Annual Financial Report

PMGR SECURITIES 2025 PLC

Annual Financial Report for the period ended to 31 December 2023

The Directors present the Annual Financial Report of PMGR Securities 2025 PLC (the "Company") for the year ended 31 December 2023 (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 2023 but is derived from those accounts. Statutory accounts for the period ended 31 December 2023 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:

PRINCIPAL OBJECTIVE

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

DIRECTORS

Gillian Nott OBE (Chair)

Victoria Muir

Melville Trimble

COMPANY SECRETARY AND REGISTERED OFFICE

Link Company Matters Limited 6th Floor, 65 Gresham Street London, EC2V 7NQ

United Kingdom

REGISTERED NUMBER

12964714

Registered in England and Wales

STRATEGIC REPORT

For the year ended 31 December 2023

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 2023. The Company’s registered office is 6th Floor, 65 Gresham Street, London, EC2V 7NQ.

Business Model and Strategy

Parent Company

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

Objective and principal activity

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.

Key performance indicator

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 2023 the ZDP Share Cover was 2.26 times (31 December 2022: 2.51 times).

Principal risks

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 which 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.

Final capital entitlement – the ZDP Shares offer a pre-determined rate of growth in capital entitlement to be paid on 28 November 2025.

Directors’ duties- section 172 statement

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 performed 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/

Employees, environmental, human rights and community issues

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.

Prospect, purpose and objective

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

      Gillian Nott OBE

Chair

6 March 2024

DIRECTORS’ REPORT

The Directors present their Report and the audited Financial Statements of the Company for the year ended 31 December 2023. The Company’s registered office is 6th Floor, 65 Gresham Street, London, EC2V 7NQ and the registered number is 12964714.

Business Review

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

Share capital

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.

Assets

The Company’s total assets comprise an amount of £16,577,000 (31 December 2022: £15,790,000) receivable from the Parent Company.

Retained earnings and dividend

The result after taxation for the year amounted to £nil (31 December 2022: £nil). The Directors have not declared a dividend in respect of the period.

Directors

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

Compliance with the UK Corporate Governance Code

The Company is a UK standard listed entity 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 are set out in the Parent’s report and accounts.

Going concern

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. 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’ intention is to cease trading and place the Company into liquidation following the settlement of the ZDP Shares on 28 November 2025. The Directors have considered the impact on the Company's going concern status and concluded it does not impact it as it falls outside of the going concern assessment period.

Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the Financial Statements and therefore have prepared the Financial Statements on a going concern basis.

Further information is provided in note 2.1 of the Financial Statements.

Financial risk management

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

Disclosure of information to auditors

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.

Reappointment of Auditors

In June 2023, the Parent Company’s Audit Committee tendered the Company’s external audit through a competitive tender process. Following this process, a recommendation was made to appoint Haysmacintyre LLP as the Auditor of the Company for the year ending 31 December 2023. The Parent Company’s Board approved the appointment in July 2023. Resolution 5 within the Company’s Notice of AGM set out on pages 23 to 24 seeks shareholder approval to re- appoint Haysmacintyre LLP as the Company’s Auditor and seeks authority for the Board of Directors of the Company to determine the Auditor’s remuneration for the year ending 31 December 2024.

By order of the Board

   Gillian Nott OBE

Chair

6 March 2024

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.

Responsibility statement of the Directors in respect of the annual financial report

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

  Gillian Nott OBE

Chair

6 March 2024

INCOME STATEMENT

For the year ended 31 December 2023

2023                   2022
Notes		£000	£000
Finance income		787	750
Finance costs	4	(787)	(750)
Results before taxation Taxation	5	––	––
Result for the year		–	–

All items derive from continuing operations; the Company does not have any other recognised gains or losses.

The notes on pages 16 to 22 form part of these Financial Statements.

BALANCE SHEET

at 31 December 2023

	Notes	31 December 2023 £'000	31 December 2022 £'000
Current assets
Amount due from Parent Company	6	50	50
Non current assets
Amount due from Parent Company	6	16,527	15,740
Total assets		16,577	15,790
Creditors: amounts falling due after more than one yearOther financial liabilities	7	(16,527)	(15,740)
Net assets		50	50
Equity attributable to Ordinary Shareholders
Share capital	10	50	50
Revenue reserve		–	–
Total equity attributable to Ordinary Shareholders		50	50

The Financial Statements on pages 12 to 22 of PMGR Securities 2025 PLC, company number 12964714, were approved by the Board on 6 March 2024 and were signed on its behalf by:

      Gillian Nott OBE

Chair

6 March 2024

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2023

	OrdinaryShareCapital	Revenue Reserve	Total
	£000	£000	£000
Balance at 31 December 2022	50		50
Issue of Ordinary shares	–	–	–
Result for the year	–	–	–
Balance at 31 December 2023	50		50
	Ordinary Share	Revenue
	Capital £000	Reserve £000	Total £000
Balance at 31 December 2021	–	–	–
Issue of Ordinary shares	50	–	50
Result for the year	–	–	–
Balance at 31 December 2022	50	–	50

CASHFLOW STATEMENT

for the year ended 31 December 2023

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

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2023

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 2023.

2.    SIGNIFICANT ACCOUNTING POLICIES

1. 2.1 Basis of Preparation

The financial information for the year ended 31 December 2023 has been prepared in accordance with UK-adopted International Accounting Standards and the Companies Act 2006. These comprise standards and interpretations of the International Accounting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee (“IASC”) that remain in effect. 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 of at least 12 months from the date of approval of these Financial Statements which indicate 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:

1. 1. 1. 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.
      2. The impact of higher inflation on the ability of Parent Company’s investments held to maintain their earnings in real terms.
      3. 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’ intention is to cease trading and place the Company into liquidation following the settlement of the ZDP Shares on 28 November 2025. The Directors have considered the impact on the Company's going concern status and concluded it does not impact it as it falls outside of the going concern assessment period. Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the Financial Statements and therefore have prepared the Financial Statements on a going concern basis.

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 IFRS 16 'Leases on sale and leaseback' (effective for accounting periods beginning on or after 1 January 2024).
    • Amendment to IAS 1 'Non-current liabilities with covenants' (effective for accounting periods beginning on or after 1 January 2024).
    • Amendment to IAS 7 and IFRS 7 'Supplier finance' (effective for accounting periods on or after 1 January 2024 - with transitional reliefs in the first year).
    • Amendments to IAS 21 'Lack of Exchangeability' (effective for accounting periods on or after 1 January 2024 - early adoption is available).

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:

IFRS 17, Amendments to IAS 8, IAS 12, IAS 1 and IFRS Practice Statement 2 (effective for accounting periods beginning on or after 1 January 2023).

There is no material impact on the Financial Statements or the amounts reported from the adoption of these amendments to the standards.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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 £80,000, of which £10,000 relates to the overrun costs from 2022 audit paid to KPMG LLP and £70,000 payable to Haysmacintyre LLP for the year ended 31 December 2023 which will be paid by the Parent Company (31 December 2022: £54,000). The Company has no employees.

4. FINANCE COSTS

	For the year ended 31 December 2023 £000	For the year ended 31 December 2022  £000
Provision for compound growth entitlement on ZDP Shares	787	750

5. TAXATION ON ORDINARY ACTIVITIES

	For the year ended 31 December 2023 £000	For the year ended 31 December 2022 £000
Taxation charge on ordinary activities Total tax charge for the period at 23.52%* (31 December 2022: 19.00%)	-	-

*With effect from 1 April 2023, the main rate of corporation tax increased from 19% to 25%, therefore the hybrid rate of 23.52% has been used.

There is no taxable income and deductible expense for the year ended 31 December 2023 and 31 December 2022.

6. AMOUNTS DUE FROM PARENT COMPANY

	31 December 2023 £000	31 December 2022 £000
Current assetsAmount due in respect of paid up issued share capital (see note 10)	13	13
Amount due in respect of issued share capital (see note 10)	37	37
Total current assets	50	50
Non-current assets
Amounts due from Parent Company in respect of ZDPs	16,527	15,740
Total non-current assets	16,527	15,740

Funds raised through the ZDP share issue after the deduction of issue costs totalled £14.2m. These funds have been transferred to the Parent Company under an Undertaking Agreement pursuant to which the Parent Company agrees to contribute to the Company such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, the final capital entitlement of the ZDP Shares (scheduled repayment date of 28 November 2025).

The Directors believe the carrying amount due from the Parent Company approximates its fair value.

7. OTHER FINANCIAL LIABILITIES

	31 December 2023 £000	31 December 2022 £000
14,217,339 Zero Dividend Preference Shares of £0.01	16,527	15,740

The accrued capital entitlement of each ZDP Share was 116.24p as at 31 December 2023 (31 December 2022: 110.71p).

8. ZERO DIVIDEND PREFERENCE SHARES

	31 December 2023 £000	31 December 2022 £000
Balance at start of period	14,217,339	14,217,339
Issued in the period	-	-
Balance at end of period	14,217,339	14,217,339

The Company issued 14,217,339 ZDP Shares at 100 pence per share on 30 November 2020. The ZDP Shares have an entitlement to receive a fixed cash amount on 28 November 2025, being the maturity date, of 127.61 pence per share, equivalent to a 5.0% per year compound increase over their life, but do not receive any dividends or income distributions.

The ZDP Shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. The ZDP Shares also carry the right to vote, as a class, on certain matters that relate to the activities of the Group.

The fair value of the ZDP Shares at 31 December 2023, based on the quoted bid price at that date, was £15,354,726 (31 December 2022: £15,283,639). The fair value of the ZDP Shares is classified as level 2 under the hierarchy of fair value measurements.

9. RISK MANAGEMENT

The Company’s only financial asset is an amount due from the Parent Company, Premier Miton Global Renewables Trust PLC, repayable on 28 November 2025 (see note 6).

The main risks arising from the Company’s financial instruments are market risk, liquidity risk and credit risk.

Market risk

The market risk comprises three elements – price risk, currency risk and interest rate risk.

Market risk is the possibility of financial loss to the Company arising from fluctuations in the value of investments held in its Parent Company, Premier Miton Global Renewables Trust PLC. There is no currency risk as there are no foreign currency transactions or balances, there is no interest rate exposure as interest rates are fixed and assets and liabilities are stated at amortised cost and there is no significant other price risk.

Liquidity risk

The liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities. The Company is not subject to significant liquidity risk and had no borrowings at any time during the year ended 31 December 2023 (31 December 2022: nil).

The Company’s only class of non-equity share capital in issue: ZDP Shares, which give shareholders the right to a repayment entitlement that accrues to provide a predetermined level of growth equivalent to a gross redemption yield of 5.0%, per annum based on the issue price of 100.00p on issue on 30 November 2020 up to the repayment date on 28 November 2025. The final capital entitlement payable at this date will be £18,142,902. The Company has an agreement with its Parent Company, Premier Miton Global Renewables Trust PLC, whereby the Parent Company has entered into the 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.

The Parent Company has given certain undertakings for the benefit of the Company and the ZDP Shareholders whilst the Parent Company remains liable to make any payment under the Undertaking Agreement.

Full repayment of the ZDP Shares is, however, subject to sufficient growth being generated in the portfolio of the Company’s Parent Company by the repayment date.

The contractual maturities of the Company’s financial liabilities at 31 December 2023, based on the earliest date on which payment can be required, were as follows:

	31 December 2023		31 December 2022
	Between one and five years £000	Total £000	Between one and five years £000	Total £000
Zero Dividend Preference Shares	18,143	18,143	18,143	18,143

     Credit risk

The credit risk is the possibility that the intra-group debtor will not be recovered. The Parent Company has indicated its intention to continue to make available such funds as required by the Company to meet its obligations, however, with any company placing reliance on another group entity for financial support, there is a risk of non-fulfilment and no certainty that the required support will be provided. There is no reason to believe that sufficient Parent Company support will not be provided and therefore credit risk is considered low, consequently the expected credit loss is considered insignificant and as such no impairment provision has been recognised by the Company.

10. SHARE CAPITAL

The Company has one class of Shares 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.

11. RELATED PARTIES

The Directors are all directors of the Parent Company and received no remuneration for their services to the Company during the year. The following administrative expenses have been incurred during the year by the Parent Company; Registrar’s fees of £9,000 (31 December 2022: £8,000), London Stock Exchange fees of £13,000 (31 December 2022: £13,000), and total audit fees of £80,000 (31 December 2022: £54,000), (note 3). The amount due from the Parent Company was £16,577,000 as at 31 December 2023 (31 December 2022: £15,790,000), (note 6).

12. PARENT COMPANY UNDERTAKING

The Company is a wholly owned subsidiary of its ultimate holding company and controlling party, Premier Miton Global Renewables Trust PLC, a company registered in England and Wales. The largest and smallest group in which the results of the Company are consolidated is that of which Premier Miton Global Renewables Trust Plc is the Parent Company. These Financial Statements therefore provide information about the Company as an individual undertaking. Copies of the Parent Company’s Annual Report may be obtained from the Company Secretary, Link Company Matters Limited, 6th Floor,65 Gresham Street London, EC2V 7NQ United Kingdom.

13. SUBSEQUENT EVENTS

There were no subsequent events.

