocation and recognition of the Parent contributions, is set out in note 2.4 to the accounts.

In accordance with IAS 32, the accounting for financial instruments should be based on their substance than their legal form. The Directors have made a judgment that the ZDP Shares should be accounted for as a financial liability rather than as a component of the Company’s equity. This is due to the ZDP Shares having a fixed payment entitlement at a specified future date.

2.3 Segmental Reporting

The chief operating decision maker has been identified as the Board of the Company. The Board reviews the Company’s internal management accounts in order to analyse performance. The Directors are of the opinion that the Company is engaged in one segment of business, being the issue of ZDP Shares to fund the operation of the Parent Company and therefore no segmental reporting is provided.

2.4 Financial Income

The undertaking income is accrued on a time basis using the effective interest method, calculated by accreting the initial recognition of the inter-company amount at present value (amount and contribution by the Parent) to the final amount receivable at maturity.

The Parent’s contribution towards the issue costs of the ZDP Shares and redemption proceeds is accrued on a time basis, calculated by amortising the issue costs over the life of the Undertaking Agreement.

2.5 Zero Dividend Preference Shares

The ZDP Shares are classified as a financial liability and shown as a liability in the balance sheet. The ZDP Shares are initially measured at fair value being the proceeds of issue less transaction costs and are subsequently measured at amortised cost under the effective interest rate method.

The provision for compound growth entitlement of the ZDP Shares is recognised through the Income Statement and analysed as a finance cost.

2.6 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the balance sheet date.

Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the financial reporting date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the financial reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax assets and liabilities are measured at the rates applicable to the legal jurisdictions in which they arise.

2.7 Amounts due from Parent Company

The Parent has undertaken (i) to repay any contributions, and (ii) to reimburse the Company (by way of payment in advance, if required) any and all costs, expenses, fees or interest the Company incurs or is otherwise liable to pay to the holder of the ZDP Shares so as to enable the Company to pay the final capital entitlement of ZDP Shares on the redemption date. The amount owed in the accounts is based on the entitlements of the ZDP shareholders at the relevant date. The amounts due from Parent Company are accordingly accounted for at amortised cost, using the effective interest method and were assessed for credit risk under IFRS 9 and evaluated as having no significant credit risk. Therefore no amounts were recognised as an impairment provision, given expected credit loss is not considered material.

3. ADMINISTRATIVE EXPENSES

The Company’s administrative expenses are met by its Parent Company. The Company and Parent incurred a total audit fee of £77,000 payable to HaysMac LLP for the year ended 31 December 2024 which will be paid by the Parent Company. (31 December 2023: £80,000, of which £10,000 relates to the overrun costs from the 2022 audit paid to KPMG LLP and £70,000 paid to HaysMac LLP). The Company has no employees.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at 12:15 pm on Thursday, 24 April 2025, at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH to consider and, if thought fit, to pass the following resolutions 1 to 5 as Ordinary Resolutions and resolutions 6 and 7 as Special Resolutions:

2. To receive the Directors’ Report and Financial Statements for the year ended 31 December 2024, together with the report of the Audit thereon.
3. To re-elect Mrs Gillian Nott as a Director of the Company.
4. To re-elect Ms Victoria Muir as a Director of the Company.
5. To re-elect Mr Melville Trimble as a Director of the Company.
6. To re-appoint HaysMac LLP as Auditor of the Company and to authorise the Board to determine their remuneration.

Authority to allot Zero Dividend Preference Shares

7. THAT:
   2. the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot Zero Dividend Preference Shares of 1 pence each in the capital of the Company (“ZDP Shares”) up to an aggregate nominal amount of £200,000 such authority to expire at the conclusion of the next annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shares in pursuance of such an offer or agreement as if such authority had not expired; and
   3. the Directors of the Company be and are hereby generally empowered (pursuant to section 570 of the Act) to allot ZDP Shares for cash pursuant to the authority referred to in Resolution 6(a) above as if section 561 of the Act did not apply to any such allotment, such power to expire at the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require ZDP Shares to be allotted after such expiry and the Directors of the Company may allot equity securities in pursuance of such offer or agreement as if the power had not expired.

8. THAT the Company be and is hereby authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ZDP Shares, provided that:
   2. the maximum number of ZDP Shares authorised to be purchased is 14.99 per cent. of the issued ZDP Shares as at the date of the passing of the resolution;
   3. the minimum price which may be paid for a ZDP Share is 1 pence;
   4. the maximum price which may be paid for a ZDP Share is 110 per cent. of its accrued capital entitlement as at the business day immediately preceding the day on which the ZDP Share is purchased;

2. 5. subject to (e) below, ZDP Shares may only be purchased at prices below their prevailing accrued capital entitlement (as determined by the Directors of the Company in accordance with the Articles of Association of the Company (the “Articles”) as at a date falling not more than 10 days before the date of the relevant repurchase and taking into account the costs of the repurchase);
   6. notwithstanding (d) above, Ordinary Shares in the capital of Premier Miton Global Renewables Trust PLC (the “Parent”) and ZDP Shares may be repurchased (by the Parent and the Company respectively) in such proportions and at such prices so as to effect an increase in the net asset value per Ordinary share in the capital of the Parent (as determined by the directors of the Parent in accordance with the articles of association of the Parent as at a date falling no more than 10 days before the date of the relevant repurchases and taking into account the costs of the repurchases) and where:
      2. the Cover (as defined in the Articles) of the ZDP Shares would not be reduced below 1.75 times; or
      3. the Cover (as defined in the Articles) of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchases,

in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchases; and

2. 7. the authority hereby conferred shall expire on the earlier of the conclusion of the next annual general meeting of the Company and the date which is 18 months after the date on which this resolution is passed, unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may contract to purchase its ZDP Shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase its ZDP Shares in pursuance of such contract.

By order of the Board

Company Secretary

5 March 2025

REGISTERED OFFICE

Central Square, 29 Wellington Street

Leeds, LS1 4DL

United Kingdom

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING