NewRiver REIT plc Annual Report and Accounts 2024

Positioned for

Annual Report and Accounts

2024

GROWTH

Real Retail Moments

Throughout the pages of this Annual Report, we are proud toshare snapshots of real moments of real shoppers and

employees of our operators, giving a glimpse of the people who use and rely upon our community assets, day in and dayout.

Find out more about our business on our website at www.nrr.co.uk

HIGHLIGHTS

High-quality portfolio

Occupancy Core Portfolio

98.0%

FY23: 96.7%

FY22: 95.6%

93%

of Total Portfolio

FY23: 88%

FY22: 85%

Total Property Return:

MSCI Outperformance

In-store sales growth

(Lloyds Bank Data)

+4.8%

FY23: +2.3%

FY22: +7.5%

+9.7%

year-on-year

Good leasing performance

Area

785,100

sq ft

FY23: 979,200 sq ft

FY22: 1,039,800 sq ft

Long-term transactions

+3.6%

vs ERV

FY23: +1.1%

FY22: +7.4%

Attractive, affordable space

Tenant retention rate

94%

Average rent

£11.82

per sq ft

FY23: 92%

FY22: 90%

FY23: £11.98

FY22: £11.74

Expanding Capital Partnerships

Underway to secure a new partner for UK retail parkjoint

venture to enable growth through co-investment, income

generation and asset management fees.

Fee Income:

£2.5m

FY23: £1.5m

FY22: £1.9m

Major regeneration planning application

submitted for Grays in November 2023

Underlying funds

from operations (UFFO)

UFFO per share

£24.4m

FY23: £25.8m

FY22: £20.5m

7.8p

FY23: 8.3p

FY22: 6.7p

IFRS profit / (loss) Dividend per share

£3.0m

FY23: £(16.8)m

FY22: £(26.6)m

6.6p

FY23: 6.7p

FY22: 7.4p

Portfolio valuation

performance

EPRA NTA

per share

-2.3%

FY23: -5.9%

FY22: -0.9%

115p

FY23: 121p

FY22: 134p

Loan to value Total accounting

return

30.8%

FY23: 33.9%

FY22: 34.1%

+0.5%

FY23: -4.6%

FY22: -6.6%

Net-Zero Pathway Progress

Reductions of -31% in Scope 1 and -16% in Scope

2 emissions in FY24 vs FY23

GRESB score improved to 72 from 70

Gold Level maintained for EPRA Sustainability

Best Practice Recommendations

1. UFFO and LTV reduced due to disposals completed in the last 24 months and

Covid related credits recognised in FY23

2. Retail only number, excluding Hawthorn pub business which was sold in

August2021

Real Retail Moments

Throughout the pages of this Annual Report, we are proud toshare snapshots of real moments of real shoppers and

employees of our operators, giving a glimpse of the people who use and rely upon our community assets, day in and dayout.

Find out more about our business on our website at www.nrr.co.uk

HIGHLIGHTS

High-quality portfolio

Occupancy Core Portfolio

98.0%

FY23: 96.7%

FY22: 95.6%

93%

of Total Portfolio

FY23: 88%

FY22: 85%

Total Property Return:

MSCI Outperformance

In-store sales growth

(Lloyds Bank Data)

+4.8%

FY23: +2.3%

FY22: +7.5%

+9.7%

year-on-year

Good leasing performance

Area

785,100

sq ft

FY23: 979,200 sq ft

FY22: 1,039,800 sq ft

Long-term transactions

+3.6%

vs ERV

FY23: +1.1%

FY22: +7.4%

Attractive, affordable space

Tenant retention rate

94%

Average rent

£11.82

per sq ft

FY23: 92%

FY22: 90%

FY23: £11.98

FY22: £11.74

Expanding Capital Partnerships

Underway to secure a new partner for UK retail parkjoint

venture to enable growth through co-investment, income

generation and asset management fees.

Fee Income:

£2.5m

FY23: £1.5m

FY22: £1.9m

Major regeneration planning application

submitted for Grays in November 2023

Underlying funds

from operations (UFFO)

UFFO per share

£24.4m

FY23: £25.8m

FY22: £20.5m

7.8p

FY23: 8.3p

FY22: 6.7p

IFRS profit / (loss) Dividend per share

£3.0m

FY23: £(16.8)m

FY22: £(26.6)m

6.6p

FY23: 6.7p

FY22: 7.4p

Portfolio valuation

performance

EPRA NTA

per share

-2.3%

FY23: -5.9%

FY22: -0.9%

115p

FY23: 121p

FY22: 134p

Loan to value Total accounting

return

30.8%

FY23: 33.9%

FY22: 34.1%

+0.5%

FY23: -4.6%

FY22: -6.6%

Net-Zero Pathway Progress

Reductions of -31% in Scope 1 and -16% in Scope

2 emissions in FY24 vs FY23

GRESB score improved to 72 from 70

Gold Level maintained for EPRA Sustainability

Best Practice Recommendations

1. UFFO and LTV reduced due to disposals completed in the last 24 months and

Covid related credits recognised in FY23

2. Retail only number, excluding Hawthorn pub business which was sold in

August2021

Strategic Report

Our business 2

Our market 4

Our business model 6

Our portfolio 8

Our platform 10

Our investment case 12

Chair’s statement 14

Chief Executive’s review 16

Key performance indicators 21

Market review 24

Portfolio review 32

Finance review 46

Stakeholder engagement 54

Our ESG approach 66

Taskforce for Climate-related Financial Disclosures 84

Principal risks and uncertainties 93

Viability statement 102

Non-financial and sustainability information statement 103

Governance Report 104

Financial Statements 150

ESG Data Sets & Appendix 195

Glossary and Company Information 199

1NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

A LEADING SPECIALIST

RETAIL REAL ESTATE

INVESTMENT TRUST

Our business

2 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strongest operational and financial position for 5 years

Our purpose is to own, manage and develop a portfolio of retail assets across the UK that provide

essential goods and services to local people, help support thriving communities and deliver

long-term premium returns for our shareholders.

Our portfolio is full, affordable and in demand

We are well-positioned for growth

Occupancy rate

Cash

Drawn debt cost fixed

at 3.5%

No maturity on drawn

debt until 2028

RCF extended

to Nov 2026+

Unsecured

balance sheet

Retention Rate

Net Debt : EBITDA

Affordable average rent

psqf

Interest Cover

Leasing activity

vs ERV

Loan to value

98%

£133.2m

94%

4.8x

£11.82

6.5x

+3.6%

30.8%

94.8%

95.8%

95.6%

96.7%

98.0%

20 21 22 23 24

£82.1

£154.3

£88.2

£111.3

£133.2

20 21 22 23 24

91%

87%

90%

92%

94%

20 21 22 23 24

7.7

14.6

4.6

4.9

4.8

20 21 22 23 24

£12.66

£11.51

£11.74

£11.98

£11.82

20 21 22 23 24

4.8

2.3

3.5

4.3

6.5

20 21 22 23 24

+0.8%

+0.6%

+7.4%

+1.1%

+3.6%

20 21 22 23 24

47.1

50.6

34.1

33.9

30.8

20 21 22 23 24

3NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

OUR MARKETPLACE

IS IN ITS BEST POSITION

FOR FIVE YEARS

Our market

• Consumers are still spending and

confidence continues to rise

• The retail occupational market is in

itsbestposition for at least five years

• Sentiment towards retail in the capital

markets is improving

Our market place

Consumers

Consumers are increasingly confident across

all metrics especially their view on their own

personal finances over the next 12 months,

resulting in continued spending. This is

underpinned by low unemployment, stable

house prices, excess saving and wage growth

outstripping inflation leading to growth in real

disposableincomes.

Consumer Personal Finance Outlook

GFK Consumer Confidence Index

(12 months to March 2024)

+20 points

Lloyds Bank Data on Customer Spend

(12 months to 31 March 2024)

+2.1%

Y-O-Y Retail Sales

Value Growth

+7.7%

Y-O-Y Supermarket

Sales Value Growth

4 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Occupiers

The retail occupational market is in its best

position for at least five years due to a number

of factors. Retailers are benefitting from robust

spending by the resilient consumer and there

has been limited retailer distress as much of

the corporate restructuring and portfolio

repositioning has already taken place.

Additionally, the true value of the physical

store has been demonstrated with

omnichannel retailers continuing to win online

market share from the pureplay operators.

Capital Markets

Investor demand for retail parks remains

strong given thehighly favourable supply/

demand imbalance which willlead to

consistent rental growth. Demand for

shoppingcentres has also recently improved,

with multiple bids being received for recently

available shopping centres, attracted by the

high incomereturn.

See pages 24 to 31 for more detail

Rental Growth (Savills, Q4 2023)

(12 months to December 2023)

+13.7%

Shopping Centres

+4.5%

Retail Parks

5NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

A DYNAMIC

BUSINESS MODEL

WITH GROWTH AT

ITS CORE

Our business model

People, Portfolio & Partnerships together with

Environment and Data & Systems

Our business model is delivered by an expert team, a resilient portfolio,

strong working relationships, data-driven insight and systems and

a commitment to sustainability.

Disciplined capital allocation

We assess the long-term resilience of our

assets,withcapital allocation decisions made by

comparing riskadjusted returns on our assets to

those available from otheruses of capital. Capital

allocation options include investing intoour portfolio,

acquiring assets in the direct real estate market and

share buybacks. Assets can be acquiredeither on our

balance sheet or in capital partnerships.

Leveraging our platform

We leverage our market leading platform to

enhance and protect income returns through

active asset management across our assets

and on behalf of our capital partnerships; the

latter also provide enhanced returns through

asset management fee income and the

opportunity to receive promote fees.

Flexible Balance Sheet

Our operating platform is underpinned

by a conservative, unsecured balance

sheet. We are focused on maintaining our

prudent covenant headroom position and

have access to significant cash reserves

which provide us with the flexibility to

pursue opportunities which support our

strategy forgrowth.

6 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

7NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

OUR FOCUSED RETAIL

PORTFOLIO IS OCCUPIED

BY SUCCESSFUL

OPERATORS WHO

RELYONAPHYSICAL

STORE NETWORK

Our portfolio

8 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

44%

24%

25%

Shopping centres – Core

Retail parks

Shopping centres – Regeneration

Shopping centres – Work Out & Other

Portfolio segmentation

Our Top 20 Retailers (by rental income)

Our retail portfolio, focused on providing essential goods and services to

local communities, continues to deliver a strong operational performance

reflecting the active occupational demand for affordable space at our assets

and demonstrating the underlying strength of our portfolio and our platform.

£1.3bn

Assets Under

Management

1,700

Occupiers

Community

Shopping

Centres

Conveniently

located retail

parks

£120m

Annual rent

* Our Assets Under Management includes assets on NewRiver’s balance sheet (100% value) and

those within ourthree capital partnerships

9NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

OUR PEOPLE,

PARTNERSHIPS AND

PORTFOLIO TOGETHER

WITH OURDATA &

SYSTEMSPROVIDE

AMARKET-LEADING

PLATFORM UNRIVALLED

IN THE SECTOR

Our platform

10 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

We have an expert team, empowered by data-driven

decision-making and performance-enhancing systems

Our People: Expert and motivated

team,recognised for the second

year running on the Sunday Times

Best Places to Work List 2024,

achievingExcellent in all criteria

Our Portfolio: Well-positioned,

geographically diverse portfolio with

record occupancy, high retention rate

and affordable space for our occupiers

Our Partnerships: We have excellent

working relationships with our key

stakeholders including our occupiers,

capital partners and investors

Our Data: Access to high quality

dataprovides deep insight and market

intelligence, including powerful customer

spend data, helping our decision-making

across capital deployment, leasing,

tenant mix, marketing, development

andrisk assessment

Our Systems: Robust systems,

technology and security allows for

real-time asset and occupier analysis,

helping improve asset business plans

Our Environment: Our committed ESG programme, aligned withindustry

bestpractice, allows us to manage the impact ofourassetson the natural

environment, and the impact of environmental changes on our assets,

underpinnedby sector-leading Governance

We manage assets on our own balance sheet as well as

leveraging our platform to manage assets on behalf of our

threecapital partnerships:

Institutional Sector:

M&G

Private Equity:

BRAVO

Local Authorities:

Canterbury City

Council

11NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

DELIVERING

ATTRACTIVE

LONG-TERM

RETURNS

Our investment case

12 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Our compelling investment case is focused on delivering long-term reliable and recurring returns,

by leveraging our unrivalled knowledge and experience of the consumer, retail and capital

markets. Our keydifferentiators are:

Our strategy aims to deliver a consistent 10% Total

Accounting Return in the medium term by focusing

exclusively on these activities

Expert

team & extensive

relationships

Sector

specialisation

Well-positioned

portfolio

Consistent

operational track

record

Strong

Balance Sheet

Data-driven

insight informs

decision making

Geographic scale Leveraging our

market leading

platform

Growth of capital

partnerships &

co-investment

13NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Well positioned with an

exceptional team

I am delighted to share my first statement as Chair of NewRiver having joined the

Board as Chair Designate on 21 March 2024, before succeeding Baroness Ford OBE

as Chair with effect from 30 May 2024.

NewRiver has a very high-quality portfolio and operating platform, a very

strongbalance sheet and most importantly an excellent team. All of these factors,

combinedwith the potential to increase shareholder value over the coming years,

attracted me to the Chair role. The business has shown tremendous resilience over

recent years and, we believe, is now positioned to grow, as evidenced by this year’s

financial results.

Chair’s statement

Lynn Fordham

Chair

14 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

We are pleased to announce a final dividend of 3.2 pence per

share, so confirming a total dividend for the year of 6.6 pence per

share, comfortably covered by Underlying Funds From Operations.

Given that the majority of our cash holdings are on deposit, earning

a blended return in excess of 5%, we have taken the decision to

increase our dividend payout this year, so that our shareholders

receive benefit as we wait to deploy our cash. Therefore, the

dividend for the year includes a total top-up of 0.4 pence per share.

We have made good progress in our aim to improve the overall

quality of our portfolio, predominantly by selling or repositioning the

Work Out portfolio. At the year end, the Work Out portfolio included

five assets, accounting for just 6% of our total portfolio valuation.

We intend to have fully exited our Work Out portfolio during

thenext financial year and already have made progress by

completingone further Work Out disposal post the year end.

The inherent value of our platform and the expertise of the team

extends beyond our own balance sheet and ably equips us to

manage assets on behalf of institutional, private equity and public

sector partners who seek to capitalise on our asset management

capabilities. During the year we expanded the Capital Partnership

we established with M&G Real Estate last year so that we now

manage a portfolio of 17 Retail Parks and two Shopping Centres

onits behalf. Capital Partnerships remain a key strategic focus

forNewRiver, and we are currently seeking a new long-term joint

venture partner to co-invest in a portfolio of Retail Parks, from

whichNewRiver will receive a share of rental income and

importantly an asset management fee.

NewRiver’s Governance and disclosure has been recognised

asmarket-leading, retaining 1

place in the GRESB Management

Module and improving our GRESB score to 72/100. Minimising

ourenvironmental impact requires a collegiate effort across

corporate, asset and community operations, and the business

continues to make great headway in this regard, notably reducing

Scope 1 and Scope 2 Emissions year on year. We are committed to

ensuring we are responsible investors in the communities in which

we operate, striving to provide an affordable range of goods and

services for local people, whilst protecting the environment around us.

I have been very impressed with NewRiver’s focus on people,

culture, data and systems, notably the commitment to empowering

the team and investing in data and technology to inform decision

making. The inclusive, professional culture and significant expertise

of the NewRiver team is a clear strength and I am encouraged to

report that many of the team have worked at NewRiver for between

5 and 10 years. This distinctive culture has been lauded for the

second year running by The Sunday Times, who included NewRiver

in their 2024 Best Places to Work list.

On behalf of my Board colleagues, I would like to take this

opportunity to express our heartfelt appreciation to Baroness Ford

OBE for her tremendous contribution to NewRiver since joining the

Board in 2017 and in particular, for her role as Chair since 2018.

Under Margaret’s stewardship and near-seven-year tenure on

theBoard, NewRiver has successfully navigated the considerable

headwinds of the pandemic, demonstrated its resilience and emerged

as a focused and specialist retail REIT positioned for growth.

I would like to thank our shareholders for their ongoing support,

andI look forward to meeting key stakeholders in the coming

weeks and months.

Lynn Fordham

Chair

20 June 2024

“I have been very impressed with NewRiver’s focus

on people, culture, data and systems, notably the

commitment to empowering the team and investing

in data and technology to inform decision making.”

15NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

From resilience to Growth

NewRiver is well positioned to deliver future earnings growth, underpinned by the

strongestoperational and financial position the business has been in for several years.

This position is supported by the fact that our underlying occupational market has

beensteadily improving over the last few years, our portfolio continues to perform well,

andour balance sheet is in excellent shape, providing future optionality for growth.

The implementation of key strategic decisions made over the last four years has allowed us to reshape our

business, progressing from resilience to sustainable growth. We ended our financial year in a strong position

having delivered another solid set of financial results, supported by an excellent operating performance, whilst

continuing to execute our strategy of expanding our Capital Partnerships, delivering on our core business activity

of market leading asset management and improving the quality of our portfolio through selective disposals.

Active demand for space in our portfolio has remained strong, supported by a broadly resilient consumer, and

demonstrating that the physical store network is essential for successful retailers, including those operators with an

omnichannel strategy. This is reflected in another good year of leasing performance both in terms of volume and

pricing, leading to an occupancy rate of 98% (FY23: 97%), the highest level we have recorded since NewRiver was

founded in 2009.

Chief Executive’s review

Allan Lockhart

Chief Executive

16 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Our portfolio is well positioned for a consumer that is increasingly

seeking value and convenience, and that, together with the quality

of our asset management platform, has resulted in Underlying

Funds From Operations (UFFO) of £24.4 million, equating to 7.8

pence on a per share basis. We have declared a final dividend of

3.2 pence per share bringing the total fully covered dividend for

FY24 to 6.6 pence per share, representing a payout of 85%,

compared to our usual payout of 80%. Dividends are an important

contributor to total shareholder returns and for FY24, NewRiver’s

total shareholder return was 11%.

Our strong operational performance resulted in excellent cash

generation as we ended the financial year with £133.2 million of

cash up from £111.3 million in March 2023. Together with our most

modest decline in valuation for several years, this resulted in Loan

to Value (‘LTV’) of 30.8%, an improvement on the March 2023

position of 33.9% and well within our guidance. As a result, our

EPRA Net Tangible Assets (NTA) per share at the full year was 115

pence, compared to 117 pence in September 2023 and 121 pence in

March 2023. We delivered a total accounting return of +0.5% during

FY24, compared to -4.6% in the prior year.

For the second consecutive year, our portfolio delivered a capital

return outperformance relative to both the MSCI All Property and

AllRetail indices reflective of the strength of our well-positioned

portfolio focused on essential goods and services. During the year

ended 31 March 2024, our portfolio delivered a capital return of

–3%, the majority of which was incurred in H1 and concentrated in

our regeneration portfolio. Pleasingly, our core shopping centres,

and retail parks delivered positive capital returns in FY24 and whilst

our Regeneration portfolio capital return was impacted in H1, we

saw a marked improvement in H2.

An Improving Market Place

Looking back over the financial year, the UK consumer has been

more resilient than financial markets were expecting and is now

experiencing wage growth in real terms. According to high-quality

customer spending data provided by Lloyds Bank, both retail and

supermarket spending delivered year-on-year sales value growth of

2.1% and 7.7% respectively for the year ended March 2024. This is a

solid result given that retail accounts for 25% ofLloyds Bank’s

26 million customers’ annual spend and supermarkets account for a

further 17%. This growth is despite consumers having to spend more

on mortgages +9.6%, council tax +7.8%, motor insurance +12.3% and

energy +10.8%. Other sectors that recorded strong spending growth

included travel +13.4% and restaurants +7.6%, albeit these

categories only account for 7% and 8% respectively of Lloyds

Bank’s annual customer spend.

UK consumers have so far been able to absorb the increased costs

due to higher inflation and interest rates through increased wages

which are now in excess of the rate of inflation, and seeking out

value when they shop. Additionally, job security, as measured by

low levels of unemployment, and the fact that consumers have

excess savings, have underpinned confidence levels.

The retail sector over the last seven years or so has had to navigate

significant challenges but in our opinion is arguably in its best

position for several years, this is for three reasons.

• Firstly, much of the corporate restructuring in the retail sector

hasalready taken place, as evidenced by the significant number

of CVAs and tenant administrations occurring between 2020

and2022. As a result, many of the weaker retailers have been

removed and, with that, the excess competition benefitting the

rest of the market.

• Secondly, most national retailers have applied a laser focus on

margin growth over the last ten years, not just volume growth,

bydelivering improved operational efficiency, including portfolio

repositioning. This has led to improved financial results, and a

great example of this is Marks & Spencer.

Our strategy

Our strategy aims to deliver a reliable and recurring

income led 10% Total Accounting Return and create

value for our stakeholders.

Environment

Lenders

Occupiers

Capital

Partners

Shareholders

Team

Local

Authorities

Communities

Our Stakeholders

Underpinned by clear pillars of execution:

• Highly collaborative working relationships

withourkeypartners and stakeholders

• A clear plan to help create thriving communities

in the towns where we are invested

• A committed sustainability strategy to minimise

our impact on the environment

• An expert team with opportunity to develop their careers

• Operational efficiency and excellence

• High-quality data and systems

• Maintaining a strong balance sheet

• Delivering consistent and attractive risk-adjusted returns

Our business model

1. Disciplined

capital allocation

3. Flexible

balance sheet

2. Leveraging

our platform

Our strategic progress this year:

• Maintaining a resilient retail portfolio

• Consistently strong operational performance

• Robust financial position

• Leveraging our platform

• Expanding Capital Partnerships

• Work Out exit progress

• Creating value through Regeneration

• Portfolio valuation outperformance

• Commitment to ESG

17NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Chief Executive’s review continued

• Thirdly, omnichannel retailers are gaining market share from pure

play online retailers. Omnichannel retailers have invested in fully

integrating their physical store network with their online channel,

and their digital capability in communicating and transacting with

their customers. This is positive for our sector as the physical

store is at the centre of omnichannel retailing, reflecting that

physical stores are the genuine last mile fulfilment and a

businesscritical channel for retail today and into the future.

Last year the capital markets continued to be influenced by the

elevated risk-free rate, increasing debt costs and the de-risking

ofdefined benefit pension schemes, all of which contributed to a

subdued transactional market and capital raising. This has persisted in

the first half of 2024, as investors wait for more evidence of pricing

adjustment before they deploy more capital. Recent positive news on

inflation and the corresponding impact for the future direction of

interest rates may lead to a pickup in investor sentimentin the

second half of 2024.

In line with the wider real estate market, transactional volumes were

down for both retail parks and shopping centres. That said, we have

recently seen an increase in investor demand for retail parks driven

by the highly favourable supply demand imbalance which will lead

to consistent rental growth. Investor demand for shopping centres

has also recently improved, with multiple bids being received for

recently available shopping centres, attracted by the high cash-on-

cash returns on offer.

Our Core Shopping Centres and Retail Parks

Delivering For Our Stakeholders

Our retail parks and shopping centres are performing well as

evidenced by high occupancy, high tenant retention rate and

another period of good leasing performance. The active demand

forspace we have seen for our Core Portfolio, which is broad

based, supports our operating metrics and this is reflective of our

portfolio positioning towards essential based retail and services, which

is the right place to be in a high interest and inflation environment.

This year, we have started working with Lloyds Bank, combining

high-quality consumer spending data with our retail market

expertise. NewRiver's analysis, informed by Lloyds Bank data, has

provided greater insight into the profile of our shoppers and

performance of our assets. To date, we have detailed customer

spending insights on assets representing 67% of our portfolio by

value, with the remaining analysis due to be carried out during the

remainder of 2024. Our analysis shows that for the year ending

31 March 2024, in-store retail sales increased by 10% relative to the

prior yearoutperforming the wider market, demonstrating that our

portfolio is proving consistently popular with our consumers.

Basedon the sales performance of our tenants within our portfolio

over the reporting period, our current occupational cost ratio is

8.8% which is highly affordable and which partly explains our

excellent leasing performance.

The success that our assets have had over the year in attracting

increased customer spend is clearly good for our tenants and

thishas translated into another year of strong leasing performance.

Over the year we completed 259,600 sq ft of leasing transactions

within our Core Shopping Centres on average +6.2% above valuers

ERV, which was the fourth consecutive financial year of positive

leasing spreads. We have also seen a steady improvement over

thelast three financial years of leasing transactions versus previous

passing rent, and aggregating those total leasing transactions, the

compound annual growth rate over the last three years was -0.5%

on a 10.0 year previous lease length which given the substantial

disruption the market has seen, is an excellent result.

The stability that we have in our Core Shopping Centres is also reflected

in the vacancy rate which at only 1.6% is the lowest level for four years.

Tenant retention at 92% and gross to net ratio at 93% remain high and

have consistently exceeded 90% over the same period.

Our Retail Parks are also delivering excellent operational

performance, whether that is vacancy at only 2.6%, tenant retention

rate at 100% and a gross to net ratio at 98%. Leasing transactions in

FY24 were positive versus valuer ERV and previous passing rent.

The compound annual growth rate for all aggregated leasing

transactions over the last three years versus previous passing

rentwas 2.2% on a 11.7 year previous lease length.

Regeneration Set to Deliver Positive Change

Ultimately, we are an investor in communities and through

ourRegeneration portfolio, we are able to deliver significant

improvements to ensure the communities that we are invested in

are able to thrive whether that is through new housing, job creation

or providing a great choice and experience. What is good for our

communities is also good for our shareholders as we are able to

deliver attractive returns from our regeneration activities.

In Burgess Hill, we are in discussions to form a joint venture to

deliver our regeneration project. Furthermore, terms have been

agreed with a major food discounter to pre-let the retail anchor

store, with a budget hotel operator for the proposed 89 bedroom

hotel and with a residential developer to sell part of the site. We

aretargeting to commence project works at the end of 2024. We

expect to deliver an IRR in excess of 15% and a yield on cost of 10%.

At Grays, we have submitted our planning application for a

comprehensive redevelopment of the 1970s shopping centre,

principally for residential, and we expect to receive a planning

consent by the end of 2024. Our asset management team has

beensuccessfully negotiating with many of our tenants to provide

flexibility to deliver future vacant possession. With a planning

consent and the ability to secure vacant possession, we will be

well-positioned to sell the asset to a specialist residential developer,

and we are aiming to achieve a successful sale in 2025. This will

then allow us to recycle the capital to deliver future earnings, and

given that we currently do not receive material rental income from

our asset in Grays, a successful completion of our project and the

recycling of our capital will deliver strong future earnings growth.

Marks and Spencer, Broadway

Square, Bexleyheath

18 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

At Bexleyheath, which comprises a shopping centre anchored

byMarks & Spencer and an adjacent retail park anchored by

Sainsbury’s, we have decided subsequent to the financial year end,

to defer our plans to deliver new residential homes to beyond

2029. Our decision was principally driven by the strong underlying

performance of the asset, with both the shopping centre and retail

park being fully let and trading exceptionally well. Our analysis,

informed by Lloyds Bank data on customer spend, shows a marked

increase in customer spending year-on-year. This means our

occupational cost ratio is highly favourable at 9.1%, and we believe

deferring our development plans at this time in the cycle will protect

this significant income stream.

Moving forward, and given our updated position on Bexleyheath, we

will move Bexleyheath out of our Regeneration Portfolio and into our

Core Shopping Centre and Retail Park portfolios. On that basis,

Regeneration will represent 5% of our total portfolio moving forward.

Work Out is Reducing

We completed two asset sales from our Work Out portfolio

duringthe year, with a third asset sale completing post year end.

Regarding the turnaround strategies within our Work Out portfolio,

we also completed two of these during the year, at our shopping

centres in Paisley and Wallsend, both of which have successfully

moved to our Core Shopping Centre portfolio and which we expect

will deliver high and sustainable income returns going forward.

Good progress was made in relation to the remaining two assets

subject to ongoing turnaround strategies. In Wisbech, we have

made progress in agreeing terms to re-anchor the centre which will

befurther enhanced by demolishing a two-deck car park to provide

anattractive open surface car park which will offer free car parking

forup to three hours to support the existing retail offer.

In Cardiff, a detailed planning application was submitted post year

end to repurpose this predominately vacant shopping centre for an

80,000 square foot multi-entertainment centre that will include

numerous social competitive offers as well as a range of food and

beverage provisions. Once we have secured planning consent and

finalised the leasing terms to the proposed operator, we expect to

be in a position to commence the project works by the end of 2024,

and upon completion will deliver a significant net operating income

increase and the capital expenditure investment we will be making

is estimated to deliver a long-term IRR of +10%.

Whilst we have made significant progress in working through our

Work Out portfolio, which today accounts for only 6% of our total

portfolio, down from 11% in March 2023, we now anticipate to have

fully exited our work out portfolio in FY25 instead of FY24, and are

planning two further sales with a combined value of £6 million, and

the completion of the projects in Cardiff and Wisbech.

Scaling Up Capital Partnerships

Today, NewRiver owns and/or manages a portfolio of £1.3 billion,

ofwhich 60% is owned by our capital partners. We are collecting

inexcess of £120 million per annum of rent from over 1,700 tenants

across 28 shopping centres and 29 retail parks. We believe that our

geographical representation, together with our customer, retailer

and capital market insights, is unrivalled.

Commercial real estate in the UK is becoming more operational

which has been the case for retail real estate for several years.

Toensure that we have been able to deliver the best performance

from our own balance sheet assets over the years, we have

invested in our infrastructure, including people, data and systems.

Our strategy to expand our Capital Partnerships business is no

different to Amazon’s strategy in opening up their logistics network,

which they have built up to ensure the best service to Amazon’s

customers, to third party merchants in return for fee income.

Ultimately, we are a specialist asset backed operating platform,

withlimited competition that can credibly match the high-quality asset

management services that we offer and the ability to co-invest. With

this in mind, we believe that today our Capital Partnership business,

with recurring annualised earnings of £2.5 million is scalable, and

are very confident of our long-term growth potential to deliver

significant earnings growth in a capital light way.

We are seeking a new partner to form a long-term joint venture to

build up a high-quality retail park portfolio for which we believe the

investment case is compelling and the scale of the opportunity is

significant. We are targeting a raise of £200 million of private capital

from ‘core plus’ investors, and meetings with potential partners

commenced earlier this year. Initial engagement with investors

hasbeen positive and we are encouraged by the feedback to date,

which endorses NewRiver as a high quality asset manager and

demonstrates that many ‘core plus’ investors recognise that they

are underweight in retail and are increasingly deploying capital

intothe commercial real estate markets via specialist asset backed

operating platforms. This is significant given that circa 90% of global

real estate is invested through the private capital markets, and we

are positioning ourselves well to capitalise on this opportunity.

Regeneration is a growing area of the market reflecting that it is a key

priority of the main political parties in the UK, and thus significant public

capital is being made available. In response to this, we are currently

working on creating a public/private partnership model that willhave all

the sector-specific experience and expertise to successfully deliver real

estate regeneration projects. We have made good progress, and once in

place, this will be a key delivery vehicle for Local Authorities to joint

venture with to deliver regeneration projects in their own town centres.

NewRiver would provide some modest co-investment and high-quality

asset and development management services.

We are genuinely excited about and confident in our capital

partnership growth prospects, and we believe that in the medium

term we have the potential to double the annualised fee income

that we are currently generating and deliver attractive returns on

the modest capital that we will invest. Beyond the medium term,

wesee no reason why we cannot continue to deliver significant

earnings growth from capital partnerships.

Great People, Great Data and Great Systems

Retail is a fast moving and dynamic market and as such has become

highly operational for both owners and occupiers of retail real estate. For

several years now, we have continued to invest in our people, data and

systems which we believe allows us to make better decisions, improves

our operational efficiency and delivers market leading performance.

We have a fantastic culture at NewRiver with a passionate team of

people with considerable experience and expertise in real estate

and finance. We do not take our carefully nurtured culture for

granted as we continuously invest to ensure that we have the most

talented, agile and happy team we possibly can.

We are strong believers that access to high quality data allows us to

make better decisions whether that relates to capital deployment,

leasing, tenant mix, marketing, car parking pricing or overall risk

assessment of assets. We know that many of our occupiers are also

using data to enhance their customer experience and we believe that it

is important that we also have a great insight into the millions of

customers that visit our assets.

19NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

The most important data, in our opinion, is customer spending which is

why we have started working with Lloyds Bank to combine high-quality

consumer spending data with our retail market expertise. So far, we now

have access to quarterly spending data on 67% of our portfolio by value.

This data provides us with a store-by-store sales turnover, including the

online contribution from that store, where customers are coming from

and where they are not, frequency ofvisits, average transaction values, a

demographic profile of customers and interestingly, on average where

customers tend to make their first purchase, their second purchase and

beyond. The application and analysis of this data touches almost every

asset management decision that we make and therefore will significantly

enhance our capabilities to make the right decisions in the future to

further enhance our asset business plans.

Handling a greater volume of data to inform decision-making

processes requires highly organised and increasingly automated

systems. Several years ago, we invested in a fully integrated property

management and accounting system which is our single source of truth

and we continue to invest in the phased enhancement of this. One

such stage was the creation of an interactive dashboard for our real

estate and finance teams through a system called Data Freedom. Our

teams are able to access a highly user-friendly dashboard that contains

comprehensive asset information including live rent collection and

arrears which is recalibrated every 15 minutes, via both mobile phone

and laptop, allowing our teams to make real-time decisions. We will

continue to invest in our systems to carefully manage the increasing

data volume that we are accessing whilst also ensuring that we

maintain strong cyber security.

ESG – Progress to Net Zero

During the nine years since the inception of our formal ESG journey,

we have seen an unprecedented evolution in what it means to be a

responsible real estate investor. We recognise that this evolution is

ongoing and remain committed to aligning with industry best

practice approaches to managing both the impact of our assets on

the natural environment, and the impact of environmental changes

on our assets. We are pleased to report that our ESG programme

has continued to deliver on this objective in FY24, as evidenced by

our achievements during the year.

We have continued to make headway on our path to net-zero,

progressing against our emissions reduction targets, to achieve a

–31% reduction in scope 1 and –16% reduction in scope 2 emissions

in FY24 vs FY23. We are encouraged that our occupiers share this

ambition, with 60% of our portfolio floor area occupied by retailers

who have set emissions reductions targets; most in alignment with

the ambitious British Retail Consortium commitment to bring the

sector’s emissions to net-zero by 2040.

FY24 marked the fifth year anniversary of our partnership with the

Trussell Trust, during which we surpassed £500,000 of cumulative

donations to their ambitious goal, to end hunger in the UK. Our

support provides time, space and funds, and this year that included

the donation of a fully fitted kitchen to a local Trussell Trust initiative

in Carmarthen, known as “The Table”, which is run from one of the

units at our Merlin’s Walk shopping centre.

The success of our business comes from the people within our

team and our working partnerships, and so we are delighted to

have been recently recognised for the second year running in the

Sunday Times’ Best Places to Work 2024. The Sunday Times survey

questions are designed to gain insights into employee opinion and

identify actions in respect of NewRiver’s policies, procedures and

culture in the areas of: reward & recognition, information sharing,

empowerment, wellbeing, instilling pride, and job satisfaction.

Wewere rated “excellent” in all six of the survey’s focus areas.

Separately, our occupier satisfaction & sustainability survey also

provided positive insight, with over two thirds of our occupiers

rating their overall satisfaction with NewRiver as 8/10 or higher

andalmost one third providing a 10/10 rating.

The quality of the governance of our business was once again

recognised as we retained our first place ranking in the GRESB

“Management” module out of over 1,000 participants across Europe

and increased our score to 72/100, improved from 70/100 in the

previous year. We also retained our ‘B’ CDP rating for our management

of climate-related issues, as well as our Gold Award in EPRA’s

Sustainability Best Practice Recommendations Awards for excellence

in transparency and comparability of annual performance disclosures.

Our achievements across people, place, partnership, environment

and governance testify how our ESG commitment is embedded

throughout our business and contributing to our success and

growth as a responsible real estate investor.

What Next

Whilst we are reassured with our operational and financial

performance, we are acutely aware that our share price is trading at a

material discount to our net asset value. Despite our consistent income,

capital and total return outperformance versus our benchmarks, the

recognition that NewRiver is one of the UK’s leading owners and

managers of retail real estate and that we have one of the strongest

balance sheets in the UK listed real estate sector, the material discount

is, in our opinion, more reflective of our size, share liquidity constraints

and wider equity market conditions for listed REITs and investment

trusts. This is a challenge that we will seek to overcome through

earnings growth and pursuing a number of growth avenues.

For the rest of this decade, we believe that it will be cash earnings that

will drive returns to shareholders rather than just NTA growth which

was largely driven by the secular decline in central bank interest rates

over the last decade. Furthermore, we believe that specialist asset

backed operating platforms like NewRiver will become more important

as the main conduit for private capital investing into the real estate

markets which are increasingly becoming more operational. As such

we believe that leading specialist asset backed operating platforms

will become more valuable.

In respect of those two trends, we are very well positioned given

the earnings growth potential that we have in our portfolio and

fromcapital deployment and that our Capital Partnership business

is highly scalable. For the year ahead, we will be investing in our

portfolio and Capital Partnerships to deliver future earnings growth

whilst being alert to other opportunities that will deliver earnings

growth, increased scale and share liquidity. Whilst we have

demonstrated our resilience over the last four years, we are

confident that over the next few years we will deliver growth.

Finally, on behalf of our entire team, I would like to express our

deepest gratitude to Baroness Ford OBE who formally stepped down

as NewRiver’s Chair at the end of May. Margaret, in many ways, has

been the perfect Chair for NewRiver during a challenging period, and

today we are in a stronger position with Margaret having played a

critical role in our repositioning. We wish Margaret all the best for the

future and in doing so we also welcome our new Chair Lynn Fordham

who I am sure will be an equally excellent Chair as Margaret was.

Allan Lockhart

Chief Executive Officer

20 June 2024

Chief Executive’s review continued

20 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Key performance indicators

Consistent progress

Underlying Funds From

Operations

Underlying Funds From Operations (‘UFFO’)

measures underlying operational profits and

excludes one-off or non-cash adjustments.

We consider this to be the most appropriate

measure of the underlying performance of

the business, as it reflects our generation

ofoperating profits.

Loan To Value

Loan to Value (‘LTV’) is the proportion of

our properties that are funded by borrowings.

The measure is presented on a proportionally

consolidated basis. Maintaining an LTV

ofless than 50% is one of our five key

Financial Policies and in addition our

medium-term guidance is to maintain

anLTV of less than 40%.

Total UFFO for FY24 was £24.4 million

down from a total UFFO of £25.8 million in

FY23, due to planned disposals and Covid

related credits recognised in FY23.

LTV has reduced further to 30.8% as at

31 March 2024, comfortably below our

guidance of <40%, due to planned asset

disposals completed during the year.

Link to strategy, ESG

andRemuneration

Link to strategy, ESG

andRemuneration

Our performance

£24.4m

Our performance

30.8%

The Group financial statements

are prepared under IFRS, where

the Group’s interests in joint

ventures are shown as a single

line item on the income statement

and balance sheet. Management

reviews the performance of the

business principally on a

proportionally consolidated basis

which includes the Group’s share

of joint ventures on a line-by-line

basis. The Group’s financial key

performance indicators are

presented on this basis.

Key

How our KPIs align with our

business model, strategic

objectives, ESG strategy and

Executive remuneration

Disciplined capital

allocation

Leveraging our platform

Flexible Balance Sheet

Remuneration

ESG

Environmental, Social and

Governance

Read about our strategy

and business model on

pages 6 and 17

Read about our Executive

remuneration on pages

129 to 145

Read about our ESG

strategy and performance

on pages 68 to 83

52.1

11.5

28.3

25.8

24.4

20 21 22 23 24

47.1

50.6

34.1

33.9

20 21 22 23 24

30.8

21NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Key performance indicators continued

Admin Cost Ratio

The admin cost ratio is total administrative

expenses as a proportion of gross revenue

on a proportionally consolidated basis,

including our share of administrative

expenses and gross revenue from joint

ventures and associates. It is a measure of

our operational efficiency.

Interest Cover

Interest cover is the ratio of our operating

profit to our netfinancing costs, on a

proportionally consolidated basis, including

our share of operating profit and net

financing costsfrom joint ventures and

associates. Maintaining interest cover of

morethan 2.0x is one of our five key

Financial Policies.

Our Admin cost ratio has increased slightly

during the year, from 15.2% to 15.7%,

because although we have achieved a

modest reduction in admin costs, we have

sold assets, thereby reducing income which

is pending redeployment.

Interest cover increased to 6.5x in FY24

from 4.3x in FY23 due to a reduction in

netfinance costs due to interest income

generated on surplus cash balances.

Occupancy

Retail occupancy is the estimated rental

value of occupied retail units expressed as

a percentage of the total estimated rental

value of the retail portfolio, excluding

development activities.

We achieved our highest occupancy level

since inception (and in the five years

presented), with a high, stable retail

occupancy of 98.0%, up further from 96.7%

in FY23, demonstrating the resilience of our

essential spend led portfolio and its

continued attraction and suitability to

occupiers.

Link to strategy, ESG

andRemuneration

ESG

Link to strategy, ESG

andRemuneration

Link to strategy, ESG

andRemuneration

Our performance

98.0%

Our performance

15.7%

Our performance

6.5x

94.8

95.8

95.6

96.7

100

98.0

20 21 22 23 24

Lucy Mitchell

17/05/2024 12:38:31

15.7%please adjust

height of bar slightly

4.8

2.3

3.5

4.3

6.5

20 21 22 23 24

22 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Total Property Return

Total Property Return is a measure of the

income and capital growth generated

across our portfolio. It is calculated by MSCI

Real Estate on our behalf, using

independent valuers. We assess our

performance against the market by

comparing our returns to the MSCI All Retail

benchmark.

GRESB score

GRESB is the leading sustainability

benchmark for the global real estate sector.

Assessments are guided by factors that

investors and the industry consider to be

material in the sustainability performance of

real estate asset investments, resulting in

an overall score marked out of 100.

Improvements in our GRESB score can be

used to measure the effectiveness of our

ESG programme.

Total Accounting Return

Total Accounting Return (‘TAR’) is the

change in EPRA Net Tangible Assets

(‘NTA’) per share over the year, plus

dividends paid, as a percentage of the

EPRA NTA at the start of the year. TAR

performance relative to UK-listed Real

Estate Investment Trusts is a key metric

used in setting the long-term incentive plan.

Our portfolio delivered a Total Return of

+4.8% in FY24 outperforming the MSCI

AllRetail benchmark of -0.2%.

During the 12 months to 31 March 2024,

ourShopping Centres and Retail Parks

delivered total returns of +4.4% and +7.5%

respectively vs the MSCI Benchmarks of

+1.4%and +1.6%.

We improved our GRESB score further to

72 in FY24 from 70 in FY23, and again

achieved a perfect score in the

Management module (30/30), ranking first

place out of over 1,000 participants across

Europe. We also achieved full marks in the

Social (18/18) and Governance (20/20)

aspects of the GRESB assessment. We

maintained our CDP ‘B’ score, continuing to

be recognised for “taking coordinated

action on climate issues”. We continue to

progress our pathway to net zero, reducing

our emissions to achieve a –31% reduction

in Scope 1 and –16% reduction in Scope 2

emissions in FY24 vs FY23.

We delivered a total accounting return of

+0.5%, compared to -4.6% in the prior year

due to improved valuation performance

versus the prior year.

Link to strategy, ESG

andRemuneration

ESG

Link to strategy, ESG

andRemuneration

Link to strategy, ESG

andRemuneration

ESG

Our performance

+4.8%

Our performance

+0.5%

-5.4

-6.9

7.5

2.3

-6

-3

20 21 22 23 24

4.8

20 21 22 23 24

-14.7

-24.9

-6.6

-4.6

-20

-25

-15

-10

-5

20 21 22 23 24

0.5

23NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

INCREASED CONSUMER

CONFIDENCE & A ROBUST

OCCUPATIONAL MARKET

UNDERPINNED BY SUCCESSFUL

OMNICHANNEL RETAILERS

Market review

24 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

25NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Consumer Confidence on Upward Trajectory

GFK Consumer Confidence Index – 12 month movement to March 2024

Stability in the housing market

Despite the sharp rise in interest rates since 2022, house prices

have shown resilience in the face of significantly higher borrowing

costs, with an annual growth rate of +1.1% in April 2024 according to

the Halifax House Price Index and minimal change compared to

April 2022. The average UK House Price currently stands at

£288,949, approximately +£50,000 higher than pre-pandemic

levels. However, the affordability of new mortgages means many

potential buyers have delayed their plans, especially for first time

buyers, putting further pressure on rental costs already impacted by

a significant supply/demand imbalance.

Consumers

Market review

Disposable Income Growing

Asda Disposable Income Tracker

Cost of living turning point

The key indicators that influence consumer spending are heading

inthe right direction, with inflationary pressures continuing to ease

albeit slowly, and interest rates having peaked, with the expectation

of rate cuts over the course of the next year. The most recent CPI of

2.3% in the 12 months to April is at its lowest rate since September

2021 and a significant improvement on the most recent peak of

11.1% in October 2022. Inflation is now at levels much more

comfortable for business and households, close to the Bank of

England’s target of 2%, with further disinflation expected as the

impact of lower energy bill comparatives come through.

Tight labour market and rising living standards

The labour market has remained strong, although softening,

anddespite the quarter increase to 4.3% in March 2024,

unemployment remains at near historic lows. Wage growth

haspersisted robustly, at 6% annual growth in regular pay

toMarch2024 and with inflation continuing its downwards

trajectory, we have seen real wage growth since June 2023.

Theincreased spending power is demonstrated in the Asda

IncomeTracker which showed a 10.1% year-on-year increase

inhousehold disposable income in March 2024, marking 12

consecutive months of growth.

-5%

10%

15%

20%

-10%

-15%

-20%

Mar 21

Average Household Spending Power YoY growth

Sep 21 Mar 22 Sep 22 Mar 23 Sep 23 Mar 24

Overall Confidence Index Economy over

next 12 months

Personal finances

over next 12 months

+10

+26

+20

26 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

NewRiver’s response:

• Retail spending has been upheld, and encouragingly

volumes have recovered as the rate of inflation continued

its downward trajectory and consumer confidence levels

significantly increased. Positive consumer spending has

led to improved sentiment among retailers and this is

reflected within NewRiver’s retention rate of 94% and

increased occupancy of 98%.

• Consumer positivity is also reflected in our analysis of

like-for-like consumer spend within the NewRiver portfolio,

informed by the Lloyds Bank spending data, which shows

in-store spend is up +10% year-on-year. This is an

outperformance relative to the UK average growth in retail

spend of +2.1%.

• The NewRiver portfolio is in part sheltered from the

variability in consumer demand as our occupier base

has limited exposure to discretionary spend with 78%

by rent from within essential sub-sectors.

• Household spending power is expected to see a boost

throughout 2024 due to several factors including real

wage growth and a second cut in National Insurance

Contributions (NIC), uplifts in pensions and benefits by

c. 8.5%, a 10% increase in the National Living Wage, the

fall in the Ofgem energy price cap and cuts in the Bank

of England’s base rate. All will be welcome relief to

household budgets and we expect spending levels and

mix to improve as a result.

-2%

-4%

-6%

Dec 19 Dec 24Dec 23Dec 22Dec 21Dec 20

Forecast

Real Living Standards Improved Since June 2023

ONS/Shore Capital Real Wage Growth YoY% (CPI Vs Regular Pay)

The result….

Consumers still spending and confidence is rising

Over the past 12 months, the UK consumer has been more resilient

than financial markets were expecting. According to high-quality

customer spending data provided by Lloyds Bank, both retailand

supermarket spending delivered year-on-year sales valuegrowth of

2.1% and 7.7%. This is a solid result given that retail accounts for

25% of Lloyds Bank’s 26 million customers’ annual spend and

supermarkets account for a further 17%. This growth is despite

consumers having to spend more on mortgages +9.6%, council tax

+7.8%, motor insurance +12.3% and energy +10.8%. Other sectors

that recorded strong spending growth included travel +13.4% and

restaurants +7.6%, albeit these categories only account for 7% and

8% respectively of Lloyds Bank’s annual customer spend.

Despite the narrative around the consumer squeeze, this is not

reflected in retailer trading updates or the data with consumers also

still sitting on excess savings built up during the pandemic.

The GfK consumer confidence index shows that confidence is at its

highest level for almost two years with the overall index up 10 points

compared to 12 months ago. Consumers’ view on their personal

finances outlook is up 20 points since this time last year, to show

apositive rating of +2, its highest level since December 2021.

27NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Market review continued

Supermarket

0.3

4.6

3.7

6.3

7.2

9.6

8.3

15.7

16.0

0.5

Retail Park Industrial Shopping Centres Office

Mar 2023 Mar 2024

Retailers

The retail occupational market is in its best position for at

least five years for the following reasons:

1. A resilient consumer

Consumers have proven to be resilient, leading to good spending

levels which retailers benefit from.

2. Limited retailer distress

Significant corporate restructuring in retail has already taken place,

removing the weakest retailers and excess competition from the

market place. The Centre for Retail Research reported a -58%

decrease year-on-year in the number of stores affected by

insolvency in 2023 and was at its lowest number since 2015. Almost

half the stores impacted in 2023 were Wilkos, a large proportion of

which were taken by The Range, B&M and Poundland. There are of

course brands leaving the market, but this is inevitable, and the

overall number is limited.

3. Most profitable retailers remain

Over the last 10 years most retailers have focused on profit and

delivering operational efficiencies not just volume growth. The

INCANS Projected Probability of Failure model shows that the

average projected failure rate for the Retail companies over a

fiveyear period is 2.3%, this aligns with both the Industrial and

Logistics sector averages. Weakness within the retail sector remains

primarily with the online pure-players who are struggling to drive

sales, market share and EBITDA in a higher interest rate

environment. The past 10 years have also seen retailers complete

extensive work in portfolio re-positioning and we are now seeing

these retailers again actively seeking space in the market with a

breadth of demand across both Shopping Centre and Retail Parks.

4. The true value of the physical store

has been demonstrated

For the consumer, the omnichannel experience means the

freedomand flexibility to browse online, visit local stores and

placeorders when and where they want. For retailers, it is focusing

ona customer-centric supply chain strategy, but there is a trade-off

betweenagility, service levels and distribution costs. A key

solutionto lower costs and improving customer experience includes

leveraging the pre-existing physical store network. Omnichannel

operators account for +50% of online sales and they continue to win

market share year on year, although it is important to note that

c.75% of retail sales still occur in-store. Retailers have achieved this

fully integrating their online channel with their last mile store

network e.g. click and collect which is increasingly popular for

bothconsumers and retailers.

Limited Retailer Distress

Centre for Retail Research Number of Stores Impacted by Business Failure

3,000

5,000

4,000

6,000

7,000

2,000

1,000

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

*YTD 2024

Stores impacted 10 year average

Retail Vacancy Levels Continue to Decline

MSCI Vacancy Rate March 2023 vs March 2024

28 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

NewRiver’s response:

• The strength and ongoing momentum in retail

occupational market is reflected in our leasing statistics.

We have completed 785,100 sq ft of new lettings and

renewals in FY24 with long-term transactions on average

+3.6% ahead of ERV, 1.8% ahead of previous rent and with

a Weighted Average Lease Expiry of 7.5 years

• Our retail portfolio is deliberately focused on essential

retailers which serve the local community, and has minimal

exposure to the structurally challenged sub-sectors.

Toassess the risk associated with our tenant base and

future cashflows, we have worked with Income Analytics

to quantify the probability and impact of tenant failure.

Thetenant risk of failure analysis projects a probability

offailure in the next five years of only 2.2%

• The resilience of NewRiver’s rental cashflows is

underpinned by affordable rents and a low occupational

cost ratio of 8.8%

• Retail parks are a key investment area for NewRiver

given their prominent role within omnichannel retail

forboth consumers and retailers. They have click-and-

collect-friendly characteristics such as free, surface-

level parking and good access; being conveniently

located onkey arterial routes and having large units

suitable for holding stock at low occupational costs

mean retailers can use stores as fulfilment centres

much closer to their consumer than distribution centres.

The result…

Vacancy across shopping centres and retail

warehousing is falling

The importance of the physical store and the positive momentum

within the occupational market is shown in the downward trajectory

within the vacancy rates. Over the past 12 months, Shopping centre

vacancy rates have declined -130bps and Retail Warehouses

-100bps.This compares favourably to other core commercial real

estate sectors such as Industrial and Offices which have seen their

vacancy levels increase by +100bps and +30bps respectively.

Rental growth is coming through

Within Shopping Centres and Retail Warehousing, competitive

tension is building as a number of operators look to expand

strategically. Since late 2021, Savills have reported consistent

year-on-year growth on achieved net effective rents within

Shopping Centres and as at Q4 2023 reported +13.7% growth.

Within Retail Warehouses, 2023 showed net effective growth at

4.5%, and given a vacancy rate across the market of only3.7%, we

expect this growth rate to accelerate.

Rental Growth in Retail Parks

Savills net effective rents achieved – YoY% growth

-5%

-10%

-15%

-20%

10%

15%

20%

Q2 Q3Q1 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2020

2021

2022

2023

Rental Growth in Shopping Centres

Savills net effective rents achieved – rolling 4-qtr rolling average YoY%

growth

-5%

-10%

-15%

-20%

10%

15%

20%

25%

2013

2014

2012

2015

2016

2017

2018

2019

2020

2021

2022

2023

29NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Market review continued

Capital Markets

Transactional volumes across the commercial real estate

investment market were low throughout 2023 as a 15-year high in

interest rates and persistent inflation led to declining asset values

and increased borrowing costs. The MSCI March 2024 Quarterly

Index shows re-pricing in the 12 months to March 2024 with All

Property recording a decline of -5.5%, Offices at -13.1%,

Supermarkets at -8.3%, Shopping Centres at -5.4% and Retail

Warehouses at -4.4%. Industrial values were flat for the year

although saw a -1.2% decline in the past six months. These declines

are primarily due to outward yield shift as the market adjusts to the

“new normal” of interest rates, however, such movements are

materially smaller when compared to the prior 12 months, and over

the most recent three months to March, we have seen yields

stabilise. With the prospect of rates reductions in the second half of

2024, weexpect this will stimulate activity in the investment market

and support values, whilst income returns will continue to be a key

component of driving total returns.

Retail Warehouse Market – breadth of liquidity

Investors remain attracted by the favourable supply/demand

imbalance and increasing recognition that retail parks are highly

compatible with online fulfilment which is driving the prospects of

significant rental growth. This is in addition to the attractive day one

entry yield and high quality income versus other sectors relative

tothe risk profile. In 2023, £1.9 billion transacted, down -27% which

aligns with wider real estate market and follows two years of the

highest activity since 2015 with £3.7 billion and £2.6 billion

transacting in2021 and 2022 respectively. Key buyers throughout

this period have included UK funds and international investors and

at the smaller lot size of sub £20 million, private investors and small

propcos have remained active.

Shopping Centre Market – attractive risk premium

In 2023, transaction volumes were £1.03 billion across 47 deals,

down -33% compared to 2022 and 2021 which saw £1.5 billion traded.

Whilst volumes have been relatively low compared to historical

levels, sentiment has remained positive in the sector due to the

falling vacancy rates, pricing stability and high income returns

compared to other sectors. This has resulted in renewed interest

from both private equity and institutional funds again reviewing

opportunities in the sector. The shopping centre market is highly

segmented ranging from prime assets serving the destinational

shopping journey and locally dominant schemes satisfying

convenience-led trips to challenged retail centres and redevelopment

opportunities. As such there are a range of buyers within each

segment of the market and we expect this to continue into 2024.

In2023, local authorities remained active buying within their

jurisdiction, focused on income and social returns, accounting for

6% of purchases, and retailers also a significant buyer in the market

accounting for 23% of transactions.

NewRiver

Shopping Centres

Retail Warehouses

Supermarket

Industrial

Office

All Property

(3.3)

(5.4)

(4.4)

(8.3)

0.0

(13.1)

(5.5)

Capital Growth

MSCI UK Sector 12 Months Returns (%)

Total Return

NewRiver

Shopping Centres

Retail Warehouses

Supermarket

Industrial

Office

All Property

4.8

1.4

1.6

(2.6)

4.4

(9.5)

(1.1)

Income Returns

NewRiver

Shopping Centres

Retail Warehouses

Supermarket

Industrial

Office

All Property

8.3

7.2

6.3

6.2

4.3

4.1

4.7

30 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Retail Warehouse Transaction volumes

Savills

Shopping Centre transaction volumes

Savills

NewRiver Response:

• NewRiver’s portfolio like-for-like valuation decline of

-0.4% in the second half of the year represents a

significant outperformance versus the MSCI All Retail

Index which experienced a capital decline of -3.4%. Our

Core Shopping Centres and Retail Parks, which account

for 69% of the total portfolio, recorded a like-for-like

valuation movement of +0.3% and +0.7% respectively,

meaning we have now seen stable or growing

valuations in five of the last six reporting periods within

these segments

• Our Core Shopping Centre portfolio Net Initial Yield at

9.5% and Retail Park portfolio Net Initial Yield at 6.7% is

premium of +220bps and +30bps compared to their

respective MSCI benchmarks, and provides an attractive

risk premium compared to the wider real estate market.

This already high yield, the low and liquid average lot

sizes of £17.9 million and £15.1 million, combined with the

strong operational performance throughout the year, has

in part insulated valuations from the overall market

movements

• The NewRiver portfolio has significantly outperformed

its MSCI Benchmark due to its strong income component

and more stable valuations. This has resulted in a

TotalReturn outperformance of +500bps, with an

outperformance in Capital Return of +270bps and

Income Return of +220bps

• Both Shopping Centres and Retail Warehouses provide

an attractive risk premium and investor conviction is

being reinforced through the continued resilience of

the consumer, and physical retail locations

demonstrating their true value.

3,000

5,000

4,000

6,000

7,000

2,000

1,000

2007

2006

2005

2004

2003

2002

2001

2000

Transaction volumes £m

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

3,000

5,000

4,000

6,000

7,000

2,000

1,000

2007

2006

2005

2004

2003

2002

2001

2000

Transaction volumes £m

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

31NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Portfolio review

OUR WELL-POSITIONED

RETAIL PORTFOLIO IS FOCUSED

ON PROVIDING ESSENTIAL

GOODS AND SERVICES TO

LOCAL COMMUNITIES

Our retail-focused portfolio provides

essential goods and services on a daily

basis to local communities across the UK.

We own and manage a retail portfolio

focused on UK retail parks, core shopping

centres and regeneration opportunities

in order to deliver long term attractive

recurring income returns and capital

growth for our shareholders.

We manage a total of

£1.3 billion

of assets across

9 million

sq ft

including

Shopping Centres and

Retail Parks and

collect in excess of

£120 million

per annum of rent across

1,700

tenants

This is split between the

assets we own on our own

balance sheet as well as

on behalf of our capital

partners by leveraging

our market leading asset

management platform.

The NewRiver owned

portfolio totals

£0.54 billion

across

6 million

sq ft

and comprises

community shopping

centres and

conveniently located

retail parks

We manage

retail parks and

shopping centres on

behalf of Capital Partners

32 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

33NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Our portfolio continues to deliver on its strong

operational metrics, supported by positive

momentum in the retail occupational markets and

sustained consumer spending. Occupancy has

improved by 1.3%, now standing at 98.0%, and

overall, we have completed 785,100 sq ft of

leasing transactions securing £7.2 million of

annualised income. Long term leasing

transactions, which account for 73% of total rent

secured, were completed at rents +3.6% above

valuer’s ERV and +1.8% against the previous

passing rent.

Long-term leasing continues to outperform ERV’s across our Core

Portfolio. Activity for the period across the total portfolio was

concentrated within the Core Shopping Centre and Retail Park

Portfolios, accounting for 79% of long-term rent secured, transacting

at +6.2% and +0.4% above valuer’s ERVs respectively. The

Regeneration Portfolio, accounting for 17% of activity, has also

experienced positive leasing especially at Bexleyheath, with deals

completed +1.0% above valuer’s ERV. We continue to experience

excellent occupational demand across these assets given their

convenient locations at the heart of their local communities.

Our long-term leasing transactions had a weighted average lease

expiry (WALE) of 7.5 years, slightly reduced on FY23 at 8.2 years but a

significant improvement over the 6.4 years in FY22. In terms of tenant

incentives, due to the continued competitive tension in the

occupational market, for long-term leasing transactions the average

rent free period is just 2.1 months, reduced levels compared to FY23 at

2.8 months, with many occupiers receiving no rent free period.

For total portfolio lease events in FY24, the rents achieved had a

positive CAGR versus the previous passing rent of +0.2% over the

average previous lease period of 9.4 years. Over the past three

years, this is only -0.3% based on an average previous lease period

of 9.9 years, illustrating the limited annualised rental decline. For

Retail Parks, the CAGR is positive at +2.2% and given our Retail

Parks have limited availability of space, with occupancy at 97.4%,

this should deliver further rental growth going forward.

Portfolio segmentation

Key

Retail Parks

Shopping Centres – Core

Shopping Centres – Regeneration

Shopping Centres – Work Out & other

Other

28%

37%

23%

12%

FY23

25%

44%

24%

FY24

Our focused and

well-positioned portfolio

Portfolio review

Portfolio Metrics as at 31 March 2024

Occupancy:

98.0%

(FY23: 96.7%)

Retention Rate:

94%

(FY23: 92%)

Rent Collection:

99%

(FY23: 98%)

Affordable

Average Rent:

£11.82

per sq ft

(FY23: £11.98 per sq ft)

Gross to Net Rent Ratio:

88%

(FY23: 88%)

Leasing Volume:

785,100

sq ft

(FY23: 979,200 sq ft)

Leasing Activity:

+3.6%

ahead of valuer’s ERV

(FY23 +1.1%)

Average CAGR

FY22-FY24:

-0.3%

on 9.9 year average

previouslease period

Total Return of

4.8%

outperforming the MSCI

AllRetail by +500bps

over12 months

Portfolio NIY of

7.6%

+160bps

versus the MSCI All Retail

at6.0%

Occupational Cost Ratio:

8.8%

In-store sales growth:

9.7%

year-on-year

Expanding Capital Partnerships across public,

private equity and institutional sectors

34 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

The demand for space that we saw in our portfolio during the

period was broadly based with 69% of the space leased to

Discount, Value Fashion, Grocery, Home, Books & Stationery,

Health & Beauty, Jewellery and F&B.

The focus on the Regeneration Portfolio is to realise capital

receiptsin the short term. In Burgess Hill, we are in discussions to

forma new joint venture to deliver a mixed-use scheme. At Grays,

aplanning application has been submitted with the significant

residential opportunity to be marketed for sale on receipt of

thedecision later in the year. At Bexleyheath, which comprises

ashopping centre anchored by Marks & Spencer and an adjacent

retail park anchored by Sainsbury’s, we have decided to defer

ourplans to deliver new residential homes to beyond 2029.

Ourdecision was principally driven by the strong underlying

performance of the asset and moving forward, it is appropriate to

move Bexleyheath out of our Regeneration Portfolio and into our

Core Shopping Centre and Retail Park portfolios. This will reduce

the Regeneration Portfolio to 5% of our total portfolio.

The Work Out Portfolio now only accounts for 6% of the total

portfolio, down from 11% as at March 2023, with two assets sold

within the period and turnaround strategies completed at Paisley

and Wallsend, therefore moving into the Core Shopping Centre

Portfolio. Of the five remaining assets within the portfolio, three

areplanned sales totalling £9.2 million, one of which completed

post year end. The two remaining turnaround projects are at the

Capitol Centre, Cardiff where we have just submitted planning for

work to transform the asset into a family entertainment centre and at

Wisbech, where we have progressed terms to re-anchor the centre.

Our portfolio valuation at £543.8 million, represents a broadly

stablelike-for-like valuation movement of -0.4% for the six months

to March 2024 and capital return outperformance against the MSCI

AllProperty and All Retail indices which recorded declines of -2.9%

and -3.4% respectively over the same period. Over the 12 months to

March 2024, this is a like-for-like valuation movement of -2.3% and

capital return outperformance against the MSCI All Property and All

Retail indices which recorded declines of -5.5% and -5.9%

respectively over the 12 month period.

We experienced valuation growth within both the Core Shopping

Centre and Retail Park Portfolios meaning we have now seen stable

or growing valuations in five of the last six reporting periods within

these segments. Valuation movement within our Regeneration

Portfolio has now stabilised, showing a valuation movement of

-0.8% in H2, having been the most impacted in the first half of the

year where the movement accounted for c.80% of the total portfolio

full year movement. The majority of assets within the portfolio

experienced minimal movement. Out of the 41 assets within the

portfolio, only one asset had a valuation movement of greater than

£1 million in H2, illustrating the underlying resilience of our portfolio.

We continue to have success in growing our Capital Partnerships

and now NewRiver owns and or manages a portfolio of assets

valued at £1.3 billion. Over the past 12 months, we have expanded our

high calibre mandate with M&G Real Estate which now comprises 17

retail parks and two shopping centres and in Canterbury where we

asset manage two shopping centres, wehavealso been appointed

as development manager on the Council’s relocation to the

shopping centre. Within our BRAVO joint venture, we have

completed the final disposals within the Napier Joint Venture with

the total sale receipt from Napier 26% higher than the price paid,

crystallising the returns contributing to the financial promote.

Our key partnerships across the public, private equity and

institutional sectors illustrate the importance of specialist retail

partners in a highly operational sector and represent endorsement

of the quality of our asset management platform. We believe that

our geographical representation, together with our customer,

retailer and capital market insights, is unrivalled.

Our specialist asset backed operating platform makes us well

placed to ramp up our Capital Partnerships activities, supported

byour strong cash and liquidity position, and we have launched a

search for a new Capital Partner to target UK retail parks in which

we will co-invest to generate rental income and asset management

fees. We are targeting a minimum raise of £200 million of private

capital from ‘core plus’ investors, meetings with potential partners

commenced in February 2024 and engagement has been positive.

Regeneration is a growing area of the market and, in response to this,

we are currently working on creating a public/private partnership with

the support of a key central Government agency. This will be a key

delivery vehicle with which Local Authorities can form joint ventures to

deliver regeneration projects in their town centres.

As at 31 March 2024 Occupancy

Retention

Rate

Rent

Collection Affordable Average Rent

Gross to Net

Rent Ratio

Leasing

Volume

Leasing

Activity Average CAGR FY22-FY24

(%) (%) (%) (£ psf) (Ave. pa) (%) (sq ft)

% vs valuer

ERV (%)

(Average

Lease Length)

Retail Parks 97.4% 100% 100% £12.00 £124,000 98% 127,400 +0.4% +2.2% 11.7

Shopping Centres – Core 98.4% 92% 99% £12.81 £32,000 93% 259,600 +6.2% -0.5% 10.0

Shopping Centres– Regen 99.5% 100% 100% £12.47 £68,000 86% 204,300 +1.0% -0.5% 8.7

Shopping Centres – Work

Out 95.9% 92% 97% £7.93 £18,000 40% 167,300 -3.6% -2.4% 6.8

Total

98.0% 94% 99% £11.82 £43,000 88% 785,100 +3.6% -0.3% 9.9

1. Total includes Other representing 1% of total portfolio by value

35NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Valuation

As at 31 March 2024, our portfolio was valued at £543.8 million

(31 March 2023: £593.6 million). Movements from the previous year

were the disposal of two Work Out assets and two Retail Parks

within the BRAVO JV (£38.3 million) and a like-for-like valuation

movement of -2.3% for the year. The valuations were broadly stable

in the second half of the year at -0.4%, driven by stabilised ERVs

and yield profiles. This shows an outperformance relative to the

MSCI All Retail Index which recorded a -3.4% and -5.9% decrease of

the past 6 and 12 months respectively.

The portfolio Net Initial Yield now stands at 7.6%, and has a Net

Equivalent Yield of 8.6%, providing an attractive risk premium

compared to the wider real estate sector. The yield premium is

c.160bps higher than the MSCI All Retail benchmark at 6.0% and

6.8% respectively and represents significant headroom above the

10 year Government Gilt rate. As a result, valuation performance has

been far more insulated from the impact of rising interest rates over

the past 12 months.

Portfolio review continued

The Core Shopping Centre Portfolio, which accounts for 44% of the

portfolio, delivered capital growth of 0.3% in the 6 months to March

2024 driven by the completion of asset management initiatives

resulting in modest yield compression. Over a like-for-like period

the MSCI Shopping Centres Index recorded negative capital growth

of -3.0%.

The Retail Park Portfolio, which represents 25% of the portfolio, also

saw capital growth at 0.7% in the past 6 months, driven by ERV

growth of +2.2% which totalled +3.9% across the full year with yields

stable. The MSCI Retail Warehouse benchmark recorded a negative

growth of -2.8% over the past 6 months.

The Regeneration Portfolio experienced a modest decline in the

second half of the year at -0.8%, a significant improvement on H1

where the valuation movement accounts for c.80% of the full year

portfolio movements. The stabilisation reflects progress on the

projects throughout this period and continued strong retail

performance within Bexleyheath. Moving forward, it is appropriate

to move Bexleyheath out of our Regeneration Portfolio and into our

Core Shopping Centre and Retail Park portfolios.

The Work Out portfolio, which now only accounts for 6% of the

portfolio experienced a valuation decline of -6.5% over the past

6 months.

As a 31 March 2024

Portfolio

Weighting

Valuation

Movement H1

Valuation

Movement H2

Valuation

Movement FY

Topped-up

NIY NEY

LFL EY

Movement

LFL ERV

Movement

(£m) (%) (%) (%) (%) (%) (%) (%) (%)

Shopping Centres - Core 239.6 44% 0.7% 0.3% 1.1% 9.5% 9.6% -0.1% -0.7%

Retail Parks 137.7 25% 0.2% 0.7% 0.9% 6.7% 7.0% 0.0% 3.9%

Shopping Centres - Regen 128.9 24% -7.9% -0.8% -8.7% 6.3% 7.4% 0.6% -0.5%

Total exc Work Out / Other 506.2 93% -1.9% 0.1% -1.5% 7.9% 8.4% 0.1% 0.3%

Shopping Centres - Work Out

and Other

37.6 7% -2.8% -7.5% -10.7% 3.5% 11.9% 0.2% 1.3%

Total

543.8 100% -2.0% -0.4% -2.3% 7.6% 8.6% 0.1% 0.7%

1. Total includes Other representing a value of £3.2 million

As set out in the table below, our portfolio continues to outperform the MSCI All Retail, Shopping Centre and Retail Warehouse benchmarks

on a Total, Income and Capital Return for the 12 month period. Over 6 month, 12 month, 3 and 5 year periods Shopping Centres and Retail

Parks have continued to outperform their respective MSCI Total Return benchmark.

12 months to 31 March 2024 Total Return Capital Growth Income Return

NRR Portfolio 4.8% -3.3% 8.3%

MSCI All Retail Benchmark -0.2% -5.9% 6.0%

Relative performance +500bps +270bps +220bps

36 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Shopping Centres Retail Parks

Total Return: 6 months to 31 March 2024

NewRiver 2.8% 4.5%

MSCI Benchmark 0.3% 0.3%

Relative Performance +250bps +420bps

Total Return: 12 months to 31 March 2024

NewRiver 4.4% 7.5%

MSCI Benchmark 1.4% 1.6%

Relative Performance +290bps +590bps

Total Return: Annualised 3 years to 31 March 2024

NewRiver 3.1% 11.2%

MSCI Benchmark -0.8% 7.2%

Relative Performance +390bps +400bps

Total Return: Annualised 5 years to 31 March 2024

NewRiver -2.2% 6.1%

MSCI Benchmark -9.4% 0.8%

Relative Performance +730bps +530bps

Income Return

+110

+450

+140

+590

+290

+150

Capital Return Total Return

Retail Parks Shopping Centres

MSCI outperformance – 12 Months

measured in bps

Income Return

+60

+440

+490

+230

Capital Return Total Return

Retail Parks Shopping Centres

MSCI outperformance – 5 Years

measured in bps

+530

+730

Income Return

+120

+260

+160

+400

+390

+230

Capital Return Total Return

Retail Parks Shopping Centres

MSCI outperformance – 3 Years

measured in bps

37NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

This year we have started working with Lloyds Bank, combining

high-quality consumer spending data with our retail market

expertise. NewRiver's analysis, informed by Lloyds Bank data, has

provided greater insight into the profile of our shoppers and

performance of our assets. To date, we have detailed customer

spending insights on assets representing 67% of our portfolio by

value, with the remaining analysis due to be carried out during the

remainder of 2024.

The headline Portfolio findings are:

Our assets are local and

accessible to our consumers;

in-store spend is increasing,

like-for-like sales are up and

our space is affordable and

profitable for our occupiers.

NewRiver Analysis and Key Findings

• Overall, the portfolio has an OCR of 8.8%, with the lowest being

within the Retail Parks segmentation at 7.6%

• Total in store like-for-like spend for the NewRiver portfolio grew

by10% year-on-year. In store and online spend growth (In Store +

Online WithStore Visit) also grew by 10%. These represent an

outperformance relative to UKaverage growth in retail spend of 2.1%

• The NewRiver Average Transaction Value (ATV) has grown by 8%

year-on-year, this is an outperformance relative to the

UKbenchmark of -1.0%

• The average OCR for the Top 40 Tenants in the portfolio by

rental income is sub 8%. This suggests that the Top 40 Tenants,

on average, generate a healthy turnover, and the rents and

occupational costs are at sustainable levels.

Occupational Cost Ratio (OCR)

OCR is calculated as: Occupational Costs (Rent + Rates Payable +

Service Charge + Insurance) divided by Store Turnover.

Occupational

Costs

(Rent + Rates

Payable + Service

Charge + Insurance)

Store

Turnover

Occupational

Cost Ratio

NewRiver Portfolio Demographic Definitions

Average

age

Average net

income

Young & Starting Out

Younger individuals, careful with finances and

modest savings 24 £20K

Young Professionals

Young urban professionals and typically

renters 30 £24K

Ambitious & Motivated

Driven professionals with substantial income

and savings 34 £44K

Comfortable & Successful

Homeowners with established careers and

families 46 £42K

Striving Seniors

Commuters nearing the end of their careers,

careful with finances and typically renters 56 £32K

Affluent & Rooted

High-net-worth individuals preparing for

retirement 63 £69K

Retired

Retirees with ample savings but modest

spending habits 73 £37K

NewRiver Portfolio Demographic Profile

Retired

Affluent & Rooted

Striving Seniors

Comfortable & Successful

Ambitious & Motivated

Young Professionals

Young & Starting Out

15%

11%

30%

12%

19%

10%

20%

30%

40%

Portfolio review continued

Customer Spend Data

(Analysis of Lloyds Bank Data)

38 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

The data analysis has also provided us with

insight into our customer behaviour and the

headline findings are as follows:

• Our assets are local and accessible with 68% of consumers

travelling 0-5 miles to visit our centres

• 79% of spend is from consumers of working age (defined as

being between 25 and 69)

• The top 4 most affluent segments (Affluent & Rooted,

Comfortable & Successful, Ambitious & Motivated and Retired)

account for 62% of spend within the portfolio

Segmentations

The analysis shows that across each of our segments, our tenants

are exhibiting strong trading performance, both reflected in the

OCRs and also in the healthy year-on-year spend growth.

Shopping Centres Retail Parks

OCR % 9.6% 7.6%

Spend Growth %

(InStore) +6.1% +16.2%

Spend Growth %

(In Store + Online

WithStore Visit) +6.7% +15.6%

ATV growth % +3.0% +15.5%

Distance Travelled

68%

of our shoppers travel less than 5 miles

OCR

7.5%

Our Top 40 retailers have a low OCR of 7.5%

In Store Spend Growth %

9.6%

Strong growth in physical stores with our Top 40 retailers

achieving 9.6% in-store sales growth

30+20-3010-205-103-51-3

Less

than 1

14%

35%

19%

12%

please update the

3-5 category to be 19%. It

looks to me though that

the bars themselves all

need reviewed - as this

3-5 looks higher than 20%

- it should be 19% now.

Distance Travelled (miles)

10%

20%

30%

40%

Top 40Top 20Top 10

6.6%

6.9%

7.5%

OCR %

Top 40Top 20Top 10

9.5%

10.7%

9.6%

12%

% Growth LFL In Store Spend

OCR (%)

In Store Spend Growth (% Like-for-Like)

Distance Travelled (miles)

39NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Selected highlights include:

• Barrow-in-Furness, Hollywood Retail & Leisure Park: is the key

retail and leisure offer to the town opposite Tesco Extra, benefiting

from a line-up including Aldi, TK Maxx, Curry’s, Dunelm, McDonald’s

and KFC. We have strengthened this offer, with new lettings in line

with valuer’s ERV, through the introduction of CVS Vets on a 10 year

term on a former Pizza Hut restaurant and having exercised the

landlord break on a Bingo operator, completed a new letting to

Smyths Toys on a 15 year term.

• Cardiff, Valegate Retail Park: this 94,000 sq ft discount-led park,

adjacent to high performing M&S and Tesco Extra stores, has

shown the continued demand for supermarket anchored retail

parks to a variety of occupiers. The park is 100% let following

long-term lettings to Poundland and Boulders, an indoor climbing

centre in the previous year, and a new letting to Card Factory on

a 5 year term at +3% above valuer’s ERV.

• Dewsbury, Rishworth Centre: at our 99,000 sq ft retail park

anchored by Sainsbury’s and Aldi, we exercised the landlord

break on the Poundstretcher unit and completed a new letting

with Pure Gym on terms substantially above the previous passing

rent following a competitive bid process. The park is now fully let

with Pure Gym joining Aldi, Shoezone, Iceland, Halfords, Matalan

and Pets at Home.

• Dumfries, Cuckoo Bridge Retail Park: demand from new

occupiers at this supermarket, DIY and discount anchored park

remains strong with the last remaining vacancy under offer. In the

past 12 months, we have completed a new letting to Food

Warehouse and renewed the lease with Dunelm on a 20,000 sq

ft store for a term of 10 years.

• Lisburn, Sprucefield Retail Park: we successfully received

planning permission for three new drive-thru/restaurant units on

surplus land adjacent to the retail park and exchanged

agreements for lease with Nando’s, Starbucks and Slim Chickens.

Works have started on site with completion due in Summer 2024.

This park benefits from its accessibility, located just off the M1

connecting Belfast to Dublin, and broad tenant mix with anchors

Sainsbury’s and B&Q situated alongside The Range and B&M.

Portfolio review continued

Retail Parks

As at 31 March 2024, Retail Parks accounted for 25%

of the total portfolio, totalling 12 assets. There were 2

assets sold within the past 12 months being the final

sales within the Napier Joint Venture. At 97.4%

occupancy and a retention rate of 100% the portfolio

continues to outperform it’s MSCI benchmark with

several asset management initiatives completed over

the past 12 months driving a like-for-like valuation

movement of +0.9% and ERV growth of +3.9%.

At a glance

Portfolio weighting:

25%

No. assets:

NIY:

6.7%

versus MSCI Retail

Warehouse NIY of 6.4%

Average value:

£15.1 million

Occupancy:

97.4%

Retention rate:

100%

Rent collection:

100%

Affordable average rent:

£12.00

per sq ft/£124,000

perannum

Gross to Net Rent Ratio:

98%

Leasing volume:

127,400 sqft

Leasing activity:

+0.4%

ahead of valuer’s ERV

Average CAGR

FY22-FY24:

2.2%

11.7 year average previous

lease period

Total Return:

7.5%

outperforming the MSCI Retail Warehouse by +590 basis points

Value-creating asset

management: 3 x new

drive-thru’s/restaurants

on surplus land at

Sprucefield Retail Park,

Lisburn, Northern Ireland

Key occupiers

40 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

As at 31 March 2024, our Core Shopping Centre

portfolio represented 44% of our total portfolio, and

comprised 16 core community shopping centres with

an occupancy of 98.4%. Our Core Shopping Centres

are located in the heart of their local communities,

providing a range of essential goods and services to

local people.

At a glance

Portfolio weighting:

44%

No. assets:

NIY:

9.5%

versus MSCI Shopping

Centre NIY of 7.3%

Average value:

£17.9 million

Occupancy:

98.4%

Retention rate:

92%

Rent collection:

99%

Affordable average rent:

£12.81

per sq ft/£32,000 per annum

Gross to Net Rent Ratio:

93%

Leasing volume:

259,600 sqft

Leasing activity:

+6.2%

ahead of valuer’s ERV

Average CAGR

FY22-FY24:

-0.5%

on 10.0 year average

previous lease period

Total Return:

11.4%

outperforming the MSCI Shopping Centres

by +1,000 basis points

Following the completion of two turnaround strategies within

theWorkout Portfolio, the centres in Paisley and Wallsend have

beenstabilised, and are now considered long-term sustainable

retail centres and as such, have been transferred into the Core

Shopping Centre portfolio.

Selected highlights include:

• Newtownabbey, Abbey Centre: at our centre in Belfast, totalling

320,000 sq ft and anchored by Primark, Next and Dunnes,

werecently completed the upsize of Danske Bank to a new

flagship store on a 10 year term increasing the rent payable by

+59%. Inaddition, we completed works to create a new external

unit forGreggs and as part of the works refurbished the entrance

toimprove the access from the surface level car park. The new

lettings will produce an additional annualised net income of

+£110,000 with total capex incurred of £820,000. It has been an

active 12 months, securing £730,000 of annualised rent including

renewals with a range of occupiers including Pavers, Card

Factory, Clarks and Ernest Jones.

• Hastings, Priory Meadow: at our south-east Shopping Centre in

the heart of Hastings, anchored by Primark and M&S, Black

Sheep Coffee has taken one of the last remaining vacancies on a

new 20 year lease at £60,000 per annum, aligned with valuer’s

ERV. Occupiers continue to benefit from a strong trading

performance at the scheme as reflected at lease renewal with

H&M renewing on terms +11.4% above valuer’s ERV and +23.1%

above the previous passing rent. Within the period, we have also

completed renewals with EE, F Hinds, HMV,Schuh and Boots at

rents aligned with valuer’s ERV.

• The Avenue, Newton Mearns: our community centre is situated

within an affluent catchment in the suburbs of Glasgow, anchored

by Marks & Spencer and Asda, and provides a range of national

and independent retailers. We have recently re-geared Marks &

Spencer on a new 15 year lease with the retailer investing in their

store fit out and let the former M&Co to Bonmarche on a new 5

year lease +13% above valuer’s ERV.

• Paisley, The Piazza: has been revitalised by active asset

management capitalising on renewed occupier interest. Over

thepast 12 months, we have introduced JD Sports to the tenant

line-up and completed a new letting to Bonmarche in the former

M&Co unit. The planned redevelopment of the neighbouring

shopping centre in the catchment has removed surplus retail

supply, reinforcing the long-term sustainability ofthis retail centre

within its local catchment.

• Wallsend, The Forum: the opening of a new medical centre

onsurplus car park space which now sits alongside Aldi and

Burger King, which we developed in 2016, in conjunction with the

improved retail occupancy and rental tension has completed the

turnaround strategy on this asset. In the past 12 months, we have

completed long-term lettings totalling +8% above valuer’s ERV

and +17% above the previous passing rent.

Core Shopping Centres

Key occupiers

41NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Selected highlights include:

• Grays, Grays Shopping Centre: is located just 35 minutes

fromcentral London by train and we have submitted a planning

application to redevelop the shopping centre into a high-density

residential-led redevelopment of up to 850+ homes. A positive

planning decision is anticipated later in the year, at which

pointthe asset will be sold and capital recycled into income

accretiveopportunities.

• Burgess Hill, The Martlets: is located in a prominent and

affluentsouth-east location and currently benefits from a planning

consent for a mixed-use development. We are in discussions

toform a new joint venture to deliver our regeneration project.

Terms have been agreed with a major food discounter to pre-let the

retail anchor store, with a budget hotel operator for the proposed

89 bedroom hotel and with a residential developer to sell part of

the site. We are targeting to commence project works at the end

of 2024. We expect the project to deliver an IRR in excess of 15%

and a yield on cost of 10%.

• Bexleyheath, Broadway Shopping Centre: this Greater London

asset across 11 acres comprises a shopping centre and retail park,

anchored by M&S and Sainsbury’s. We have completed several

new lettings and lease renewals over the period, securing

£1,270,000 of annualised income +1.3% above the valuer’s ERV,

within the existing dominant retail core. This includes new lettings

and renewals to Greggs, Deichmann and B&M replacing Wilko

ona new 10 year lease. Given the strong underlying retail

performance, moving forward it is appropriate to move

Bexleyheath out of our Regeneration Portfolio and into our

CoreShopping Centre and Retail Park portfolios. This will

reducethe Regeneration Portfolio to 5% of our total portfolio.

Portfolio review continued

Regeneration

We have three regeneration assets, representing 24%

of the total portfolio value where the strategy is to

deliver capital growth through redeveloping surplus

retail space predominantly for residential.

At a glance

Portfolio weighting:

24%

No. assets:

NIY:

6.3%

versus MSCI Shopping

Centre NIY of 7.3%

Average value:

£43.0 million

Occupancy:

99.5%

Retention rate:

100%

Rent collection:

100%

Affordable average rent:

£12.47

per sq ft/£68,000 perannum

Gross to Net Rent Ratio:

86%

Leasing volume:

204,300 sq ft

Leasing activity:

+1.0%

ahead of valuer’s ERV

Average CAGR

FY22-FY24:

-0.5%

on 8.7 year average previous

lease period

Total Return:

-3.3%

underperforming the MSCI Shopping Centres by

-470 basis points

Key occupiers

42 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Horsefair Shopping Centre,

Wisbech

Strategic report

Our Work Out portfolio makes up only 6% of our

portfolio and comprises five assets. Within the period,

two sales were completed and two turnaround

strategies finalised, therefore these assets have

moved into the Core Shopping Centre Portfolio. There

are three planned sales remaining totalling

£9.2 million, of which one has completed post year

end.

At a glance

Portfolio weighting:

No. assets:

NIY:

4.0%

versus MSCI Shopping

Centre NIY of 7.3%

Average value:

£6.9 million

Occupancy:

95.9%

Retention rate:

92%

Rent collection:

97%

Affordable average rent:

£7.93

per sq ft/£18,000 per annum

Gross to Net Rent Ratio:

40%

Leasing volume

167,300 sq ft

Leasing activity

-3.6%

below valuer ERV

Average CAGR

FY22-FY24:

-2.4%

on 6.8 year average previous

lease period

Total Return

-8.2%

underperforming the MSCI Shopping Centres by

-960 basis points

The final two turnaround strategies are the

following:

• Cardiff, The Capitol: we have made significant progress in

transforming this asset which sits at the gateway to Cardiff City

Council’s new canal quarter and accounts for 56% of the total

Work Out portfolio. Planning has been submitted for the required

works to create an 80,000 sq ft family entertainment centre, with

the new letting set to boost the annualised net income by more

than £1 million per annum and act as the catalyst for Food &

Beverage lettings on the remainder of the centre.

• Wisbech, Horsefair: we are moving forward with our small-scale

repositioning of the asset. A 35,000 sq ft anchor unit is under

offer to a leading discount operator which will front a new surface

level car park and drive-thru, also under offer. On completion,

thiswill boost footfall across the centre which has seen ongoing

commitments from several existing occupiers with renewals

completed with Vodafone, EE and Boots in line with valuer’s ERV.

Work Out

The Capitol Centre,

Cardiff

Key occupiers

43NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

NewRiver currently manages £1.3 billion of assets

across 28 Shopping Centres and 29 Retail Parks,

collecting in excess of £120 million per annum of

rent across 1,700 tenants. This is split between

the assets we own on our own balance sheet

aswell as on behalf of our capital partners by

leveraging our market leading asset

managementplatform.

Capital Partnerships are an important part of our business, delivering

earnings growth in a capital light way through asset management fees,

a share of rent and the potential to receive financial promotes. We are

now well placed to grow our Capital Partnerships activities further,

supported by our strong cash and liquidity position and have launched

a search for a new Capital Partner to target UK retail parks in which we

will co-invest. We are targeting a minimum raise of £200 million of

private capital from ‘core plus’ investors, meetings with potential

partners commenced in February 2024 and engagement has been

positive. Regeneration is a growing area of the market and in response

to this, we are currently working on creating a public/private

partnership with the support of a key central Government agency. This

will be a key delivery vehicle for Local Authorities to joint venture with

to deliver regeneration projects in their town centres.

The expansion and breadth of our Capital Partnerships is a clear

indication of the need for specialist retail partners to enhance

performance in the highly operational retail sector. We believe that our

geographical representation, together with our customer, retailer and

capital market insights, is unrivalled.

Our three current Capital Partnerships are:

Local Authorities:

With Canterbury City Council across two shopping centres

inCanterbury.

Key highlights include:

• We have completed 21 long-term leasing transactions across

105,000 sq ft, securing £2.1 million of annualised rent

• In our role as development manager, we have started on site with

Canterbury City Council’s new office headquarters. The new

offices are being re-purposed from surplus retail accommodation

within Whitefriars Shopping Centre, and we expect to hand over

the completed offices in July 2024.

shopping centres

Capital Partnerships

Portfolio review continued

Our Capital Partnerships by area and number

5 shopping centres

18 retail parks

sq ft

21%

79%

At a glance

Total Assets Under

Management

£1.3 billion

(NewRiver assets and assets

managed on behalf of our

capital partners)

Assets

Shopping centres

Retail parks

Occupiers

1,700

Total Rent

£120 million

Whitefriars Shopping Centre,

Canterbury

44 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Private Equity Sector:

With BRAVO on one retail park and one shopping centre

inSheffield.

Key highlights:

• At The Moor, Sheffield, we have grown the net income by 28%

since acquisition, with strong interest on the last remaining

vacancies on the newly furbished leisure deck. We have also

generated £16.2 million of capital receipts on non-core elements

of the retail estate with advanced discussions on the sale of a

further two prime residential sites

• At Sprucefield Retail Park, Northern Ireland we have recently

regeared the Sainsbury’s on a new long term deal and we are

developing three drive-thru units across 9,800 sq ft pre-let to

Nando’s, Slim Chickens and Starbucks.

Institutional Sector:

With M&G Real Estate across 17 retail parks and two shopping

centres.

Key highlights:

• Following our appointment in Q4 FY23, the mandate was

expanded to include an additional South-East shopping centre

and a retail park

• Over the past 12 months, we have completed 24 leasing

transactions across 260,000 sq ft, securing £4.6 million of rent

shopping centre

retail parks

The Moor,

Sheffield

Two Rivers,

Staines

retail park

shopping centres

45NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Balance sheet positioned for growth

During the year, we have been successful in further improving our already strong

financial position, and we ended the period with £133.2 million of cash holdings,

Netdebt to EBITDA reduced to 4.8x, LTV reduced to 30.8% and Interest Cover

increased to 6.5x. Demonstrating the strong support we have from our key

bankingrelationships, we were delighted that during the second half of the year

weextended the maturity of our undrawn £100 million Revolving Credit Facility to

November 2026, with two one-year extension options (subject to lender consent)

taking maturity to November 2028 at a lower annual cost.

Given that the majority of our cash holdings are on deposit earning a blended return in excess of 5%, we

took the decision to increase our dividend payout in the first half so that our shareholders received

benefit as we waited to deploy. We did this by distributing 100% of the interest income we received in

the first half as dividend, resulting in a fully covered first half dividend of 3.4 pence per share. This

represented a payout of 85%, compared to our usual payout of 80%, and was comfortably 118% covered

by Underlying Funds From Operations (‘UFFO’). We said at the time that our intention would be to top up

the dividend at the full year too, subject to deployment progress in the second half, and given we have

continued to hold back on deployment we have again topped-up the dividend at the full year, using the

same mechanism. This has resulted in a final dividend of 3.2 pence per share and a total dividend for

FY24 of 6.6 pence, representing a payout of 85% and 118% covered by UFFO.

Chief Financial Officer’s review

Will Hobman

Chief Financial Officer

46 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

UFFO for the year ended 31 March 2024 was £24.4 million, which

compares to £25.8 million for the year ended 31 March 2023, with

the reduction due to £61.3 million of completed disposals over the

last 24 months and one-off Covid related credits received in the

prior year. Importantly, UFFO for the year ended 31 March 2024

includes £2.5 million of asset management fee income, an increaseof

£1.0 million when compared to the prior year, reflecting the progress

we have made during the year in our key strategic priority to grow

our Capital Partnerships.

Taking account of £38.3 million of disposals completed during the

year and the modest valuation movement of -2.3%, our portfolio

wasvalued on a proportionally consolidated basis at £543.8 million as

at 31 March 2024, compared to £593.6 million as at 31 March 2023.

The modest portfolio valuation decline is reflected in the reduction

in EPRA Net Tangible Assets per share from 121 pence at 31 March 2023

to 115 pence at 31 March 2024. We delivered a total accounting

return of +0.5%, compared to -4.6% in the prior year.

Key performance measures

The Group financial statements are prepared under IFRS, where the

Group’s interests in joint ventures and associates are shown as a single

line item on the income statement and balance sheet. Management

reviews the performance of the business principally on a proportionally

consolidated basis which includes the Group’s share of joint

ventures and associates on a line-by-line basis. The Group’s

financial key performance indicators are presented on this basis.

In addition to information contained in the Group financial

statements, Alternative Performance Measures (‘APMs’), being

financial measures that are not specified under IFRS, are also used

by management to assess the Group’s performance. These APMs

include a number of European Public Real Estate Association

(‘EPRA’) measures, prepared in accordance with the EPRA Best

Practice Recommendations reporting framework, which are

summarised in the ‘Alternative Performance Measures’ section

atthe end of this document. We report these measures because

management considers them to improve the transparency and

relevance of our published results as well as the comparability with

other listed European real estate companies. Definitions for APMs

are included in the glossary and the most directly comparable IFRS

measure is also identified. The measures used in the review below

are all APMs presented on a proportionally consolidated basis

unless otherwise stated.

The APM on which management places most focus, reflecting the

Company’s commitment to driving income returns, is UFFO. UFFO

measures the Company’s operational profits, which includes other

income and excludes one off or non-cash adjustments, such as

portfolio valuation movements, profits or losses on the disposal

ofinvestment properties, fair value movements on derivatives and

share-based payment expense. We consider this metric to be the

most appropriate for measuring the underlying performance of the

business as it is familiar to non-property investors, and better

reflects the Company’s generation of profits. It is for this reason

thatUFFO is used to measure dividend cover.

The relevant sections of this Finance Review contain supporting

information, including reconciliations to the financial statements and

IFRS measures. The ‘Alternative Performance Measures’ section

also provides references to where reconciliations can be found

between APMs and IFRS measures.

Our stable underlying financials

and strong balance sheet

position us well for growth

Financial Highlights

Underlying Funds

FromOperations

£24.4m

FY23: £25.8m

LTV

30.8%

FY23: 33.9%

UFFO Per Share

7.8p

FY23: 8.3p

Ordinary Dividend

PerShare

6.6p

FY23: 6.7p

IFRS Profit / (Loss)

AfterTax

£3.0m

FY23: £(16.8)m

Admin cost ratio

15.7%

FY23: 15.2%

Total Accounting

Return

+0.5%

FY23: -4.6%

Net finance costs

£10.6m

FY23: £14.9m

Net debt

£167.3m

FY23: £201.3m

Interest cover

6.5x

FY23: 4.3x

Weighted average

debtmaturity

3.9yrs

FY23: 4.7 yrs

Net debt: EBITDA

4.8x

FY23: 4.9x

1. UFFO and LTV reduced due to disposals completed in the last 24 months and Covid

related credits recognised in FY23

2. Drawn debt only

Strategic report

47NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Chief Financial Officer’s review continued

Underlying Funds From Operations

The following table reconciles IFRS profit / (loss) after taxation to UFFO, which is the Company’s measure of underlying operational profits.

Reconciliation of profit / (loss) after taxation to UFFO

31 March 2024

£m

31 March 2023

£m

Profit / (loss) for the year after taxation 3.0 (16.8)

Adjustments

Revaluation of property 13.9 38.2

Revaluation of joint ventures’ and associates’ investment properties – (0.8)

Loss on disposal of investment properties 3.8 3.8

Changes in fair value of financial instruments (0.1) (0.2)

Loss on disposal of joint venture 2.3 –

Deferred tax – 0.2

EPRA Earnings 22.9 24.4

Forward looking element of IFRS 9 – (0.2)

Head office relocation costs – 0.5

Share-based payments charge 1.5 1.1

Underlying Funds From Operations 24.4 25.8

Underlying Funds From Operations is presented on a proportionally consolidated basis in the following table.

Underlying Funds From Operations

31 March 2024 31 March 2023

Group

£m

JVs & Associates

£m

Adjustments

£m

Proportionally consolidated

£m

Proportionally consolidated

£m

Revenue 65.0 1.5 – 66.5 76.2

Property operating expenses (20.9) – – (20.9) (25.7)

Net property income 44.1 1.5 – 45.6 50.5

Administrative expenses (12.4) (0.1) 1.5 (11.0) (11.1)

Other income 0.4 – – 0.4 1.4

Operating profit 32.1 1.4 1.5 35.0 40.8

Net finance costs (9.9) (0.6) (0.1) (10.6) (14.9)

Taxation – – – – (0.1)

Underlying Funds From Operations 22.2 0.8 1.4 24.4 25.8

UFFO per share (pence) 7.8 8.3

Ordinary dividend per share (pence) 6.6 6.7

Ordinary dividend cover 118% 125%

Admin cost ratio 15.7% 15.2%

Weighted average # shares (m) 311.4 309.7

1. Adjustments to Group and JV & Associates figures to remove non-cash and non-recurring items, principally share-based payment charge £(1.5) million and revaluation of derivatives

£0.1 million

48 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

On a proportionally consolidated basis, net property income

was£45.6 million in FY24, compared to £50.5 million in FY23.

Thiswaspredominantly due to the impact of £23.0 million of disposals

completed in FY23, the disposal of the Napier Joint Venture during Q1

FY24 and the disposal of two Work Out assets in the second half of the

year which collectively reduced net property income by £4.3 million.

The benefit received from rent and service charge provisions

reduced by £0.4 million, largely due to the collection of historical

rental arrears during FY23. Over the previous two years, we have

benefitted from the collection of rent arrears from the Covid era

which had been provided for during the pandemic. This benefit has

drawn to a close as these historical collections are now finalised

and rental and service charge provisions have stabilised, with rent

collection for FY24 remaining strong at 99%.

Like-for-like net rental income reduced by £1.4 million during FY24,

the majority of which was attributed to the Work Out portfolio which

contributed £0.9 million of the decline. The Work Out portfolio,

which represented 11% of portfolio valuation at the start of FY24,

contains assets we do not want to hold in their current configuration

inthe long-term, and therefore we have a target to either sell or

reposition this portfolio. At the start of FY24 the portfolio contained

nine assets, four of which we earmarked for disposal and five of

which we planned to turnaround by investing capital to reposition.

During FY24 we sold two and repositioned two assets meaning the

Work Out portfolio represented just 6% of total portfolio valuation at

the end of FY24.

Like-for-like net rental income within our Regeneration portfolio

declined slightly by £0.4 million as we continue to prepare assets

for vacant possession but pleasingly, our Core Shopping Centres

and Retail Parks have remained stable contributing only a modest

decline in net rental income of £0.1 million in the year.

Asset management fees generated from our Capital Partnerships

increased by £1.2 million in the year on a like-for-like basis,

predominantly due to the asset management mandate signed with

M&G Real Estate during Q4 FY23. The scope of this mandate has

already expanded twice, with an additional shopping centre added

inApril 2023 and an additional retail park in November 2023,

increasing the number of assets managed to 17 retail parks and two

shopping centres. As previously noted, we believe that we have a

significant opportunity to deliver further earnings growth through

our Capital Partnerships activity and we are currently actively

seeking a new long-term partner to operate in the retail park

sector,to enable us to co-invest to generate rental income

andasset management fees.

Administrative expenses

We have continued to focus on cost efficiencies and, despite

inflationary pressures, we have again reduced administrative

expenses, to £11.0 million in FY24 compared to £11.1 million in FY23.

It is also worth noting that in FY21, immediately prior to the launch

of our cost reduction initiatives, administrative expenses were

£12.0 million and so the current year figure of £11.0 million

represents over an 8% reduction versus this baseline.

As we look forward to the financial years ahead, we have identified

further cost saving initiatives that we are looking to implement to

keep our administrative expenses at a stable level and where

possible to unlock further reductions.

Net property income

Analysis of net property income (£m)

Net property income for the year ended 31 March 2023 50.5

Net disposals (4.3)

Net property income re-based 46.2

Rent and service charge provisions (0.4)

NRI Core, Retail Parks & Other (0.1)

NRI Regeneration (0.4)

NRI Work Out (0.9)

Like-for-like net rental income (including Work Out) (1.4)

Asset management fees 1.2

Net property income for the year ended 31 March 2024 45.6

49NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Chief Financial Officer’s review continued

Other income

Other income recognised during FY24 of £0.4 million compared

to£1.4 million recognised during FY23. The income in the prior

yearrelated to the settlement of an income disruption insurance

claim relating to our car park income during the first Covid lockdown

between March and June 2020. We stated in our FY23 results that

a more modest claim relating to our commercialisation and turnover

rent income during the same Covid period remained ongoing,

andduring the first half of FY24 we settled the commercialisation

element of the claim, which contributed the entire £0.4 million of

Other income recognised during the year.

Net finance costs

Net finance costs reduced by £4.3 million during FY24, falling

from£14.9 million in FY23 to £10.6 million in FY24, primarily due

tointerest income received on our cash reserves. We are currently

holding cash reserves of £133.2 million, the majority of which

areondeposit generating a return of over 5%, which contributed

£5.4 million of income during the year, compared to £1.1 million in

the year ended 31 March 2023 due to an increase in cash holdings

and deposit rates, reflective of our pro-active treasury management.

Taxation

As a REIT we are exempt from UK corporation tax in respect of our

qualifying UK property rental income and gains arising from direct

and indirect disposals of exempt property assets. The majority of

the Group’s income is therefore tax free as a result of its REIT

status, albeit this exemption does not extend to other sources

ofincome such as interest or asset management fees.

Dividends

Under our dividend policy, we declare dividends equivalent to 80%

of UFFO twice annually at the Company’s half and full year results,

calculated with reference to the most recently completed

six-month period.

The Company is a member of the REIT regime whereby profits from

its UK property rental business are tax exempt. The REIT regime

only applies to certain property-related profits and has several

criteria which have to be met, including that at least 90% of our

profit from the property rental business must be paid as dividends.

We intend to continue as a REIT for the foreseeable future, and

therefore our policy allows the final dividend to be “topped-up”,

including where required to ensure REIT compliance, such that the

payout in any financial year may be higher than our base policy

position of 80% of UFFO.

When we announced our half year results in November 2023,

weexplained that we would top-up our half year dividend pending

deployment of the significant cash holdings available at that time,

by paying out 100% rather than 80% of the interest income earned

on our cash holdings during the first half. This increased the first

halfdividend by 0.2 pence per share meaning that the dividend

inrespect of the six months ended 30 September 2023 was 3.4

pence per share, which represented an 85% payout / 118% cover

ofUFFO of 4.0 pence per share. We also noted that our intention

would be to top-up the full year dividend too, subject to capital

deployment in H2.

The Board has today declared a final dividend, in respect of the

second half of FY24, of 3.2 pence per share. This dividend includes

a 0.2 pence per share top-up consistent with the approach adopted

in the half year and reflecting that we have deployed limited capital

in the second half. This takes the total FY24 dividend declared to

6.6 pence, equivalent to 85% of UFFO per share of 7.8 pence.

Thefinal dividend of 3.2 pence per share in respect of the year

ended 31 March 2024 will, subject to shareholder approval at the

2024 AGM, be paid on 16 August 2024. The ex-dividend date will

be 4 July 2024 with an associated record date of 5 July 2024. The

dividend will be payable as a REIT Property Income

Distribution(PID).

50 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Net assets

As at 31 March 2024, IFRS net assets were £361.1 million, reducing

from £378.6 million at 31 March 2023 primarily due to the 2.3%

like-for-like decrease in our portfolio valuation, the majority of which

(2.0%) occurred in the first half of the year. Encouragingly, in the

second half, valuations were broadly stable reducing by a modest

0.4%, driven by stabilised ERVs and yield profiles. This reflected an

outperformance versus both the MSCI All Property (-2.9%) and All

Retail (-3.4%) indices.

EPRA NTA is calculated by adjusting net assets to reflect the

potential impact of dilutive ordinary shares, and to remove the fair

value of any derivatives, deferred tax and goodwill held on the

balance sheet. These adjustments are made with the aim of

improving comparability with other European real estate companies.

For the same reason noted above when discussing IFRS net assets,

EPRA NTA decreased by 4.5% to £361.8 million from £378.9 million

at 31 March 2023 and EPRA NTA per share decreased by 5.0% to

115 pence from 121 pence at 31 March 2023.

Properties at valuation

Properties at valuation decreased by £49.8 million from £593.6 million

as at 31 March 2023 to £543.8 million as at 31 March 2024. The

principal reason for the decrease was the £31.3 million disposal of

our Napier Joint Venture with BRAVO and £7.0 million of disposals

in our Work Out portfolio. The remainder of the decrease reflects

the modest portfolio valuation decline explained above of 2.3%.

Balance sheet

EPRA net tangible assets (‘EPRA NTA’) include a number of adjustments to the IFRS reported net assets and both measures are presented

below on a proportionally consolidated basis.

As at 31 March 2024 As at 31 March 2023

Group

£m

JVs & Associates

£m

Proportionally

consolidated

£m

Proportionally

consolidated

£m

Properties at valuation

533.8 10.0 543.8 593.6

Right of use asset 75.6 – 75.6 76.7

Investment in JVs & associates 5.7 (5.7) – –

Other non-current assets 0.3 – 0.3 1.9

Cash 132.8 0.4 133.2 111.3

Other current assets 11.4 0.4 11.8 15.9

Total assets 759.6 5.1 764.7 799.4

Other current liabilities (26.3) (0.4) (26.7) (30.6)

Lease liability (75.6) – (75.6) (76.7)

Borrowings

(296.6) (3.9) (300.5) (312.6)

Other non-current liabilities – (0.8) (0.8) (0.9)

Total liabilities (398.5) (5.1) (403.6) (420.8)

IFRS net assets 361.1 – 361.1 378.6

EPRA adjustments:

Deferred tax 0.8 0.9

Fair value financial instruments (0.1) (0.6)

EPRA NTA 361.8 378.9

EPRA NTA per share 115p 121p

IFRS net assets per share 116p 122p

LTV 30.8% 33.9%

1. See Note 14 for a reconciliation between Properties at valuation and categorisation per Consolidated balance sheet

2. Principal value of gross debt, less unamortised fees

51NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Chief Financial Officer’s review continued

Debt & financing

Proportionally consolidated

31 March 2024 30 September 2023 31 March 2023

Weighted average cost of debt – drawn only

3.5% 3.5% 3.5%

Weighted average debt maturity – drawn only

3.9 yrs 4.4 yrs 4.7 yrs

Weighted average debt maturity – total

3.6 yrs 4.1 yrs 3.8 yrs

1. Weighted average cost of debt and weighted average debt maturity on drawn debt only

2. Weighted average debt maturity on total debt. Figure at 31 March 2023 includes £125 million undrawn RCF. Figures at 30 September 2023 and 31 March 2024 include the new £100 million

undrawn RCF which was agreed in the second half of FY24. Average debt maturity excludes two one-year extension options on the RCF. Assuming these options are exercised and bank

approved, weighted average debt maturity on total debt at 31 March 2024 increases to 4.1 years

Proportionally consolidated

31 March 2024

£m

30 September 2023

£m

31 March 2023

£m

Cash 133.2 138.0 111.3

Principal value of gross debt (304.0) (304.0) (316.0)

Net debt

(167.3) (163.1) (201.3)

Drawn RCF – – –

Total liquidity

233.2 238.0 236.3

Gross debt repaid / (drawn) in the year / period 12.0 12.0 (2.0)

Loan to Value 30.8% 29.5% 33.9%

1. Including unamortised arrangement fees

2. Cash and undrawn RCF. Position at 31 March 2023 includes £125 million undrawn RCF. Position at 30 September 2023 and 31 March 2024 includes the new £100 million undrawn RCF which

was agreed in the second half of FY24

Our weighted average cost of debt has remained stable throughout the financial year at 3.5% and our weighted average debt maturity has

reduced from 4.7 years as at 31 March 2023 to 3.9 years as at 31 March 2024. Both cost of debt and weighted average debt maturity are now

closely aligned to our unsecured corporate bond because this now accounts for £300 million of our £304 million of drawn debt following the

repayment of our share (£12 million) of the secured bilateral facility in the Napier Joint Venture on its disposal during the first half of the year.

In November 2023 we successfully refinanced the Revolving Credit Facility (‘RCF’) with all four banks involved in the previous facility

(Barclays Bank PLC, HSBC UK Bank plc, National Westminster Bank plc and Santander UK plc) demonstrating their continued support for

NewRiver through the refinanced facility. The new facility is for £100 million, with a £50 million accordion available subject to lender approval

(previous facility £125 million with a £50 million accordion), and the maturity has been extended from August 2024 to November 2026 with

options to extend the facility by two additional one-year terms (subject to lender approval) to November 2028. In addition, the annual cost

ofholding the RCF has also reduced, as a result of a reduction in both the headline margin and quantum. Although the RCF is currently

undrawn, maintaining the RCF ensures we continue to benefit from access to valuable additional liquidity and at the same time by

reducingthe size and margin of the RCF, we have been able to do so at a reduced overall cost.

Financial policies

We have five financial policies in total, including LTV and Interest cover which also appear as debt covenants on our unsecured RCF and our

bond. These form a key component of our financial risk management strategy which remains as important as ever given the macro-economic

climate. For the year ended 31 March 2024, we were in compliance with all of our financial policies.

52 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Measure Financial policy Proportionally consolidated

31 March 2024 30 September 2023 31 March 2023

Loan to value Guidance <40% 30.8% 29.5% 33.9%

Policy <50%

Group

31 March 2024 30 September 2023 31 March 2023

Balance sheet gearing <100% 45.4% 43.5% 49.7%

Proportionally consolidated

FY24 HY24 FY23

Net debt: EBITDA <10x 4.8x 4.4x 4.9x

Interest cover

>2.0x 6.5x 5.2x 4.3x

Ordinary dividend cover

>100% 118% 118% 125%

1. 12 month look-back calculation, consistent with debt covenant

2. Calculated with reference to UFFO

We have seen improvements across all four of our debt related financial policies during the year ended 31 March 2024.

LTV has reduced over the financial year from 33.9% at 31 March 2023 to 30.8% at 31 March 2024 and continues to be well within our

guidance of <40%, primarily due to the disposal of our Napier Joint Venture with BRAVO and two of our Work Out assets. LTV increased

slightly in the second half of the financial year from 29.5% at 30 September 2023 due to the EBT Share Purchase Programme in Q3 and

thepayment of the annual interest on the £300 million unsecured corporate bond in March 2024. Balance sheet gearing followed the same

pattern for the same reasons, reducing from 49.7% at 31 March 2023 to 43.5% at 30 September 2023, before increasing slightly to 45.4% at

31 March 2024, well within our guidance.

Net debt: EBITDA, has improved marginally from the position at 31 March 2023, reducing by 0.1x to 4.8x, with an increase in H2 from the

position at 30 September 2023 due to payment of bond interest.

Our interest cover, which is calculated using the net of cash interest paid and cash interest received, has improved significantly throughout

the year, from 4.3x at 31 March 2023 to 5.2x at 30 September 2023 to 6.5x at 31 March 2024 as we continued to hold significant cash

reserves pending deployment.

The Board has declared a final dividend of 3.2 pence per share, bringing the total dividend declared for the year to 6.6 pence per share,

which represents 85% of UFFO and so is comfortably fully covered, in-line with our financial policy.

Additional guidelines

Alongside our financial policies we have a number of additional guidelines used by management to analyse operational and financial risk,

which we disclose in the following table:

Guideline 31 March 2024

Single retailer concentration <5% of gross income 3.3% (Poundland)

Development expenditure <10% of GAV <1%

Risk-controlled development >70% pre-let or pre-sold on committed N/A, no developments on site

Conclusion

We have produced a strong set of financial results, underpinned by the consistency of our portfolio’s underlying cashflows, continued

improvement across all of our key financial metrics and growth from our Capital Partnerships, which we have earmarked for further growth

given we are now in a position to deploy capital selectively and decisively when the right opportunities arise.

Looking forward, we remain confident in our ability to deliver our medium-term target of a consistent 10% total accounting return.

Will Hobman

Chief Financial Officer

20 June 2024

53NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Stakeholder engagement

THE SUCCESS OF OUR

BUSINESS IS UNDERPINNED

BY OUR BEST IN CLASS

TEAM AND STRONG

RELATIONSHIPS WITH

MULTIPLE STAKEHOLDERS

54 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

55NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Our Stakeholders

Our people are what make the success of NewRiver possible.

Weare delighted that the culture and expertise of the NewRiver

team were recognised for the second consecutive year by the

Sunday Times Best Places to Work 2024 (post-period end).

We continuously invest in our team and culture, and in turn our

highly committed and experienced team continuously invest in our

relationships and partnerships.

We are proud of our highly motivated, collegiate and well-balanced

team, with a 50:50 gender split. Our team continue to focus on

helping drive the business forward whilst also advancing their

owncareer development. We foster strong working relationships

with our wider stakeholders who collectively help us deliver on our

strategy, business model and ongoing success. We recognise that

our stakeholders have a range of varying priorities and concerns

and we endeavour to incorporate these into our own strategic

decision-making.

Board engagement

Critical to effective Corporate Governance is how the Board aligns

strategic decisions with the Company’s purpose, values, strategy

and stakeholders. The NewRiver Board has a clear stakeholder

engagement plan, regularly consulting with the NewRiver team, who

inturn manage and foster the relationships with core stakeholders.

Our Stakeholders include:

Stakeholder engagement

Sunday Times

Best Places to Work 2023 & 2024

During the period (May 2023) we were recognised in the

Sunday Times Best Places to Work 2023 awards for the first

time, and are delighted to be recognised again, post-period,

inthe 2024 awards (May 2024). Included in the ‘small

organisation’ category (10-49 employees), the awards

acknowledged our wide-ranging benefits package and

ongoing commitment to supporting our team and their

careerdevelopment through a collaborative, diverse

andinclusive culture.

In May 2023 we received positive survey results including

strong approval and engagement ratings of 82%, with a

“confidence in management” score of 80% and achieved

“Excellent” acrossall areas. In the most recent May 2024

survey our average engagement score improved further to

84%, and 87% of NewRiver employees who participated said

they felt empowered, while job satisfaction, happiness and

well-being also scored highly at 86%, 84% and 83%

respectively.

The Sunday Times recognised our flexible working

environment, as well as important policies including full private

medical cover, ‘gender-agnostic’ shared parental leave and a

fully paid six-week sabbatical after 10 years of service.

We were also recognised for our commitment to learning and

career progression, providing practical support for development

and empowerment.

“We are delighted to be recognised by The

Sunday Times as one of the best companies

towork for in the UK for two years running.

We are proud of our excellent culture at

NewRiver which we continuously invest in to

ensure we have the happiest, most talented

andenergised team.

The fact that 75% of the NewRiver team have

been at the company for more than five years is

testament to the positive working environment

and culture that we have established.

We are driven, collaborative

and well-balanced with a

50:50 gender split, and

23% ethnicity. It is the

team themselves who

enhance and protect our

positive culture. I would

like to thank everyone

atNewRiverfortheir

hardworkand dedication

aschampions of our culture.”

Edith Monfries

Chief Operating and People Officer at NewRiver REIT

Environment

Lenders

Occupiers

Capital

Partners

Shareholders

Team

Local

Authorities

Communities

Our Stakeholders

56 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

The Directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely

topromote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in

section 172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 March 2024.

Details of our key stakeholders and how the Board engages with them can be found here in our Stakeholder Report. Further details of the

Board activities and principal decisions are set out on page 113 providing insight into how the Board makes decisions and their link to

strategy. Other disclosures relating to our consideration of the matters set out in s172(1)(a-f) of Act can be found as follows:

S172 factor Our approach

the likely consequence

ofany decision in the

longterm

As a Board of a REIT owning assets which also include a risk-controlled development pipeline, the

Board is always conscious of the long term. Looking to the future the Board and Executive Committee

regularly assess the overall corporate strategy and acquisition, asset management and disposal

decisions in the context of current and future long-term trends and markets. We closely assess the

latest trends reported by our research providers, to ensure we are aligned with evolving trends.

Theseinsights and the Board’s own extensive experience steer the long-term strategic direction.

the interests of the

company’s employees

We have a small workforce which allows a naturally close proximity between them and the Board

making it easy for the Board to engage with staff directly especially as the Directors regularly visit the

London office and other sites. This year Directors have visited assets, spent time in the London office

and attended social events with staff.

the need to foster the

company’s business

relationships with

suppliers, customers

andothers

The Board is committed to fostering the Company’s business relationships with occupiers, local

authorities and other stakeholders. These stakeholders are key to our business model and therefore

members of the Exco (including Board members) have direct responsibilities for managing and

developing these relationships. Board site visits during the year have helped in developing these

relationships andunderstanding the needs of these stakeholders.

the impact of the

company’s operations

onthe community and

theenvironment

The Board is committed to our communities and our assets are integral to the communities they serve.

We aim to enhance the lives of consumers and minimise our impact on the environment. These matters

are therefore considered in all strategic decisions and embedded into the business model.

the desirability of

thecompany maintaininga

reputation for high

standards of

businessconduct

Our values mirror our culture and as a team our values are to be trusted and respected and this is

entrenched into Board decisions. Staff receive regular training on our anti-corruption policies to ensure that

they are entrenched in all staff decisions and conduct. Again the size and proximity of the workforce allows

our values to be communicated, embedded and monitored easily and less formally.

the need to act fairly as

between members of

thecompany

The Board recognises the importance of treating all members fairly and monitors the views of the

Company’s shareholders through reports on investor and analyst communications so that their views and

opinions can be considered when setting strategy.

Section 172(1) Statement

57NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Stakeholder engagement continued

Our Team

At NewRiver we know that the success of the Company comes from

the people within our team.

Our people strategy ensures a collaborative, inclusive and

flexibleworking environment. We are proud to say this has been

recognised for the second consecutive year, post period, in May

2024, having been named one of the best places to work in the UK

by The Sunday Times Best Places to Work List 2024, scoring

“Excellent” across all six criteria.

Communication, collaboration and respect continue to sit at the

heart of our people strategy which harnesses the power of the

teamto drive our business forward.

We provide support for every member of the team, with a wide range

of well-being initiatives to ensure an effective work/life balance.

Training and Development is key to empowering our loyal team and

ensuring that everyone has a chance to unlock their full potential.

Our flexible working policy fosters a positive working environment to

suit the different lifestyles of our team. As well as flexible working, we

offer an attractive and wide-ranging benefits package including full

private medical cover and ‘gender-agnostic’ shared parental leave

together with training and career development in a collegiate, diverse

and inclusive culture. Long-serving team members are also rewarded

with a fully paid six-week sabbatical following 10 years of service; and

we also offer an opt-in salary sacrifice for electric cars and a policy

enabling staff to take time off to volunteer. Our high staff retention

testifies the team satisfaction with over 75% of our staff having worked

at NewRiver for 5 years’ or more.

Recruitment and talent

This year, our total head count across the Group at the close of the

period was 48. Our approach to recruitment and development is

aligned with both the needs of the business today and our

aspirations for the future, whilst remaining committed to maintaining

the unique corporate culture that is one of NewRiver’s key and

distinguishing strengths.

We are continuously working to develop the skills, capability and

performance of all employees. Our support ranges from funding

professional qualifications including RICS and ACCA to informal

training sessions and a bi-weekly team meeting to empower the team

with research and knowledge to help enhance their day-to-day role.

We continue to support the UK Government’s Apprenticeships

Scheme. During the year 71% of our staff undertook professional

training and employees across the business spent a total of 2,431

hours on training, including Continuing Professional Development.

We appraise our team annually, undertaking a tailored performance

review which includes a professional development plan which allows

our team to set objectives, track progress and fulfil their potential.

Health and Well-being

We recognise that our people are our greatest asset and we are

committed to improving the quality of our employees’ working lives

by providing a safe and healthy working environment. Our aim is to

create a positive working environment by integrating well-being in

all work activities and by empowering our people to make positive

choices regarding their health and well-being.

Gender & Ethnicity

We are proud to say that we have a very even gender balance

across the business with a 50:50 gender split; and a 23% ethnicity

representation across the business.

Read more information about our

Diversity & Inclusion on pages 59, 82 and 121 to 122

Gender & Ethnicity representation across

the business

We are proud to say that we have a very even gender

balance across the business:

Group

50%

Male

Female

23%

Ethnicity

Representation

Employees

75%

Of our team have worked at

NewRiver for 5+ years

Hours of training per

employee this year

2,431

Total hours of training

thisyear

71%

Of our team undertook

professional training

duringthe year

63%

Of our team have

professional qualifications

102

Hours of volunteer supportdedicated to the Trussell Trust

58 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Physical Environment and Flexible Working

During the previous financial year, we relocated to our new office

space on Whitfield Street in Fitzrovia. The office is within one of the

greenest office buildings in London, with access to an attractive

communal shared office space and extensive fitness and well-being

facilities including bike lockers and a variety of hosted well-being

classes and branded pop-ups. The London office space is open

plan with hot-desks which has helped our team become more

digitally-centric and print less paper. The office environment

provides easy accessibility to management and the opportunity

forteam members at all levels to communicate and engage across

teams and to learn from colleagues in a more relaxed environment.

We offer all staff the ability to work from home two days a week,

with three days in the office or at assets, and we work around core

hours to enable staff to travel and organise their days to best suit

them, be it time with family or to undertake fitness or hobbies.

We believe our working policies are effective in how it translates

through to our low absentee rates of less than 2%.

Our dedicated Diversity and Representation Committee meet regularly

and implement initiatives to engage and motivate the wider team.

Mental Health

We have continued our partnership with mental health charity,

Chasing The Stigma, to ensure that mental health is normalised in

both the workplace and our wider communities. During the previous

financial year we provided important mental health training via Chasing

The Stigma’s dedicated mental health programme called

‘Ambassadors of Hope’. Training was delivered for the NewRiver

shopping centre on-site teams as well as to the NewRiver Head

Office team including members of our Executive Committee. We

continued the training this year and we now have a total of 156

‘Ambassadors of Hope’ across our business since our partnership

began in March 2023. This training enables the team to support the

work of the charity and signpost to mental health support resources

available locally and nationally. This year we have also worked with

the charity at an asset level to help locate mental health services for

our local community to access. We also have trained mental health

first aiders at Head Office.

Find out more here: www.chasingthestigma.co.uk

Diversity

As a Company, we are committed to a culture of diversity and inclusion

in which everyone is given equal opportunities to progress regardless of

gender, race, ethnic origin, nationality, age, religion, sexual orientation or

disability. Our ethnicity representation is 23%. We also have a Diversity

and Representation committee who meet regularly to promote inclusion

across the business. We believe there is a broad composition of diversity

across the business, and this was once again recognised post period by

the Sunday Times Best Places to Work 2024 survey where we

scored “Excellent” in our Diversity and Inclusion measures.

Details of Board and Executive Committee composition can be

found in the Nomination Committee Report on pages 121 and 122.

Reward and Recognition

We have an expert and passionate team who are dedicated to

achieving the results that we deliver year on year and the Board is

committed to rewarding this hard work through our remuneration

policies; this includes bonus entitlements to reward excellent

performance, and also through our Long Term Incentive Plan to

help secure retention of our talented team.

The Company offers a range of benefits to our team, some

particular highlights include:

• flexible hybrid working with 3:2 days split in the office/on site:

athome

• full private medical cover for all staff

• ‘gender-agnostic’ shared parental leave

• training and career development

• an electric car scheme

• six week paid sabbatical to employees who have been with the

business for 10+ years

• mental and physical health resources and training

• staff volunteering policy enabling staff to take time off to

volunteer for our charitable partner The Trussell Trust or a charity

of their choice

The team also have the opportunity to discuss the benefits available

with specialist advisers to ensure that they suit their needs. We

review the benefits each year to ensure they meet employee

expectations and industry benchmarks.

59NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Stakeholder engagement continued

Board Engagement during the year

Our Board have a comprehensive engagement

strategy working to engage the wider team,

including an active outreach programme with

Board Directors visiting assets to meet the

centremanagement teams, our occupiers

andlocal authorities.

A regular staff forum ensures that there is effective communication and

interaction between the Board, Senior Management and thewider

Team. We regularly provide the opportunity for our Non-Executive

Directors to meet the team both formally and informally, both in

confidence or in wider forum.

Alastair Miller, our designated Non-Executive Director responsible

forengaging with the NewRiver team, holds an annual team

engagement session in person and online to listen to perspectives

from across the team as well as allowing staff the opportunity to

hear from Alastair around the work of the Remuneration Committee.

This year’s themes also included the succession planning and

recruitment process for our new Chair, as well as macro-economic

themes, strategic growth priorities for the business and flexible

working patterns.

We also participated in the Sunday Times Best Places to Work 2023

survey, which showed engagement scores (82%) above industry

averages of 72% and we scored 80% for ”confidence in

management” versus the benchmark of 68%. We were also

recognised for the second consecutive year, post period end in May

2024, in the UK Sunday Times Best Places to Work 2024. More

information can be found on page 56.

We hold regular staff meetings which cover a range of topics to

keep the team updated about the business and promote wider

sector knowledge, with external speakers and team-driven

agendas. Our Senior Leadership Team meet quarterly to discuss

strategy, processes and culture to help drive business efficiencies

and growth, reporting into ExCo.

Read more information on our Section 172(1) Statement on

page 57

How did we engage?

• Staff Forum and bi-weekly all staff briefing meetings

• Sunday Times Best Places to Work Survey 2023; and post-period

Sunday Times Best Places to Work Survey 2024

• Regular Non-Executive Director office visits to allow the Board to

interact with and listen to the wider team

• Our comprehensive appraisal process with individual

performance reviews and development discussions

• Continued Chasing The Stigma “Ambassador of Hope”

mentalhealth partnership

• Alastair Miller, our designated Non-Executive Director

responsible for engaging with employees, held team

engagement session

• Board Directors visited assets across the portfolio to better

understand the assets and spend time with the property team

and local on-site teams

Topics raised

• Leadership and Strategy

• Opportunities for personal and career development

• Knowledge-sharing across the Company

• Well-being and flexible working

• Rewards and benefits

• Fostering a diverse and inclusive culture

• Succession and recruitment for the Company’s new Chair

• Our ESG strategy

How did we respond?

• Findings from the employee survey 2023 demonstrated that our

team are fulfilled and happy, but we continue to invest in culture,

knowledge-sharing, well-being and training to ensure we manage

and address Company level engagement priorities

• Continued to provide a range of physical and mental well-being

services

• Continued to encourage employee shared ownership in the

Company’s success through the award of all-employee

shareschemes

• Training and information sessions conducted on key topics raised

• Expanded our Diversity Policies

• Leadership Skills Training

60 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Our Communities

Our assets are located in the heart of

communities throughout the UK and play an

integral role in the lives of our customers.

In many locations we are one of the largest real estate owners and

we take this responsibility very seriously and Board Directors visit

assets regularly with the asset teams to see the assets in action

andunderstand how they provide for the local community and

wider town. We aim to strengthen the communities we operate

inproviding for the everyday needs of locals through our shops

andservices and supporting the causes that matter to them.

Read more about our community engagement initiatives

on pages 69, 70, 77, 79, and 81

Board Engagement during the year

How did we engage?

• Regular reporting to the Board through the quarterly CEO report

and quarterly ESG reporting

• Received presentations from Asset and Development team

onCommunity Investment Plans and Asset Business Plans

• Directors volunteered at Trussell Trust food banks

• Board Directors visited assets across the portfolio meeting with

local teams alongside the asset and development managers

• The Board considers potential impacts to local residential areas

where Regeneration and broader developments are under

discussion, including during the planning process relating to key

developments across our portfolio

• Requests for capital expenditure approval require consideration of

how the projects could benefit the local community including

improvement of the retail and services offer, creation of new jobs

and homes, public realm enhancement and environmental impact.

• Regular consultation with local community groups, through our

regeneration work, to enable us to understand their requirements

and establish our priorities as a result – resulting in the planning

application submission for Grays and progress of our existing

planning consent in Burgess Hill

• NewRiver representatives sit on the Board of several Town Funds

to help steer the direction of local economic and social growth

• Our Shopping Centre Managers organise regular events and

fundraising activities which bring people together, encourage

dialogue and support the development of thriving communities

• TARA: We continue our partnership with The Academy of Real

Assets, a charity whose mission is to engage students from

under-served UK state schools and introduce them to a career in the

world of real estate by providing them with insight into, and

contacts within, the industry. This year one of our centre

managers, for Bexleyheath, helped facilitate training for students

seeking to undertake work experience via TARA.

Topics raised

• Town centre regeneration

• Creating long-term social and economic prosperity Training for

students seeking to gain work experience

• Responsible planning, development and design

• Community well-being and social value

• Environmental protection

How did we respond?

• This year marked out fifth year of partnership with The Trussell

Trust, and we have now raised over £500,000 during that time,

as well as continuing to provide time and space by providing

physical space at our assets and volunteering time from our team

• Our centre teams undertake regular training to equip them with

appropriate skills and qualifications to help ensure the smooth

running of on-site teams, our occupiers and the centre in general

• Enhanced social media use for community engagement.

£500,000+

Raised since June 2019

Stopping UK Hunger: Our 5-year

partnership with the Trussell Trust

Since the inception of our partnership with the Trussell

Trust in June 2019, we have raised over £500,000 in

support of their mission to stop UK hunger. This year,

non-monetary support included 3.2 tonnes of food

donations; digital advertising; over 102 volunteering hours;

and support for their Essentials Guarantee campaign.

61NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Stakeholder engagement continued

Our Occupiers

When our occupiers are successful, so too are we.

We continuously nurture our working relationships with our

occupiers, so we can better understand their needs and potential

challenges or opportunities. We have hand-picked our portfolio to

focus on occupiers that provide essential goods and services and to

support the development of thriving communities across the UK,

while deliberately avoiding structurally challenged sub-sectors such

as department stores and mid-market fashion.

We are proud that our portfolio offers excellent affordability of rents

with low occupational costs, demonstrated through our consistently

strong retailer retention rate of 94% this year and an affordable

average rent of £11.82. Our on-site teams work hard to ensure that

our assets are clean, safe and welcoming environments for all ages.

Board Engagement during the year

How did we engage?

• Regular retailer engagement underpins our asset management

strategy including regular meetings between Board Directors,

Executive Directors and our asset teams with our key occupiers,

listening to challenges and opportunities arising from the shop

floor to retailer head offices which is fed into our planning and

informs our strategy

• Part of these conversations with our retailers include our

environmental and sustainability strategies, including green

leases, enhanced data collection and on-site energy consumption

• The Board receives regular reports on occupier activity through

Exco reports and ESG reporting to inform future strategy

• The asset management team attend the annual Completely Retail

Marketplace in London where the retail real estate industry come

together to discuss new opportunities as well as expand and

consolidate existing leasing plans and asset management initiatives

• Non-Executive Directors have attended industry conferences

alongside Executive Directors

Topics raised

• Topics raised via retailer and occupier meetings include

understanding the future needs of occupiers including sentiment,

performance, growth/contraction plans, sustainability initiatives

and potential opportunities and risks within our occupier base,

green leases and MEES compliance.

How did we respond?

• Continuing to collect energy data from our occupiers and assets

• Engagement with our occupiers regarding our Pathway to Net

Zero to help align with the occupiers’ net zero ambitions

• Assisting with Business Rate reductions for our occupiers

• Board Directors sit on various industry committees helping shape

policy and strategy. NewRiver team members sit on The British

Property Federation’s (BPF) various committees including the Finance

Committee where our CFO sits, the Development and Sustainability

committees, and our CEO chairs the BPF Retail Committee, recently

helping shape the BPF Retail Election Manifesto for the Government,

designed to help campaign for the key issues facing the retail

sector and unlock investment into the sector

• One of our Asset Directors is Vice Chair of the Leisure Property

Forum, actively participating in engaging with retail and leisure

operators and sharing this industry insight with the wider team

through presentations and events

• This year we have begun working with Lloyds Bank to access

high-quality consumer spending data that will provide detailed

insight into the performance and profile of our assets and

occupiers.

62 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

• The respective Committee Chairs engage with shareholders on

significant matters related to their specific areas of responsibility

• The Board receives regular updates on market sentiment,

investor relations activity and share price performance

Topics raised

• Continued delivery of the Company’s strategy

• Financial performance

• Operational performance

• Capital allocation

• Portfolio valuation performance

• Progress on the disposal of our Work Out portfolio

• Progress across our Regeneration portfolio

• Growth of Capital Partnerships

• Sustainability

• Retailer challenges and opportunities

• Macro-economic themes including how inflation and rising

energy costs impact our retailer

How did we respond?

• Ongoing Investor engagement programme, including virtual

meetings, allowing management to engage with international

andregionally based investors, and helping reduce associated

carbon emissions

• Ongoing investor feedback helps enhance our disclosures and

the supplementary information provided in results materials.

Our Shareholders

Our shareholders are the ultimate owners

ofourbusiness. In order to deliver on all our

ambitions for the communities we are invested

in,it is critical that our shareholders continue to

understand and support the Company’s strategy,

business model, investment case and progress.

We have an active engagement strategy, supported by our

corporate brokers, providing our shareholders with frequent

business updates, regular meetings, both in person and online,

andon-site visits.

Where appropriate, our Board and members of the Executive

Committee will engage with shareholders.

The comprehensive calendar of investor engagement includes the

AGM, regulatory announcements and non-regulatory news flow,

conference calls and shareholders roadshows, as well as regular

contact with financial analysts, financial media, investors, private

client fund managers, retail investors and equity sales teams.

Regular and targeted engagement ensures that our strategy,

business model and investment case are well understood by

shareholders and the wider market.

Board Engagement during the year

How did we engage?

• Programme of virtual and face-to-face investor meetings with the

CEO and CFO

• Engagement includes the AGM, regulatory announcements,

conference calls and investor roadshows, as well as regular

contact with financial analysts, financial media, investors, private

client fund managers, retail investors and equity sales teams

• As well as institutional investors, we engage with retail investors

via direct communications, our website, media, Annual General

Meetings (AGM) and platforms including Investor Meet, hosting a

dedicated retail investor presentation at our half year results

• Our relaunched corporate website contains comprehensive

information about our business, regulatory news and press

releases alongside information about our approach to

Environmental, Social and Governance (ESG) issues

• Management engaged with 84 investors during the year,

including shareholders and non-holders, and institutional

andretail investors

• We hosted an in-person results presentation to analysts in

November 2023 for our HY24 Results – a live audio webcast

wasalso available our website with a replay function

• The 2023 AGM was again held as a physical meeting and was

attended by all of the Board. Recognising that some shareholders

may not have been comfortable attending in person, we provided

opportunities for shareholders to submit questions via email and

to attend via conference call

• This year we undertook a Shareholder Perception Audit to better

understand the views of investors and sell side analysts in

relation to our business, strategy and management team

• The Board reviews and approves material and communications

with investors, namely trading updates, results announcements,

the Annual Report and Accounts, and significant business events

and transactions.

63NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Stakeholder engagement continued

Our Lenders

We have strong working relationships with our

bank lenders, bondholders and rating agency who

in turn help provide funding to facilitate our

strategy.

As part of this, we are in regular dialogue to ensure our banks and

bondholders understand the Company’s strategy and targets.

These relationships have helped ensure that the business remains

in a strong and flexible financial position with a fully unsecured

balance sheet. This structure is highly efficient and covenant-light,

affording us significant operational flexibility.

Board Engagement during the year

How did we engage?

• The CFO and finance team held regular meetings with our relationship

banks, bondholders and rating agency to ensure that they are kept up

to date with business strategy, developments and performance

• Held meetings with our bondholders as part of our FY23 and

HY24 results roadshow

• Debt structure and current and future debt requirements are

considered by the Board on a regular basis as part of the

CFO’sreview

Topics raised

• Performance of retail operations including occupier trading,

rentcollection, leasing, and occupancy

• Retail property valuations

• Progress of the disposal of our Work Out portfolio

• Progress of our Regeneration projects

• Broader activity within the retail investment market

• Interest rate environment

How did we respond?

• In November 2023 we successfully refinanced the Revolving

Credit Facility (‘RCF’) with all four banks involved in the previous

facility, demonstrating the continued support from existing bank

lenders for NewRiver through the refinanced facility. The new

facility is for £100 million, with a £50 million accordion available

(subject to lender approval), and the maturity has been extended

from August 2024 to November 2026 with options to extend the

facility by two additional one-year terms (subject to lender

approval) to November 2028

• No maturity on drawn debt until March 2028 and no exposure to

interest rate rises on our drawn Group debt facility

• In December 2023 Fitch Ratings once again affirmed NewRiver’s

Long-Term Issuer Default Rating (IDR) at ‘BBB’ with Stable Outlook,

our senior unsecured rating at ‘BBB+’ and Short-Term IDR at ‘F2’

Fitch Affirmed NewRiver’s

InvestmentGradeCredit Ratings

In December 2023 Fitch Ratings affirmed our Long-Term

IssuerDefault Rating (IDR) at ‘BBB’ with a Stable Outlook,

senior unsecured rating at ‘BBB+’ and Short-Term IDR at ‘F2’.

The senior unsecured rating applies to NewRiver’s £300 million

unsecured bond dated 2028.

“In the affirmation of our investment grade

credit ratings, Fitch has again recognised

NewRiver’s differentiated position in the UK

retail market, focused on providing essential

goods and services to consumers on rental

terms affordable to retailers. This focus on

retail,alongside our best in class

operating platform and the

strength of our balance

sheet, means we feel well

positioned despite the

challenging backdrop.”

Will Hobman

Chief Financial Officer

64 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Our Local Authorities

We are proud to work in partnership with circa 60

different local authorities across the UK to help

regenerate and protect the towns we are invested

in to create long-term social and economic growth.

Board Engagement during the year

How did we engage?

• Non-Executive and Executive Directors attended various

senior-level meetings with local authorities and public sector

focused organisations, alongside the asset and development

team, meeting all levels including Chief Executives and the wider

cabinet, Planning Officers, Regeneration Officers and also local

Councillors, to steer the regional strategy that will impact the

social and economic long-term viability of a town which has a

direct impact on our own assets

Topics raised

• Appreciation of Council priorities across the borough and the

significance of private sector-led regeneration

• Allocation of resources to the local authority planning team

• Local authority support for marginal regeneration projects that

bring a positive Benefit:Cost Ratio (BCR)

How did we respond?

• Our ongoing engagement with local authorities also extends to

our Capital Partnerships for which we manage two assets in

Canterbury on behalf of Canterbury City Council. We are pleased

to report the ongoing success of this partnership with the renewal

of the contract to manage the Council’s new leisure development,

Riverside. This is in addition to our existing mandate to manage

Whitefriars Shopping Centre for the Council, which also includes

a development management mandate to relocate the Council

offices to a central location within the shopping centre and

re-activate formerly dormant space; this relocation is due to

complete in FY25.

Our Capital Partnerships

Capital Partnerships are an important part of our

business and future growth, with the objective of

delivering increased earnings in a capital light way

through asset management fees, a share of rent

and the potential to receive financial promotes.

Our Capital Partnerships include:

1. Institutional: M&G

2. Private Equity: BRAVO II

3. Local Authorities: Canterbury City Council

Board Engagement during the year

How did we engage?

• Executive Directors, ExCo Directors and the respective asset

managers for each asset within our capital partnerships provide

weekly, monthly and quarterly reports to the senior teams of our

capital partners to share updates on the strategic progress of

each asset managed within the partnership through in-person

and online meetings.

Topics raised

• Business plan setting and progress tracking

• Budget and Capex planning together with project delivery

• Trends within the capital markets and occupational markets

• Valuation performance

• ESG

• Marketing

• Resourcing and IT

How did we respond?

• The Board receives regular reports on the progress, opportunities and

challenges within our capital partnerships to consider the performance

and longer-term growth potential for our capital partnerships.

Our Environment

Please read our comprehensive ESG Strategic

Report to find out about our about commitment

and progress.

Please refer to pages 66 to 83

65NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

ESG Report

COMMITTED TO

SUPPORTING PEOPLE

AND COMMUNITIES

ACROSS OUR

PORTFOLIO AND

BEYOND

66 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report

67NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

ESG report

Minimising our Environmental Impact

Minimising our environmental impact requires action at corporate,

portfolio, and asset level. We have policies in place to guide

corporate-level activity which engage our staff on principles of

collective environmental responsibility that can be applied across our

business. Our net-zero pathway and interim targets guide our

initiatives, supported by our asset-level Environmental & Social

Implementation Plans, which allow us to monitor our progress and

accelerate action where required.

Top 3 achievements in FY24

1. 31% reduction in absolute Scope 1 emissions vs FY23

2. 16% reduction in absolute Scope 2 emissions vs FY23

3. Significant energy efficiency initiatives achieved 48% reduction in

electricity consumption at assets where they were implemented

Supporting our Communities

We are committed to ensuring that we are responsible partners in our

communities, supporting and championing local causes and providing

an affordable choice of goods and services to address theneeds of

local people, whilst minimising our impact on the environment.

Top 3 achievements in FY24

1. During FY24 our cumulative donations to the Trussell Trust

surpassed £500,000 since our partnership began in June 2019

2. Supported 176 community initiatives at our centres

3. NewRiver and Centre Teams volunteered 716 hours to support

local causes

Engaging our Team and Occupiers

We are committed to engaging with and listening to our team,

occupiers and communities, working together to bring about positive

progress for each and address issues that are important to them.

Top 3 achievements in FY24

1. Named one of Sunday Times’ Best Places to Work

2. Over 80% of our team cited that they feel encouraged that

NewRiver treats environmental responsibility as a priority and

backs this with action

3. Over two thirds of our occupiers rate their overall satisfaction as

8/10 or higher, with almost one third providing a 10/10 rating

Leading in Governance and Disclosure

Being a leader in governance and disclosure means surpassing

industry minimum standards and demonstrating our commitment to

providing transparent, informative and accurate accounts of our ESG

performance and risk management processes. We use various

disclosure frameworks to ensure we align our reports with the best

available guidance on the ESG issues that our stakeholders value.

Top 3 achievements in FY24

1. Improved our GRESB score to 72/100 and retained 1

place in

Management Module

2. Maintained our ‘B’ rating in the CDP

3. 10 of our Core Shopping Centres undergoing certification to WELL

Health-Safety Rating standard

Growing Sustainably

Our ESG achievements this year

We have had another successful year in delivering our

ESG strategy, which continues to evolve with industry

priorities whilst remaining focused on our core objectives

and the unique potential we have at NewRiver to make a

positive impact in our communities. Aligned with our

corporate strategy, our objectives are built around four

focus areas which reflect the issues that are important to

our stakeholders and our business:

1. minimising our environmental impact;

2. engaging our team and occupiers;

3. supporting our communities; and

4. leading in governance and disclosure.

Progress towards our objectives is measured annually

against our ESG targets and external benchmarks, and the

outcomes are used to inform our ESG activities for the

following year. Along with our ambition, this approach

generates a feedback loop whereby our ESG programme

adapts to the findings and evolution of best practice. I am

delighted to report the following achievements of this year’s

ESG programme, alongside our ambitions for making further

progress against our objectives over the coming year.

Our Ambitions for FY25

In FY25 our primary focus will be on our net-zero strategy,

utilising the findings of the net-zero audits we commissioned

to identify the best decarbonisation opportunities across our

portfolio. The Science Based Targets initiative (SBTi) has

recently released its draft target setting framework for the

Buildings Sector and we will be applying the guidance to

our existing pathway and considering relevant revisions to

our targets to align with this new sector-specific best

practice guidance, including re-baselining.

We have a duty to protect, enhance and minimise the impact

of our physical assets whilst generating social value for our

communities and I am immensely proud of the progress our

team continues to make in delivering sustainable growth. I

look forward with optimism and confidence to continuing to

deliver our ESG strategy and drive positive change for our

communities, stakeholders and the environment. This would

not be possible without the unwavering enthusiasm and

support from our wider ESG team and Board for which I

sincerely thank them.

Emma Mackenzie

Head of Asset Management and ESG

68 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

We use industry-recognised indices to track our sustainability performance:

Accreditation or

commitment

Score or equivalent Observations

Score:

72/100

We have improved our score from 70/100 to 72/100 and in FY24 once again

achieved a perfect score in the Management module (30/30), ranking first place out

of over 1,000 participants across Europe. We also achieved full marks in the Social

(18/18) and Governance (20/20) aspects of the GRESB assessment this year.

Wecontinue to work on improving our performance in the Environmental aspect

ofthe assessment, which our Environmental Implementation Plans, occupier

engagement initiatives, and green building certifications programme will support.

Score:

We are pleased to have maintained our ‘B’ score in FY24, continuing to be

recognised by the CDP for “taking coordinated action on climate issues”.

Although our overall rating remained the same, we achieved rating

improvements in the sub-sections of Business Strategy, Financial Planning &

Scenario Analysis, Scope 1 & 2 emissions, and Scope 3 emissions. A key

opportunity area in FY25 is Emissions Reductions Initiatives, which we have

already taken steps to support. Find out more on pages 73 to 75.

We are committed to

11 SDGs addressing

issues we can

meaningfully impact

The SDGs to which we are committed are:

Various case studies are provided throughout this report, demonstrating actions we

have taken this year to deliver on these goals.

consecutive

year reporting

NewRiver publicly supports the TCFD Recommendations and is in its 6

consecutive year of reporting in alignment with them. We recently undertook a

portfolio-wide MEES Risk Materiality Assessment to provide greater insight on

the potential financial impact of this transition risk as identified by our climate

risk assessment.

Score:

3.0

In our most recent assessment, we received an overall ESG Rating of 3.0 out of

5, above the ‘Retail REIT’ average of 2.7 and ‘Financials’ industry average of 2.5,

and an improvement on our score of 2.7 from last year. Our key strengths

identified by FTSE’s assessment include Corporate Governance (5/5), Risk

Management (4/5), Anti-Corruption (4/5), and Human Rights & Community (4/5).

We have identified the following areas as opportunities for improvement:

Pollution & Resources, Social Supply Chain, and Water Security.

Award:

GOLD

Awards are given to listed real estate companies in recognition of excellence in

the transparency and comparability of their ESG disclosures and we are proud

to have maintained the top award status.

67%

Rated ‘C’ and above

The EPC profile of our portfolio continues to improve with re-assessment upon

expiry of previous certificates, with 67% of registered ratings already consistent

with the proposed 2027 MEES milestone in England & Wales.

assets undergoing

certification

The rating is designed to empower workplace leaders, owners and operators

across large and small businesses alike to prioritise the health and safety of

their employees, staff, visitors and other stakeholders. The WELL Health-Safety

seal is a visible mark of our organisation’s commitment to ensuring health and

safety best practice at our centres. We selected 10 assets from our Core

portfolio for assessment based on the facilities they provide. Maximising

building certification coverage within our portfolio has also been a priority

forESG benchmarks which seek for such standards to be demonstrated.

Sustainability Accreditations and Commitments

69NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Each year, our ESG reporting continues to evolve as our ESG

programme matures. Having previously published a standalone

ESG report alongside our Annual Report and Accounts (ARA), we

now integrate our reporting to better reflect the way in which our

ESG strategy is embedded into our business.

We stay abreast of emerging market and ESG disclosure trends and

proactively manage our data collection processes to ensure our

stakeholders are provided with valuable insight into our ESG

performance. It is important to NewRiver that key ESG information

on our business is accessible, and so whilst we adopt an integrated

annual reporting approach, we also make the ESG content of this

report and our TCFD disclosures available in standalone documents

on our website to provide greater accessibility.

Ahead of our 2025 commitment to bring our corporate emissions

tonet-zero, we introduced the external verification

of our GHG

Emission Inventory in accordance with the ISO 14064-3:2019

Standard. We consider this an important step on our net-zero

journey to enhance the transparency and integrity of our

progressdisclosures.

Scope and Boundaries

In order to facilitate the ISO 14064-3:2019 data assurance process,

we altered our ESG reporting period to the calendar year in FY23.

We previously reported in direct alignment with our financial

reporting year, however the resource requirements of the ISO

14064-3:2019 standard necessitated that we make this change

inorder to continue with our integrated reporting approach.

This report therefore relates to our ESG performance during the

calendar year of 1 January 2023 – 31 December 2023 which

includes Q4 FY23 and Q1, Q2 and Q3 in FY24. Throughout this

report, this reporting period is referred to as FY24. The preceding

calendar year is utilised for year-on-year performance comparisons,

and is referred to throughout as FY23.

In disclosing our ESG performance, we adopt the Operational Control

boundary, in recognition of this boundary being reflective of our ability

to implement our operating policies and influence ESG performance.

Structure and Materiality

Our disclosures are structured to provide stakeholders with an

overview of our ESG programme, our approach to realising our ESG

objectives, and details of our activities within, and performance

against, these objectives.

To maintain transparency and comparability of our performance

disclosures over time, we consistently monitor and report against

the sustainability metrics recommended by EPRA. Refer to page 83

and the ESG Data Sets Appendix on pages 195 to 198 for our full

EPRA disclosures. The contents of these data sets are analysed and

presented in alternative formats throughout our ESG report.

We assess the materiality of ESG issues relevant to our business by

considering their potential impact on our portfolio, our stakeholders,

andour communities. The UN Sustainable Development Goals to which

we have committed support guided action on issues that we have

the opportunity to meaningfully contribute to, by nature of our business

model, purpose, and mission. Embedding the recommendations of the

Task Force on Climate-Related Financial Disclosures allows us to identify

risks and opportunities associated with external factors, and develop

an informed and strategic approach to their management.

Reporting Frameworks

Our ESG reporting is guided by relevant global reporting frameworks

including the EPRA Sustainability Best Practices Recommendations

(sBPR), and the Recommendations of the Task Force for Climate-

related Financial Disclosures (TCFD). Having integrated our ESG

reporting into our ARA, we also adopt the recommendations

oftheInternational Integrated Reporting Council (IIRC).

About our ESG PerformanceReporting

1. Limited assurance based on a data sample of 60% of each emissions category

Our ESG Objectives

1. Minimising our Environmental Impact

Our net-zero strategy is embedded in every stage of our asset

management approach and collaboration with our capital partners.

Weseek to provide future-proofed developments which minimise

lifecycle carbon.

2. Engaging our Team and Occupiers

We raise awareness of evolving ESG issues and create

opportunitiesfor positive impact. We engage our existing occupiers

inour sustainability strategy and work with new occupiers to deliver

on mutual sustainability goals.

3. Supporting our Communities

Our assets play a critical role in communities and our on-site teams

support local charities and community groups. We work closely with

councils and local stakeholders to ensure developments address

community needs.

4. Leading in Governance and Disclosure

We recognise our responsibility to ensure long-term resilience

againstsocietal, regulatory and climate change. We adopt industry-

leading frameworks, performance benchmarks and certifications to

align our governance and disclosure processes with best practice.

Disciplined capital

allocation

Leveraging our platform

Flexible balance sheet

Read more within the business model on page 6

The NewRiver Business Model

70 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report continued

Strategic report

Receive target validation from the

Science-Based Targets Initiative

(SBTi) for aligning our net-zero

pathway with a 1.5-degree global

warming trajectory

100% of waste generated at our

managed properties is diverted

fromlandfill

100% of landlord electricity is

procured from renewable sources.

Support a minimum of 5 industry/

career engagement activities for

young people per year and;

Achieve a 90% response rate to our

annual staff survey, with at least 80%

confirming that they feel NewRiver

cares about their wellbeing

All enclosed shopping centres to

participate in our Quiet Hour

initiative and have a community

engagement in place.

50% of NewRiver staff to participate

in our volunteering programme.

Achieve net-zero for all corporate-

related carbon emissions (Scope 1-3)

85% recycling rate at our

managedproperties.

Electric vehicle charging points

installed across all retail properties

with a surface level car park.

50% improvement (from 2020

baseline) in landlord on-site

renewable energy generation

Building certifications targeted,

andlifecycle carbon assessments

undertaken, for 100% of our new

construction and major

renovationprojects.

Achieve a 75% response rate to

ouroccupier satisfaction survey.

Biodiversity plans to be in place

forat least 15% of our assets.

Achieve a 42% reduction (against

baseline) in carbon emissions

across our corporate activities and

operational real estate, as required

by the SBTi.

75% of occupiers transitioned to

renewable energy suppliers.

Achieve net-zero in terms of

operational and embodied emissions

(Scope 1-3) across our portfolio,

whether space is directly managed,

ormanaged by third parties.

Over 25% of landlord energy is

generated on-site from

renewablesources.

Formalised our four ESG objectives

and established an official programme

of engagement and improvement

Achieve net-zero for all operational

emissions from the directly

managed areas of our portfolio

(Scope 1-3)

Publicly commit to net-zero and set

FY20 carbon emissions baseline.

Targets

2022

2015

2023

2024

2025

2030

2040

2050

Key

Net-zero targets

UN SDG aligned

Environmentaltargets

UN SDG aligned Social targets

71NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Target Target year % complete FY24 Progress Report

Environmental

100% of waste generated at our

managed properties is diverted

from landfill

2022 100%

We are pleased to have achieved our target of zero waste to landfill in FY22 and

maintained this policy throughout FY24.

100% of landlord electricity is

procured from renewable sources

2022 100%

We transitioned all landlord electricity supplies across our portfolio to Renewable Energy

Guarantees of Origin (REGO) backed tariffs in 2020.

85% recycling rate at our

managedproperties

2025 66%

Considering only non-organic waste, our FY24 recycling rate was 56%. This represents a

decrease against our target vs FY23, despite an 11% decrease in total waste volume and

the introduction of new waste segregation/ recycling opportunities at 3 of our centres this

year. Please see page 77 for more information.

Electric vehicle charging points

installed across all retail properties

with a surface-level car park

2025 87%

We have EV charging installations or contracts in motion to deliver installations at 13/15 of our

surface-level car parks, bringing our progress rate to 87%. Progress made this year includes

the installation of 8 new charging bays at Three Horseshoes Walk in Warminster. Whilst there

has been an increase in installations, as a result of the recent sales of two of our retail parks

which also benefitted from EV charging infrastructure, the % progress against our target

appears to have decreased slightly from 88% last year. We will progress our own feasibility

assessments of the remaining two car parks as part of our net-zero pathway action to review

and create comprehensive green travel plans for all assets in FY25.

50% improvement (from a 2020

baseline) in landlord on-site

renewable energy generation

2025 0%

Renewable energy generation at the assets within our operational control boundary

hasdecreased by 36% between FY20 and FY24. This is because existing installations

areaging,and because we have not commissioned any new installations in recent years.

Wehave recently commissioned net-zero carbon audits for a sample of our assets and

haveestablished a working group tasked with allocating new installations over the coming

year,which we see as an integral part of our broader decarbonisation strategy.

Building certifications targeted, and

lifecycle carbon assessments undertaken,

for 100% of our new construction

and major renovation projects

2025 N/A

There were no relevant projects in relation to this target during FY24.

Social

Support a minimum of 5 industry/

career engagement activities for

young people per year

Annual 100%

1. Through our relationship with The Academy of Real Assets (TARA), we have

representation on their youth board which meets regularly throughout the year, and

have hosted the Board at our offices.

2. We attended the Academy’s book launch event in the summer to answer any

questions that students had regarding careers in real estate.

3. We also submitted a story to TARA’s book, written by Steve Andrews, our centre

manager of The Hildreds, Skegness, which was featured in the final print version.

4. In August 2023, we hosted an Oxford Brookes University student for a week’s work

experience with our Development team.

5. We are also extremely pleased to have welcomed an apprentice analyst to NewRiver

this year via Multiverse’s apprenticeship programme.

Achieve a 90% response rate to our

annual staff survey, with at least 80%

confirming that they feel NewRiver

cares about their wellbeing

Annual 50%

During the period we received a 73% response rate to our staff survey. Of the

respondents, 85% affirmed that they feel NewRiver cares about their wellbeing. As we

have not upheld the response rate target - having previously achieved it - but have

fulfilled our wellbeing target, we have reported a 50% completion rate.

All enclosed shopping centres to

participate in our Quiet Hour

Initiative and have a community

engagement plan in place

Ongoing 100%

The introduction of asset-level Environmental & Social Implementation Plans across our

portfolio means that all centres have an action plan in place for ongoing community

engagement activities, with the Quiet Hour initiative forming a key component of these plans.

50% of NewRiver staff to participate

in our volunteering programme

Annual 100%

In FY24, NewRiver staff provided 76 hours of volunteer support to the Trussell Trust, with

volunteering sessions typically lasting around five hours each. Staff also provided a

further 394 hours of volunteering time to their own chosen causes, such as providing

money management advice to individuals and families, and supporting childhood reading

programmes. This equates to a total of 94 volunteering sessions for 48 staff members,

meaning we have more than fulfilled our target.

Achieve a 75% response rate to our

occupier satisfaction survey

2025 100%

We are pleased to have achieved this target with our FY24 Occupier Satisfaction & Sustainability

survey, which achieved a response rate of 78%. Our centre teams played a pivotal role in the

achievement of this target, aided by our introduction of a £10 charity donation incentive for each

response given. Insights from the survey are provided on pages 79 to 80.

Biodiversity plans to be in place

forat least 15% of our assets

2025 23%

We commissioned a specialist ecology survey of one of our centres to assess both biodiversity

enhancement opportunities and landscaping improvements. Pre-defined biodiversity initiatives are

also reviewed on a quarterly basis across all centres as part of our Environmental & Social

Implementation plans. To supplement this approach, we have commissioned a portfolio-wide

biodiversity risk assessment to be undertaken this year, to allow the biodiversity initiatives within our

Environmental & Social Implementation plans to be tailored to the specific biodiversity risks relevant

to each centre’s location. We therefore anticipate achievement of this target by the target date.

Progress Towards Our Near-Term Targets

72 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report continued

Energy and GHG Emissions Performance

On Earth Day, 22

April 2022, we became a signatory to the

BetterBuildings Partnership’s Climate Commitment, joining other

responsible organisations across the industry in pursuing a 1.5°C

future for our planet. In becoming a signatory, we have committed

to publishing our net-zero carbon pathway and delivery plan,

disclosing the energy performance of our assets, and developing

acomprehensive climate resilience strategy. The initiative has an

overreaching objective of delivering net-zero buildings by 2050,

incorporating both operational and embodied carbon. The scope

ofthe commitment makes it one of the most ambitious

commitments that property owners can adopt.

The key milestones on our journey to becoming

anet-zero business are:

• 2025: all corporate emissions (Scopes 1-3) will be brought

tonet-zero

• 2030: we will achieve a 42% reduction in absolute emissions

from our 2020 baseline

• 2040: all emissions arising from the landlord-controlled areas

ofour portfolio (Scopes 1-3) will be brought to net-zero

• 2050: all emissions arising from the tenant-controlled areas

ofour portfolio, and from our development activities, will be

broughtto net-zero, making us a fully net-zero business.

You can read more about our commitment and delivery strategy

inour Pathway to Net-Zero, which can be found in the Sustainability

section of our website.

In-line with the Companies Act 2006 (Strategic & Directors’ Reports)

Regulations 2013, we disclose our annual global GHG emissions in

terms of our total energy use, intensity ratio, and a narrative on the

energy management and efficiency measures we implement.

Objective 1: Minimising Our Environmental Impact

Our FY24 SECR disclosures FY23 FY24 % Change

Greenhouse Gas Emissions by Scope (tCO

Scope 1 Emissions from combustion of gas & other fuels

718.4 495.4 -31%

Scope 2 Location-based emissions from electricity purchased for own use

2,029.2 1,701.5 -16%

Scope 2 Market-based emissions from electricity purchased for own use

0 0 0%

Scope 3 Emissions from purchased goods & services, capital goods, fuel &

energy-related activities, waste, business travel & employee commuting,

and downstream leased assets

24,903.2 22,059.5 -11%

Total Scope 1, 2 & 3 location-based emissions

27,650.8 24,256.4 -12%

Total Scope 1, 2 & 3 market-based emissions

25,136.3 22,177.7 -12%

Intensity Scope 1 & 2 (location-based) tCO

e/m

0.016 0.013 -15%

Energy Consumption (kWh)

Energy use from the combustion of gas and other fuels

3,935,818 2,708,120 -31%

Energy use from consumption of electricity purchased for own use

10,493,433 8,217,064 -22%

Energy use from business travel

11,069 31,963 189%

73NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Data Notes

Reporting Period

Our GHG emissions performance disclosures relate to the calendar year of 2023 (referred to as FY24).

Emission data from the calendar year of 2022 (referred to as FY23) has also been included.

Boundary

We have used the Operational Control method to outline our carbon footprint boundary. Emissions

arising from occupiers’ energy usage are not included in our Scope 1 and 2 reporting boundaries, but

are reported in Scope 3 as downstream leased assets. Our Operational Control boundary excludes

assets owned by JV partnerships, as well as assets where we act only in an advisory capacity.

Reporting Method

We have measured emissions based on the GHG Protocol Corporate Accounting Standard (revised

edition) and guidance provided by the UK’s Department for Business, Energy & Industrial Strategy and

the Department for Environment, Food and Rural Affairs (Defra) on Streamlined Energy and Carbon

Reporting and greenhouse gas reporting.

Emissions Factor

The emissions factors and conversions used for 2023 (FY24) reporting are from the Department for

Energy Security and Net Zero’s greenhouse gas reporting tool 2023 and the factors and conversions

used for 2022 (FY23) reporting are from Defra’s 2022 reporting tool.

Scope 3 emissions

We used the GHG Protocol Scope 3 Standard to collate and report on all material Scope 3 categories

which include emissions from purchased goods and services, capital goods, fuel and energy-related

activities, waste and water, business travel, employee commuting and downstream leased assets.

Intensity Level

For intensity level reporting, we have used the directly controlled (landlord) area of our portfolio as the

denominator. Vacant units have been excluded in the intensity measure due to the year-on-year

variability.

Data Restatement

We have restated our FY23 Scope 1 emissions from 786.3 tCO

e in last year’s Annual Report, to 718.4

tCO

e. This is due to establishing a discrepancy in the gas invoicing at Broadway Shopping Centre in

Bexleyheath. We recalculated gas consumption at this asset based on meter readings, and restated

the associated emissions accordingly. Similarly, we have restated our ”Total Scope 1, 2 & 3 emissions”

disclosure to take account of this, as well as new water consumption data becoming available after the

end of the reporting year, and an amendment to an asset’s tenanted floor area. The Total figure has

been restated from 27,600.3 tCO

e to 27,650.8 tCO

e which represents an immaterial 0.2% change.

Performance Highlights

• 31% reduction in absolute Scope 1 emissions from the combustion

of gas & other fuels

• 16% reduction in absolute Scope 2 emissions from the

consumption of electricity

• Like-for-like gas and electricity consumption reduced by -9%

and-6% respectively

• 190,500 kWh of renewable electricity generated on-site at our assets

• -31% reduction in total location-based Scope 1 & 2 emissions from

our baseline year of FY20, bringing us 74% of the way to our

SBTi-approved 2030 target to reduce absolute emissions by 42%

• Our Scope 3 emissions also saw an 11% reduction despite a 65%

increase in business travel emissions, owing to a continuing

return to normal attendance at site meetings including regular

visits to the 18 M&G mandate assets from Jan 2023 onward.

Energy Management and Efficiency Measures

Environmental & Social Implementation Plans are in place across

100% of our managed shopping centres. The plans specify four

mandatory energy management and efficiency measures which

must be reviewed, on a quarterly basis, for implementation at all

centres where relevant and feasible. These measures are:

• Routine reviews of the installation of smart meters (AMR) for

allrelevant utility types

• Installation of LEDs in all landlord-controlled areas

• Implementing a Building Management System

optimisationprogramme

• Reviewing plant equipment run times and controls at least

quarterly and ensuring optimum settings are in place for day/

night, seasons and occupancy levels

A key driver of our reduced energy consumption this year includes

five core LED lighting replacement projects at The Hildreds,

Skegness; Abbey Centre, Newtownabbey; Sovereign Centre,

Boscombe; Arndale Centre, Morecambe and Newkirkgate Centre,

Leith. Together, these assets have seen a 48% reduction in

electricity consumption in FY24 vs FY23. We also upgraded the

solar power inverters at The Hildreds, Skegness, which has

contributed to the reduction in consumption at this centre, as the PV

panels are now running at maximum efficiency.

We undertake ongoing reviews of plant equipment run times and

controls and have an active programme of meter automation via our

energy suppliers. AMR coverage (electricity and gas) across our

portfolio currently stands at 85%. This is slightly lower than we

reported in FY23 (86%) due to property sales. Our programme

ofmeter upgrades continues, and we anticipate this % coverage

tocontinue to increase as a result.

74 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report continued

Drivers of our

ImprovedEnergy & GHG

Emissions Performance

In FY24, we saw a 12% decrease in

like-for-like

common area gas consumption

across our portfolio, equating to a CO

saving of 63 tonnes. These savings can

partly be attributed to the implementation

ofour initiative to review plant equipment

run times and controls at least quarterly,

ensuring optimum settings are in place to

reflect space usage, which we saw achieve

a24% reduction in gas consumption at our

Piazza Centre in Paisley. The biggest impact

on our consumption was, however, at our

Broadway Shopping Centre in Bexleyheath,

where we installed an IBOS building

management system. The success of this

system is reflected in the >250,000 kWh

saving at this centre.

We have switched our gas supplies to a

carbon offset tariff

, to support with further

reducing our environmental impact ahead

ofour target to bring these emissions to

net-zero. We have also begun evaluating

opportunities to replace gas-powered

equipment in the common areas of

ourcentres via a series of audits we

1. Like-for-like disclosures represent the energy and emissions from our like-for-like portfolio over the two-year period in order to remove the impact of property sales and acquisitions from

performance comparisons.

2. For the avoidance of doubt, these offsets are not reflected in our emissions disclosures

3. In construction

4. Scope 3 emissions relate to the emissions included in our 2040 net-zero target, which are those arising from the directly controlled areas of our assets (i.e., waste, water, and upstream

emissions and transmission & distribution losses from energy consumption). We have chosen to include these categories only to provide a clear performance comparison, as all other Scope

3 categories are otherwise difficult to distinguish when collated with “downstream leased assets”.

Portfolio Electricity Consumption

(Absolute and like-for-like)

MWh

Portfolio Gas Consumption

(Absolute and like-for-like)

MWh

Portfolio Scope 1&2 GHG Emissions

(Absolute and like-for-like)

tCO

Portfolio Scope 3 GHG Emissions

(Absolute and like-for-like)

tCO

commissioned pursuant to ESOS Phase 3.

The findings of these audits are currently

undergoing further investigation with the

centre teams and asset managers, to

confirm assumptions and feasibility of

recommended measures. Once our

investigations are complete, we will be

able to establish an overall implementation

strategy to achieve optimum savings

across our portfolio.

Over the course of FY24, we achieved a

-14% reduction in like-for-like common area

electricity consumption. This was primarily

driven by the LED lighting replacement

projects implemented during the year.

Overall, our absolute electricity

consumption was down by -29%, driven by

asset disposals which took place during

the year. This was also the key driver of

the overall reduction in Scope 3 emissions,

as downstream leased assets make up the

vast majority of this emissions category.

In terms of our Corporate emissions,

wesaw a 42% decrease in emissions

arising from our consumption of energy

and water, and waste generation, as a

result of our move to our new BREEAM

Excellent

head office location in FY23.

500

1000

1500

2000

2500

3000

2,071

24 24

2,086

2,190

2,737

23 23

Like-for-like

Absolute

100

200

300

400

500

600

700

800

541

24 24

688

581

745

23 23

Like-for-like

Absolute

500

1000

1500

2000

2500

3000

3500

4000

2,563

24 24

2,758

2,708

3,911

23 23

Like-for-like

Absolute

1,750

3,500

5,250

7,000

8,750

10,500

7,738

24 24

8,183

8,188

10,462

23 23

Like-for-like

Absolute

75NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Certifications & Energy PerformanceCertificates

Since October 2008, an Energy Performance Certificate (EPC)

hasbeen a legal requirement when a building is sold, rented, or

constructed. A certificate is valid for a period of 10 years; on expiry

there is no legal requirement to replace an EPC unless the property is

to be sold or let. In England & Wales, the Minimum Energy Efficiency

Standards (MEES) now require that all properties, where valid EPCs

exist, must have an asset rating of “E” or above to be lawfully let.

Previously this requirement only applied to new tenancies,

howeverit was extended to cover existing (non-domestic)

tenancieson 1 April 2023.

The below chart shows NewRiver EPCs for the England &

Walesretail portfolio in comparison to the national EPC register,

comparing against other non-domestic certificates. Our data shows

that the NewRiver portfolio out-performs the EPC profile of the

national database as shown in the chart below, having a higher

proportion of certificates providing a minimum rating of “C”, and

no“F” or “G” ratings. Our programme of EPC assessments and

Minimum Energy Efficiency Standards (MEES) risk reduction has

helped to ensure we can continue to let properties lawfully.

Through continued management of non-compliant and expiring

EPCs in accordance with the MEES, the NewRiver portfolio is well

defended against potential compliance-related risks to value.

EPC Performance in England & Wales

GFEDCBA

EPC Rating

NewRiver Portfolio FY24

NewRiver Portfolio FY23

National Database*

percentage of properties

* National database figures are correct as of December 2023 and take into account only

those certificates registered between 2013-2023

For a full breakdown of our portfolio EPC profile including Northern Ireland & Scotland,

please see page 197 (Appendix).

Certifications

Working with our centre teams, we identified that the

high standards of health & safety governance upheld

across our centres presented an excellent opportunity

to gain external certification via the International WELL Building

Institute (IWBI), under the WELL Health-Safety Rating standard.

Wehave submitted 10 of our shopping centre assets for certification

by enhancing procedures in a few focus areas. This allows us to

display a WELL seal which communicates to customers entering our

spaces that evidence-based measures and best practices for safety

have been adopted and third-party verified, providing them with

peace of mind. The certification evaluates performance across 5

action areas: cleaning & sanitisation; emergency preparedness;

health service resources; air & water quality management; and

stakeholder engagement & communication.

Water Performance Summary

Placeholder FY24 Performance Highlights

• -6% reduction in like-for-like water consumption

• Focus on data availability and quality, with our energy broker,

who managers our meters, working to upgrade both their water

data validation system and our meters

Narrative on FY24 Performance

In FY24, we saw a -6% decrease in like-for-like water

consumptionacross our portfolio, which is mainly driven by the

remediation of the underground leak identified at the Abbey Centre,

Newtownabbey. Excluding this isolated incident, water consumption

across the remainder of our portfolio increased 3% on a like-for-like

basis. This is primarily driven by data quality improvements, which

continues to be a focus area for our brokers.

Our Environmental & Social Implementation Plans require that

opportunities to install leak detection systems, reuse stormwater

and/or grey water, and to install low-flow fixtures, are reviewed on

aquarterly basis. This ensures that there is an ongoing process of

assessing the feasibility of initiatives which seek to contribute to

reducing our water consumption. Whilst the leak we experienced

atthe Abbey Centre was unfortunate, this is a lesson that will be

drawn upon in our evaluation of leak detection systems as part of

these plans going forward.

76 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report continued

Waste Performance Summary

FY24 Performance Highlights

• We maintained our policy to divert 100% of our waste from landfill

• We saw an 11% reduction in total waste volume; 4% on a

like-for-like basis

• 60% of total waste generated avoided incineration. Waste that

was incinerated benefitted from energy recovery.

100

FY24FY23 FY24FY23

Disposal Route

Waste Type

Waste to incineration with energy recovery

Waste to dedicated recycling facility

Waste to mixed recycling facility

Waste to composter

Waste to anaerobic digestion

35%

29%

61%

12%

16%

General waste

Dry mixed recycling

Cans & Plastics

Glass

Paper/Cardboard

Food waste

FY23

41%

26%

66%

10%

15%

FY24

1. Calendar year of 2023

Narrative on FY24 Performance

In FY24

, the volume of waste generated across our like-for-like

portfolio reduced by 4%, consistent with our ambition to prioritise

waste minimisation in accordance with the waste hierarchy.

Considering only non-organic waste, the percentage split of

wasterecycled (56%) and incinerated (44%) shifted in favour

ofincineration compared to the previous year.

Our centre teams have been very focused on our target to achieve an

85% recycling rate, so this is a disappointing result given we have

introduced new waste segregation and recycling opportunities this

year at the Forum in Wallsend, Three Horseshoes Walk in Warminster,

and the Sovereign Centre in Boscombe. Our occupier survey returned

a number of suggestions for additional glass and food waste

segregation opportunities, which we will support the centre teams

to explore in FY25.

Turning to waste type, we saw reductions in total waste volume

across all waste streams, though this was less prominent for general

waste, hence the reduced recycling rate. On a like-for-like basis,

general waste volume increased by 7%, whilst volumes across

recyclable waste streams decreased. We saw a 10% reduction

inplastics, cans & packaging waste volume, which we hope is

indicative of retailers’ minimisation of the packaging of their goods,

however further monitoring of this waste stream would be required

to confirm that these items are not being disposed of in general

waste bins instead.

Boscombe Bees

The Sovereign Centre is currently working with a local

food growing charity, producing jars of honey from the

hives on the roof of the centre. The centre also works

withthe local community to plant wildflowers, helping

their local bees to thrive.

77NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Listening is at the core of our approach to engaging our team.

Westrive to understand and respond to the diverse needs of our

team at all levels, enabling us to develop our policies and process

to better support needs and goals. We work hard to engender a

positive culture which provides the support and flexibility to ensure

staff wellbeing. Our retention record and our approval ratings in

staff surveys is testament to the effectiveness of this approach.

Objective 2: Engaging ourTeamand Occupiers

Monitoring

Needs

Assessment

Action

Planning

Policy

Development

Staff

Training

Implementation

How we listen to

& engageour team

Monitoring and needs assessment take place both through the

employee appraisal process and anonymously via our annual staff

survey. Our 2023 staff survey was independently managed and

analysed by The Sunday Times, and as a result, we were recognised

as one of the “Sunday Times Best Places to Work 2023”.

The survey questions are designed to gain insights into staff

opinion and identify beneficial actions in respect of NewRiver’s

policies, procedures and cultural norms in the areas of: reward &

recognition, information sharing, empowerment, wellbeing, instilling

pride, and job satisfaction. We were rated “excellent” in all six of the

survey’s focus areas.

The 2023 survey returned an overall engagement

score of 82%, with over 80% of staff identifying they:

• Have confidence in our management and a good working

relationship with their direct manager

• Are recognised when they do something well and are treated

with respect

• Are happy with their working hours and work/life balance

• Feel that their views are heard, and they are trusted to

makedecisions

• Feel happy at work and safe in their working environment

• Know that NewRiver cares about their wellbeing

• Are proud of the organisation and feel that their work

isworthwhile

• Are encouraged that NewRiver treats environmental

responsibility as a priority and backs this with action

Sunday times Best Place to Work 2024

In FY24 we were recognised in the Sunday Times Best

Places to Work 2023, in the ‘small organisation’ category

(10-49 employees) for the first time.

Post-period, in May 2024 we are honoured to have been

recognised for the second consecutive year in the 2024

list, achieving ‘Excellent’ in all criteria.

The 2024 survey results cited that 87% of NewRiver

employees who participated said they felt empowered,

while job satisfaction, happiness and wellbeing also

scored highly at 86%, 84% and 83% respectively.

Our average engagement score of 84% was significantly

higher than the category average of 73%.

The survey results also recognised that NewRiver’s

executive team meets the FTSE Women Leaders Review

2025 target of 40% female representation.

78 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report continued

ESG training is delivered to our team by our external consultants on

an annual basis. Training sessions cover a range of topics including

industry initiatives and trends, updates on our performance, and

support for implementing any newly introduced policies and

processes. Annual training sessions extend to our on-site teams,

who receive training specific to the nature of their roles.

We continue to include personal ESG targets in employee goal setting

and performance appraisals. We encourage employees to include

targets which support our corporate objectives, but also provide the

flexibility to set personal targets that address issues which are

important to them or their role. Achievement of the ESG targets feeds

directly into the rewards process with all other employee objectives.

Members of senior management have specific ESG performance goals

connected to a pre-defined bonus potential (see page 139).

Employee Commuting Survey

A key new process introduced this yearwas a

comprehensive employee commuting survey which

enabled us to fully understand our team’s travel

behaviours and commuting distances.

The introduction of this process has allowed us to greatly

improve our corporate carbon accounting for the category of

Employee Commuting, which now leverages actual data as

opposed to relying on national averages. In using actual

data, we were able to identify a 65% reduction in emissions

per employee, reflective of the sustainable travel choices

made by our team. 88% of the distance travelled by

NewRiver employees is by rail, with only 8% of employees

using a car for any part of their commute. Of those that do

rely on a personal car, half utilise all-electric vehicles.

Hub of Hope

In partnership with mental health charity, Chasing the

Stigma, NewRiver has rolled out the Hub of Hope training

which supports staff to normalise conversations around

mental health. 28 NewRiver staff and 128 centre staff have

been trained and have become Ambassadors of Hope.

Anadditional 4 members of NewRiver staff have been

trained as mental health first aiders.

DEI and Bias Learning Experience

17 people from the NewRiver team, including members

ofthe Executive Committee and the Senior Leadership

Team, participated in a diversity, inclusion, and bias

learning experience, which covered topics including

power, access, and inclusive collaboration.

Engaging our Occupiers

Occupier satisfaction is a core priority of our business; as such, we

undertake routine surveys to gain insight into occupier opinions on

material topics such as the effectiveness of our centre management

teams and our sustainability programme.

The opportunity to respond to our 2023 survey was offered to 100%

of our occupiers, and we received a response rate of 78%

exceeding our 75% target. Key insights from the shopping centre

survey include:

• 68% of respondents rated their general satisfaction as 8/10 or

higher, with 30% providing a rating of 10/10, up by 4% since 2022.

• 91% of respondents are satisfied with the management of cleaning

and waste in common areas, up 2% since our last survey.

• Over half (52%) of our occupiers are satisfied with the

sustainability initiatives we implement at our centres, but there is

a clear need to increase awareness of initiatives at certain

centres, and we will support the centre teams to ensure this is the

case.

• Over half of respondents expressed awareness of their business’

ambition to achieve net-zero, or confirmed their business was in

the process of establishing their pathway/ determining what it

would mean for their business. This finding is very similar to that

of our previous survey, up 3% excluding “don’t know” and “n/a”

responses. This is consistent with our own research on net-zero

commitments, presented below.

79NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Carving a collective pathway to Net-Zero

with our occupiers

Building on the research we undertook last year to inform our

occupier engagement strategy, we have updated our review of our

occupiers’ sustainability commitments and emissions reduction

ambitions, to understand current levels of alignment and identify

key areas in which to focus our engagement efforts.

In reviewing these commitments, we were encouraged to see an

increase in the percentage of our portfolio by floor area which is

occupied by retailers who’ve already set emissions reduction

targets, up from 57% to 60%, with a further 2% having disclosed that

they are in the process of developing targets

. Of the 60% occupied

by retailers with existing commitments, 66% is occupied by BRC

Net-Zero Roadmap signatories. This is a slightly lower proportion

than our previous analysis showed, which means that more

organisations have made independent commitments.

Upon initial review, we were very pleased to learn that the majority

of our occupiers share our sustainability vision, and are even more

pleased to see this proportion gradually increasing. This exercise is

also helpful to us in understanding key areas in which we might be

able to offer insight and learnings to our occupiers as we work to

achieve our own net-zero targets.

In particular, we hope to be able to support our SME occupier base

on this journey. Hence, we will continue to update this research to

ensure our strategy reflects movements in occupier ambitions.

We incorporate green lease clauses into all our standard form

leases, which engage our occupiers in key areas of our net-zero

strategy, such as the procurement of renewable energy. Of the new

leases we agreed in FY24, 16% included an agreement with our

occupiers to this effect.

1. Correct as of November 2023

We also received some helpful, constructive feedback which we would like to take this opportunity to respond to:

Feedback Item NewRiver Response

Over half of retailers would be

interested to hear more from us on

the overall sustainability performance

of their individual centre

We had plans to work with our energy brokers to create a platform capable of storing

and presenting sustainability performance data for both the landlord and occupier

areas of our portfolio. This solution relies on collaboration with our occupiers, however,

our outreach efforts have unfortunately had limited success to date. We will support the

centre teams to effectively communicate details of broader sustainability initiatives

while we consider options for improving data visibility.

Our retailers advised us that they

would welcome additional waste

segregation/ recycling opportunities

We hosted an ESG training session for our Centre Managers in autumn this year, in which

we provided feedback on the half year position with waste management performance and

made suggestions as to how to bring management practices further in-line with our targets.

As a result, 3 centres have already introduced new recycling options and we identified

glass and food waste as key opportunities for further improvement.

A top suggestion for environmental/

social initiatives to introduce was

“more greenery/ plants”

We thank you for your suggestions and have fed this idea back to our centre teams

who will consider the best opportunities to fulfil this request. We have recently certified

10 core centres to the WELL Health-Safety Rating standard and will continue to review

how we can build on the wellness benefits offered by our assets.

60%

38%

66%

Occupier carbon emission reduction targets

Commitment in development

No Commitment

Commitment Made

Occupiers committed to BRC

80 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report continued

Supporting impactful local causes through the

position we hold in our communities has always been

central to our culture and strategy of creating shared

value for our stakeholders. As such, we provide

NewRiver funded time for our staff to support the

causes which matter most to them, and to share

teambonding opportunities in doing so.

The Trussell Trust

Staff are able to participate in monthly volunteering opportunities

with our corporate charity partner, the Trussell Trust, or elect to

utilise their gifted volunteering time to support any cause that’s

particularly close to their hearts.

In FY24, our support for the Trussell Trust

provided:

A seat at The Table

At our Merlin’s Walk centre in Carmarthen, a local Trussell

Trust initiative known as “The Table” is run from one of

our units. We are donating a fully fitted kitchen to the

operator to support the important work they do in the

localcommunity. This includes key free-to-access services

including nutrition and food preparation; debt and money

advice; budget coaching; form filling support; an after

school drop-in centre where children and young people

have access to wi-fi for homework; and direct access to

arange of support agencies.

Life Saving Skills for Schools

The Abbey Centre has joined forces with Staff Training NI

and Stryker to create this nurse-led programme. Fourteen

students and two teachers from twenty post-primary

schools were taught the importance of life saving skills

covering CPR, AED Defib, Choking and EpiPens.

Objective 3: Supporting ourCommunities

Scan this QR

code to view

3.16 tonnes

of food donations,

equating to approximately

42,175

portions or

£6,326

worth of pasta, enough

dinners for

29 families

of 4 for a whole year

PODCAST

This year we furthered our support in driving awareness

of the Trussell Trust through a podcast with the charity’s

CEO Emma Revie, as part of our digital communications.

1. Based on the national TOMs Framework proxy value for voluntary hours donated to support VCSEs (excluding expert business advice) of £16.09 per hour

£500,000+

of cumulative direct

monetary donations raised

since beginning our

partnership in June 2019

£56,306

of direct monetary donations

during the year

102 Hours

of volunteered support,

with a total valueof

£1,641

The podcast can be found on our website:

https://www.nrr.co.uk/media/resilient-retail-podcast/Podcast

At our Centres

322

hours spent by

on-site staff supporting

community initiatives

£119,057

Monetary donations raised

byaggregate charity

fundraising activities

176

social, community orcharitable

initiativessupported

81NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Our Commitment to Diversity,

Equity & Inclusion (DEI)

As a company, we are committed to a culture of

diversity and inclusion in which everyone is given

equal opportunities to progress regardless of gender,

race, ethnic origin, nationality, age, religion, sexual

orientation or disability. We continue to strive to

provide the most flexible employment policies to

enable all of our employees to combine a fulfilling

career with an active home life.

Diversity at a Glance

23%

Ethnic diversity

50:50

Company Male : Female ratio

60:40

Exco Male : Female ratio

71:29

Board Male : Female ratio

Equal Opportunities

We have recently updated our Equal Opportunities policy to

providea comprehensive standalone policy statement which

clearlycommunicates:

• What we regard as acceptable and unacceptable behaviour

atwork;

• The rights and responsibilities of those to whom the

policyapplies;

• The procedure for dealing with concerns or complaints;

• How we will deal with any breach of our policy;

• Who is responsible for the policy; and

• How it will be implemented, monitored, and reviewed.

All staff have received externally delivered training to ensure full

understanding of this policy, including types of discrimination and

unconscious biases, to support its effective implementation.

Objective 4: Leading in Governanceand Disclosure

Board Diversity

The Board Diversity Policy includes the following objectives:

• At least two members of the Board are female, with a long-term

aspiration to achieve no less than 40% female representation on

the Board; and

• In the longer-term, at least one director will be from a non-white

ethnic minority background.

Whilst recognising that:

• This balance may not be achieved until further Directors are

replaced at the end of their tenure;

• On an ongoing basis, periods of change in Board compositionmay

result in temporary periods when this balance isnot achieved;

• All appointments must continue be made on merit;

• And new appointees embody the core values of the Group.

Gender Pay Gap

In FY22, we took the decision to begin publishing our gender pay

gap information. As we have fewer than 250 employees, we are not

obliged by The Equality Act 2010 (Gender Pay Gap Information

Regulations 2017) to disclose our gender pay gap, however we are

pleased to provide our disclosure below in support of our

commitment to DEI.

39%

Mean gender pay gap

37%

Median gender pay gap

This represents a 5% increase in our mean gender pay gap since

FY23, and an 8% increase in our median gender pay gap. These

fluctuations are driven by differences in the roles and seniority

levels of male and female leavers and joiners to NewRiver over this

period. There has been a net increase in female employees which

supports our DEI ambitions, with some of these new joiners filling

junior and development positions, such as apprenticeships.

In interpreting this gender pay gap disclosure, it is important to note

that this is not a calculation of equal pay for equal work. The gender

pay gap is the difference between the average annual salaries of

men and women across all levels of the company, excluding any

bonuses or other benefits received. The comparison is drawn

across all departments of the business, spanning all levels of

seniority. We adopt a strict equal pay for equal work policy,

ensuring that all remuneration is managed in compliance with

equality legislation.

82 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG report continued

Our Governance of Sustainability and Climate-Related Matters

Our purpose is to buy, manage and develop retail assets across the UK which provide essential goods and services, supporting the

development of thriving communities. Our Board recognises our responsibility to ensure our portfolio can weather the physical and

transitional risks created by a changing climate to ensure the long-term resilience of our business and the returns we achieve for our

investors, as well as the all-important communities we serve.

Governance Performance Measures

EPRA

Code

Performance

Measure

Unit(s) of

Measure

FY23 FY24

Gov-

Board

Composition of the highest

governance body

Number of executive

board members

2 2

Number of

independent/

non-executive

boardmembers

4 4

Average tenure on the

governance body

3.6 4.6

Number of

independent/

non-executive

boardmembers with

competencies relating

to environmental and

social impacts

3 3

Gov-

Selec

Process for nominating and

selecting the highest

governance body

Narrative on process As a Stock-Exchange-Listed business, NewRiver is required under the UK

Corporate Governance code to have a Nomination Committee which is responsible

for identifying and nominating candidates to the Board. Please refer to pages 119 to

122 for the latest report from the NewRiver Nomination Committee.

Gov-Col

Process for managing

conflicts of interest

Narrative on process As a Stock-Exchange-Listed business, NewRiver is required under the UK

Corporate Governance Code to identify and manage conflicts of interest. Directors

also have duties under the Companies Act 2006. To manage this process, the

Company Secretary keeps a register of all Directors’ interests. The register sets out

details of situations in which each Director’s interest may conflict with those of the

Company (situational conflicts). The register is reviewed at each Board meeting so

that the Board may consider and authorise any new situational conflicts identified.

At the beginning of each Board meeting, the Chairman reminds the Directors of

their duties under sections 175, 177 and 182 of the Companies Act 2006, which

relate to the disclosure of any conflicts of interest prior to any matter that may be

discussed by the Board.

There is also a staff conflicts of interest policy in place which requires any potential

conflicts to be kept on a register and regularly updated. This is reviewed by the

Audit Committee on a six-monthly basis.

Board oversight of code

ofconduct

Narrative on process The Company has a code of conduct that is included in the staff handbook.

Non-compliance would be a staff disciplinary matter. The Board, through its

AuditCommittee has oversight of non-compliance. The Company also has a

whistleblowing policy and process which is regularly reviewed by the audit

committee. There have been no instances of non-compliance.

Due diligence of partner

organisations

Narrative on process The Company has implemented and Enhanced Supplier vetting process for

suppliers and has a supplier’s code of conduct. The Company also has a Modern

Slavery policy. Suppliers are required to confirm that they agree to this Modern

Slavery policy amongst other policies as part of the on-boarding process.

Anti-corruption measures Narrative on process The Company has an Anti-bribery and anti-corruption policy. As part of this

policythere is a gifts and hospitality approval process and register. The Gifts

andHospitality register is reviewed by the Audit Committee on a regular basis.

A conflicts of Interest policy is also in place as well as a whistle-blowing policy

andprocess.

Fines and settlements

inconnection with

non-compliance with

environmental, anti-bribery/

corruption, or other

ESG-related regulation

Total GBP of fines in

past three years, type

of non-compliance

£0, no incidences of non-compliance.

83NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Taskforce for Climate-related Financial Disclosures

84 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

85NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

NewRiver is committed to embedding the recommendations of the

Financial Stability Board’s Task Force on Climate-related Financial

Disclosures (TCFD) within our approach to climate-related risk

management. This disclosure aims to present a transparent

accountof our processes designed to support our journey towards

alow-carbon business model, structured around the TCFD’s four

recommendation pillars: Governance, Strategy, Risk Management,

and Metrics and Targets.

As part of our membership of the Better Buildings Partnership (BBP)

Climate Commitment, we adopt the BBP’s definition of a climate

resilient business in formulating our strategy. This definition

considers that a climate resilience business: has a plan to

mitigatethe worst impacts of climate change by reducing its

carbonemissions impact to net-zero; can adapt to operating in

aworld in which climate-driven disruption is more frequent and

severe; and provides climate-related information to investors,

regulators, and other stakeholders in a useful and timely way.

Our 2024 disclosures represent our sixth consecutive TCFD report.

We consider that the following report is consistent with the TCFD’s

Recommendations and supporting disclosures; these being the four

pillars referenced above, and the eleven disclosures within, which

are signposted throughout this report. The TCFD’s Guidance for All

Sectors has been considered in order to achieve consistency with

the recommendations.

Governance

TCFD Governance Recommendation ‘a’:

Describe the board’s oversight of climate-related

risksand opportunities

Our Board takes ultimate responsibility for our business’

resilienceagainst climate issues and the transition of our portfolio toa

low-carbon operating model. Material climate issues are considered

by the Board when reviewing NewRiver’s strategic approach to

managing associated impacts on the day-to-day operation of our

assets, to preserve our ability to create value for our investors and

communities. Allan Lockhart, our Chief Executive and senior Board

Director, retains overall accountability for our ESG programme and

approach to climate matters.

The Board’s oversight is supported by the ESG Committee, led

byour Head of Asset Management and ESG, Emma Mackenzie.

TheCommittee meets quarterly to oversee NewRiver’s approach,

whichis guided by our Pathway to Net-Zero, whilst reviewing

andensuring that appropriate resources are mobilised to enable

proactivity; for example, each asset receives an annual ESG budget

to implement selected items from the Environmental & Social Plans.

The Committee provides quarterly briefings to the Board, updating

its members on key milestones achieved by the ESG programme.

The Board monitors progress against our Net-Zero Pathway targets,

which it receives a comprehensive progress update on twice yearly;

athalf year and full year. This includes explanatory context on

performance changes and identifies measures that have been

successful or, conversely, makes recommendations to remedy

anyshortfall against the targets. This enables the Board to make

informed decisions as to actions required.

The Board and the Audit Committee adopts an integrated risk

management approach, in which ESG and climate issues are

embedded. The Committee regularly evaluates NewRiver’s risk

appetite, together with emerging and principal risks which are

capturedin the risk register maintained by the Company. The

Committee considers a range of risks across six risk categories,

linked to our business model, strategic priorities, and external

environment. Climate-related risk represents one of the principal

risk categories. The Committee regularly evaluates changes to

identified risks and ensures that appropriate controls are applied

inalignment with the Board’s risk appetite.

NewRiver’s Board benefits from the climate-related expertise of

DrKaren Miller, appointed in Q1 FY23. Karen supports the Board’s

consideration of all climate-related issues escalated to the Board by

the ESG Committee. The Board’s training requirements in respect

ofclimate-related issues are reviewed annually. In FY24, the Board

received a externally delivered session on the findings of the recent

net-zero audits we undertook across a sample of our assets, and

how these findings relate to our broader strategy.

TCFD Governance Recommendation ‘b’:

Describemanagement’s role in assessing and

managing climate-related risks and opportunities.

Senior management is closely involved in our day-to-day

approachto climate issues. Through her dual role as Head of

AssetManagement and ESG, Executive Committee member Emma

Mackenzie regularly engages with asset and property management

teams to ensure appropriate energy and carbon management

processes and policies are integrated within all management

activities. In addition, asset and property management teams

interact with centre management to ensure that policies are

implemented across the portfolio and that performance is

trackedthrough our ESG programme.

Our internal teams and centre managers have all received ESG

training during the year, delivered by our external consultants.

Weinvest in these sessions to ensure that management personnel are

kept abreast of the latest developments in sustainability best

practice and evolving climate-related issues.

The Remuneration Committee includes ESG objectives as part ofthe

bonus objectives for both the Board and Executive Management.

This is a pre-defined percentage of bonus with a high degree of

measurability, and forms part of the overall performance assessment.

TCFD: our Journey to Climate Resilience

86 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

TCFD report

Strategy

TCFD Strategy Recommendations ‘a’ and ‘c’: Describe the climate-

related risks and opportunities the organisation has identified over

theshort, medium, and long term; and describe the resilience of the

organisation’s strategy, taking into consideration different climate-

related scenarios, including a 2ºC or lower scenario.

Risk Identification

NewRiver considers climate-related risks, as well as opportunities,

that may arise from both the physical impacts of climate change

andthe transition of our managed assets across the UK to a

low-carbon operating model. We identify climate-related issues

across short (to2030), medium (to 2040), and long-term (to 2050

and beyond) horizons, appropriately defined to inform our ESG

andcorporate strategies.

Short term:

2030

Medium term:

2040

Long term:

2050

The Relevance Assessment below outlines the principal risks and

opportunities we have identified and the ways in which they have

the potential to impact our business, alongside definitions of low,

medium, and high impacts in the context of each of the risks.

Our assessment considers transitional risks and opportunities

associated with keeping warming to within 1.5-degrees above

pre-industrial levels - as our strategy is based on this objective –

and therefore assumes that the end date for achieving net-zero is

2050. Our analysis of physical risk exposure, undertaken by an

external consultant, modelled three climate scenarios in total:

SSP1-2.6, a low carbon scenario corresponding to approximately

2°C of warming at the end of the century, SSP2-4.5, an in-between

scenario available for some specific climate hazards, and SSP5-8.5,

a high carbon scenario corresponding to approximately 4 to 5°C

warming at the end of the century. It considered 11 key climate

hazards including temperature-related, wind-related, water-related,

and solid mass-related hazards. Through the analysis, 6 key hazards

have been identified as relevant to our portfolio (see Relevance

Assessment). Consistent with our transitional risk analysis, we have

presented the potential impacts based on a low carbon scenario.

The Impact Assessment that follows provides our analysis of the

relevant level of potential impact of each risk, and the time horizon

during which these impacts could manifest.

Resilience of Our Strategy

Our strategy is designed to enable us to build resilience

considerations into the acquisition and operation of our assets

asan integral part of our overall approach to asset management.

Asour portfolio consists of assets located in the UK only, there is

little variation in exposure levels to both transitional and physical

risks and opportunities across our assets. Our net-zero pathway

andthe interim targets we have set ourselves guide our approach

to remaining resilient to principal transition risks. The findings of

ourphysical risk assessment and sensitivity analysis using low and

high carbon scenarios show that there is minimal change to the

exposure of our portfolio to physical climate risks in the best-

andworst-case scenarios.

Should collective efforts to keep warming to within 1.5-degrees

prove insufficient, all transitional risks have the potential to have

afurther heightened impact, as regulatory targets may need to

increase to keep the UK economy on the required decarbonisation

pathway, which may also increase the costs associated with

aligning buildings’ performance to such targets. In this scenario,

theneed to take prompt action would be even more critical, and

theimportance to consumers of an effective response would also

grow. As our strategy is aligned to the best available scientific

recommendations (SBTi) and our approach to the sustainable

management of our assets strives for continuous environmental

performance improvements, whilst physical risk analysis showed

nomaterial movements in risk exposure under higher carbon

scenarios, we do not envisage that we need to amend our risk

management strategy based on different warming scenarios.

87NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Relevance Assessment

Climate Change Strategy (Risk 4a1): A failure to implement appropriate climate risk management measures, comply with evolving

regulations and meet our ESG targets could impact the operation and value of our assets, leading to a risk of asset obsolescence,

reputational damage, and erosion of investor value.

Category &

Indicator

Risk Type Risk Description Relevance to NewRiver Low Impact

Definition

Medium Impact

Definition

High Impact

Definition

Policy

& Legal

PL1

Energy

efficiency

andcarbon

regulations

relating to

managed

assets

Evolving policy designed to

support the UK’s 2050 net-zero

commitment requires CapEx to

achieve compliance but also

highlights opportunities to

reduceoperational costs,

supportoccupierdemand,

improveresilience, and implement

measures that ultimately support

our own net-zero ambitions.

We have mitigated the short-term MEES risk

associated with our portfolio, however there

are proposals to increase the minimum

thresholds in future. 67% of our EPCs are

currently compliant with proposed 2027

requirements, and 33% already compliant with

2030 proposals. We have undertaken a cost

assessment of achieving compliance with the

2030 minimum threshold, assuming that

current feasibility tests will remain relevant.

Costs of

<£2million to

improve asset

performance

inaccordance

with regulations

Costs of

£2-10million to

improve asset

performance

inaccordance

with regulations

Costs of

>£10million to

improve asset

performance

inaccordance

with regulations

Technology

Costs to

transition

managed

assets to

low-carbon

model

Opportunities exist to implement a

range of technologies and system

improvements designed to reduce

environmental impact and

transition our assets to a

decarbonised operational model.

These systems will come at a cost,

and require lifecycle carbon

considerations to be factored in.

We will engage our occupiers to

ensure our ambitions are aligned

and make sensible system

replacements at the time that

current systems reach a point in

their useful lives that the lifecycle

carbon and operational cost

implications are beneficial to our

occupiers as well as our net-zero

journey, which will support usual

service charge processes.

We are in the assessment phase of most

solutions at this stage on our net-zero

pathway, with implementation being

focused on key strategic opportunities such

as the IBOS system we installed in

Bexleyheath and the various LED projects

we rolled out this year. We have begun

assessing the potential costs of removing

gas supplies from our assets and driving

energy usage intensities down in-line with

industry targets, alongside solar PV

installations. Our initial assessments are

under review by our centre and asset

management teams as we work to refine

costings and reduce assumptions.

Costs of

<£2million to

improve asset

performance

inaccordance

with regulations

Costs of

£2-10million to

improve asset

performance

inaccordance

with regulations

Costs of

>£10million to

improve asset

performance

inaccordance

with regulations

Reputation

Reputational

damage

based on

ineffective

response

toclimate

change

Societal environmental

consciousness is continually on

the rise and there is a widespread

consensus that we must keep

warming to within 1.5 degrees.

Businesses that fail to keep

pacewith this moral shift risk

reputational damage. We must

continuously work towards, and

monitor our progress against,

ourSBTi-approved emissions

reduction targets. We must ensure

that our initial targets are reviewed

as and when new scientific

recommendations or sector-

specific methodologies emerge.

We have committed to becoming a net-zero

business and developed our pathway to

achieving this commitment. We have

committed to the SBTI's recommendations

of reducing absolute emissions by 42% by

2030 and achieving net-zero by 2050 in

pursuit of a 1.5-degree future. We are

currently reviewing the SBTI's new Buildings

Sector guidance and considering relevant

revisions to our targets to align with this

latest sector-specific best practice guidance,

including re-baselining.

Limited

reputational

impact if

response to

climate change

is ineffective

Temporary

reputational

impact if

response to

climate change

is ineffective,

with sufficient

time to remedy

Significant

reputational

impact if

response to

climate change

is ineffective or

not operational

by required date

Market

Increased

costs to offset

unabated

emissions

aspart of

ournet-zero

strategy

There has been a significant,

recent, increase in corporate

net-zero commitments which may

drive demand for credible carbon

offsets, resulting in cost increases.

Potential future regulation may

also contribute to this risk.

We have committed to ensuring that any

offsets purchased as part of our net-zero

strategy are additional, not overestimated,

lead to permanent removals, do not support

double counting, and do not cause wider

social or environmental harm. We will begin

purchasing offsets in connection with our

corporate target in 2025. The scope of this

purchasing requirement will increase in

2040 when we bring the landlord-controlled

areas of our portfolio to net-zero, and then

increase again in 2050 when we become

fully net-zero.

Minimal cost

increase of no

more than 25%

Considerable

cost increase

of 50-100%

Significant cost

increase of

over 100%

88 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

TCFD report continued

Climate Change Impacts on our Assets (Risk 4b): Changes in the way consumers live, work, shop and use technology could have an

adverseimpact on demand for our assets, whilst the physical impacts of a changing climate could cause damage or disruption to the

operation of our assets.

Category &

Indicator

Risk Type Risk Description Relevance to NewRiver Low Impact

Definition

Medium Impact

Definition

High Impact

Definition

Market

Changing

customer

behaviour

The nature of this risk is two-fold in

that it has potential impacts from

both an occupier and consumer

perspective. Changes in consumer

shopping preferences present an

opportunity to leverage our ESG

strategy to demonstrate the ways

in which we actively cater to the

evolving needs of our occupiers’

customers, but also present a

potential risk if the perception is

that our ESG strategy does not

fulfil their expectations.

We must be able to demonstrate that our

centres are environmentally and socially

conscious places for retailers and end

customers. Failure to do so could have a

negative impact on demand for our assets.

Changes in

customer

behaviour are

well accounted

for by our

existing strategy

& offering, with

impact being

only resource

requirements

to achieve this

There is room

for our strategy

to improve its

alignment with

changing

customer

behaviour,

leading to

some reduction

in demand

Our strategy

falls short of

customer

expectations

and demand

for our assets

is hampered

Physical

PH1

PH6

Acute Physical

Hazards and

Chronic

Stressors

caused by

aChanging

Climate

As average global temperatures

rise, so too does the exposure of

real assets to acute climate

hazards and chronic stressors.

This risk category has been

assessed under both a high

(SSP-8.5 representing 4-5

degreesof warming) and low

(SSP1-2.6 representing within

2degrees of warming) carbon

scenario up to the year 2100,

considering 11 key climate risks

including temperature-related,

wind-related, water-related,

andsolid mass-related hazards.

Through this assessment, some

risks were discounted as relevant

to our portfolio. Our risk disclosure

includes only those identified as

highly relevant.

6 relevant risks to our portfolio have been

identified to include: heat stress; water

stress; storm and wind damage; subsidence;

and flooding. Potential impacts of exposure

to these risks include higher cooling/energy

demand and associated costs; damage to

external building elements; and increased

insurance premiums. Through our

assessment of these risks under both a high

and low emissions scenario, we were able

to establish that there is no material

variation in exposure levels across our

portfolio over time and under each scenario.

Our impact assessment represents the

within 2-degrees scenario.

0-40% of our

assets could

beimpacted

bythe relevant

climate hazard

40-80% of our

assets could

beimpacted

bythe relevant

climate hazard

80-100% of our

assets could

beimpacted

bythe relevant

climate hazard

89NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

TCFD Strategy Recommendation ‘b’: Describe the impact of climate-related risks and opportunities onthe

organisation’s businesses, strategy, and financial planning.

The Board has a low risk tolerance for principal risks affecting our business, including climate-related issues. Consistent with this appetite,

our robust ESG programme guides our actions on our pathway to net-zero and supports our response to climate-related issues through the

implementation of asset-level initiatives designed to improve efficiency, reduce environmental impact, and enhance resilience. We have

embedded ESG and climate considerations throughout our business processes, departments, and functions. Environmental considerations

are embedded into capital allocations and are considered for all future acquisitions. The following diagram depicts the actions and processes

we have identified as part of our strategy to deliver on our climate ambitions in the context of our business model and financial planning.

* NB: No data for future subsidence risk is available so this risk can only be considered under current climate conditions.

Impact Assessment

Indicator, and risk types

Category,

Energy/Carbon Regulations

PL1

Costs to transition assets

Reputational damage

Increased costs to offset

Changing customer behaviour

Heat Stress

PH1

Water Stress

PH2

Storm Damage

PH3

Wind Damage

PH4

Subsidence

PH5

Coastal Flooding

PH6

Timeframe

Impact

Short – to 2030 Medium – to 2040

MediumLow High

Long – to 2050 and beyond

PL1

PH5

PH4

PH6

PH2

PH3

PH1

90 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

TCFD report continued

Risk Management

TCFD Risk Management Recommendation ‘a’:

Describe the organisation’s processes for identifying

and assessing climate-related risks

Climate-related risks are identified through NewRiver’s integrated

risk management framework. Our risk management framework

considers both emerging and principal risks with the potential to

impact our business. We maintain a risk register that considers a

range of categories, including environmental and climate change

risks. The risk register assesses the impact and likelihood of each

identified risk, which is translated into a risk heat map. Where the

residual risk does not align with the Board’s risk appetite,

management actions are recommended with a view to

mitigatingthe relevant risk.

TCFD Risk Management Recommendation ‘b’:

Describe the organisation’s processes for managing

climate-related risks

Accountability for mitigating actions is assigned to a senior asset

and property manager. This approach allows NewRiver to ensure

there is a top-down understanding of principal risks across the

business, backed by bottom-up mechanisms to support monitoring by

management and their ability to address principal risks in a timely

manner. With the support of our centre managers, we implement a

host of initiatives designed to manage environmental impact and

promote the efficient and resilient operation of our assets. This also

includes, for example, building safety assessments which review

therisk of loose roof/ facade features, which support mitigation of

physical risks such as wind and storm damage.

TCFD Risk Management Recommendation ‘c’:

Describe how processes for identifying, assessing, and

managing climate-related risks are integrated into the

organisation’s overall risk management.

Please see pages 84 to 92 for a detailed presentation of how the

identification, assessment, and management of climate-related risks

are integrated into NewRiver’s overall risk management processes.

1. Disciplined capital allocation

Embed Net-Zero Carbon and climate resilience in due diligence and

analysis of stock selection from 2022

2. Leveraging our platform

• Prepare costed asset management plans to net-zero for all

managed assets by 2024

• Actively engage with our top 30 occupiers to align our level

ofcommitment

• Actively apply green lease commitments across all

occupiertransactions

• Actively engage NewRiver’s top tier suppliers to align

commitment for products and services purchased to mitigate

supply chain emissions

• Actively pursue procurement of renewable energy across all

landlord and occupier space

• Adopt NewRiver’s re-development & major refurbishment ESG

framework across all relevant projects

• Measure the embodied carbon emissions of all re-developments

& major refurbishments by undertaking ‘Life Cycle Assessments’

(LCA), from 2023

• Embed minimum fit-out requirements for occupier licenced

fit-outs from 2021

• Design out fossil fuels from all major refurbishment projects and

re-development projects with immediacy

• Leverage our strong relationships with UK high street retail

brands, local councils, and our joint venture partners, to ensure

efforts are collaborative and long-term

• When managing assets owned by third parties, leverage our

scale, expertise, and learnings on our journey to net-zero, to

promote environmental best practice beyond our own portfolio

3. Flexible balance sheet

Leverage the flexibility of our balance sheet to ensure investment

inenergy efficiency over the next 20 years is well accounted for in

financial planning and that the value of our investments is protected

from current and future market & legislative risks

Disciplined capital

allocation

Leveraging our platform

Flexible balance sheet

91NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Metrics and Targets

TCFD Metrics and Targets Recommendation ‘a’: Disclose the metrics used by the organisation to assess

climate-related risks and opportunities in line with its strategy and risk management process.

Annually, we disclose a suite of climate-related metrics which track our performance towards realising our core objective of minimising

ourenvironmental impact. These metrics are aligned with EPRA’s best practice recommendations for transparently disclosing sustainability

performance. The EPRA performance tables on pages 195 to 198 present our FY24 performance across these metrics, alongside historical

performance.

We also monitor the following metrics associated with each of the principal climate-related risks identified:

Risk Type Management Objective Metrics Monitoring Frequency

Policy & Legal

Maintain compliance with energy/

carbon regulations

Portfolio EPC profile Continuous

Technology

Identify and implement

opportunities to improve energy

efficiency and manage costs to

transition/ decarbonise assets

Energy usage intensity Monthly by centre teams

viaourenergy broker’s

managementplatform

Reputation

Avoid reputational damage based

on ineffective response to climate

change by progressing against

our net-zero pathway

Scope 1, 2 & 3 GHG emissions Annual quantification with

monthlymonitoring through

energy management

Market

Minimise our exposure to

increasing costs of carbon offset

credits by reducing our emissions,

whilst monitoring market changes

Scope 1, 2 & 3 GHG emissions;

Cost projections from market

sources.

Our ESG consultants keep us

informed, whom we communicate

with on a weekly basis

Keep pace with changing

customer behaviour and sentiment

towards sustainability matters

Customer engagement via asset

management and centre

management teams, alongside

wider consumer / market research

Continuous

Physical Risk Exposure

Monitor changes in exposure to

physical climate risks to enable

early identification of potential

adaptation and mitigation measures

% of assets exposed to heat

stress; water stress; storm and

wind damage; subsidence;

andflooding

Initial assessment will be updated

as and when significant changes

to our portfolio occur in terms of

acquisitions and disposals

TCFD Metrics and Targets Recommendation ‘b’: Disclose Scope 1, Scope 2, and, if appropriate,

Scope3greenhouse gas (GHG) emissions, and the related risks.

In accordance with our reporting obligations under the UK’s Streamlined Energy and Carbon Reporting regulations, we disclose our annual

carbon emissions performance. Please refer to pages 73 to 75, where we provide further information on our FY24 emissions performance,

together with a comparison against our historical performance and the methodologies used to prepare these disclosures.

TCFD Metrics and Targets Recommendation ‘c’: Describe the targets used by the organisation to manage

climate-related risks and opportunities and performance against targets.

Following the release of the Science Based Targets initiative’s (SBTi) Corporate Net-Zero Standard in October 2021 – the world’s first

framework for corporate net-zero targets consistent with a 1.5°C future – we have published our Pathway to Net-Zero and have received

validation from the SBTi for our Scope 1 and 2 emissions reduction targets. Science-based targets (SBTs) provide companies with a clearly

defined pathway to future-proof growth by specifying how much and how quickly they need to reduce their GHG emissions to achieve a

net-zero world by no later than 2050. Pragmatic net-zero strategies place the corporate SBT methodology at their heart, prioritising rapid

decarbonisation before the use of carbon offsets. This is the approach that we will take in pursuing the following targets:

1. Our corporate emissions will be brought to net-zero by 2025. In FY24, we eliminated our Scope 1 emissions through our office move.

2. We will achieve a 42% reduction in total absolute emissions by 2030. As of year end FY24, we are 74% of the way to achieving this.

3. Our landlord-controlled portfolio emissions will be brought to net-zero by 2040

. We reduced these emissions by 20% in FY24 vs FY23.

4. Our tenant-controlled portfolio emissions, and emissions associated with our development activities, will be brought to net-zero by 2050.

For more information on the actions we will take to achieve these targets, please see our Pathway to Net-Zero which provides our detailed

delivery plan. Our Pathway to Net-Zero is presented separately on our website for ease of ongoing access for our stakeholders.

1. Against a 2020 baseline

92 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

TCFD report continued

Managing our risks

andopportunities

Risk monitoring and assessment including

emerging risks

The identification of risks and their management is a continual and

evolving process. This has been underscored more so over recent

years in which global macroeconomic and geopolitical events have

created uncertainty across all sectors, both economically and socially.

Geopolitical events have also impacted supply chains andsentiment.

The Company maintains a risk register in which a range of

categories are considered. These risks are linked to the business

model and strategic priorities of the Company. The risk register

assesses the impact and probability of each identified risk.

Byidentifying all risks on a register and continuously updating

thisregister, principal risks can be identified as those that might

threaten the Company’s business model, future performance,

solvency or liquidity and reputation. Their potential impact and

probability will also be a factor in whether they are classed as

principal. The risk register also records actions that can be taken

tofurther mitigate the risk and each action is assigned to an

individual or group. Mitigation factors and actions are assigned

toallrisks whether they are principal, non-principal or emerging.

The continuous updating of this risk register allows us to assess how

risks are evolving, assists in identifying emerging risks as theydevelop

and ensures that the impact of each identified risk iscontinually

monitored as it emerges and progresses. During FY23we identified

anemerging depositor risk as our cash holdingscontinued to build up.

This risk was not a principal risk but byidentifying the emerging risk

asit has developed, we were able toupdate our treasury policies to

ensure that they were fit for purpose and that cash is spread across

various banking institutions. Wecontinue to monitor this in FY24 and a

Board-approved counterparty list is continuously monitored using S&P

and Fitch credit ratings. The treasury policy dictates the maximum

exposure to a counterparty based on their rating. The operation of

thetreasury policy is reported to the Board on a quarterly basis.

Thisemerging risk also created an opportunity as the Group has been

able to take advantage of favourable deposit opportunities. We have

not identified any further emerging risks during FY24.

Risk appetite and mitigation

The Board has a low-risk appetite for compliance (legal and

regulation) related risk. The Board however recognises that

theexternal environment in which it operates is inherently risky.

Mitigating actions are therefore agreed for all risks that exceed

theGroup’s risk appetite. Our experienced leadership team

continuously works to mitigate the risks arising from the external

environment in some of the following ways:

• Maintaining an unsecured balance sheet, with the Company

benefitting from a more diversified debt structure and gaining

accessto a larger pool of capital to help achieve our strategic goals

• A disciplined approach to asset selection with probability

risk-adjusted returns

• Deploying capital in joint ventures and associates, thereby

diversifying risk

• A diverse tenant base in which there is no single tenant exposure

of more than 4%

• An experienced Board and senior management team

All risks on the register are ‘scored’ in terms of impact and

probability. A risk heat map can be a useful visual aid to

understandthe potential impact and probability of each

significantrisk on a gross basis prior to mitigation. Our heat

riskmap is set out overleaf.

Risk is inherent in all businesses and

effective risk management enables us

tomanage both the threats and the

opportunities associated with our strategy

and the operation of our business model.

Our small workforce encourages flexibility and

collaboration across the business in all areas including

risk management. The accessibility and flexibility of the

Board and senior staff are particularly pertinent when

adapting to evolving risks, emerging risks and external

risks such as the aftereffects of a global pandemic and

geopolitical instability. This flexibility enables the business

to adjust and respond to fast-changing situations and

prove its resilience and adaptability.

The Board has ultimate responsibility for the risk

management and internal controls framework of the

Company and regularly evaluates appetite for risk,

ensuring our exposure to risk is managed effectively.

TheAudit Committee monitors the adequacy and

effectiveness of the Company’s risk management and

internal controls and supports the Board in assessing

therisk mitigation processes and procedures. The

Executive Committee is closely involved with day-to-day

risk management, ensuring that it is embedded within the

Company’s culture and values and that there is a delegation

of accountability for each risk to senior management.

93NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Risk matrix

Macroeconomic

Political and regulatory

Catastrophic external event

Climate change strategy

Climate change impacts

onour assets

Changes in technology

and consumer habits and

demographics

Cyber security

People

Financing

Asset management

Development

Acquisitions

Disposals

External risks

Principal risks

Operational risks

Risk and governance and responsibility

Board

Collectively responsible for managing risk, overseeing the internal controls framework and determining risk appetite

• Regularly review risks within strategy discussions, the impact of risk on

strategy and levers within the business model that can be adjusted to

manage these risks.

• Conducts formal reviews of principal risks (including emerging risks) at

least twice a year - one of which is in connection with consideration of the

viability statement.

• Monitors KPIs which link to risk and strategy through Board reports.

Audit Committee

Oversees the risk management process

• Conducts formal reviews of the risk management process twice a year –

one of which is in connection with consideration of the viability statement.

• Monitors the internal controls framework.

• Considers the use of external advisers for specific specialist risk impacts

and deep-dive reviews.

• Monitors the need for an internal audit function/team and appoints third

parties to test internal controls.

• Receives reports on the risk management process twice annually.

Executive Committee

Regularly reviews the entire risk register - members are responsible for managing risk within their area of accountability

• Conducts reviews of the entire risk register (which includes emerging risks)

at least quarterly.

• Delegates line responsibility for managing risks within their area of

accountability.

• Reviews risk topics through regular timetabled presentations or papers.

• Uses external advisers for specific specialist risk impacts.

• Monitors KPIs which link to risk and strategy.

Asset Managers

Members are responsible for managing risk within their assets and highlighting risks as they emerge

Company Secretary

Conducts individual risk reviews with ExCo members and individual business areas. Maintains the risk register and presents an update

tothe ExCo, the Audit Committee and the Board at least twice a year. Has responsibility for training staff on policies and regulations.

Movement from FY23

The risk matrix sets out gross risk (i.e. our assessment of the

impact and probability of risks prior to any mitigating factors).

Allrisks have mitigating actions associated with them.

94 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Principal risks and uncertainties continued

External risks

External risks Operational risks

1. Macroeconomic

2. Political and regulatory

3. Catastrophic external event

4a. Climate change strategy

4b. Climate change impacts on our assets

5. Changes in technology and consumer habits and demographics

6. Cyber security

7. People

8. Financing

9. Asset management

10. Development

11. Acquisitions

12. Disposals

Risk and impact Monitoring and management Change in risk assessment

during the period

1. Macroeconomic

Economic conditions in the

UKand changes to fiscal and

monetary policy may impact

market activity, demand for

investment assets, the

operations of our occupiers

orthe spending habits of

theUK population.

Responsibility

Board & ExCo

Strategic alignment

Impact

Probability

Movement

• The Board regularly assesses the Company’s

strategy in the context of the wider

macroeconomic environment. This continued

review of strategy focuses on positioning our

portfolio for the evolving economic situation.

• The Board and management team consider

updates from external advisers, reviewing key

indicators such as forecast GDP growth,

employment rates, interest rates and Bank

ofEngland guidance and consumer

confidence indices.

• Our portfolio is focused on resilient market

sub-sectors such as essential retailers.

• Through regular stress testing of our

portfoliowe ensure our financial position

issufficiently resilient.

• Closely monitoring rent collection and

cash flow.

• Macroeconomic risk has remained the same

during the year and is considered a medium

tohigh impact risk with a high probability.

• Sentiment has been impacted by interest

rates, geopolitical issues and inflation.

• Overall portfolio valuations slightly decreased

in the second half of the year, however our

debt covenant and financial policy headroom

remains high.

• Continued inflation could fuel wage growth

andcosts leading to rate increases above

current forecasts.

• Inflation has fallen during 2023 and 2024 and

the Bank of England is working with interest

rate adjustments to reduce inflation to fall to

its 2% target.

2. Political and regulatory

Changes in UK Government

policy, the adverse effects of

Brexit on our tenants, or the

impact of political uncertainty

on consumers’ retail and

leisure spend.

Responsibility

Board & ExCo

Strategic alignment

Impact

Probability

Movement

• The Board regularly considers political and

regulatory developments and the impact they

could have on the Company’s strategy and

operating environment.

• External advisers, including legal advisers,

provide updates on emerging regulatory

changes to ensure the business is prepared

and is compliant.

• We regularly assess market research to

gauge the impact of regulatory change on

consumer habits.

• We carry out stress testing on our portfolio

inrelation to regulatory changes which may

impact our operations or financial position.

• Where appropriate, we participate in industry

and other representative bodies to contribute

to policy and regulatory debate. Individual

ExCo constituents are members of the BPF

and the High Street Task Force.

• Political and regulatory risk has remained the

same during the year. This is considered a

medium to high impact risk with a high probability.

• There has been political uncertainty within the

UK due to changes in leadership over recent

years and a decline in market confidence.

This is likely to continue with a general

election in July and a potential change of

Government. There have also been political

changes at a local authority level.

• There still remains some uncertainty around

the longer-term impacts of Brexit and also

uncertainties relating to the possibility of

Scottish devolution.

Strategic pillars

Disciplined capital allocation

Leveraging our platform

Flexible Balance Sheet

ESG

Environmental, Social and Governance

Impact and probability

Low

Medium

High

Risk change during FY24

Increased

Decreased

No change

95NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Risk and impact Monitoring and management Change in risk assessment

during the period

3. Catastrophic external event

An external event such as

civilunrest, a civil emergency

including a large-scale terrorist

attack or pandemic, could

severely disrupt global

markets and cause damage

and disruption to our assets.

Responsibility

Board & ExCo

Strategic alignment

Impact

Probability

Movement

• The Board has developed a comprehensive

crisis response plan which details actions to

be taken at a head office and asset level.

• The Board regularly monitors the Home

Officeterrorism threat level and other

securityguidance.

• The Board regularly monitors advice from

theUK Government regarding pandemic

responses and emergency procedures at our

assets are regularly tested and enhanced in

line with the latest UK Government guidance.

• We have robust IT security systems which

cover data security, disaster recovery and

business continuity plans.

• The business has comprehensive insurance

inplace to minimise the cost of damage and

disruption to assets.

• Catastrophic external event risk has

remainedthe same during the year and is

considered a high impact risk with a medium

tohigh probability.

• The after effects of a global pandemic

caused unprecedented economic and

operational disruption and the continuing

global developments create uncertainty.

We mitigated the impact of these events

through our portfolio positioning focusing

onessential goods and services, our cash

position and liquidity and our active approach

toasset management.

• The cost-of-living crisis, continued inflation

and mortgage rate increases have impacted

UK households. Our operational performance

has however demonstrated the resilience of

our portfolio.

• The National Terrorism Threat Level is

substantial and the full long-term impact from

the wars in Ukraine and the Middle East and

other geopolitical events remains unclear.

4a. Climate change strategy

A failure to implement

appropriate climate risk

management measures,

comply with evolving

regulations or meet our

ESGtargets could impact the

operation and value of our

assets, leading to a risk of

asset obsolescence,

reputational damage and

erosion of investor value.

Responsibility

Board & ExCo, CEO

andESG Committee,

Head ofESG

Strategic alignment

ESG

Impact

Probability

Movement

• We have a comprehensive ESG programme

which is regularly reviewed by the Board and

Executive Committee.

• One of the key objectives of the programme

isto minimise our impact on the environment

through reducing energy consumption,

sourcing from renewable sources and

increased recycling.

• We have developed our Pathway to Net Zero

Carbon and set medium and long-term targets

in line with the latest science-based targets.

• ESG performance is independently reviewed

by our external environmental consultants

andis measured against applicable targets

and benchmarks.

• We continue to report in line with

TCFDrequirements.

• Climate change strategy risk remained the

same during the period and is considered a

medium to high impact risk with a medium to

high probability.

• ESG has risen up the agenda of many

stakeholders and expectations of compliance

with best practice have increased.

• Regulatory requirements have also increased

during the period, in addition to the scoring

criteria for certain ESG benchmarks such

asGRESB.

• Our ESG Committee pre-empted these

changes and our initiatives and disclosure

continue to evolve in line with best practice.

• ESG is embedded into capital allocation decisions

and is considered for all future acquisitions.

96 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Principal risks and uncertainties continued

Risk and impact Monitoring and management Change in risk assessment

during the period

4b. Climate change impacts on our assets

Adverse impacts from

environmental incidents

suchas extreme weather

orflooding could impact

theoperation of our assets.

Afailure to implement

appropriate climate risk

management measures

atourassets could lead

toerosion of investor

valueandincreases in

insurance premiums.

Responsibility

Board & ExCo, CEO

andESG Committee,

Head ofESG

Strategic alignment

ESG

Impact

Probability

Movement

• We regularly assess assets for environmental

risk and ensure sufficient insurance is in place to

minimise the impact of environmental incidents.

• In conjunction with insurers, flood risk

assessments have been carried out at all of

our assets and the risk is considered low.

• Climate change impacts on our assets risk has

increased during the period and is considered

amedium to high impact risk with a medium

probability. The probability of this risk has

increased as governments globally, including

the UK Government, continue to take insufficient

action and temperatures continue to rise, with

2023 being the hottest year on record.

• Although exposure to extreme weather

eventsis a near-term risk, other climate

impacts such as heat stress and sea level rises

are medium-term or long-term time horizons.

Whilst their impact is high, their probability is

medium in the short to medium term.

• Climate impacts are embedded into capital

allocation decisions and considered for all

future acquisitions of both equipment installed

at our assets and for the assets themselves.

5. Changes in technology and consumer habits and demographics

Changes in the way

consumers live, work, shop

anduse technology could

have an adverse impact on

demand for our assets.

Responsibility

Board & ExCo

Strategic alignment

Impact

Probability

Movement

• The Board and Executive Committee regularly

assess our overall corporate strategy and

acquisition, asset management and disposal

decisions in the context of current and future

consumer demand. Our strategy is designed

to focus on resilient assets that take into

account these future changes.

• We closely assess the latest trends reported

by research providers, including cash spent at

our assets, to ensure we are aligned with

evolving consumer trends.

• Our retail portfolio is focused on essential

spending on goods and services which are

resilient to the growth of online retail.

• Our retail parks are ideally positioned to help

retailers with their multi-channel retail strategies.

• Changes in technology and consumer habits

risk has remained the same during the year

and is considered a low to medium impact

risk with a high probability.

• Although the global pandemic lockdown

restrictions significantly increased home

working and online shopping we have seen

evidence that this is unwinding in recent

years. This provides opportunities for our

portfolio, particularly retail parks and local

community shopping centres.

• Our portfolio is focused on providing

essential retail to local communities, which

continues to mitigate the impact of online

retail on our portfolio.

• Our portfolio is positioned to ensure that

over the longer term we have the most

resilient retail portfolio in the UK.

Strategic pillars

Disciplined capital allocation

Leveraging our platform

Flexible Balance Sheet

ESG

Environmental, Social and Governance

Impact and probability

Low

Medium

High

Risk change during FY24

Increased

Decreased

No change

97NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Risk and impact Monitoring and management Change in risk assessment

during the period

6. Cyber security

A cyber attack could result in

the Group being unable to

useits IT systems and/or

losing data. This could

delayreporting and divert

management time. This risk

could be increased due to

employees continuing to work

from home following the

pandemic and due to

geopolitical events.

Responsibility

Board & ExCo, Head of IT

Strategic alignment

Impact

Probability

Movement

• There are limited IT servers on sites.

• Multiple third-party supplier programmes are

used which have their own security systems

and are independently audited by Deloitte

and ISO2000 accredited.

• ExCo receives quarterly reporting on IT matters.

• Security protocols are in place to ensure swift

changes to data access following staff

changes and authority limit access.

• We have reviewed our IT systems and have

enhanced a number of areas during the year.

• Cyber insurance cover is in place.

• We have recently carried out an external

review of the Group’s IT security and systems

aspart of our internal audit process.

• Cyber security has increased during the year

and is considered a medium to high impact

risk with a high probability. Global developments

have increased cyber security risks with many

high-profile organisations being targeted by

cyber attacks. We continue to carry out further

enhancements to our IT systems and procedures

and update, monitor and review our internal

control procedures.

98 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Principal risks and uncertainties continued

Operational Risks

Risk and impact Monitoring and management Change in risk assessment

during the period

7. People

The inability to attract, retain

and develop our people and

ensure we have the right skills

in place could prevent us from

implementing our strategy.

Responsibility

Remco, ExCo, Senior

Independent Director

(asemployee engagement

director), Head of HR

Strategic alignment

Impact

Probability

Movement

• Attracting, retaining and developing talent is core

to our HR strategy, which is regularly reviewed by

the Board and Executive Committee.

• We undertake an extensive Employee

Engagement Survey once a year to gauge

employee views on leadership, company

culture, health and wellbeing, personal growth

and benefits and recognition. This informs any

changes to HR policy.

• We regularly benchmark our pay and benefits

against those of peers and the wider market.

• We regularly review the Group’s resourcing

requirements, performance management,

talent and succession planning.

• Longer notice periods are in place for

keyemployees.

• Our recruitment policies consider the needs of

the business today and our aspirations for the

future, whilst ensuring our unique corporate

culture is maintained.

• The probability of the People risk has reduced

during the year. It is considered a medium

impact risk with a medium probability.

• Although inflation puts pressure on salary

costs and demands, this impact is mitigated

by an active employee engagement

programme and the alignment of reward

withboth individual and Company-level

performance. The vesting of the LTIP award in

August 2023 has improved staff perceptions

of these long-term awards and improved their

motivational impact.

• We continue to focus on staff wellbeing and

actively seek regular feedback from staff.

The recent Sunday Times Best Places to

Work2024 survey was strongly positive with

NewRiver scoring “excellent’ in all criteria.

• We also offer many forms of flexible working

including job share, annualised hours,

variation of hours and working from home.

Since the pandemic we have implemented a

policy of working enabling staff to work from

home a number of days a week should they

choose to do so.

8. Financing

If gearing levels become

higher than our risk appetite

or lead to breaches in bank

covenants, this would impact

our ability to implement our

strategy. The business could

also struggle to obtain funding

or face increased interest

rates as a result of

macroeconomic factors.

Responsibility

ExCo & CFO

Strategic alignment

ESG

Impact

Probability

Movement

• The Board regularly assesses Company

financial performance and scenario testing,

covering levels of gearing and headroom to

financial covenants and assessments by

external rating agencies.

• The Company has a programme of active

engagement with key lenders and shareholders.

• The Company has a wholly unsecured

balance sheet, which mitigates the risk of a

covenant breach caused by fluctuations in

individual property valuations.

• The Company has long-dated maturity on its

debt, providing sufficient flexibility for refinancing.

• Working capital and cashflow analysis and

detailed forward assessments of cashflows are

regularly reviewed by the Executive Committee.

• Our credit rating is independently assessed by

Fitch Ratings at least annually.

• Financing risk remained the same during the

year and is considered a low to medium

impact risk with a medium probability.

• Macroeconomic developments, particularly the

increase in inflation, have impacted financial

markets. The strength of the Company’s

unsecured balance sheet means we have

significantly mitigated the risk of not being

able to secure sufficient financing. Increased

cash levels have also mitigated these risks

and provide deposit opportunities.

• The Company extended the maturity on its

undrawn Revolving Credit Facility to

November 2026 during the year.

• There is no exposure to interest rate rises

ondrawn debt.

Strategic pillars

Disciplined capital allocation

Leveraging our platform

Flexible Balance Sheet

ESG

Environmental, Social and Governance

Impact and probability

Low

Medium

High

Risk change during FY24

Increased

Decreased

No change

99NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Risk and impact Monitoring and management Change in risk assessment

during the period

9. Asset management

The performance of our

assets may not meet with the

expectations outlined in their

business plans, impacting

financial performance and

the ability to implement

our strategies.

Responsibility

ExCo, Head of Asset

Management and the

Asset Managers

Strategic alignment

ESG

Impact

Probability

Movement

• Asset-level business plans are regularly

reviewed by the asset management team

and the Executive Committee and detailed

forecasts are updated frequently.

• The Executive Committee reviews whole

portfolio performance on a quarterly basis

to identify any trends that require action.

• Our asset managers are in contact with centre

managers and occupiers on a daily basis to

identify potential risks and improvement areas.

• Revenue collection is reviewed regularly by

the Executive Committee.

• Retailer concentration risk is monitored, with a

guideline that no retailer will account for more

than 5% of gross income (currently our largest

retailer is Poundland accounting for 3.3% of

gross income).

• Asset management risk has remained the same

during the year and is considered a medium to

high impact risk with a medium probability.

• The global pandemic placed restrictions on

the operations of our occupiers and impacted

performance and rent collection at our assets.

These have improved greatly and are now

back to pre-pandemic levels.

• Our diverse tenant portfolio focuses on

essential retail which reduces the impact of

individual tenant defaults.

• Although we have a low probability of default,

the continued cost-of-living crisis may impact

the financial health of our occupiers.

• Our operational performance continues

to prove the resilience of our assets.

10. Development

Delays, increased costs and

other challenges could impact

our ability to pursue our

development pipeline

andtherefore our ability

toprofitably recycle

development sites

andachieve returns

ondevelopment.

Responsibility

Board & ExCo,

Development

teamleaders

Strategic alignment

ESG

Impact

Probability

Movement

• We apply a risk-controlled development

strategy through negotiating long-dated

pre-lets for the majority of assets.

• All development is risk-controlled and forms

only a small element of the portfolio by value.

• Capital deployed is actively monitored by the

Executive Committee, following detailed due

diligence modelling and research.

• An experienced development team monitors

on-site development and cost controls.

• On large-scale developments where

construction is more than 12 months, we look

to carry out the project in partnership and/or

forward sell.

• Development risk probability decreased

during the period as the business currently

has less development projects. It is

considered a medium impact risk with a

medium probability.

• Supply issues and increases in the cost of

building supplies will impact developments,

however, as they remain a small part of our

portfolio the overall impact is low.

• A number of our Regeneration assets were

sold in prior years which has decreased the

proportion of assets focused on development

which inherently reduces risk exposure.

100 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Principal risks and uncertainties continued

Risk and impact Monitoring and management Change in risk assessment

during the period

11. Acquisitions

The performance of asset and

corporate acquisitions might not

meet with our expectations and

assumptions, impacting our

revenue and profitability.

Responsibility

Board & ExCo, Head

ofCapital Markets

Strategic alignment

Impact

Probability

Movement

• We carry out thorough due diligence on all

new acquisitions, using data from external

advisers and our own rigorous in-house

modelling before committing to any

transaction. Probability-weighted analysis

takes account of these risks.

• Acquisitions are subject to approval by the

Board and Executive Committee, who are

highly experienced in the retail sector.

• We have the ability to acquire in joint

ventures, thereby sharing risk.

• Acquisition risk has remained the same

through the year and is considered a medium

impact risk with a medium probability.

• The lack of supply and relative price of some

assets may reduce opportunities for acquisition.

• We are now in a position to deploy capital in line

with our returns-focused approach to capital

allocation and subject to our LTV guidance.

12. Disposals

We may face difficulty in

disposing of assets or

realisingtheir fair value, thereby

impacting profitability and our

ability to reduce debt levels or

make further acquisitions.

Responsibility

Board & ExCo, Head

ofCapital Markets

Strategic alignment

Impact

Probability

Movement

• Our portfolio is focused on high-quality assets

with low lot sizes, making them attractive to a

wide pool of buyers.

• Assets are valued every six months by

external valuers, enabling informed disposal

pricing decisions.

• Disposals are subject to approval by the

Board and Executive Committee, who are

highly experienced in the retail sector.

• Our portfolio is large and our average asset lot

size is small, meaning that each asset

represents only a small proportion of revenues

and profits, thereby mitigating the impact of a

sale not proceeding.

• Disposal risk has remained the same during

the year and is considered a medium impact

risk with a medium to high probability.

• National and geopolitical uncertainty, interest

rate rises, inflation and the cost-of-living crisis

mean that markets remain uncertain and are

causing some purchasers to reconsider or

delay acquisition decisions.

• We have an active and successful disposal

programme where we have executed

disposals in the year, with the volume of

transactions being completed increasing

disposal risk. The average lot size however

is lower than most in the market so our

assets tend to be more liquid.

Strategic pillars

Disciplined capital allocation

Leveraging our platform

Flexible Balance Sheet

ESG

Environmental, Social and Governance

Impact and probability

Low

Medium

High

Risk change during FY24

Increased

Decreased

No change

101NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Viability statement

Period of assessment

The UK Corporate Governance Code requires the Directors to appraise

the viability of the Group over what they consider to be an appropriate

period of assessment taking into account the Group’s current position,

itsbusiness model (page 6), strategy (page 17) and principal risks and

uncertainties (pages 93 to 101).

In making this assessment, the Directors view the Group’s focus on

its resilient sub-sector of convenience retail, expertise in asset

management and risk-controlled development, disposal track

record and unencumbered balance sheet as the key aspects

supporting the long-term sustainability of the business.

The Directors consider the appropriate period of assessment to be

three years from the current financial year end to 31 March 2027.

This period of assessment is aligned to performance measurement

and management remuneration, and in the opinion of the Directors,

this period of assessment strikes the optimal balance of allowing

the impact of strategic decisions to be modelled while maintaining

the accuracy of underlying forecast inputs.

Principal risks

In making their viability assessment, the Directors assessed

thepotential impacts, in reasonable worst case scenarios, of the

principal risks as set out on pages 93 to 101, together with the likely

degree of effectiveness of mitigating actions reasonably expected to

be available to the Group. The most relevant of these risks to viability,

with the highest potential impact, were considered to be:

• Macroeconomic – Economic conditions in the UK and changes

tofiscal and monetary policy may impact market activity, demand

forinvestment assets, the operations of our occupiers or the

spending habits of the UK population.

• Political and regulatory – Changes in UK Government and UK

Government policy, the currently elevated level of global conflict

and its impact on the UK and on the consumers’ retail and

leisure spend.

• Catastrophic external event – An external event such as civil

unrest, a civil emergency including a large-scale terrorist attack

orpandemic, could severely disrupt global markets and cause

damage and disruption to our assets.

The Board is encouraged by the consistently strong operational

performance of the portfolio during FY23 and FY24. However,

thereremains significant uncertainty around the prospects for the

UK economy due to the mix of high inflation, low expected growth,

the associated cost-of-living crisis and the currently elevated level

of interest rates, notwithstanding the Group’s own position of

strength in navigating these uncertain times through its superior

yields, unencumbered balance sheet, low and fixed cost of debt

and no maturity on drawn debt until 2028.

Process

The Group’s annual budget, forecast and business planning process

takes place in the final quarter of the financial year, with final budget

signed off by the Board early in the new financial year.

The exercise is completed at a granular level, on a lease-by-lease

basis and considers the Group’s profitability, capital values, loan to

value, cash flows and other key financial metrics over the forecast

period. The Group benefits from a wholly unsecured balance sheet

and the only drawn debt currently in the Group is the £300 million

bond, which is not due for repayment until the end of FY28.

Following the Group divesting itself of its community pub business

in FY22, which reset its LTV and provided the firepower to reshape

its portfolio, the Group’s clear strategic aim has been that by 2025

the assets in its portfolio will display only the characteristics of

resilient retail. It is considered that resilient retail assets in the future

will be those located in catchments with long-term growth potential

and the right balance between the supply of physical retail space

and demand for that space; they will have an offering that meets the

everyday needs of customers while playing a distinct role within

their communities.

The Directors believe that the Group will deliver this through

remaining committed to the following strategic priorities:

• Selling its non-core, including Work Out assets, and recycling

the resultant capital into resilient retail. The Group has begun

reshaping its portfolio to ensure that over the longer term it only

owns retail assets that display these key characteristics. To this

end the Group completed £77 million of retail disposals in FY22,

completed £23 million in FY23 and £38 million in FY24 in line

with the strategy.

• Transforming its Regeneration and remaining Work Out assets to

create long-term value by jointly working with sector specialists

and appropriate capital partners.

The Directors believe that the collective measures outlined above

will transform the Group into a more agile business committed to

delivering attractive returns to shareholders.

The forecast scenario selected by the Directors to assess the Group’s

viability is based on this strategic approach. This assumes exiting the

Work Out portfolio during FY25 along with other retail strategic

acquisitions and disposals. Under this scenario, the Group is forecast

tomaintain sufficient cash and liquidity resources and remain compliant

with its financial covenants with significant headroom.

Further sensitivity analysis was performed on this scenario to align

itwith the assumptions used in the reasonable worst-case scenario

for the going concern review (see the Going Concern section of

note 1 of the financial statements). This includes removing all

uncommitted acquisitions and disposals, assuming further

valuationdecline and a lower income collection rate. Even applying

this sensitivity, the Group maintains sufficient cash and liquidity

reserves to continue in operation throughout the assessment period

andthe drawn debt covenants could absorb a further valuation

decline of 46% and a further 57% reduction in annual net rental

income before breaching covenant levels.

Viability statement

On the basis of this and other matters considered by the Board during

the year, the Board has a reasonable expectation that the Group will

be able to continue in operation and meet its liabilities as they fall due

over the three-year period of their detailed assessment.

Going concern

The Directors of NewRiver REIT plc have reviewed the current

andprojected financial position of the Group making reasonable

assumptions about future trading and performance. Reasonable

worst case scenarios were applied to the assumptions andthe

Directors are satisfied that the going concern basis of presentation

ofthe financial statements is appropriate.

The Strategic Report was approved by the Board on 20 June 2024

By order of the Board

Allan Lockhart

Chief Executive Officer

102 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Non-financial and sustainability

information statement

As NewRiver has fewer than 500 employees, it is not required to comply with the Non-Financial Reporting requirements contained

withintheCompanies Act 2006. However, due to our commitment to promoting transparency in reporting and business practices,

furtherinformation is provided in the table below on a voluntary basis, to help stakeholders understand our position on key non-financial

andsustainability matters.

Topics Key policies and standards

1,2

Additional information

Environmental

matters

• Environmental Social Governance Policy

• Net Zero Carbon Commitment

• Climate Change Position Statement

• Social Value Policy

• Green Procurement Policy

• Sustainability Brief for Development

For more on sustainability and environmental

matters see pages 66 to 92 and the

Sustainability section of our website:

www.nrr.com

Climate-related

financial disclosures

• Task Force on Climate-related Financial

Disclosures (“TCFD”)

For more on action on climate change see

pages 84 and 92 and the Sustainability section

of our website: www.nrr.com

Employees

• Code of Conduct containing:

• Workplace behaviour

• Equal opportunities

• Working with NewRiver

• Speaking up

• Health and Safety

• Wellbeing

• Electronic communications

For more on people and culture see pages

56 to 60 and 111

For more on diversity and inclusion see pages

59, 82, 121 and 122 and the People & Culture

section of our website: www.nrr.com

Human rights

• Code of Conduct

• Modern Slavery and Human Trafficking Statement

For more on modern slavery see page 117 and

the Modern Slavery Statement on our website:

www.nrr.com

Social matters

• Social Value Policy

• Charity partnership with the Trussell Trust

For more on our stakeholder engagement

seepages 56 to 65

For more on the local community see page

61and the Sustainability section of

our website: www.nrr.com

Anti-bribery and

corruption

• Whistleblowing Policy

• Code of Conduct

• Anti-money Laundering Policy

• Gifts and Hospitality Policy

• Supply Chain Policy and Supplier Code of Conduct

• Share Dealing Policy

For our Audit Committee report see pages

123to 128

People & Culture section of our website:

www.nrr.com

Modern Slavery Statement on our website:

www.nrr.com

Business model

For more on our strategy and business model

see pages 6 and 17

Principal risks and

uncertainties

For more on our principal risks and

uncertainties see pages 93 to 101

For our viability statement see page 102

Non-financial key

performance

indicators

For more on non-financial key performance

indicators see pages 21 to 23

1. Policies and further information can be found on the website: www.nrr.com.

2. Certain policies and internal guidelines are not published externally.

103NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Strategic report

Governance Report

STRONG GOVERNANCE

IS A STRATEGIC

ENABLER FOR

FUTUREGROWTH

104 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance Report

The Chair’s letter on governance 107

Our leadership team 108

Board leadership and Company purpose 111

Nomination Committee Report 119

Audit Committee Report 123

Remuneration Committee Report 129

Directors’ Report 146

Statement of Directors’ responsibilities 149

105NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Corporate Governance

Board leadership and

Company purpose

108 A. An effective Board

111 B. Purpose, values and culture

116

C. Governance framework

andBoard resources

56 D. Stakeholder engagement

56 E. Workforce policies andpractices

The Governance section provides details of the Board’s corporate governance structures and work for

the financial year to 31 March 2024. Together with the Directors’ Remuneration Report on pages 129

to 145, it includes information about how the Company has applied the principles and complied with

the provisions of the 2018 UK Corporate Governance Code. The Governance section has been

organised to follow the structure and principles (A to R) of the 2018 Code.

Compliance with the 2018 UK Corporate

Governance Code

As a Company with a premium listing on the London Stock

Exchange, NewRiver is required under the Financial Reporting

Council (FRC) Listing Rules to comply with the Code Provisions of

the 2018 UK Corporate Governance Code issued in July 2018 (the

‘2018 Code’) which is available on the FRC website (www.frc.org.uk).

The principles and provisions of the 2018 Code have applied

throughout the year to 31 March 2024 and the Company has

fullycomplied with all the provisions of the Code, except Provision

38 which was not complied with for part of the year as explained

more fully on this page.

Code Provision 38

Requires, among other things, that the pension contribution rates

for executive directors should be aligned with those available to

the workforce. As outlined in the Remuneration Policy adopted at

the AGM in 2020, any new Executive Directors received Company

contributions in line with the UK workforce which is currently 4%.

The incumbent Executive Director, Allan Lockhart, continued to

receive Company contributions of 15% of base salary until the

2023 AGM. All Executive Directors now receive the rate applicable

to the workforce so the Company now complies with this provision

but did not comply for the full year.

Division of responsibilities

115 F. Board roles

120 G. Independence

114

H. External appointments and

conflicts of interest

113

I. Key activities of

the Board in FY24

120 J. Appointments to the Board

108

K. Board skills, experience and

knowledge

117

L. Annual Board and

Committeeevaluation

Audit, risk and internal control

123

M. Financial reporting, external

auditor and internal audit

128

N. Review of the 2024 Report

and Accounts

126

O. Internal financial controls and

risk management

Remuneration

129

P. Linking remuneration with

purpose and strategy

132 Q. Remuneration Policy review

139

R. Performance outcomes in

FY24and strategic targets

106 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Chair’s letter on governance

Succession planning and Board appointment

Succession planning has been a particular focus for the Board

andthe Nomination Committee this year. As announced, Margaret

Ford advised the Board that, subject to completion of a search to

appoint a successor and a handover period, she would not seek

re-election at the 2024 AGM. The Nomination Committee initiated

a search for a new Non-Executive Chair under the leadership of

Alastair Miller, the Senior Independent Director. This search,

aided by an international executive search agency, led to my

appointment in March 2024. Following a handover period,

Margaret stepped down from the Board on the 30 May 2024.

The process followed for my appointment is more fully detailed

inthe Nomination Committee Report.

ESG

Our Annual Report in 2021 set out our net zero commitment and

details of the Company’s responses to climate change through

ourTask Force on Climate Related Financial Disclosures (TCFD)

reporting. The Board has continued to develop its arrangements

forthe oversight of climate-related risk and mitigation. In December

2023 the Board had an entire Board meeting dedicated to updating

the Board on ESG matters including a performance update, MEES

Risk Management and the net zero audit update. ESG is key to our

strategy so it was important to dedicate specific time to this part of

our strategy.

Annual General Meeting

At our AGM in 2023 we asked shareholders to renew our Directors’

Remuneration Policy for another three years and were pleased that

over 99% of the shares that voted at the AGM did so in favour

oftherevised policy. We look forward to the AGM in 2024 and

Iamparticularly looking forward to welcoming and engaging with

shareholders at this meeting as this will be my first AGM since

becoming Chair.

Yours sincerely

Lynn Fordham

Chair

20 June 2024

Dear Shareholders

I have pleasure in introducing NewRiver’s Corporate

Governance report for the year ended 31 March 2024.

The Board has overall responsibility for the leadership

ofthe Company, setting the Company’s values

andstandards and monitoring culture. Part of this

oversightresponsibility is to ensure that there is sound

management and internal controls. This report outlines

our governance structure and processes and the work

ofthe Board and its Committees to ensure the Board

responsibilities are fulfilled.

107NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Lynn Fordham

Non-Executive Chair |

Appointed March 2024

Key Skills and Experience

Lynn joined the Board in March

2024 and is an experienced

non-executive director. She

was most recently Managing

Partner of private investment

firm Larchpoint Capital LLP,

a position she held from

2017to 2021. Prior to joining

Larchpoint, Lynn was CEO of

SVG Capital for eight years

having previously served as

CFO. Before that she held

senior roles at Barratt

Developments, BAA, Boots,

ED&F Man, BAT and Mobil

Oil.She also served as a

non-executive director on the

boardof Fuller, Smith & Turner

for seven years until 2018,

chairing its Audit Committee.

Lynn brings to the Board wide-

ranging listed company,

private equity and finance

and transaction experience

across a range of sectors.

External Appointments

Listed Companies

NCC Group plc (Non-Executive

Director and Audit Committee

Chair); Caledonia Investments

plc (Non-Executive Director

and Audit Committee Chair);

Domino’s Pizza Group plc

(Non-Executive Director

andAudit Committee Chair)

Other

Chair of RMA – The Royal

Marines Charity; Enfinium

Group Ltd (Non-Executive

Director)

Experienced leadership

Board of Directors

Allan Lockhart

Chief Executive Officer |

Appointed February 2019

Key Skills and Experience

Allan has over 30 years’

experience in the UK retail real

estate market. He started his

career with Strutt & Parker in

1988 advising major property

companies and institutions

onretail leasing, investment

and development.

In 2002, Allan was appointed

as Retail Director to Halladale

Plc with a remit to acquire value

add opportunities in the UK

retail real estate market

andensure the successful

implementation of asset

management strategies.

Following the successful sale

of Halladale Plc in early 2007,

Allan co-founded NewRiver

and served as Property

Director since its IPO

untilbeing appointed Chief

Executive Officer in May 2018.

External Appointments

Chair of the British Property

Federation (BPF) Retail Board

Will Hobman

Chief Financial Officer |

Appointed August 2021

Key Skills and Experience

Will is a Chartered Accountant

with over 12 years of real estate

experience, having qualified

atBDO LLP working in its

Auditand Corporate Finance

departments. Before joining

NewRiver in June 2016, Will

worked at British Land for five

years in a variety of finance

roles, latterly in Investor

Relations, and formerly within

the Financial Reporting and

Financial Planning & Analysis

teams. Will obtained a

BArch(Hons) in Architecture

fromNottingham University

before obtaining his ACA

qualification, becoming an

FCAin March 2020.

External Appointments

British Property Federation

Finance CommitteeMember

Alastair Miller

Senior Independent Director |

Appointed January 2016

Key Skills and Experience

Alastair is a Chartered

Accountant and has significant,

recent and relevant financial

experience. Throughout his

career Alastair has developed

skills in risk management,

property, systems, company

secretariat and investor

relations. Having worked for

New Look Groupfor14 years,

Alastair has an in-depth

understanding of retailers

andthe factors that impact

their trading and profitability.

Alastair wasformerly Chief

Financial Officer of New Look

Group, Group Finance Director

of the RAC and Finance

Director of a company within

the BTRGroup. In addition to

being the Senior Independent

Director, Alastair has

responsibility for ensuring

thatthe Board successfully

engages with our workforce.

External Appointments

Listed Companies

Superdry Plc (Director

andAuditco Chair)

Other

RNLI (Risk and Audit

Committee member &

Council Member)

108 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Dr Karen Miller

Independent Non-Executive

Director | Appointed May 2022

Key Skills and Experience

Dr Karen Miller is affiliated to

the Department of Engineering,

Cambridge University and is

Co-Founder of the Cambridge

Net Positive Lab. Karen is a

sustainability expert with a

proven track record of leading

transformation through a

collaborative applied

approachin large national

andinternational companies.

Karen has over 25 years’

experience of growing

businesses in the retail

sectorthrough innovation.

External Appointments

Buckingham Palace

Reservicing Programme

Challenge Board; Co Founder,

Cambridge Net Positive Lab

Charlie Parker

Independent Non-Executive

Director | Appointed

September 2020

Key Skills and Experience

Charlie Parker was previously

Chief Executive and Head of

the Public Service for the

Government of Jersey from

January 2018 until his

retirement in March 2021.

Priorto working in Jersey,

Charlie was Chief Executive of

Westminster City Council from

December 2013 to December

2017 and Chief Executive of

Oldham Metropolitan Borough

Council from October 2008 to

December 2013. During his

various roles as a Chief

Executive, Charlie oversaw the

significant transformation and

modernisation of a large

number of public services often

resulting in reduced costs and

improved performance. He

was also responsible for a

range of large-scale capital

infrastructure and regeneration

projects in Jersey, Westminster

and Oldham. Prior to 2008 he

held a number of investment,

development and regeneration

roles across national and local

government bodies for over

20 years.

External Appointments

Buckingham Palace

Reservicing Programme

Challenge Board; Griffin

Investors Ltd

Colin Rutherford

Independent Non-Executive

Director | Appointed

February2019

Key Skills and Experience

Colin is an experienced public

and private company chairman

and independent director, with

relevant sector experience

including asset management,

bioscience, leisure and real

estate. Colin graduated in

accountancy and finance

andqualified with Touche

Ross(now Deloitte) in 1984

andis a member of the

Instituteof Chartered

Accountants of Scotland.

External Appointments

Listed Companies

Evofem Biosciences Inc

(Independent Director and

Audit Committee Chairman)

Other

Allstone Sand Gravels &

Aggregates Limited (Chairman);

Brookgate Limited (Chairman);

James Donaldson Group Limited

(Independent Directorand Audit

Committee Chairman); Rothley

GroupLimited (Chairman)

Kerin Williams

Company Secretary |

Appointed October 2020

Key Skills and Experience

Kerin is a Chartered Secretary

with over 30 years’ experience.

Kerin has worked in-house

insenior positions within

company secretarial

departments for a number of

FTSE 100 and FTSE 250

companies in real estate,

chemicals, banking and

printing. Kerin has also worked

in professional services as a

company secretarial consultant;

her most recent role was as

Managing Director of Prism

Cosec. Kerin graduated in Law,

qualified as a Chartered

Secretary in 1997 and is a

Fellow of the Chartered

Governance Institute.

Committee membership

Committee Chair

Audit Committee

Nomination Committee

Remuneration Committee

109NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Executive Committee

Corporate Governance

Charles Spooner

Head of Capital Markets

Key Skills and Experience

Charles is responsible for

Capital Markets and Retail

Parks throughout the UK and

has over 20 years’ experience

in the real estate investment

and asset management sector.

Charles has benefitted from the

broad experience as an asset

manager at F&C REIT and

RREEF, on an advisory capacity

at Cushman Wakefield and as

a retailer advising Specsavers

on its investment agency and

development activity. Charles

is responsible for acquisitions,

disposals, development and

implementation of asset

management strategies,

withparticular focus on the

retail warehouse sector.

Edith Monfries

Chief Operating

and People Officer

Key Skills and Experience

Edith is a Chartered Accountant

having trained with Deloitte,

Haskins and Sells.

She has over 30 years’

experience in the retail

andleisure property sector,

combining Finance, Operational

and HR roles, specialising in

advising on strategic and

operational matters.

Edith was appointed Head

ofHR at NewRiver in October

2018 and now in her role as

COO brings her expertise in

talent development within the

sector to the business. She

served as COO of Hawthorn

when the pub company was

under NewRiver’s ownership

and oversaw the smooth

transition following the sale.

Will Hobman

Chief Financial Officer

See page 108 for key skills

and experience.

Allan Lockhart

Chief Executive Officer

See page 108 for key skills

and experience.

Emma Mackenzie

Head of Asset

Management and ESG

Key Skills and Experience

Emma has overarching

responsibility for the financial

and operational performance of

the retail portfolio throughout the

UK. Emma’s responsibilities

also include oversight

ofNewRiver’s property

management, rent

collectionand the Company’s

Environmental, Social and

Governance programme.

Emma is a qualified chartered

surveyor with over 20 years’

experience in the retail

property market.

Launched in June 2020, Emma

is one of nine Board Members

on the Government’s High

Street Task Force, following

her role on the Government’s

High Streets Expert Panel and

chaired by Sir John Timpson in

2019. The HSTF provides

access to experts, case studies

and practical solutions to local

town leaders and Government,

to help support and revitalise UK

high streets and town centres.

Emma also sits on the

Commercial Committee of the

British Property Federation.

110 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Board leadership and

companypurpose

Purpose, Values and Strategy

Our purpose is to own, manage and develop the most resilient

retail portfolio in the UK focused on Retail Parks, Core Shopping

Centres and Regeneration opportunities in order to deliver long-

term attractive recurring income returns and capital growth for

our shareholders.

Generation and preservation of value over

the long term

The Board’s role is to lead the Group and ensure that it delivers

sustainable and growing returns for our shareholders over the

longer term. NewRiver’s business model and strategy is set out on

pages 6 and 17 of the Strategic Report and describes the basis

upon which the Company generates and preserves value over the

long term.

Our Culture

NewRiver’s collaborative and supportive culture underpins our

purpose and drives business practices. With a small workforce

ofaround 50 employees, our culture is able to provide individuals

who work for us a sense of purpose and an opportunity to thrive

and develop as individuals. The proximity between Board and

employees makes it easier for the Board to engage with

employees and the Directors can monitor the culture in a way

notpossible for larger companies. The small size of our team also

allows for flexibility and adaptability so that we can respond to

fast-changing situations.

Board Leadership

The Board oversees the Group’s active approach to asset

management and the strategy of developing and recycling

convenience-led, community-focused retail assets throughout the

UK and this in turn contributes to the community and wider society.

The Board has overall authority for the management and conduct of

the Group’s business, strategy and development and is responsible

for ensuring that this aligns with the Group’s culture.

The Board, supported by the Company Secretary, ensures the

maintenance of a system of internal controls and risk management

(including financial, operational and compliance controls) and

reviews the overall effectiveness of the systems in place. The

Board delegates the day-to-day management of the business to

the Executive Committee (“ExCo”). There is a Schedule of Matters

reserved for the Board’s decision which forms part of a delegated

authority framework to ensure that unusual or material transactions

are brought to the Board for approval. This Schedule of Matters

isreviewed regularly to ensure that it is kept up to date with any

regulatory changes and is fit for purpose. The last review was

undertaken in May 2024. The Executive Committee also has its

own Terms of Reference that fit within the governance framework

andare approved by the Board.

Disciplined capital allocation

Leveraging our platform

Flexible balance sheet

Underpinned by a committed ESG strategy

Read more about our business model on page 6

111NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Board activities

Staff engagement

Workforce engagement

mechanism– the role of our

designated Non-Executive Director

Alastair Miller, our Senior Independent Director, has

responsibility for ensuring that the Board successfully

engages with our workforce.

As Chair of the Remuneration Committee Alastair, has

direct engagement with shareholders on remuneration

policy and is therefore best placed to answer questions

from the workforce on Director remuneration and its

alignment to Group-wide remuneration and strategy.

We have a small workforce which allows a natural

proximity between the Board and the workforce making it

easy for the Board to engage with staff directly, especially

as the Directors regularly visit the London office and also

the assets. Staff are invited on a regular basis to attend a

group meeting with Alastair in the London office, or online

if preferred. The most recent meeting was held in April

2024. Questions are invited ahead of the session as well

as taken live on the day. The majority of staff attended

thismeeting either in person or online. Alastair took the

opportunity to explain the recruitment process for the new

Chair and took questions from staff on this. Looking back

on previous discussions with staff, Alastair quizzed them

on their opinions of the office and flexible working. There

was overwhelming agreement that they found the flexible

working arrangements on offer both efficient and suited to

their lifestyles. The performance of the LTIP (a share

scheme that all staff participate in) was discussed.

The fact that the 2020 award had reached 50% of its

performance target was felt to be encouraging and had

highlighted the benefit of the share scheme to employees.

Staff also talked candidly to Alastair about their views on

the strategy of the Company, the market in general and

their worries around personal mortgage rates and the

cost of living.

Board

Executive Committee (“ExCo”)

Our Staff

(Led by Alastair Miller, our Senior Independent

Non-Executive Director and Non-Executive Director,

responsible for workforce engagement)

• NED/Staff engagement sessions

• Staff survey results

• NED visits to assets and London office

• Social events with staff

• Direct report engagement and staff appraisals

and feedback

• Monthly all-staff sessions

• Staff survey results

• Social events with staff

• Fundraising events with staff

• Monthly all-staff sessions

• Staff survey results

• Various social events

112 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Corporate Governance continued

Board activity during the year Link to strategy

Strategy

• The Board discusses progress against strategy at most meetings and receives

updates on strategy in the CEO’s report

• Additional strategic papers have been considered by the Board at Board

meetings during the year

ESG

Finance and

Financing

• The Chief Financial Officer has presented a financial report at each Board meeting

• Approval of the Annual Report and interim report and associated financial statements

• Presentation and discussion on the draft budget and business plan

• Approval of the annual budget

• The CFO provided quarterly reporting against the Treasury policy and the

Board considered updates to the Treasury policy to take advantage of better

returns on excess cash

ESG

Audit and Risk

• The Chair of the Audit Committee reported to the Board on the proceedings

of each Audit Committee meeting and meetings with valuers

• The Board considers the risk register and internal controls at least twice a year

• Update to the Board on the whistleblowing procedures

• Update to the Board on the Audit tender process

• Recommendation to the Board on the appointment of the External Auditor

ESG

Operational and

Investor Relations

• The CEO presented a report at each Board meeting which also included

updates on investor relations

• Members of the ExCo were regularly invited to attend the Board meetings to

present on various projects

• The Board received IR strategy and quarterly communication progress reports

• Members of the senior leadership team have been invited to Board meetings

to report on specific assets

ESG

Stakeholders

• Stakeholders including employees, occupiers, councils and communities, lenders

and shareholders are regularly considered as part of the CEO report to the Board

• The Non-Executive Directors visited a number of the Group’s assets during last

year and this year, and were provided with guided tours from the asset

management teams responsible for the assets

• HR reports are either tabled separately or included the CEO’s report

• The Board received updates from Alastair Miller’s attendance at staff sessions

ESG

Environmental

• The Board receives regular updates on ESG progress in the CEO’s report

and a quarterly ESG update from the Head of Asset Management and ESG

• The Audit Committee reviewed progress against ESG targets and reported

to the Board

• The Board was provided with an update on ESG performance and progress

and a net zero audit process update at a separate Board session in December

ESG

Governance

• The Committee Chairs reported on key matters discussed at the Board Committees

• The Company Secretary reported on key governance developments and on work

carried out to update and review the Group’s governance policies and procedures

• The Board updated the Board’s Schedule of Matters and reviewed and

updated the terms of reference of the Board Committees where necessary

ESG

Key

Link to business model and strategic objectives

Strategic pillars

Disciplined capital allocation

Leveraging our platform

Flexible Balance Sheet

ESG

Environmental, Social and Governance

113NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Conflicts of interest

The Company Secretary keeps a register of all Directors’ interests.

The register sets out details of situations where each Director’s

interest may conflict with those of the Company (situational

conflicts). The register is considered and reviewed at each Board

meeting so that the Board may consider and authorise any new

situational conflicts identified. At the beginning of each Board

meeting, the Chair reminds the Directors of their duties under

sections 175, 177 and 182 of the Companies Act 2006 which relate

tothe disclosure of any conflicts of interest prior to any matter

thatmay be discussed by the Board.

Director concerns

Directors have the right to raise concerns at Board meetings and

canask for those concerns to be recorded in the Board minutes.

The Group has also established a procedure which enables

Directors, in relevant circumstances, to obtain independent

professional advice at the Company’s expense.

Board time commitments

All Directors pre-clear any proposed appointments to listed

company boards with the Board prior to committing to them.

The Non-Executive Directors are required, by their letters of

appointment, to devote as much of their time, attention, ability and

skills as are reasonably required for the performance of their duties.

This is anticipated as a minimum of one day a month, and for the

Chair, a minimum of two to three days. The Nomination Committee

annually reviews the time commitments to ensure that all Board

members continue to be able to devote sufficient time and attention to

the Company’s business. Whilst a number of the Board have other

non-executive directorships and commitments, the Nomination

Committee remains satisfied that all of the Directors spend

considerably more than this amount of time on Board and

Committee activity.

The other listed company directorships of the NewRiver REIT

plcDirectors are set out on pages 108 to 109. The Board and

Committee attendance record of each of the Directors during

FY24 is set out on page 116 of this report.

114 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Corporate Governance continued

Division of responsibilities

There is a clear division of responsibilities between the Chair, CEO and other members of the Board, as follows:

Role Responsibilities

Chair

Lynn Fordham

Lynn’s role is to lead the Board and ensure that it operates effectively.

Her responsibilities include:

• chairing the Board and general meetings of the Company and the Nomination Committee;

• setting clear expectations concerning the Company’s culture, values and behaviour;

• ensuring effective engagement with shareholders, the workforce, customers and other key

stakeholders and ensuring that the Board listens to their views;

• setting the agenda, style and tone of Board meetings to ensure that all matters are given

dueconsideration;

• maintaining a culture of mutual respect, openness, debate and constructive challenge in the

Board room;

• ensuring the Board’s effectiveness and that it receives timely, accurate and clear information;

• ensuring each new Director receives a full, formal and tailored induction on joining the Board;

• reviewing and agreeing training and development for the Board; and

• ensuring that the performances of the Board, its Committees and individual Directors are evaluated

once a year and act on the results of the evaluation.

Chief Executive Officer

Allan Lockhart

Allan’s responsibilities include:

• managing the business of the Group;

• recommending the Group’s strategy to the Board;

• ESG strategy;

• implementing the strategy agreed by the Board; and

• management of the Group’s property portfolio, including developments.

Chief Financial Officer

Will Hobman

Will’s responsibilities include:

• implementing the Group’s financial strategy, including balance sheet capitalisation;

• overseeing financial reporting and internal controls; and

• supporting the CEO in the delivery of the Group’s strategy and financial performance.

Senior Independent

Non-Executive Director

and Non-Executive

Director Responsible

for Staff Engagement

Alastair Miller

Alastair’s responsibilities include:

• acting as a sounding board for the Chair;

• evaluating the Chair’s performance as part of the Board’s evaluation process;

• serving as an intermediary for the other Directors when necessary;

• being available to shareholders should an occasion occur when there was a need to convey concern

to the Board other than through the Chair or the Chief Executive; and

• ensuring that the Board successfully engages with our workforce.

Independent Non-

Executive Directors

Non-Executive Directors Alastair Miller, Charlie Parker, Colin Rutherford and Karen Miller bring independent

judgement, knowledge and varied commercial experience to the meetings and in their oversight of the

Group’s strategy. Alastair and Colin chair the Remuneration and Audit Committees respectively.

Balance between Independent Non-Executive

and Executive Directors

The Board comprises four independent Non-Executive Directors

(excluding the Chair) and two Executive Directors. The Nomination

Committee is of the opinion that the Non-Executive Directors remain

independent, in line with the definition set out in the Code and are

free from any relationship or circumstances that could affect, or appear

to affect, their independent judgement. The Chair was independent

on appointment and the Board still considers her to be independent.

All Directors are subject to re-election at the AGM each year.

Company Secretary

All Directors have access to the advice and services of the

Company Secretary. The appointment of the Company Secretary

is a matter for the Board.

Executive Committee (ExCo)

The purpose of ExCo is to assist the CEO in the performance of his

duties within the bands of the Committee’s authority, including:

• the development and implementation of strategy, operational

plans, policies, procedures and budgets;

• the monitoring of operating and financial performance;

• the assessment and control of risk;

• development and implementation of the ESG strategy;

• the prioritisation and allocation of resources; and

• monitoring competitive forces in each area of competition.

115NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Attendance

Each of the Directors has committed to attend all scheduled Board and relevant Committee meetings and has also committed to make every

effort to attend ad hoc meetings, either in person or by telephone/video call. Board papers are circulated to Directors in advance of the

meetings via an electronic board portal. This allows for an efficient and secure circulation of Board papers; if a Director cannot attend a

meeting, he or she is able to consider the papers in advance of the meeting as usual and will have the opportunity to discuss them with the

Chair or Chief Executive and to provide comments. The Non-Executive Directors meet without the Executive Directors and the Chair present

at least once a year.

Attendance at regular scheduled Board meetings and the Board Committees is shown below:

Board Members Board Attendance

Audit Committee

Attendance

Remuneration

Committee Attendance

Nomination Committee

Attendance

Margaret Ford

: Chair 8/8 – 3/4 4/4

Lynn Fordham

: Chair 1/1 – – 0/0

Executive Directors

Allan Lockhart 8/8 – – –

Will Hobman 8/8 – – –

Non-Executive Directors

Alastair Miller 8/8 6/6 4/4 4/4

Charlie Parker 8/8 6/6 4/4 3/4

Colin Rutherford 8/8 6/6 3/4 3/4

Dr Karen Miller 8/8 6/6 4/4 4/4

1. Margaret Ford stepped down from the Board on 30 May 2024

2. Lynn Fordham was appointed to the Board on 21 March 2024

Board

Audit Committee

Senior Leadership Team (SLT) ESG Committee Wellbeing Committee

Nomination CommitteeRemuneration Committee

Responsible for leading the Group, establishing the Company purpose and values and setting the strategy and monitoring

its progress. It sets policies and monitors performance.

Executive Committee (“ExCo”)

Assists the Chief Executive with the development and implementation of the Group Strategy, the management of the

business and the discharge of its responsibilities delegated by the Board.

Reviews and monitors the Group’s

risk management processes.

Monitors the integrity of the

half-year and annual financial

statements before submission

to the Board.

Monitors the effectiveness of

theaudit process.

Senior members of the business

below ExCo level tasked with

assisting ExCo with the progress of

the Group strategy.

Led by Emma Mackenzie, Head of

Asset Management and ESG, the

ESG Committee ensures the

appropriate resources are mobilised

so the key ESG programme

milestones are achieved.

Originally set up during lockdown

restrictions to focus on staff

wellbeing, the committee has

evolved its brief to provide a

collective employee voice and to

focus on diversity and inclusion.

Reviews the succession planning

requirements of the Group and

operates a formal, rigorous and

transparent procedure for the

appointment of new Directors

to the Board.

Implements the Remuneration

Policy of the Group which is to

ensure that Directors and senior

management are rewarded in a

way that attracts, retains and

motivates them and aligns the

interests of both shareholders

and management.

Supporting Committees

116 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Corporate Governance continued

Composition, succession and evaluation

Induction of new Directors

The Chair, Company Secretary and Chief Operating and People Officer

manage an induction process to ensure that new Directors are fully

briefed about the Company and its operations. The process usually

includes asset visits and meetings with members of the senior

management team and other staff, as well as specific briefings with

regard to their legal and regulatory obligations as a Director. A full

induction programme has commenced for Lynn Fordham and further

details will be provided in our next Annual Report.

Annual General Meeting (“AGM”)

The AGM is the annual opportunity for all shareholders to meet with

the Directors and to discuss with them the Company’s business and

strategy. Shareholders are therefore welcome to attend in person at

the 2024 AGM and, recognising that some shareholders may still

not feel comfortable attending in person, we provide a facility for

shareholders to submit questions ahead of the AGM via email.

The 2024 AGM is planned to be held on 5 August 2024.

The notice of AGM is posted to all shareholders at least 20 working

days before the meeting. Separate resolutions are proposed on all

substantive issues and voting is conducted by a poll. The Board

believes this method of voting is more democratic than voting via

a show of hands since all shares voted at the meeting, including

proxy votes submitted in advance of the meeting, are counted.

In line with our sustainability commitment, we do not issue hard

copy forms of proxy in the post. Instead, we ask shareholders to

appoint a proxy online via the Registrar’s portal.

For each resolution, shareholders will have the opportunity to

votefor or against or to withhold their vote. Following the meeting,

theresults of votes lodged are announced to the London Stock

Exchange and displayed on the Company’s website.

Anti-corruption and anti-bribery

We are committed to the highest legal and ethical standards in

every aspect of our business. It is our policy to conduct business

ina fair, honest and open way, without the use of bribery or corrupt

practices to obtain an unfair advantage. We provide clear guidance

for suppliers and employees, including policies on anti-corruption

and anti-bribery, anti-fraud and a code of conduct. All employees

have received updates and training on these issues during the year.

Human rights and Modern Slavery

Being mindful of human rights, the Company has a Modern Slavery

policy to ensure that all of its suppliers are acting responsibly and

are aware of the risks of slavery, human trafficking and child labour

within their own organisation and supply chain. The Modern Slavery

statement is updated and published each year. All suppliers are

required to agree to our Modern Slavery policy requirements

beforebeing accepted as suppliers to the business.

Board effectiveness review

In order to evaluate its own effectiveness, the Board undertakes

annual effectiveness reviews using a combination of externally

facilitated and internally run evaluations usually over a three-year

cycle. Thecycle of the Board evaluations is summarised as follows:

Year 1 (FY21)

Externally facilitated Board evaluation using interviews

facilitated by Ceradas Limited, a board effectiveness

consultancy with no other connections to the Company.

Year 2 (FY22)

Follow up on actions prepared in response to the Year 1

evaluation, using internally facilitated questionnaires

reviewed by the external board evaluator, Ceradas Limited.

Year 3 (FY23)

Continued follow up on actions arising from the previous

two years using internally facilitated questionnaires.

Year 4 (FY24)

Although the Company is not part of the FTSE 350 and

therefore not required to carry out external evaluations

every three years, the Company generally does use an

external evaluator at least once every three years. This

year, however, due to the search for a new Chair, it was

agreed that internal questionnaires would be used again

with a view to carrying out a full external Board

effectiveness assessment in FY25 when the new

Chairwas onboarded and had been in post for a

number of months.

117NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

During FY23, internally facilitated questionnaires were distributed and

completed by the Directors on an anonymous basis. All Directors

completed the questionnaires and there were high levels

ofsatisfaction in most of the key areas of Board activity.

The following recommendations were made:

Recommendations

• There was scope for engaging further with the

seniormanagement and inviting them to some

furtherBoard meetings

• There was scope for improving the Board’s

understanding of the succession plans for the senior

management team and the talent pipeline below

seniormanagement

• The Board and senior management succession

planning remains a key focus and a potential

opportunity to address diversity

Progress

• The Board has initiated a practice whereby the asset

manager involved on specific assets presents to the

Board, rather than just hearing the report on the asset

from the CEO. This gives the Board the opportunity to

hear from the asset managers directly and for the asset

managers to have exposure to the Board

• Senior management are also invited to the Board to

present more frequently

• The Board and Nomination Committee have focused

heavily on succession planning this year with the

changes in Chair

FY24 process

For FY24, a follow-up questionnaire based on the actions identified

in FY23 and the development of the strategy in FY24, was internally

distributed and completed by the Directors. We will report on the

outcomes of this review in next year’s Annual Report and on the

progress made during the year.

118 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Corporate Governance continued

Ensuring balanced skills

Nomination Committee report

Dear Shareholders

I am pleased to present the Nomination Committee Report

for 2024. Monitoring the balance of skills on the Board to

match our strategy and succession planning has

continued to be the key focus for the Committee this year.

During the year, Margaret Ford informed the Board of her

intention to step down from the Board by the 2024 AGM.

Since then the focus of the Committee was to seek a

replacement Chair. This process was led by the

Company’s Senior Independent Director, Alastair Miller,

and further details of the process are contained within

this report.

The Committee’s focus for FY25 will be the continued

succession planning and diversity priorities.

Lynn Fordham

Chair

20 June 2024

Nomination Committee membership

Our Committee consists of four Independent Non-Executive

Directors and the Chair of the Board.

(biographies are available on pages 108 and 109).

• Lynn Fordham: Committee Chair (Appointed 21 March 2024)

• Alastair Miller

• Colin Rutherford

• Charlie Parker

• Karen Miller

Nomination Committee responsibilities

• Regularly review the structure, size and composition of the Board

and its Committees

• Review the leadership and succession needs at Board and

Executive Committee level

• Identify and nominate for approval candidates to fill Board vacancies

• Evaluate the Board’s diversity and balance of skills

• Evaluate the performance of the Board

• Review the time needed to fulfil the roles of Chair, Senior

Independent Director and Non-Executive Directors

How the Committee operates

• The Committee meets at least twice a year. During the year the full

Committee met four times. A Sub-Committee of the Nomination

Committee, which excluded the incumbent Chair, led the search

for a new Chair and met 15 times during the process

• Only Committee members attend meetings but we also invite

theChief Executive Officer and the Chief Operating and People

Officer to assist with succession discussions and to brief the

Committee on the views of the executive management

• The Committee has formal Terms of Reference and reviews these

annually. Copies can be found on our website at www.nrr.co.uk

FY24 Nomination Committee activity

June

2023

• Succession planning discussions

• Approval of Nomination Committee Report in

Annual Report

Nov

2023

• Succession planning

• Board evaluation review – report actions

andoutcome

Feb

2024

• Annual review of external directorships and time

• commitments required from Non-Executive

Directors prior to re-election

• Terms of Reference review

• Update on Chair succession process

March

2024

• Consider the Sub-Committee recommendations

for appointment of Chair and recommendations

to the Board

119NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

The Committee regularly reviews the balance of skills on the Board to ensure that they match the Company’s strategy.

Board skills matrix Executive Directors Non-Executive Directors

Allan Lockhart Will Hobman Lynn Fordham Alastair Miller Dr Karen Miller Charlie Parker Colin Rutherford

Property asset management ✓ ✓ ✓ ✓

Regeneration and development ✓ ✓ ✓ ✓ ✓

Financial and banking ✓ ✓ ✓ ✓ ✓

Environmental ✓ ✓ ✓ ✓

Social and Governance ✓ ✓ ✓ ✓ ✓ ✓ ✓

Capital allocation and cost efficiency ✓ ✓ ✓ ✓ ✓ ✓

Capital partnerships ✓ ✓ ✓ ✓

Commercial leadership ✓ ✓ ✓ ✓ ✓ ✓

Mergers and acquisitions ✓ ✓ ✓ ✓

Public sector partnerships ✓ ✓ ✓

Workforce well-being ✓ ✓ ✓ ✓ ✓ ✓

Succession planning and recruitment process

for a new Chair

The Committee considers succession planning a key element of

itsremit. It recognises the importance of creating robust succession

plans for both the Board and executive management so that they

can fulfil the Company’s long-term strategy.

The Committee acknowledges that succession plans should

beregularly reviewed to enable employees and Board members

tomaintain the skills and experience necessary to ensure the

continuing success and good governance of the Company.

The need to focus on succession planning continued in FY24

with the requirement to seek a replacement Chair for FY25.

A Sub-Committee of the Nomination Committee, excluding the

incumbent Chair, was formed to embark on the search for a new

Chair. A number of executive search agencies were contacted to

present their terms and approach to the search. Various meetings

were then held with the chosen firm to establish the skill balance

already present on the Board and the skills required for a new

Chair. A long list of potential candidates was considered and this

was eventually reduced to a short list. The short list was initially

interviewed by the Nomination Sub-Committee and then shortened

further. The CEO met the potential candidates on the shorter list.

Following further meetings with the candidates, the Nomination

Committee made recommendations on their preferred candidate

to the Board. Lynn Fordham was appointed by the Board as

Non-Executive Director and Chair-Designate on 21 March 2024.

Composition of the

Board at the date of

the Annual Report

Chair

Executive Directors

Non-Executive Directors

(Independent)

Length of Directors’

tenure at the date of

the Annual Report

Less than three years

Three to six years

Six to ten years

Independence and time commitment

The Nomination Committee is of the opinion that the Non-Executive

Directors remain independent, in line with the definition set out in

the 2018 Code, and are free from any relationshipor circumstances

that could affect, or appear to affect, their independent judgement.

The new Chair was independent on appointment. The balance of

Directors (excluding theChair) is two Executive Directors and four

independent Non-Executive Directors. The Committee regularly

reviews the time commitments of the Non-Executive Directors

andnone are considered overboarded.

120 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Nomination Committee report continued

Board and Company diversity

Company policy

As a Company, we are committed to a culture of diversity

andinclusion in which everyone is given equal opportunities

toprogress regardless of gender, race, ethnic origin, nationality,

age, religion, sexual orientation or disability. When recruiting,

theCompany has always considered all aspects of diversity during

the process. The Company is very mindful of the need to strive to

create as diverse a Company as possible, and to create as many

opportunities as possible for nurturing emerging female talent.

The Company always ensures there is a selection of candidates

who have a good balance of skills, knowledge and experience.

The Committee places particular value on experience of operating

in a listed company, experience of the real estate and retail sectors,

and financial or real estate training. The Company aims to recruit

the best candidates on the basis of their merit and ability.

Board policy

The Board Diversity Policy is set out below and sets out the

approach to diversity on the Board. Its purpose is to ensure an

inclusive and diverse membership of the Board and its Committees,

resulting in optimal decision-making and assisting in the development

ofa strategy which promotes the success of the Company for the

benefit of its members as a whole, having regard to the interests

ofother stakeholders. The Policy applies to the Board and Board

Committees, but sits alongside the Group’s Equal Opportunities

Policy, and other associated Group policies that set out our broader

commitment to diversity and inclusion.

The Board acknowledges the benefits of greater diversity,

includinggender diversity and remains committed to ensuring

thatthe Company’s Directors bring a wide range of skills,

knowledge, experience, backgrounds and perspectives. The Board

supports therecommendations of the Davies Review (Women on

Boards), theHampton-Alexander Review and the Parker Review and

intends to consider the recommendations when contemplating future

appointments to the Board.

Policy objectives:

The Board aspires to maintain a balance such that:

• At least two members of the Board are female, with a long-term

aspiration to achieve no less than 40% female representation

onthe Board; and

• In the longer term, at least one Director will be from a non-white

ethnic minority background

while recognising that:

• This balance may not be achieved until further Directors are

replaced at the end of their tenure;

• On an ongoing basis, periods of change in Board composition may

result in temporary periods when this balance is not achieved;

• All appointments must continue to be made on merit; and

• New appointees embody the culture and values of the Group.

Diversity (including gender and ethnicity) will be taken into

consideration when evaluating the skills, knowledge and

experience desirable to strengthen the Board and when making

appointments. The Board supports and monitors management’s

actions to increase the proportion of senior leadership roles held

bywomen, people from ethnic minority backgrounds and other

under-represented groups across the Company in support of the

Hampton-Alexander Review and Parker Review recommendations.

Female Male

Gender balance at the year end

Board*

71%

29%

Board*

71%

29%

Executive Committee

60%

40%

Executive Committee

60%

40%

Direct Reports of

Executive Committee

55%45%

* As at 31 March 2024 the Board consisted of a Board Chair and a Chair Designate (both female). Given this is a temporary arrangement with the Chair Designate replacing the Chair in due

course, we have eliminated one of these from the numbers.

Female Male

Board 2 29% 5 71%

Executive Committee 2 40% 3 60%

Direct Reports of Executive Committee 11 55% 9 45%

Group 24 50% 24 50%

121NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Board Diversity Data

As at 31 March 2024 the Company had not met all of targets of the listing rules diversity and inclusion guidelines as follows:

Listing rule requirement Detail

At least 40% of the board are women The Board comprises two female Directors and five male Directors, equivalent

to 29% female representation. The Board’s policy is to ensure that at least two

members of the Board are female and that the Board has a long-term aspiration

toachieve no less than 40% female representation on the Board. As the Board

has only seven Directors, Board vacancies are not frequent. Themost recent

Board appointment was female but this has not increased the female

representation as the incoming female replaced an exiting female.

At least one of the senior board positions (Chair, Chief

Executive Officer (CEO), Senior Independent Director

(SID) or Chief Financial Officer (CFO)) is a woman.

The Chair of the Board is female.

At least one member of the board is from a minority

ethnic background (which is defined by reference to

categories recommended by the Office for National

Statistics (ONS)) excluding those listed, by the ONS,

ascoming from a white ethnic background.

There are currently no Board members that are from a non-white ethnic

background. As is the case with female representation, with a small Board

witha low turnover of Directors, the targets set by the listing rules will take

timeto achieve. The Board aspires that in longer term, at least one Director

willbe from a non-white ethnic minority background.

Number of

Board members

Percentage of

the Board

Number of senior

positions on the Board

(CEO, CFO, SID, Chair)

Number in

executive

management

Percentage of

executive

management

Men 5 71% 3 3 60%

Women 2 29% 1 2 40%

Not specified/prefer not to say – – – – –

Number of

Board members

Percentage of

the Board

Number of senior

positions on the Board

(CEO, CFO, SID, Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White

(including minority/ white groups) 7 100% 4 5 100%

Mixed/Multiple ethnic groups – – – – –

Asian/Asian British

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab

Not specified/prefer not to say – – – – –

* As at 31 March 2024 the Board consisted of a Board Chair and a Chair Designate (both female). Given this is a temporary arrangement with the Chair Designate replacing the Chair in due

course, we have eliminated one of these from the numbers.

122 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Nomination Committee report continued

Audit, risk and internal control

Audit Committee membership

Our Committee consists of four Independent Non-Executive Directors:

(biographies are available on pages 108 and 109)

• Colin Rutherford: Committee Chair

• Alastair Miller

• Charlie Parker

• Karen Miller

Audit Committee responsibilities

• Oversight of the Group’s relationship with its external auditors,

including their remuneration

• Oversee the tender process for the external auditor

• Monitoring the integrity of the half-year and annual financial

statements before submission to the Board

• Discussing any issues arising from the half-year review and

year-end audit of the Group

• Reviewing significant financial reporting matters and judgements

• Reviewing the effectiveness of the Group’s system of internal controls

• Reviewing the Group’s whistleblowing procedures and reports

to the Board

• Reviewing and monitoring the Group’s risk management processes

• Conducting an annual review of the need to establish an internal

audit function

• Oversight of third-party internal audit workstreams

• Monitoring and annually reviewing the auditor’s independence,

objectivity and effectiveness of the audit process

• Reviewing the Company’s ESG progress

How the Committee operates

• Each Committee member is independent and has broad

commercial experience

• Colin Rutherford is a CA with significant, recent and relevant

financial experience and was previously the Chairman of the

Audit Committee of Mitchells & Butlers plc

• Alastair Miller is a CA and was previously the Chief Financial

Officer of New Look Group and has significant, recent and

relevant financial experience

• The Committee as a whole has competence relevant to the sector

• During the year the Audit Committee held six meetings

• Attendance at the meetings is set out in the Corporate

Governance Report on page 116

• The Chief Financial Officer and the Group’s external auditors

are invited to attend the Committee meetings

Dear Shareholders

I am pleased to present the Audit Committee Report

for2024. The Report provides an outline of the activities

carried out by the Committee in accordance with its

Termsof Reference as it supports the Board and the

Company’s governance structure and activities.

During the year, the Committee has continued to

invitecertain third parties to carry out further reviews

ofoursystems and procedures as part of our continued

programme of internal audit reviews. BDO carried out

areview of the design and effectiveness of the key

controls to manage cash collection and bank accounts

within the Group in FY22. They were then invited back

inFY23 to assess the systems put in place to address

thefour low-to-medium risk recommendations for

improvement made at their previous review. In FY24

BDOwere invited to test the key controls in place for

managing cash and cash-related month-end close

processes of the property managers. Further details

ofthese reviews are contained within the report.

In addition to the Committee’s regular programme of

work, the main focus of the Committee for the year was to

conduct an audit tender and recommend a preferred firm to

the Board. The Board has recommended the appointment of

Mazars to replace PricewaterhouseCoopers LLP as the

Company’s auditor for the shareholders to vote upon at

the Annual General Meeting in August 2024. The

Committee would like to thank PricewaterhouseCoopers

LLP for their services as auditors since 2019.

Our regular programme of meetings and discussions,

supported by our interactions with the Company’s

management, external auditors and property valuers

andthe quality of the reports and information provided

tous, enables the Committee members to effectively

discharge our duties and responsibilities.

Colin Rutherford

Audit Committee Chair

20 June 2024

123NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Relationship with the auditors

The Committee has primary responsibility for managing the

relationship with the external auditors, including assessing their

performance, effectiveness and independence annually and

recommending to the Board their reappointment or removal.

PricewaterhouseCoopers LLP (PwC) were appointed as the

Group’s external auditors in 2019. The Committee keeps under

review the need for future tenders in accordance with current

regulations and subject to the annual assessment of the auditor’s

effectiveness and independence. During the year, mindful of the

Company’s size and fee requirements, the Committee commenced

an audit tender process. Further details of this process are set out

later in this report.

Chris Burns was the PwC lead audit partner and rotated off the audit

during FY24. RobertWilkinson replaced him as lead audit partner

during FY24 having spent time shadowing Chris Burns during the

half-year review.

During the year, the members of the Committee met twice with

representatives from PwC without management present, to ensure

that there are no issues in the relationship between management

and the external auditors which it should address. There were none.

External auditor

The Committee considers the nature, scope and results of the

external auditors’ work and reviews, develops and implements

apolicy on the supply of any non-audit services that are to be

provided by the external auditors. It receives and reviews reports

fromthe Group’s external auditors relating to the Group’s

AnnualReport and Accounts and the external audit process.

In respect of the audit for the financial year ended 31 March 2024,

PwCpresented their Audit plan (prepared in consultation with

management) to the Committee. The Audit plan included an

assessment of audit risks, audit scope, independence, the terms

ofengagement, fees and robust testing procedures. The Committee

approved the implementation of the plan following discussions

withboth PwC and management.

Audit and non-audit fees

Audit fees for the financial year ended 31 March 2024 were £534k.

The Company has a non-audit services policy in place which limits

PwC to working on the audit or such other matters where their

expertise as the Company’s auditor makes them the logical choice

for the work. This is to preserve their independence and objectivity.

The Company paid £97k in non-audit fees to PwC for the financial

year ended 31 March 2024. The non-audit fees relate solely to

PwC’s review of the interim results for the six months to

30 September 2023.

Effectiveness and independence

The Chair of the Committee speaks regularly to the external audit

partner to ascertain if there are any concerns, to discuss the audit

reports and to ensure that the external auditors have received the

support and information requested from management.

In accordance with the guidance set out in the Financial Reporting

Council’s ‘Practice aid for audit committees’, the assessment of the

external audit has not been a separate compliance exercise, or an

annual one-off exercise, but rather it has formed an integral part of

the Committee’s activities. This has allowed the Audit Committee to

form its own view on audit quality and on the effectiveness of the

external audit process, based on the evidence it has obtained

throughout the year.

FY24 Audit Committee activity

May

2023

• External Auditors’ Report to the Committee

• Internal Controls Review

• Review BDO FY24 internal controls audit proposal

• Gifts and Hospitality register

• Going Concern assessment

• Viability statement assessment

• Risk Review and Principal Risks

• Preliminary results

• Fair, Balanced and Understandable review

• Review Annual Report for recommendation to

the Board

• Draft Audit Committee Report in Annual Report

• Meeting with External Auditors without

management present

• Re-appointment of External Auditors

recommendation.

Sept

2023

• External Auditor’s half year review plan

• BDO internal Audit Report on Bank and Cash Controls

• Review Committee Programme

Nov

2023

• Meeting with the Property Valuers

Nov

2023

• Going Concern Review - report actions and outcome

• External Auditor’s Plan

• External Auditor HY Report to the Committee

• Review of Principal Risks

• Half-year results

• Gifts and Hospitality Register

• Meeting with External Auditors without

management present

Feb

2024

• External Auditor Audit Plan update

• Risk Review

• Consider requirement for an internal audit function

• Review Whistleblowing

• Consider Audit tender process and update

• Annual Review of Terms of Reference

• Gifts and Hospitality Register

May

2024

• Meeting with the Property Valuers

124 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Audit Committee report continued

Sources of evidence obtained and observations during the year:

By referring to the FRC’s Practice

aid on audit quality.

The Committee has looked to this practice aid for guidance and has ensured that assessment

ofthe external audit is a continuing and integral part of the Committee’s activities.

Observations of, and interactions

with, the external auditors.

The Committee has met with the external audit partner without management at least twice during

the year and has noted that PwC were performing well and the working relationship was good.

The audit plan, the audit findings

and the external auditors’ report.

The Committee scrutinises these documents and reviews them carefully at meetings and

bydoing so has been able to assess the external auditors’ ability to explain in clear terms

what work they performed in key areas and also assess whether the description used is

consistent with what they communicated to the Committee at the audit planning stage.

The Committee has also regularly challenged these reports in the meetings.

Input from those subject

totheexternal audit.

The Committee has requested the insights from the Chief Financial Officer and the Finance

team during the external audit process.

Having regard to these matters the Committee has considered the effectiveness of the external audit process and feels that the external

auditors demonstrated professional scepticism and challenged management’s assumptions where necessary.

External audit tender

PwC were first appointed as external auditors in 2019 for the

financial year ended 31 March 2020. As the five-year anniversary of

their appointment approached, planning for a competitive tender

process was put in place, led by the Audit Committee Chair.

The Committee’s objective was to ensure a fair and transparent

tender process and to appoint the audit firm that would provide the

highest-quality audit in the most effective and cost-efficient manner.

Timing wise, to ensure that there would be a shadowing opportunity

through the External Audit for the FY24 year end, the Committee

aimed to make a recommendation to the Board in early 2024.

Planning and preparation

As part of the planning of the tender process, the Committee

followedthe current FRC guidance on audit tenders and considered

therelevant sections of the draft ‘Minimum Standards for Audit

Committees’ published by the FRC in November 2022. In selecting

along list of firms to be considered to invite to tender the Committee’s

selection considerations included:

1. Independence criteria

2. Audit capability and competence

3. Audit Quality Review performance

4. Real estate experience and breadth of subject matter experts

5. Capacity to provide a robust Audit Tender process

Tender process

Commencement

• Selected firms to involve in the tender

(high-quality mid-tier)

• Considered audit team resourcing and

structure and biographies of team.

Process

• Proposals received

• Meetings with firms

• Follow up meetings

• Formal pitches.

Decision making

• The Committee considered the pitches from

firms and the representations from the

finance team

• Decision making and recommendations

to the Board.

125NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Risk management and internal controls

Internal control structure

The Board oversees the Group’s risk management and internal

controls and determines the Group’s risk appetite. The Board

has,however, delegated responsibility for review of the risk

management methodology and the effectiveness of internal

controls to the Audit Committee.

The Group’s system of internal controls includes financial,

operational and compliance controls and risk management.

Policies and procedures, including clearly defined levels of

delegated authority, have been communicated throughout the

Group. Internal controls have been implemented in respect of the

key operational and financial processes of the business. These

policies are designed to ensure the accuracy and reliability of

financial reporting and govern the preparation of the Financial

Statements. During the year, a number of follow-up internal audit

reviews have been commissioned to provide the Committee with

additional comfort that the Group’s system of internal controls

remains fit for purpose and robust.

The Board is ultimately responsible for the Group’s system of internal

controls and risk management and discharges its duties in this area by:

• holding regular Board meetings to consider the matters reserved

for its consideration;

• receiving regular management reports which provide an

assessment of key risks and controls;

• scheduling regular Board reviews of strategy including reviews

of the material risks and uncertainties (including emerging risks)

facing the business;

• having access to all ExCo meeting materials on the Board portal

including minutes of the ExCo;

• ensuring there is a clear organisational structure with defined

responsibilities and levels of authority;

• ensuring there are documented policies and procedures in place

and reviewing these policies and procedures regularly;

• reviewing regular reports containing detailed information

regarding financial performance, rolling forecasts, actual and

forecast covenant compliance, cashflows and financial and

non-financial KPIs; and

• visiting the assets to provide context to the reports received.

The process by which the Audit Committee has monitored and

reviewed the effectiveness of the system of internal controls and

risk management during the year has included:

• ongoing analysis and review of the Group’s risk register;

• overseeing further ‘deep-dive’ discussions of the Group’s risk

• further ‘deep-dive’ audits on specific risks; this year it was

cyber-security and cash and banking controls;

• reviewing the assessment of key risks, the process of reporting

these risks and associated mitigating controls, with particular

emphasis on emerging risks; and

• updates from the ExCo’s quarterly detailed assessment of the

risk register.

The effectiveness of the Company’s risk management and internal

control systems is reviewed annually and was last reviewed by the

Committee in May 2024. The review concluded that:

• the systems established by management to identify, assess

andmanage risks, including emerging risks are effective; and

• the assurance on risk management and internal control is

sufficient to enable the Committee and Board to satisfy

themselves that they are operating effectively.

The Committee is satisfied that the risk management framework

iseffective and did not identify any failing in the control systems.

Further details of the Company’s risk management process,

together with the principal risks, can be found in the Principal

Risksand Uncertainties section.

Key judgements and estimates

The Committee reviewed the external reporting of the Group including the interim review, quarterly announcements and the Annual Report.

Inassessing the Annual Report, the Committee considered the key judgements and estimates. The significant issue considered by the Committee

inrespect of the year ended 31 March 2024, which contained a significant degree of estimation uncertainty, is set out in the table below.

Significant issue How the issue was addressed

Valuation of properties

Changes in key estimates can have a

significant impact on the valuation of

properties. The Group has a property

portfolio recognised on its Consolidated

Balance Sheet valued by external valuers

at £533.8million at 31 March 2024

(excluding RoU assets).

The Committee and management met with Colliers, Knight Frank and Kroll (the Group’s

external valuers) on several occasions to discuss the valuation of the assets and understand the

process that was followed, the key estimates used and to ensure a robust and independent

valuation had taken place.

The meetings were productive and management and the Committee have confirmed that

they continue to adopt the valuations as being the fair valuation of the properties as at the

reporting date.

In addition, the external auditors have performed additional audit procedures over the

valuer judgements and estimates, and presented challenges to the valuers, which were

reported to anddiscussed with the Committee.

126 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Audit Committee report continued

Internal audit function

The Group does not have an internal audit team. The need for this

is reviewed annually by the Committee. Due to the relative lack of

complexity and the outsourcing of the majority of the day-to-day

operational functions, the Committee continues to be satisfied that

there is no requirement for such an in-house team. The Committee

does however look to third parties to provide an internal audit

review function. This year the Committee commissioned the

following follow-up internal audit reviews:

Cash Controls of Property Agents

As part of an internal audit plan BDO have, over the past two

years,been requested to review the design and effectiveness

ofkey controls to manage cash collection and bank accounts.

Having previously reviewed the key controls within the Group

formanagement of cash and bank accounts, during 2024 BDO

tested the key controls in place for managing cash and cash-related

month-end close processes of the property managers. BDO did not

note any issues within the operation of the managing agents’

controls. There were however different levels of materiality and

performance expected by the NRR team to those performed by

themanaging agents, so going forward monthly procedure reports

setting out NRR’s expectations of the managing agents have been

agreed and are being followed.

Whistleblowing Policy

The Committee conducts an annual review of the Group’s

Whistleblowing Policy to ensure it remains up to date and relevant

andreports its findings to the Board. Training on whistleblowing

isprovided to staff annually to capture new staff and to remind

existing staff of the procedures. The Committee provides feedback

tothe Board on the Whistleblowing Policy and procedures and

effectiveness of the policy at least every six months. There have

never been any concerns raised through the whistleblowing

process or through any other process to the Committee.

Other compliance policies

The Committee receives a copy and reviews in detail the Gifts and

Hospitality register quarterly.

Statement of compliance

The Company is not a constituent of the FTSE 350, however the

Company confirms on a voluntary basis that it has complied with

terms of The Statutory Audit Services for Large Companies Market

Investigation (Mandatory User of Competitive Tender Processes

and Audit Committee Responsibilities) Order 2014 (the “Order”)

throughout the year. In addition to requiring mandatory audit

re-tendering at least every 10 years for FTSE 350 companies, the

Order provides that only the Audit Committee, acting collectively or

through its Chair, and for and on behalf of the Board, is permitted:

• to the extent permissible in law and regulation, to negotiate and

agree the statutory audit fee and the scope of the statutory audit;

• to initiate and supervise a competitive tender process;

• to make recommendations to the Directors as to the auditor

appointment pursuant to a competitive tender process;

• to influence the appointment of the audit engagement partner; and

• to authorise an auditor to provide any non-audit services to the

Group, prior to the commencement of those non-audit services.

Viability statement and going concern

The Committee has reviewed the basis for the Company’s viability

statement that is drafted with reference to the financial forecasts

for the next three years. This period of assessment is aligned to

performance measurement and management remuneration and,

in the opinion of the Committee, this period of assessment strikes

the optimal balance of allowing the impact of strategic decisions

to be modelled while maintaining the accuracy of underlying

forecast inputs. The Committee places additional scrutiny on the

assumptions used in the forecasts to ensure they are appropriate.

TheCommittee provides advice to the Board on the viability statement.

The Committee ensured sufficient review was undertaken of the

adequacy of the financial arrangements, cash flow forecasts and

lender covenant compliance. The Committee further tested the

Group’s performance against its stated strategy and its future plans.

Accordingly, the Committee recommended to the Board that the

statement be approved.

The Committee further focused on the appropriateness of adopting

the going concern basis in preparing the Group’s financial statements

for the year ended 31 March 2024 and satisfied itself that the going

concern basis of presentation of the financial statements and the

related disclosure is appropriate.

127NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Fair, balanced and

understandable assessment

The Directors are required to confirm that they

consider, taken as a whole, that the Annual

Report is fair, balanced and understandable

and that it provides the information necessary

for shareholders to assess the Group’s

position and performance, business model

and strategy.

To ensure this is the case the following

process is in place:

Experienced team

A core experienced team is responsible for the co-ordination

of submissions, verification, review and consistency.

The narrative sections are drafted by the members of the team with specific

responsibility for each area, such as the Chair, the CEO, the CFO,

Sustainability Manager, Director of Communications and the Company Secretary.

Senior review

As narrative sections are prepared, they are circulated to

Board and ExCo members to review and comment.

Staff review

The draft Annual Report is given to other staff members not involved in the drafting

process to read and provide feedback on its fairness, balance and understandability.

Audit Committee oversight and review

The Committee reviews the Annual Report on behalf of the Board,

taking into account the comments made by the Board, reports from

management and reports issued by the external auditor and makes

recommendations to the Board.

Controls and confirmation

The Committee satisfies itself that the controls over the accuracy and

consistency of information presented in the Annual Report are robust and that

the information is presented fairly (including the calculations and use of

alternative performance measures).

The Committee confirms to the Board that the processes and controls

around the preparation of the Annual Report are appropriate, allowing

the Board to make the “fair, balanced and understandable” statement

in the Directors’ Responsibilities Statement.

128 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Audit Committee report continued

Remuneration Committee Report

Dear Shareholders

On behalf of the Board, I am pleased to present the

Remuneration Committee Report for the financial yearended

31 March 2024. In this statement I have summarised the link

between remuneration and performance and our decisions

on remuneration for FY24.

FY24 has been a successful year for NewRiver: whilst UK

real estate capital markets continue to be disrupted by

increased interest rates, we continue to outperform our

MSCI benchmark. Our consistently strong operational

performance is reflective of our portfolio positioning

andour balance sheet remains in great shape with

cashincreasing during the period. Our key focus is to deliver

attractive shareholder returns and we are well positioned to

deliver future earnings growth.

Implementation of the Policy in FY24

Our Remuneration Policy was approved by shareholders in July

2023 and implementation of this Policy during FY24 was as follows:

Base salary

As reported in the FY23 Remuneration Report, base salaries for

both the Executive Directors were increased by 3% for FY24.

The wider workforce received an average increase of 5%.

Annual bonus

The FY24 annual bonus was based on Total Return vs the IPD Index

(25%), Earnings yield (25%), LTV (5%), Total Accounting Return

(‘TAR’) (20%) and strategic objectives including ESG targets (25%).

Operational performance over the year was excellent, which was

reflected in the Total Return, Earnings Yield and LTV measures all

exceeding the stretch performance targets. There was also good

performance against the non-financial strategic targets. The only

aspect where we failed to achieve the target range was in relation

to TAR, where our performance, alongside that of the entire sector,

continued to be impacted by property devaluations. The resultant

bonus out-turn was 68% of maximum for Allan Lockhart and Will

Hobman. The Committee is comfortable that the formulaic bonus

outcome appropriately reflects the wider business performance of

the Company. 30% of the bonus will be deferred in shares for two

years.

Long-Term Incentive Plan

The FY21 LTIP Award vested in August 2023 with performance

assessed against relative TAR (50%) and relative Total Shareholder

Return (‘TSR’) (50%). The relative TAR target was assessed against

performance to 31 March 2023 and lapsed as the threshold hurdle

was not met. The relative TSR performance period ended in August

2023 and, as a result, the 2023 Remuneration Report provided an

indicative level of vesting based on performance to date. The TSR

element was tested again following the end of the performance

period and vested in full. As a result the final overall vesting of the

award was 50% of maximum.

The FY22 LTIP Awards are based on performance from 1 April 2021 to

31 March 2024. Performance was based on relative TAR (50%) and

Total Shareholder Return (50%). The TSR performance condition was

achieved in full and, accordingly, the 50% element based on TSR will

vest in full. Notwithstanding the strong performance over the period,

the relative TAR element did not meet the minimum hurdle and so

will lapse. As a result, the total vesting overall for this award is 50%

of maximum. The Committee considered wider business

performance over the three-year performance period and is

comfortable that the formulaic vesting outcome is appropriate.

The Committee is comfortable that actions taken on pay during

theyear across the Company were appropriate and balanced the

interests of all stakeholders, and that the Remuneration Policy

operated as intended.

129NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Other considerations during the year

Wider workforce engagement

During the year, the Committee had oversight of the reward

andcompensation packages that operate across the Company,

which are considered competitive. I am the appointed designated

Non-Executive Director who has the responsibility of ensuring that

the Board successfully engages with the workforce. As a result of

being a small team there is naturally proximity between the Board

and the workforce which makes it easier for the Board to engage

with staff directly. I attend staff forums to ensure that there is an

opportunity for staff to raise questions or concerns directly with

myself. An element of staff targets mirrors Executive Director

targets. We also use our appraisal process to explain and discuss

with employees how the policy for Executive Directors aligns with

the pay and conditions of the workforce. The operation of the

Remuneration Policy was not raised as a material issue during

the year. Therefore, no amendments were required to the

Remuneration Policy or its proposed implementation as a

resultofthis engagement.

Shareholder engagement

Ahead of the 2023 AGM, we engaged with our largest investors

to understand their views on our proposed new Policy and the

proposed implementation in FY24. Shareholders voted 99.11%

in favour for the Remuneration Policy and Remuneration Report

atthe 2023 AGM.

Change in Company Chair

As previously announced, Baroness Ford advised the Board that,

subject to completion of a search to appoint her successor and a

handover period, she would not seek re-election at this year’s AGM.

Lynn Fordham was appointed as Chair designate on 21 March 2024.

As Chair Designate, Lynn received a pro-rata fee based on the

annualised Chair rate of £164,800. Lynn became Board Chair on

30 May 2024, when Baroness Ford stepped down from the Board.

Implementation of the Policy in FY25

The implementation of the Remuneration Policy for FY25 is

outlinedon page 145. The Committee considered howremuneration

should be implemented for FY25. Part of thisprocesswas reviewing

current practice against both market andbest practice, wider

workforce remuneration and pay ratios. Theoutcome of the review

was that our current approach remains appropriate. The key

decisions made by the Committee in relation to FY25 include:

Base salary:

During the year the Committee has reviewed the salary increases

for the wider workforce and the Executive Directors and determined

that both the wider workforce and the base salary levels for

Executive Directors should be increased by 3%.

Pensions:

The Company contributes 4% of base salary for both Executive

Directors which is the rate applying to the workforce.

Annual Bonus:

Executive Directors will have the opportunity to earn a bonus up to

a normal maximum of 125% of salary. In line with FY24, the bonus

will be based on financial and corporate measures (75%) as well as

personal strategic objectives (25%). 30% of any bonus paid will be

deferred into shares for two years.

Long-term incentives:

Grant levels will be 100% of base salary. In line with FY24 grants,

performance will be assessed against relative TSR and relative

TARvs a peer group of UK REITs. During the year, the Committee

reviewed the weightings of the measures to ensure they align with

the strategic priorities of the business over the longer term. As a

result, the Committee increased the weighting on TSR from 50% to

60%. Awards must be held by Executive Directors for a further two

years after vesting.

Closing remarks

We believe that the operation of our Remuneration Policy

recognises the experience of shareholders, employees and other

stakeholders. Bonuses have been awarded to the wider team to

ensure alignment with the level of bonuses awarded tothe

Executive Directors.

We welcome feedback and if shareholders have any

questionsabout remuneration generally, or the contents of the

report, I can be contacted through our investor relations email

atinfo@nrr.co.uk.

My fellow Directors and I intend to attend the AGM and we would

be pleased to answer any questions you may have about the

Committee’s work.

Alastair Miller

Committee Chair

20 June 2024

130 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

Remuneration at a glance

Implementation of Policy in FY25

Base Salaries Allan Lockhart: £498,623

Will Hobman: £344,792

Benefits No change

Pension Allan Lockhart: 4% of salary

Will Hobman: 4% of salary

Annual Bonus Maximum opportunity

is 125% ofsalary

Performance conditions:

75% Corporate Targets

25% individual strategic objectives

30% deferred into shares for twoyears

Long-Term

Incentive Plan

Grant levels

at 100% of salary

Performance conditions:

Relative TSR (60%)

Relative TAR (40%)

Two-year post-vesting

holdingperiodapplies

Shareholding

requirements

200%

of salary

FY23FY24 FY23FY24

Allan Lockhart Will Hobman

Salary

Benefits

Pension

Annual Bonus

Long-term Incentive

Executive Pay in FY23/24

£0k

£300k

£600k

£900k

£1,200k

£1,500k

£1,238k

£1,276k

£764k

£754k

FY24 Annual Bonus Performance

100%

Corporate and financial measures (75% weighting)

Measure

Total return vs

IPD All Retail

LTV

Earnings yield

(FFO)

TAR Return

CorporateFinancial

Achievement (% of max)

100%

Director

Allan Lockhart

Will Hobman

Strategic

Achievement (% of max)

52%

Strategic measures (25% weighting)

FY22-24 Performance Share Plan

100%

50%

Measure

Relative TSR vs

Peer Group

Outcome

Relative Total

Accounting Return

vs Peer Group

PSP

Achievement (% of max)

Total bonus payout

68%

Director

Allan Lockhart

Will Hobman

Achievement (% of max)

131NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Summary Remuneration Policy

The Remuneration Policy was approved by shareholders at the 2023 Annual General Meeting on 26 July 2023. The full Remuneration Policy

can be found in the 2023 Annual Report which is available at www.nrr.co.uk.

Executive Directors

Element Purpose and

Link to Strategy

Operation Maximum Performance

Target

Fixed

Salary

Market competitive

remuneration base

reflecting role,

responsibilities,

skillsand experience.

Normally reviewed annually, effective1 April,

although salaries may be reviewed more

frequently or at different times of the

yearif the Committee determines this

isappropriate.

Salaries are set taking into account

theperformance of the individual, the

responsibilities and size of the role, salary

increases across the Group and market

data for peer companies.

Paid in cash monthly.

There is no prescribed maximum.

Increases will typically be dependent

on the results of an annual review in

the context of the average increase

for the wider work force, inflation

and market data.

Increases will not normally be above

the level implemented across the

wider workforce. Increases may be

above this level, for example if there

is an increase in the scale, scope or

responsibility of the role.

Not applicable.

Pension

To provide competitive

post-retirement benefits.

To assist with recruitment

and retention.

The Executive Directors may participate

in the Company’s defined contribution

plan or receive a cash supplement in lieu

of pension contributions.

A pension contribution is payable in

line with the pension available to the

workforce, currently 4% of salary.

Not applicable.

Benefits

To provide a

competitiveand

cost-effective

benefitspackage.

To assist with

recruitment

andretention.

The Company provides a range of

non-pensionable benefits to Executive

Directors which may include medical

insurance, life assurance, permanent

health insurance, holiday and sick pay.

Other benefits such as relocation

allowances may be offered if

consideredappropriate and

reasonableby the Committee.

Benefits are set at a level

whichthe Committee considers

appropriate when compared to

theCompany’s listed real estate

investment trusts peers.

There is no prescribed maximum.

Not applicable.

Variable

Bonus

To incentivise

performance in

thereporting year.

Targets are consistent

with the Group’s

long-term strategy.

The deferral of a

proportion of the

bonusin shares

alignsDirectors’

interests with those

ofshareholders and to

discourage short-term

decision making.

All measures and targets will be

reviewedand set annually by the

Committee at the beginning of the

financial year and levels of award are

determined by the Committee after the

year end based on achievement of

performance against the stipulated

measures and targets.

The Committee retains an overriding

discretion to adjust pay-outs from

formulaic performance condition

outcomes to ensure that overall bonus

payments reflect its view of corporate

performance during the year and are fair

toboth shareholders and participants.

30% of the bonus must be deferred into

shares for two years. Vesting of the

deferred shares will be subject to

continued employment.

The value of the bonus does not

contribute to the pensionable salary.

Clawback and malus provisions apply.

The maximum bonus is 125%

ofsalary.

On-target performance would

result in a bonus payment of 50%

of maximum bonus. Threshold

performance would result in

bonuspayment of up to 25%

ofmaximum bonus.

All measures and

targetsnormally relate

toa financial year of

theCompany and

arereviewed on an

annual basis.

At least 50% of

thebonus will be

subjecttofinancial

performanceconditions.

132 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

Executive Directors continued

Element Purpose and

Link to Strategy

Operation Maximum Performance

Target

Variable

Performance

Share Plan

To incentivise and

reward the delivery of

returns to shareholders

and sustained

long-term performance.

Aligns the Executive

Directors’ interests with

those of shareholders.

Rewards and helps

retain/ recruit

executives.

Discretionary grant of nil-cost options or

conditional awards of shares. Awards

normally vest three years from the date

of award.

Vesting of awards is subject to satisfaction

of performance targets normally measured

over a three-year period.

The Committee retains an overriding

discretion to adjust the vesting level

fromformulaic performance condition

outcomes to ensure that the overall level

of vesting reflects its view of corporate

performance over the performance

period and is fair to both shareholders

and participants.

A holding period of two years will apply

following vesting before participants are

entitled to sell their shares. Clawback and

malus provisions apply as described in the

notes to this table.

The maximum award level permitted

under the 2016 PSP plan rules and

this Policy is 200% of salary. The

normal annual award is 100% of

salary for Executive Directors.

Awards would not be increased

above 100% of base salary without

prior consultation with

shareholders.

25% of the award is payable at

threshold performance.

Performance targets

willapply over the

performance period.

The Committee will

determine the applicable

performance targets and

their weightings to ensure

they are appropriate.

Performance conditions

may be based on

financial, stock

market- based and/or

non-financial measures

(including strategic

and ESG measures).

A majority of the

awardwill be based

onfinancial and stock

market-based measures.

Shareholding

Requirement

To encourage

long-term share

ownership and support

alignment of interests

with shareholders.

At least half of the net shares vested

under the deferred annual bonus and the

LTIP must be retained until the

shareholding requirement is met.

During employment, Executive

Directors must build up a

shareholding worth 200% of salary.

After employment, Executive

Directors will be required to retain

thelower of the shareholding

requirement during employment or

actual shareholding at cessation for

two years. The Committee has the

discretion to relax this requirement

inexceptional circumstances (e.g.

serious ill-health). Shares that have

been purchased voluntarily may be

excluded from the post-cessation

shareholding requirement.

Not applicable.

Chair and Non-Executive Directors

Element Purpose and

Link to Strategy

Operation Maximum Performance

Target

Fixed

Fees

To provide market-

competitive director fees.

Annual fee for the Chair.

Annual base fee for the

Non-Executive Directors.

Additional fees are paid to Non-Executive

Directors for additional responsibilities

such as being the Senior Independent

Non-Executive Director or chairing a

Board Committee.

Fees are reviewed from time to

timetaking into account time

commitment, responsibilities and

feespaid by companies of a similar

sizeand complexity.

Payable in cash.

Expenses incurred by Non-Executive

Directors in connection with the fulfilment

of their roles are reimbursed (including

any personal tax due on such expenses).

Fee increases are applied in line

with outcome of the review.

Not applicable.

133NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Considerations in relation to the Policy review

When reviewing the Remuneration Policy, the Committee considered a wide range of factors, including:

• Where practicable, improving the consistency of the Executive Directors’ Remuneration Policy with that of the workforce, for example

in relation to the pension provision.

• Taking into account the latest guidance from our institutional shareholders, investor representative bodies, regulators and statutory requirements.

• The overall market competitiveness of the senior executives’ packages.

The Committee also addressed the following factors when determining the Remuneration Policy and practices, as recommended by the

UK Corporate Governance Code:

Principle Committee approach

Clarity

Remuneration arrangements should

betransparent and promote effective

engagement with shareholders and

theworkforce.

As noted above there is a consistent approach taken, where possible, in relation to

theapplication of the Remuneration Policy throughout the Company. For instance,

allemployees participate in an annual bonus plan and the PSP.

We consult with employees to explain how the Policy for Executive Directors aligns with the

pay and conditions of the workforce other than, for instance, where there are more stringent

requirements in the Executive Directors’ Policy for corporate governance reasons.

Simplicity

Remuneration structures should avoid

complexity and their rationale and operation

should be easy to understand.

The components of our Remuneration Policy are consistent throughout the Company so

they are simple to operate and communicate.

Risk

Remuneration arrangements should ensure

reputational and other risks from excessive

rewards and behavioural risks that can arise

from target-based incentive plans are

identified and mitigated.

We look carefully at the range of likely performance outcomes when setting performance

target ranges and use discretion where this leads to an inappropriate pay outcome.

Bonus deferral, holding periods on LTIP awards, shareholding requirement and clawback

and malus provisions all help to mitigate risk.

Predictability

The range of possible values of rewards to

individual directors and any other limits or

discretions should be identified and explained

at the time of approving thepolicy.

Incentive plans are determined based on a proportion of base salary so there is a sensible

balance between fixed pay and performance-linked elements.

There are provisions to override the formula driven outcome of incentive plans and deferral

and clawbacks to minimise the likelihood of a poor link between reward and performance.

Proportionality

The link between individual awards,

thedelivery of strategy and the long-term

performance of the company should be clear.

Outcomes should not reward

poor performance.

Incentive plans are determined based on a proportion of base salary so there is a sensible

balance between fixed pay and performance-linked elements.

There are provisions to override the formula driven outcome of incentive plans and deferral

and clawbacks to ensure that poor performance is not rewarded.

Alignment to culture

Incentive schemes should drive behaviours

consistent with company purpose, values

andstrategy.

All staff are eligible for bonus plans which are approved by the Committee to ensure

consistency with Company purpose, values and the performance measures are linked to the

business strategy.

134 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

Service contracts and payments for lossofoffice

Executive Directors’ service contracts are terminable by either party

giving the other 12 months’ written notice. If notice is served by either

party, the Executive Director may continue to receive base salary,

benefits and pension for the duration of their notice period during

which time the Company may require the individual to fulfil their current

role or may place the individual on garden leave. The Committee

will seek to minimise the level of payments to a departing Director,

having regard to all circumstances, including the Company’s

contractual obligations to the Director, the reason for departure,

andthe Company’s policy on mitigation.

The Company may elect to make a monthly payment of base salary,

plus an amount in lieu of benefits/pension contribution/equivalent or

just base salary, in lieu of notice. Any payments in lieu of notice would

be phased monthly and subject to offset against earnings elsewhere.

Reasonable outplacement and legal costs may be payable.

Where a Director may be entitled to pursue a claim against the

Company in respect of his/her statutory employment rights or

anyother claim arising from the employment or its termination,

theCommittee will be entitled to negotiate settlement terms with

the Director that the Committee considers to be reasonable in the

circumstances and is in the best interests of the Company, and to

enter into a settlement agreement with the Director.

In addition to the contractual provisions regarding payment on

termination set out above, the Group’s incentive plans and share

plans contain provisions relating to termination of employment.

Good leaver provisions relate to termination of office or

employment by reason of death, ill-health, injury, incapacity

ordisability of the award holder, redundancy or sale or transfer

out of the Group or the Company or undertaking employing that

employee, or any other circumstances stipulated by the Committee

atthe date of award.

For any good leaver the approach in relation to the incentive plans

will be as follows:

Annual bonus: bonus may be payable at the normal time pro-rata

for the portion of the year worked. Outstanding deferred bonus

awards would be retained and would vest at the usual time.

PSP awards: awards would vest at the usual time subject to the

achievement of the performance conditions and would normally be

scaled back pro-rata for the extent of the vesting period completed

at cessation of employment (unless in exceptional circumstances

the Committee determines that the award should not be scaled

back). The two-year post-vesting holding period would usually

continue to apply.

If an Executive Director is not deemed to be a good leaver,

allbonus entitlements and LTIP awards would normally lapse.

Non-Executive Directors’ letters of appointment incorporate a notice

period of three months.

No payment for compensation for loss of office will be made to

theChair or any Non-Executive Director other than where the

Company determines that fees for the notice period should be

paid. The details of the service contracts for Executive Directors

and Letters of Appointment for the Non-Executive Directors are

summarised as follows:

Director Date of Appointment

Expiry date of service agreement

of letter of appointment

Allan Lockhart 18 August 2016

12-month rolling contracts

Will Hobman 20 August 2021

Margaret Ford 1 September 2017

3-month rolling contracts

Lynn Fordham 21 March 2024

Colin Rutherford 5 February 2019

Dr Karen Miller 30 May 2022

Charlie Parker 10 September 2020

Alastair Miller 18 August 2016

The service agreements are available for shareholders to view at

the Company’s Registered Office on request from the Company

Secretary and at the Annual General Meeting.

External directorships and memberships

Executive Directors may take up one external directorship, subject to

the prior approval of the Board. In considering the appointment, the

Board will consider whether the appointment will have an adverse

impact on the Director’s role within the Company and whether it will

be a conflict of interest. Fees earned may be retained by the Director.

At present, no Executive Director has an external directorship.

Executive Directors are encouraged to join, when invited, advisory

committees of industries and professional bodies directly related to

the Company’s business. This helps to keep the Company informed

of any future regulations or trends which may affect it in the future, as

well as providing the opportunity to influence future decision making.

Recruitment arrangements

The Committee will apply the same Remuneration Policy and

principles when setting the remuneration package for a new

Executive Director. The Committee will take into consideration all

relevant factors to ensure that pay arrangements are in the best

interests of the Company and its shareholders.

Ongoing benefits, pension provisions, annual bonus participation

andawards under both the DBP and the PSP will be in line with those

stated in the Policy. In exceptional circumstances, the maximum level

of variable pay which may be awarded to a new Executive Director in

the first year of appointment under the Policy will be 325% of salary

(i.e. 125% annual bonus plus 200% PSP award).

Different performance measures may be set for any initial awards

under the DBP and PSP after considering the responsibilities of the

individual, the point in the year that they joined and the rules of the

applicable plan. The rationale will be clearly explained in the Annual

Report following such recruitment. The level of bonus which may be

paid will be pro-rated to reflect the time in the year when the

Executive Director joins.

The Committee will have discretion to make payments or awards

tobuy out incentive arrangements forfeited on leaving a previous

employer, i.e. over and above the approach outlined in the table above

and may exercise the discretion available under Listing Rule 9.4.2R if

necessary to do so. In doing so, the Committee will match the fair value

of the awards forfeited, taking account of the form, any applicable

performance conditions and the likelihood of those conditions being

met and the proportion of the applicable vesting period remaining.