NOTICE OF ANNUAL GENERAL MEETING

PMGR Securities 2025 PLC (the “Company”)

(Incorporated and registered in England and Wales with registered number 12964714)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at 12:15 pm on Thursday, 25 April 2024, 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:

Ordinary resolutions

1. To receive the Directors’ Report and Financial Statements for the year ended 31 December 2022, together with the report of the Audit thereon.
2. To re-elect Mrs Gillian Nott as a Director of the Company.
3. To re-elect Ms Victoria Muir as a Director of the Company.
4. To re-elect Mr Melville Trimble as a Director of the Company.
5. To re-appoint Haysmacintyre LLP as Auditor of the Company and to authorise the Board to determine their remuneration.

Special resolutions

Authority to allot Zero Dividend Preference Shares

6. THAT:
   1. 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

1. 2. 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.

Authority to repurchase the Company’s Zero Dividend Preference Shares

7. 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:
   1. 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;
   2. the minimum price which may be paid for a ZDP Share is 1 pence;
   3. 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

1. 4. 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);
   5. 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:
      1. the Cover (as defined in the Articles) of the ZDP Shares would not be reduced below 1.75 times; or
      2. 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. 6. 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

Link Company Matters Limited

Company Secretary

6 March 2024

REGISTERED OFFICE

6th Floor, 65 Gresham Street London, EC2V 7NQ

United Kingdom

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

1. Only those holders of Ordinary Shares registered in the Company are entitled to attend and vote at the meeting. Holders of ZDP Shares have the right to receive notice of general meetings of the Company but do not have any right to attend, speak and vote at any general meeting of the Company unless the business of the meeting includes any resolution to alter, modify or abrogate the special rights or privileges attached to ZDP Shares.

2. A member entitled to attend, vote, and speak at the meeting may appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the annual general meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A shareholder may not appoint more than one proxy to exercise the rights attached to any one share. A proxy need not be a shareholder of the Company.

3. To submit your proxy instructions, please complete the online form of proxy by logging on to www.signalshares.com and selecting PMGR Securities 2025 PLC. If you have not yet registered for the share portal you will need your investor code (IVC) which is detailed on your share certificate or is available by contacting our Registrar, Link Group via email at [e-mail] or calling on 0371 664 0300 or, if calling from overseas, on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Registrar is open between 09:00 - 17:30 p.m., Monday to Friday excluding public holidays in England and Wales. Alternatively, you can request a paper proxy form from Link Group using the contact details above and returning the completed form to the address shown on the form.

4. Any paper proxy form or other instrument appointing a proxy must be received by post to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL or (during normal business hours only) by hand at the offices of the Company’s registrars, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 12:15 pm on Tuesday, 23 April 2024.

5. The return of a completed proxy form or electronic vote, will not prevent a shareholder attending the annual general meeting and voting in person if he/she wishes to do so.

6. Unless otherwise indicated on the Form of Proxy or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

7. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the annual general meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

8. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

9. As at 6 March 2024 (being the latest practicable date prior to the publication of this Notice) the Company’s issued voting share capital consisted of 50,000 Ordinary Shares of £1 each, partly paid as to 25p each, all of which are held by the Parent Company. In addition, there are 14,217,339 ZDP Shares of £0.01 each with no voting rights attached.

10. To be entitled to attend and vote at the annual general meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business on Tuesday, 23 April 2024 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

11. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

12. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the annual general meeting; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

13. Members satisfying the thresholds have the right, under section 338 of the Companies Act 2006, to require the Company to give its members notice of a resolution which the shareholders wish to be moved at an annual general meeting of the Company. Additionally, members have the right under section 338A of the Companies Act 2006 to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the annual general meeting. The Company is required to give such notice of a resolution or include such matter once it has received requests from members representing at least 5% of the total voting rights of all the members who have a right to vote at the annual general meeting or from at least 100 members with the same right to vote who hold shares in the Company on which there has been paid up an average sum per member of at least £100. This request must be received by the Company not later than six weeks before the annual general meeting or, if later, the time at which notice is given of the annual general meeting. In the case of a request relating to section 338A of the Companies Act 2006, the request must be accompanied by a statement setting out the grounds for the request.

14. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so in writing to the Company Secretary at the registered office address or at: [e-mail]. No other methods of communication will be accepted. In particular, you may not use any electronic address provided either in this notice of meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.

15. The following documents will be available for inspection at the Company’s registered office during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the annual general meeting and at the place of the annual general meeting from 15 minutes prior to its commencement until its conclusion:

• • a copy of the Memorandum and Articles of Association of the Company; and
  • the Annual Report and Accounts for the year ended 31 December 2023.

16. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

17. A copy of this notice, and other information required by s311A of the Companies Act 2006, is available at the Investment Manager’s website: https://www.globalrenewablestrust.com

LEI Number: 213800J2XR8QTJ8Y6565

---

---