Where an Executive Director appointment is an internal candidate,

theCommittee will honour any pre-existing remuneration obligations

oroutstanding variable pay arrangements that relate to the individual’s

previous role. Non-Executive Directors will be recruited on the basis

ofa Letter of Appointment with a three-month notice period.

135NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Illustrations of the operation of the Remuneration Policy in FY25

Minimum performance:

• comprising the minimum remuneration receivable (being base salary, pension and

benefits received in FY24);

On target performance:

• comprising fixed pay, annual bonus payment at 50% of the maximum opportunity and

long-term incentive awards vesting at 25% of maximum opportunity;

Maximum performance:

• comprising fixed pay, 100% of annual bonus and 100% vesting of long-term incentive awards;

Maximum performance with

shareprice increase:

• comprising fixed pay, 100% of annual bonus and 100% vesting of long-term incentive

awards with the value increased for share price appreciation of 50%.

£0k

£400k

£800k

£1,200k

£1,600k

£2,000k

Maximum

with Share

Price Increase

MaximumOn targetMinimum

£0k

£400k

£800k

£1,200k

£1,600k

£2,000k

Maximum

with Share

Price Increase

MaximumOn targetMinimum

Allan Lockhart Will Hobman

Fixed Pay

Annual Bonus

LTIP

LTIP value with 50% share price growth

£524k

100.0%

54.6% 31.8% 27.6% 100.0% 54.5% 31.8% 27.6%

32.4% 37.9% 32.9%

32.5% 37.9% 32.9%

13.0%

30.3% 26.3%

13.2%

13.0%

30.3% 26.3%

13.2%

£961k

£1,646k

£1,895k

£361k

£663k

£1,137k

£1,309k

136 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

Remuneration Report

This section sets out how the Directors’ Remuneration Policy

wasimplemented during the financial year ended 31 March 2024.

Wherestated, disclosures regarding Director’s remuneration have

been audited by the Company’s external auditors, PwC. This

section, together with the Chair’s Statement, is subject to an

advisory vote at the 2024 AGM.

Remuneration Committee

The Remuneration Committee is comprised of all the Non-Executive

Directors. The Remuneration Committee meets regularly throughout

the year. It met four times during the year. ABoard and Committee

attendance chart is contained in the Governance report on page

116.

Role of the Remuneration Committee

The role of the Remuneration Committee is to establish a formal

and transparent procedure for developing and implementing the

Remuneration Policy. The Policy should have regard to the risk

appetite of the Company and Executive remuneration should be

aligned to the Company’s purpose and values and be clearly linked

tothe successful delivery of the Company’s long-term strategy.

TheCommittee also reviews the remuneration of the Chair and

senior executives below Board level. Terms of reference for the

Remuneration Committee can be found on the Company’s website.

Other main responsibilities of the Committee are to:

• ensure that the Directors and executive management are

provided with appropriate incentives to encourage enhanced

performance and are, in a fair and responsible manner, rewarded for

their individual contributions to the success of the Company and

to align their interests with those of shareholders;

• attract, retain and motivate Directors and executive management

of the quality required to run the Company successfully without

paying more than is necessary, having regard to views of

shareholders and other stakeholders;

• review and have regard to workforce remuneration and related

policies and the alignment of incentives and rewards with culture,

taking these into account when setting remuneration policy for

Directors and especially when determining annual salary increases;

• consider and set the objectives, annual pay and targets for the

Directors and executive management; and

• review the operation of the Group’s share incentive schemes and

the granting and vesting of the schemes.

Any potential conflicts of interest are managed carefully. No Director

ispresent when their own remuneration is being discussed and

Committee papers are redacted where appropriate to avoid

individuals seeing proposals before they are discussed by the

Committee. Each meeting minutes whether there are any potential

conflicts for any members or attendees.

Committee members

• Alastair Miller: Committee Chair

• Margaret Ford (until 30 May 2024)

• Colin Rutherford

• Charlie Parker

• Dr Karen Miller

The Chief Executive Officer and Chief Operating and People Officer

were invited to attend all or part of the meetings as and when

relevant. These individuals were not present when their own

remuneration was discussed. The Company Secretary acts as

secretary to the Committee.

FY24 Remuneration Committee activity

May

2023

• Review outcome of Corporate and personal

targets for Executive Director bonuses

• Review and approve ExCo bonuses

• Consider DBS and PSP awards and targets

• Review Remuneration Report and

RemunerationPolicy

Sept

2023

• Approve FY24 bonus targets

• Note share awards

• Review PSP performance and confirm final vesting

Feb

2024

• Report from Korn Ferry on developments

inmarket practice in remuneration

• Review wider workforce arrangements

andpay policy

• FY25 targets and objectives

• Preliminary discussions on performance

against targets

• Preliminary performance update for

outstanding awards.

Mar

2024

• Agree New Chair’s fee

137NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Statement of voting at the Annual General Meeting

The following table summarises the details of votes cast for and against the Directors’ Remuneration Policy and the Directors’ Remuneration

Report at the 2023 AGM, along with the number of votes withheld.

Votes for % Votes against %

Total shares for

and against Votes withheld

That the Directors’ Remuneration Report be received and

approved (2023 AGM) 165,694,587 99.11 1,492 712 0.89 167,187,299 52,466

That the Directors’ Remuneration Policy be received and

approved (2023 AGM) 165,701,655 99.11 1,481,211 0.89 167,182,866 56,899

Remuneration Committee adviser

The Committee keeps itself fully informed on developments and best practice in the field of remuneration and it seeks advice from external advisers

when appropriate. The Committee appoints its own independent remuneration advisers and appointed Korn Ferry in 2018 following a competitive

process. During the year the Committee continued to retain the services of Korn Ferry. Korn Ferry is a member of the Remuneration Consultants

Group and signatory to its Code of Conduct which can be found at www.remunerationconsultantsgroup.com. During FY24 Korn Ferry did not

provide any other services to the Company. Fees charged by Korn Ferry were on a time and materials basis and totalled £26,299 in the year

ended 31 March 2024. The Committee reviews the performance and independence of its advisers on an annual basis and is satisfied that the

advice provided is objective and independent.

Total remuneration payable to Directors for FY24 (audited)

The following tables show a single figure total of remuneration for the year ended 31 March 2024 for each of the Directors and compares this

figure to the prior year.

Executive Directors

Financial

Year Salary £ Benefits

£ Pension

Subtotal for

fixed pay £ Cash bonus £

Value of bonus

deferred into

shares £

Long-Term

Incentive

Plans £

Subtotal for

variable pay £ Total £

Allan Lockhart

2024 484,100 5,660 41,552 531,312 288,040 123,445 295,145 706,630 1,237,942

2023 470,000 5,001 70,500 545,501 338,870 145,230 246,783 730,883 1,276,384

Will Hobman

2024 334,750 2,551 13,390 350,691 199,176 85,361 128,732 413,269 763,960

2023 325,000 2,168 13,000 340,168 234,325 100,425 78,760 413,510 753,678

1. Benefits are the Directors’ private medical cover.

2. Allan Lockhart received a pension contribution of 15% of salary until July 2023 after which his pension contribution reduced to 4%. Will Hobman received a pension contribution

of 4% of salary throughout 2024.

Non-Executive Directors

Financial Year Base fee £

Audit Committee

Chairman £

Remuneration

Committee

Chairman £

Senior

Independent

Non-Executive

Director £ Total £

Margaret Ford

2024 164,800 – – – 164,800

2023 160,000 – – – 160,000

Alastair Miller

2024 51,500 – 7,725 7,725 66,950

2023 50,000 – 7,500 7,500 65,000

Lynn Fordham

2024 4,437 – – – 4,437

2023 – – – – –

Charlie Parker

2024 51,500 – – – 51,500

2023 50,000 – – – 50,000

Colin Rutherford

2024 51,500 7,725 – – 59,225

2023 50,000 7,500 – – 57,500

Dr Karen Miller

2024 51,500 – – – 51,500

2023 42,051 – – – 42,051

1. Lynn Fordham was appointed to the Board on 21 March 2024 as Chair Designate. Lynn received a pro-rate fee based on the annualised rate of £164,800

2. Dr Karen Miller was appointed to the Board on 30 May 2022

138 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

Annual bonus for the year to 31 March 2024 (Audited)

Executive Directors had the opportunity to earn a bonus up to a maximum of 125% of salary on the basis of the achievement of the

followingmeasures.

The performance against measures to 31 March 2024 are set out in the tables below.

Weighting Threshold Target Stretch Actual result

Achievement % of maximum

available under that element

Pay-out as a percentage

of total bonus

Measure

25% of

maximum

50% of

maximum

100% of

maximum Allan Lockhart Will Hobman Allan Lockhart Will Hobman

Corporate

Total Return vs IPD All Retail 25% At index 10% ahead

20%

ahead

over 20%

ahead 100% 100% 25% 25%

Earnings yield (UFFO) 25% £20m £22m £24m £24.4m 100% 100% 25% 25%

Financial

LTV 5% <38% <34% <32% 30.8% 100% 100% 5% 5%

TAR Return 20% 2.80% 3.70% 4.50% 0.5% 0% 0% 0% 0%

Strategic

Strategic objectives 25% See below 52% 52% 13% 13%

A summary of the strategic objectives are shown below:

Strategic objectives Weighting Assessment of performance bythe Committee Achievement

Allan Lockhart Will Hobman Allan Lockhart Will Hobman

Securing an extension to the RCF facility 5% RCF extended to November 2026 5% 5%

Achieve completion of disposals or reclassification of the

assets in the Work out portfolio 7.5% 2 sales achieved, 1 sale post period 0% 0%

Capital Partnerships: secure additional Capital Partnerships 5%

M&G, Canterbury mandates have

beenexpanded 2% 2%

ESG 7.5% 6% 6%

Implementation of Enhanced Supplier Vetting

Enhanced Supplier vetting applied to all new

suppliers and rolled out to existing suppliers

Improve access to tenants’ energy consumption data

andembed ESG performance monitoring across the portfolio Not achieved

Measured reduction in Journey to Net Zero

Scope 1 Emissions down 31%, Scope 2

emissions down 16%

Maintenance / improvement of Sustainability Accreditations

GRESB: 72/100 (70/100), CDP: maintained

as B, EPRA: maintained as GOLD

Total 25% 13% 13%

Based on performance to 31 March 2024, the annual bonus outcome for the Executive Directors during the year is shown below.

The Committee is satisfied that no adjustments to the pay-outs is required, and the outcome is reflective of underlying performance.

Executive Assessment of performance by the Committee

% of maximum % of salary Bonus outcome

Allan Lockhart 68% 85% £411,485

Will Hobman 68% 85% £284,537

30% of the bonus will be deferred into shares for two years. Deferred shares are subject to continued employment.

139NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Long-Term Incentive Plans (audited)

Vesting of Performance Share Plan awards

FY21 LTIP Awards

Performance Share Plan Awards were granted to Allan Lockhart and Will Hobman on 21 August 2020. As disclosed in last year’s report, the

performance period for the TSR element of the FY21 LTIP award ended in August 2023. The table below sets out the performance targets

and final level of vesting.

Measure Weighting Threshold (25% of max) Target (75% of max) Stretch (100% of max) Actual Vesting (% of max)

Total Shareholder Return vs UK REITs

50% Median 62.5 percentile Upper Quartile Above upper quartile 100%

Total Accounting Return vs UK REITs

50% Median 62.5 percentile Upper Quartile Below median 0%

Total 50%

1. The UK REIT peer group listed on page 141.

The Committee is comfortable that the formulaic outcome of the LTIP reflects wider business performance and so no discretion has been

applied. The final vesting levels for the FY21 LTIP awards are shown below:

Executive Grant date Vest date

Number of

shares granted

Number of

shares vested

Value of shares

vesting

Dividend

equivalents in

shares Total value

Allan Lockhart 21 Aug 20 21 Aug 23 497,354 248,677 £203,169 53,383 £246,783

Will Hobman 21 Aug 20 21 Aug 23 158,730 79,365 £64,841 17,037 £78,760

• The value is based on the share price on the date of vesting (81.7p).

• The share price at grant was 63p, therefore the share price has increased by 18.7p. As a result, the value attributable to share price

appreciation is £46,503 for Allan Lockhart and £14,841 for Will Hobman.

• Allan Lockhart’s FY21 award remains subject to a two-year post-vesting holding period. Will Hobman was the Finance Director (below

Board level) when the FY21 awards were granted and so no holding period applies.

FY22 LTIP Awards

Performance Share Plan Awards were granted to Allan Lockhart and Will Hobman on 7 September 2021.

The performance targets for these awards are shown below:

Weighting Threshold Target Stretch Actual result Actual result

Measure

25% of

maximum

75% of

maximum

100% of

maximum

Total Shareholder Return vs UK REITs

50% Median

62.5

percentile

Upper

quartile

Above

upper

quartile 100%

Total Accounting Return vs UK REITs

50% Median

62.5

percentile

Upper

quartile

Below

median 0%

Total 50%

1. The UK REIT peer group listed on page 141

140 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

The Committee is comfortable that the formulaic outcome of the LTIP reflects wider business performance and so no discretion has been

applied. The vesting levels for the FY22 LTIP awards are shown below:

Executive Grant date Vest date

Number of

shares granted

Number of

shares vesting

Value of share

to vest

Dividend

equivalents in

shares Total value

Allan Lockhart 7 Sep 21 7 Sep 24 597,964 298,982 £232,309 80,871 £295,145

Will Hobman 7 Sep 21 7 Sep 24 260,814 130,407 £101,326 35,272 £128,732

• Both Allan Lockhart’s and Will Hobman’s FY22 awards remain subject to a two-year post-vesting holding period.

• The value of the shares to vest are based on a three-month average share price of 77.7p to 31 March 2024. This value will be restated

in the single figure table next year based on the actual share price on the date of vesting.

• Dividend equivalents include the final dividend declared for FY24 to be paid in August 2024 prior to vesting.

• The share price at grant was 78.6p. Therefore, none of the value of the award is due to share price appreciation.

PSP awards granted in the year to 31 March 2024 (audited)

The following Performance Share Plan awards were granted to Executive Directors as nil cost options on 29 June 2023:

Executive

Value of awards at grant date

(% salary)

Number of shares

comprisingaward

% of award vesting at

threshold Vesting Period End Date Holding Period End Date

Allan Lockhart £470,000 (100%) 525,140 25% 29 June 2026 29 June 2028

Will Hobman £325,000 (100%) 363,128 25% 29 June 2026 29 June 2028

1. The closing price on the day before the grant date has been used to determine the number of shares comprising the award. This was 89.5p.

Performance will be assessed from 1 April 2023 to 31 March 2026. The targets for both performance conditions are as follows:

TSR ranking vs. UK REITs (50% of award)

Total Accounting Return ranking vs. UK REITs

(50% of award)

Vesting

(% of award)

Below threshold Less than Median (50th percentile) Less than Median (50th percentile) 0%

Threshold Equal to Median (50th percentile) Equal to Median (50th percentile) 25%

Equal to 62.5th percentile Equal to 62.5th percentile 75%

Maximum Equal to Upper Quartile (75th percentile) and above Equal to Upper Quartile (75th percentile) and above 100%

• 50% of each award may vest based on the Company’s TSR compared to a group of UK REITs.

• 50% of each award may vest based on the Company’s Total Accounting Return (“TAR”) compared to a group of UK REITs that report their

NTA on an EPRA basis.

• TAR is defined as the annualised return over the performance period based on the change in EPRA NTA per share and the level of

dividends paid per share.

The TSR and TAR comparator group was composed of the companies set out in the list below.

• SEGRO • GREAT PORTLAND ESTATES • UNITE GROUP • LONDONMETRIC PROPERTY

• LAND SECURITIES GROUP • WORKSPACE GROUP • TRITAX BIG BOX REIT • SAFESTORE HOLDINGS

• BRITISH LAND • BIG YELLOW GROUP • GRAINGER • UK COMMERCIAL PROPERTY REIT

• DERWENT LONDON • ASSURA • CLS HOLDINGS • PRIMARY HEALTH PROPERTIES

• HAMMERSON • SHAFTESBURY CAPITAL

141NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Deferred Shares granted in the year to 31 March 2024 (audited)

Awards of Deferred Bonus Shares over the Company’s shares were granted to Executive Directors as nil cost options in FY24 as shown

below. The deferred share awards are based on 30% of the bonus awarded for the year to 31 March 2023. Vesting of the awards is normally

subject to continued employment at the date of vesting in two years’ time.

Executive Number of shares granted

1,2

Face value of the award

atgrant date Grant date Vest date

Allan Lockhart 165,222 £145,230 29 June 2023 29 June 2025

Will Hobman 114,249 £100,425 29 June 2023 29 June 2025

1. The 5 day average close price on the day before the grant date has been used to determine the number of shares comprising the award. This was 87.9p.

2. Awards are not subject to performance conditions.

3. Vesting of awards is normally subject to continued employment unless an employee leaver is deemed a ‘Good Leaver’.

Summary of Directors’ Interests (audited)

The beneficial interests of the Executive Directors in share awards and share options as at 31 March 2024 are shown in the following tables.

Allan Lockhart

Grant Date Plan Vesting by

Share price at

date of award £

Exercise price

£ At 31 March 2023 Granted

Dividend equivalent

shares added

Lapsed Exercised

At 31 March 2024

May 2018 DBP May 2020 2.86 nil 62,194 – – – (62,194) –

Jun 2019 DBP Jun 2021 1.79 nil 66,952 – – – (66,952) –

Aug 2020 PSP Aug 2023 0.63 nil 581,721 – 48,204 (314,963) _ 314,962

Sept 2021 DBP Sept 2023 0.78 nil 40,429 – 1,556 – (41,985) –

Sept 2021 PSP Sept 2024 0.78 nil 673,842 – 55,838 – _ 729,680

July 2022 DBP July 2024 0.88 nil 161,250 – 13,361 – – 174,611

July 2022 PSP July 2025 0.88 nil 576,848 – 47,801 – – 624,649

June 2023 DBP June 2025 0.89 nil – 165,222 13,690 – – 178,912

June 2023 PSP June 2026 0.89 nil – 525,140 43,515 – – 568,655

Total 2,163,236 690,362 223,965 (314,963) (171,131) 2,591,469

Will Hobman

Grant Date

Plan Vesting by

Share price at

date of award £

Exercise price

£ At 31 March 2023 Granted

Dividend equivalent

shares added

Lapsed Exercised

At 31 March 2024

Aug 2020 PSP Aug 2023 0.63 nil 185,655 – 7,149 (96,402) (96,402) –

Sept 2021 DBP Sept 2023 0.78 nil 23,654 – 910 – (24,564) –

Sept 2021 PSP Sept 2024 0.78 nil 293,909 – 24,354 – _ 318,263

July 2022 DBP July 2024 0.88 nil 118,269 – 9,800 – – 128,069

July 2022 PSP July 2025 0.88 nil 398,885 – 33,053 – – 431,938

June 2023 DBP June 2025 0.89 nil – 114,249 9,466 – – 123,715

June 2023 PSP June 2026 0.89 nil – 363,128 30,090 – – 393,218

Total 1,020,372 477,377 114,822 (96,402) (120,966) 1,395,203

1. A holding period of two years is applied following vesting for the PSP awards.

2. The right to dividends is accrued and is only payable if and to the extent that the awards vest. The FY24 final dividend declared is not included in this figure.

3. Allan Lockhart’s awards were exercised on 4 December 2023, some of the shares were sold to cover tax at a share price of 85.9p. The aggregate gain from exercising the awards was £148,720.

4. Will Hobman’s awards were exercised on 8 September 2023. Will paid the tax from personal funds and kept all the shares from the exercise. The aggregate gain from exercising these

awards was £97,378.

DBP = Deferred Bonus Plan PSP = Performance Share Plan

142 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

Details of the Directors’ shareholdings and rights to shares (audited)

It is the Board’s policy that Executive Directors build up and retain a minimum shareholding of 200% of base salary. Beneficially owned

shares, vested and unvested DBP awards plus vested but unexercised PSP awards may be counted towards the value of the executives’

shareholdings for the purposes of the 200% holding guideline.

The beneficial interests of Directors who served during the year, in the shares of the Company are as follows:

Beneficially

owned shares

held at

31 March 2024

Value of

beneficially

owned shares

as % of salary

Vested but

unexercised

DBP awards

held at

31 March 2024

Vested but

unexercised

PSP awards

held at

31 March 2024

Unvested DBP

awards held at

31 March 2024

Value of

holdings

including

vested PSP and

unvested DBP

Unvested PSP

awards held at

31 March 2024

Total held as at

31 March 2024

Shareholding %

of salary

Allan Lockhart 520,856 87% - 314,962 353,523 199% 1,922,984 3,112,325 199%

Will Hobman 354,955 86% – – 251,784 147% 1,143,419 1,750,158 147%

Margaret Ford 106,440 – – – – – – 106,440 N/A

Lynn Fordham – – – – – – – – N/A

Alastair Miller 99,806 – – – – – – 99,806 N/A

Colin Rutherford – – – – – – – – N/A

Charlie Parker 11,454 – – – – – – 11,454 N/A

Dr Karen Miller – – – – – – – – N/A

1. Based on the closing share price of 80.90p as at 31 March 2024 and salary for FY24.

2. Includes dividend equivalent shares added to that date. Although vested these awards have not yet been exercised.

3. All awards are nil cost awards.

4. Vested but unexercised PSPs are not subject to performance conditions. Unvested PSPs are subject to performance conditions. Outstanding DBP awards are not subject to performance

conditions. The details of outstanding scheme interests are included in the table on page 142.

5. At least half of the net shares vested under the deferred annual bonus and the PSP must be retained until the shareholding requirement is met.

DBP = Deferred Bonus Plan.

PSP = Performance Share Plan.

There have been no changes in the number of shares held from 31 March 2024 to 20 June 2024, being the latest practicable date before the

publication of this Annual Report.

Payments for loss of office and to past Directors (audited)

No Directors have left office in the year. No payments were made to past Directors.

Historic Total Shareholder Return performance and Chief Executive Officer remuneration

The following information allows comparison of the Company’s TSR (based on share price growth and dividends reinvested) with the

remuneration of the CEO over the last ten years, together with bonus and LTIP pay-outs (as a percentage of the maximum).

TSR Chart

100

150

200

FY24FY23FY22FY21FY20FY19FY18FY17FY16FY15FY14

NewRiver

FTSE 250

FTSE 350 REIT

FY24FY23FY22FY21FY20FY19FY18FY17FY16FY15FY14

The chart shows the Company’s TSR and that of the FTSE 250 and the FTSE 350 REIT Indices based on an initial

investment of £100 on 1 April 2014 and values at intervening financial year ends over a ten-year period to 31 March

2024. These are considered to be appropriate benchmarks for the graph as the Company was a constituent of

these indices during the financial years shown and is in line with the approach used historically.

143NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

2015 2016 2017 2018 2019 2020

2021 2022 2023 2024

David

Lockhart

David

Lockhart

David

Lockhart

David

Lockhart

Allan

Lockhart

Allan

Lockhart

Allan

Lockhart

Allan

Lockhart

Allan

Lockhart

Allan

Lockhart

Total

remuneration (£) 850,000 1,792,205 1,341,958 1,012,946 911,972 543,239 637,339 984,462 1,276,384 1,237,942

Annual bonus

(% of max) 70.0 100.0 66.7 77.3 64.0 – 20.0 75.0 82.5 68.0

Total LTIP vesting

(% of max) – 50.0 76.3 13.1 – – – – 50.0 50.0

1. Allan Lockhart received no bonus in 2020.

CEO pay ratio

As the Company has less than 250 employees, we are not required to disclose the CEO pay ratio. However, we consider it appropriate to

disclose our pay ratios on a voluntary basis as we are committed to supporting strong governance and transparency. The ratio of the CEO’s

pay to the 25th, 50th and 75th percentile is shown, along with the total pay for the employees at the three quartiles.

We have based the calculation on the methodology outlined in Option A under the regulations, although, we have chosen not to disclose the

three salary levels for the relevant employees to allow a simpler comparison with the total pay of the CEO. This method is, in the Committee’s

view, the most comprehensive and accurate reflection of the remuneration picture across our employee population.

The ratio calculated by reference to actual pay rates on 31 March 2024 and based on the CEO’s full salary.

The CEO pay ratio is broadly in line with the ratio last year. The Committee has used the ratio as part of the overall review of the Policy and

is comfortable that the ratio is a fair reflection of the differences to the level of pay of the CEO compared to the workforce generally.

Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

FY24 Option A 7.6:1 13.2:1 17.7:1

FY23 Option A 6.6:1 12.6:1 19.2:1

FY22 Option A 7:1 12.7:1 17.2:1

FY21 Option A 7:1 9:1 19:1

FY20 Option A 8:1 17:1 34:1

The total pay for the individuals identified at the Lower quartile, Median and Upper quartile positions are set out below:

FY24

Total Pay

Upper quartile £162,687

Median £93,572

Lower quartile £70,014

Annual percentage change in remuneration of Directors and employees

The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the

average percentage change for employees.

FY23/FY24 FY22/FY23 FY21/FY22 FY20/FY21

Directors Salary/fee Benefits

Annual

Bonus Salary/fee Benefits Annual Bonus Salary/fee Benefits Annual Bonus Salary/fee Benefits Annual Bonus

Executive Directors

Allan Lockhart 3% 13% -15% 0% 50% 10% 0% 18% 369% 0% 0% 100%

Will Hobman

3% 18% -15% 0% 33% 9% N/A N/A N/A N/A N/A N/A

Non-Executive Directors

Margaret Ford 3% N/A N/A 0% N/A N/A 0% N/A N/A 0% N/A N/A

Alastair Miller 3% N/A N/A 0% N/A N/A 0% N/A N/A 0% N/A N/A

Charlie Parker 3% N/A N/A 0% N/A N/A 0% N/A N/A 0% N/A N/A

Colin Rutherford 3% N/A N/A 0% N/A N/A 6% N/A N/A 0% N/A N/A

Dr Karen Miller

3% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

All Employees

6% 12% -8% 5% 37% 6% 5% 20% 96% 0% 0% 100%

1. Will Hobman was appointed to the Board on 20 August 2021 for ease of comparison, we have compared his pay on a pro-rated basis.

2. Dr Karen Miller was appointed to the Board on 30 May 2022. For ease of comparison, we have compared her pay on a pro-rated basis

3. All employees are used as there are no employees of the listed parent company.

4. Lynn Fordham was appointed to the Board on 21 March 2024. As a result, she has been excluded form the table above.

144 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Remuneration Committee report continued

Relative importance of spend on pay

The table below shows employee pay and distributions to shareholders for FY24 and FY23.

FY24 £’000 FY23 £’000 % difference from prior year

Total spend on employee pay

6,645 6,292 5.3%

Total distributions to shareholders 20,272 20,863 (2.8%)

Share Buy Backs – – 0%

1. Includes salaries, bonuses, social security costs and pension costs as shown in the notes to the Financial Statements.

Implementation of the Policy in FY25

The section below sets out the implementation of the Remuneration Policy in FY25. There are no significant changes in the implementation

of the Policy.

Salaries and fees

The base salaries for FY25 are set out below:

Executive Salary for FY24 Salary for FY25 % increase

Allan Lockhart - Chief Executive Officer £484,100 £498,623 3%

Will Hobman - Chief Financial Officer £334,750 £344,792 3%

The Committee also reviewed the Chair fees and the Board (minus the Non-Executive Directors) reviewed the Non-Executive Director fees

and concluded that there should be a 3% increase to base fees and Committee Chair Fees. There was no change to the Chair fees due to

the change in Chair. The fees for the Chair and Non-Executive Directors in FY25 are set out below:

Director Fees for FY24 Fees for FY25 % increase

Chair £164,800 £164,800 0%

Basic fee for a Non-Executive Director £51,500 £53,045 3%

Additional fee for serving as Chairman of the Audit

andRemuneration Committees £7,725 £7,957 3%

Additional fee for serving as the Senior Independent

Non-ExecutiveDirector £7,725 £7,957 3%

Annual bonus

The annual bonus will operate as laid out in the Remuneration Policy. Executive Directors will have the opportunity to earn a bonus up to a

normal maximum of 125% of salary.

In line with FY24, the bonus will be based on financial and corporate measures (75%) as well as personal strategic objectives (25%). At the

time of writing the measures and weightings have not been finalised, but will be disclosed in full in next year’s report, along with the targets,

performance against them and resultant payouts.

Long-term incentives - Performance Share Plan

The Committee intends to grant LTIP awards to Executive Directors of 100% of salary. The extent to which the LTIP awards will vest will be

determined by the performance measures listed below.

Threshold Target Stretch

Measure Weighting 25% of maximum 75% of maximum 100% of maximum

Relative TSR vs UK REIT peer group 60% Median 62.5 percentile Upper Quartile

Relative TAR vs UK REIT peer group 40% Median 62.5 percentile Upper Quartile

Awards must be held by Executive Directors for a further two years after vesting.

Signed on behalf of the Board

Alastair Miller

Committee Chair

20 June 2024

145NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Directors’ Report

Principal activities and status

NewRiver REIT plc (the “Company”) is a premium listed REIT on the

London Stock Exchange. The Company is a specialist real estate

investor, asset manager and developer focused solely on the UK

retail sector. Details of the Group’s principal subsidiary

undertakings are set out on pages 186 to 187.

Governance

The Financial Reporting Council published a revised UK Corporate

Governance Code in July 2018 (the Code). Further information on

the Code can be found on the Financial Reporting Council’s website

at: www.frc.org.uk. The Company’s Statement on Governance can

be found on page 106.

Results and dividend

The Directors have proposed a final dividend of 3.2 pence per

share. Together with the interim dividend of 3.4 pence, the total

dividend for FY24 is 6.6 pence. The final dividend is payable on

16 August 2024 to shareholders on the register as at 5 July 2024.

3.2 pence will be paid as a PID net of withholding tax where

appropriate. The Company will be offering a scrip dividend

alternative. A dividend of 6.7 pence per share was paid in FY23.

The Board

The Directors, who served throughout the year unless stated

otherwise, are detailed below:

Service in the year 31 March 2024

Margaret Ford Served throughout the year

Lynn Fordham Appointed 21 March 2024

Allan Lockhart Served throughout the year

Will Hobman Served throughout the year

Alastair Miller Served throughout the year

Karen Miller Served throughout the year

Charlie Parker Served throughout the year

Colin Rutherford Served throughout the year

Margaret Ford stepped down from the Board on 30 May 2024. Unless stated otherwise the

rest of the Directors were in office during the year and up to the date of signing the financial

statements. The roles and biographies of the Directors in office as at the date of this report

are set out on pages 108 to 109.

The Directors present their

reporttogether with the audited

consolidated financial statements

and the report of the auditor for

theyear ended 31 March 2024.

Kerin Williams

Company Secretary

20 June 2024

146 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Directors’ indemnification and insurance

The Company’s Articles of Association provide for the Directors and

officers of the Company to be appropriately indemnified, subject

tothe provisions of the Companies Act 2006. Qualifying third-party

indemnity provisions (as defined by section 234 of the Companies

Act 2006) were in force during the year ended 31 March 2024 and

remain in force at the date of signing this report. The Company

purchases and maintains insurance for the Directors and officers

ofthe Company in performing their duties, as permitted by section

233 Companies Act 2006. This insurance has been in place during

the year and remains in place at the date of signing this report.

Articles of Association

The Company’s latest Articles of Association were adopted at the

2021 AGM. The rules governing the appointment and replacement

of Directors are contained in the Company’s Articles of Association.

Changes to the Articles of Association must be approved by

shareholders in accordance with legislation in force from time

totime. A copy of the Company’s Articles of Association can

befound on the Company’s website, www.nrr.co.uk.

Significant interests

The table below shows the interests in shares notified to the

Company in accordance with Chapter 5 of the Disclosure Guidance

and Transparency Rules issued by the Financial Conduct Authority.

As at 31 March 2024 and as at 18 June 2024 (being the latest

practicable date prior to publication of the Annual Report):

As at 31 March 2024

Shareholder Number of shares % of issued Share Capital

FIL Limited 31,286,771 10.11%

Premier Miton 15,803,355 5.07%

BlackRock Inc 15,553,726 5.00%

IntegraFin Holdings 15,623,426 4.99%

M&G Plc 15,404,761 4.99%

Farringdon Capital

Management 11,909,919 3.83%

As at 18 June 2024

Shareholder Number of shares % of issued Share Capital

FIL Limited 38,096,001 12.27%

Premier Miton 15,803,355 5.07%

M&G Plc 15,404,761 4.99%

IntegraFin Holdings 15,623,426 4.99%

Farringdon Capital

Management 11,909,919 3.83%

Internal controls review

Taking into account the principal risks, emerging risks and the ongoing

work of the Audit Committee in monitoring the risk management

and internal control systems on behalf of the Board, theDirectors:

• are satisfied that they have carried out a robust assessment

ofthe principal and emerging risks facing the Group, including

those that would threaten its business model, future performance,

solvency or liquidity; and

• have reviewed the effectiveness of the risk management and

internal control systems and no significant failings were identified.

Additional Information

The Strategic Report is set out on pages 2 to 103 and is

incorporated into the Directors’ Report by reference. Additional

information which is incorporated by reference into this Directors’

Report, including information required in accordance with the

Companies Act 2006 and the Listing Rule 9.8.4R of the UK Financial

Conduct Authority’s Listing Rules, can be located as follows:

Page numbers

s.172 statement Page 57

Staff, culture and

employeeinvolvement

Staff - pages 56 to 58 and 111

Directors’ interests Pages 140 to 143 of the Directors’

Remuneration Report

Stakeholder engagement Strategic Report - pages 56 to 65,

Governance Report - page 112,113 and

117

Environmental policy ESG Report - pages 66 to 92

Greenhouse gas emissions ESG Report - page 73

Future business

developments

Strategic Report - pages 2 to 101

Financial risk management

objectives and policies

Pages 93 to 101 and pages 178 to 181

Going concern Page 102 and 160

Viability statement Page 102

Governance report Pages 104 to 149

Diversity Pages 59, 82, 121 and 122

Listing rule:

9.8.4R (1)(2) (5-14)(B) Not applicable

9.8.4R (4) Long-Term Incentive Plans - pages

140 to 142

9.8.6R (9) & LR 14.3.33R(1) Page 122

Powers of Directors

Subject to the Company’s Articles of Association, UK legislation

and any directions given by special resolution, the business of the

Company is managed by the Board, which may exercise all the

powers of the Company.

The Board’s role is to provide entrepreneurial leadership of the

Company within a framework of prudent and effective controls

which enables risk to be assessed and managed. It also sets

the Group’s strategic aims, ensuring that the necessary financial

and human resources are in place for the Group to meet its

objectives and review management performance. The Board also

setsthe Group’s values, standards and culture. Further details

onthe Board’s role can be found in the Corporate Governance

Report on pages 104 to 145.

Directors’ interests

Details of the Directors’ share interests can be found in the Directors’

Remuneration Report on pages 140 to 143. All related party

transactions are disclosed in note 26 to the financial statements.

147NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Branches outside the UK

The Company has no branches outside the UK.

Financial instruments

The Group’s exposure to, and management of, capital risk,

market risk and liquidity risk is set out in note 24 to the Group’s

financial statements.

Share capital structure

As at 31 March 2024, the Company’s issued share capital consisted

of 313,686,292 ordinary shares of one penny each. No shares are

held in treasury. During FY23 Computershare Trustees (Jersey)

Limited, as Trustee of the NewRiver REIT plc Employee Benefit Trust

(the EBT), completed an EBT Share Purchase Programme to satisfy

existing, planned and anticipated exercises under the NewRiver

employee share schemes. The EBT purchased 3,411,259 shares in total.

As at 31 March 2024 the EBT held 3,317,219 ordinary shares. Therefore,

the total number of voting rights in the Company is 310,369,073. Further

details of the share capital, including changes throughout the year are

summarised in note 22 of the financial statements.

Ordinary shareholders are entitled to receive notice of, and

toattend and speak at, any general meeting of the Company.

On a show of hands, every shareholder present in person or by

proxy (or being a corporation represented by a duly authorised

representative) shall have one vote, and on a poll every shareholder

who is present in person or by proxy shall have one vote for every

share of which he or she is the holder. The Notice of Annual General

Meeting specifies deadlines for exercising voting rights and

appointing a proxy or proxies.

There are no restrictions on the transfer of shares except the UK

Real Estate Investment Trust restrictions. The Directors are not

aware of any agreements between holders of the Company’s

shares that may result in the restriction of the transfer of

securitiesor on voting rights.

Authority for the Company to purchase its

ownshares

Subject to authorisation by shareholder resolution, the Company

may purchase its own shares in accordance with the Companies

Act2006. Any shares which have been bought back may be held

astreasury shares or cancelled immediately upon completion of the

purchase. At the Annual General Meeting held in 2023, shareholders

authorised the Company to make purchases (within the meaning of

section 693 of the Companies Act 2006) of the Company’s ordinary

shares, up to a maximum of 10% of the issued share capital at that

time, as well as the allotment of new shares within certain limits

approved by shareholders. The Company has not repurchased any

of its ordinary shares under this authority, which is due to expire at

the AGM in 2024 and appropriate renewals will be sought.There

are no securities of the Company carrying special rights with

regards to the control of the Company in issue.

Change of control - significant agreements

The Company was not party to any significant contracts that are

subject to change of control permissions in the event of a change

of control, but other agreements may alter or terminate upon such

an event.

Compensation for loss of office in the event of

a takeover

The Company does not have any agreements with any Executive

Director or employee that would provide compensation for loss of

office or employment resulting from a takeover except that the

Group’s incentive plans and share plans contain provisions relating

to termination of employment. Further information is provided in the

Summary of the Directors’ Remuneration Policy set out on pages

132 to 133.

Auditor

Following a formal audit tender process PricewaterhouseCoopers

LLP will be stepping down as auditor in June 2024. The Board

hasrecommended the appointment of Mazars to replace

PricewaterhouseCoopers LLP as the Company’s auditor for the

shareholders to vote upon at the Annual General Meeting in August

2024.

Annual General Meeting

The Annual General Meeting will be held on 5 August 2024. At the

meeting, resolutions will be proposed to receive the Annual Report

and financial statements, approve the Directors’ Remuneration

Report, re-elect Directors and appoint an auditor and authorise the

Audit Committee to determine the remuneration of the auditor.

Inaddition, it will be proposed that expiring authorities to allot

shares and to repurchase shares are extended. An explanation of

the resolutions to be put to the shareholders at the 2024 AGM and

the recommendations in relation to them will be set out in the 2024

AGM Notice.

Political donations

No political donations were made by the Company or its

subsidiaries during the year (2023: Nil).

The Directors’ Report was approved by the Board of Directors on

20 June 2024.

By Order of the Board

Kerin Williams

Company Secretary

20 June 2024

148 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Directors’ report continued

The Directors are responsible for preparing the Annual Report

andAccounts 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 financial statements in accordance with UK-adopted

international accounting standards and the Company financial

statements in accordance with United Kingdom Generally

AcceptedAccounting Practice (United Kingdom Accounting

Standards, comprising FRS 101 “Reduced Disclosure Framework”,

andapplicable law).

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 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 for the Group financial statements

and United Kingdom Accounting Standards comprising FRS 101

have been followed for the Company financial statements,

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

Each of the Directors, whose names and functions are listed in the

Governance Report confirm that, to the best of their knowledge:

• the Group financial statements, which have been prepared in

accordance with UK-adopted international accounting standards,

give a true and fair view of the assets, liabilities, financial position

and profit of the Group;

• the Company financial statements, which have been prepared

in accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilities and financial position 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.

The confirmation is given and should be interpreted in accordance

with the provisions of section 418 of the Companies Act 2006.

By Order of the Board

Lynn Fordham

Non-Executive Chair

20 June 2024

Statement of Directors’ responsibilities

in respect of the financial statements

149NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Governance

Independent auditors’ report to the

members of NewRiver REIT plc

Our audit approach

Overview

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 Group financial

statements as a whole and the Company stand alone financial

statements, taking into account the structure of the Group, the

accounting processes and controls and the industry in which the

Group operates.

Key audit matters

• Valuation of investment properties (Group)

• Valuation of investment in subsidiaries (Company)

Materiality

• Overall Group materiality: £7.6m (2023: £7.8m) based on 1% of

Group total assets.

• Specific Group materiality: £1.1m (2023: £1.2m), based on 5% of

Group EPRA earnings

• Overall Company materiality: £8.2m (2023: £8.1m) based on 1% of

Company total assets.

• Performance materiality: £5.7m (2023: £5.8m) (Group), specific

Group performance materiality £0.9m (2023: £0.9m) and

Company performance materiality £6.2m (2023: £6.1m)

(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.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Report on the audit of the

financialstatements

Opinion

In our opinion:

• NewRiver REIT 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 March 2024 and of the Group’s profit and the Group’s

cash flows for the year then ended;

• the Group financial statements have been properly prepared in

accordance with UK-adopted international accounting standards

as applied in accordance with the provisions of the Companies

Act 2006;

• the Company financial statements have been properly prepared

in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

including FRS 101 “Reduced Disclosure Framework”, and

applicable law); and

• the financial statements 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 and Company Balance Sheets as at 31 March

2024; the Consolidated Statement of Comprehensive Income, the

Consolidated Cash Flow Statement and the Consolidated and

Company Statements of Changes in Equity 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 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.

Other than those disclosed in Note 6, we have provided no

non-audit services to the Company or its controlled undertakings in

the period under audit.

150 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Auditors’ report

Key audit matter How our audit addressed the key audit matter

Valuation of investment properties (Group)

Refer to Audit Committee Report, Note 1 – Accounting

policies, Note 2 – Critical accounting judgements and

estimates, Note 14 – Investment properties and Note 16

– Investment in associates.

The Group owns and manages a portfolio of commercial

assets within the UK with a focus on shopping centres

and retail parks. The total value of the portfolio as at 31

March 2024, excluding right of use investment property

assets but including assets held on a proportionally

consolidated basis within associates (2023: joint ven-

tures and associates), was £543.8 million (2023: £593.6

million), of which £533.8m is held within subsidiaries and

£10.0m is held within associates.

This was identified as a key audit matter given the valua-

tion of the portfolio is inherently subjective and complex

due to, among other factors, the individual nature of

each property, its location, and the expected future

rental streams for that particular property, together with

considerations around the impact of climate change.

The wider challenges facing the retail real estate

market, including changing consumer habits and the

impact of macroeconomic factors, further contributed

to the subjectivity for the year ended 31 March 2024.

The valuations were carried out by external valuers,

Colliers, Knight Frank and Kroll, in accordance with RICS

Valuation – Professional Standards and the Group’s

accounting policies which incorporate the requirements

of International Accounting Standard 40 ‘Investment

Property’ and IFRS 13 ‘Fair value measurement’.

The properties’ fair value is primarily determined by their

investment value reflecting the fact that the properties

are largely existing operational properties currently

generating rental income.

In determining the valuation of investment property,

the valuers consider property specific information

such as the current tenancy agreements and rental

income. They then apply judgemental assumptions

such as estimated rental value (‘ERV’) and yield, which

are influenced by prevailing market yields and, where

appropriate, comparable market transactions to arrive

at the final valuation. Due to the unique nature of each

property, the judgemental assumptions to be applied

are determined having regard to the individual property

characteristics at a detailed tenant by tenant level, as

well as considering the qualities of the property.

Given the material size of the investment property as-

sets and the level of estimation involved, we considered

this to be a key audit matter for the Group.

Given the inherent subjectivity in the valuation of investment properties, the need for deep mar-

ket knowledge when determining the most appropriate assumptions and the technicalities of the

valuation methodology, we engaged our internal valuation experts, who are qualified chartered

surveyors, to assist us in our audit of this matter.

Assessing the valuers’ expertise and objectivity

We assessed the external valuers’ qualifications and expertise and read their terms of engage-

ment with the Group to determine whether there were any matters that might have affected their

objectivity, such as the length of their relationship with the Group, or that may have imposed

scope limitations on their work. We also considered fee arrangements between the external

valuers and the Group, and other engagements which might exist between the Group and the

valuers. We found no evidence to suggest that the objectivity of the external valuers in their

performance of the valuations was compromised.

Data provided to the valuers

We checked the accuracy of the underlying lease data and capital expenditure used by the exter-

nal valuers in their valuation of the portfolio by tracing the data back to the relevant accounting

records and signed leases on a sample basis. No exceptions were identified from this work.

Assumptions and estimates used by the valuers

We read the external valuation reports and confirmed that the valuation approach for each was

in accordance with RICS standards and suitable for use in determining the final value for the

purpose of the financial statements. We held discussions with the external valuers to discuss and

challenge the valuation process, the key assumptions, including any special assumptions and

the rationale behind the more significant valuation movements during the year. It was evident

from our interaction with the external valuers and from our review of the valuation reports, that

close attention had been paid to the individual characteristics of each property, such as the

overall quality of the tenant base, latest leasing activity and geographic location, depending on

the type of asset being valued. We also challenged the external valuers on the extent to which

recent market transactions and expected rental values took into account the potential impact of

climate change and related ESG considerations. We obtained details of each property and set

an expected range for yield and capital value movement, determined by reference to published

benchmarks and using our experience and knowledge of the market. We compared the yield

and capital value movement of each property with our expected range. We also considered the

reasonableness of other assumptions that are not so readily comparable with published bench-

marks, such as ERV. When assumptions were outside of the expected range, or where the capital

value for an asset was above a set monetary threshold, we undertook further investigations and,

when necessary, obtained corroborating evidence to support the explanations received. This

enabled us to assess the property specific factors that had an impact on the value, including

recent comparable transactions where appropriate, to conclude on the reasonableness of the

assumptions utilised.

Overall findings

We found that the key valuation assumptions and movements in the valuations were predom-

inantly consistent with comparable benchmarking information for the asset type. Assumptions

were applied appropriately, reflected comparable market transactions, where available, and

included consideration of the impact of climate change and a range of other external factors.

Where assumptions did not fall within our expected range, we were satisfied that the variances

were due to property specific factors. We concluded that the valuations were supportable in light

of these factors. We have no matters to report in respect of this work.

Valuation of investment in subsidiaries (Company)

Refer to Note A – Accounting policies and Note B –

Investment in subsidiaries.

The Company holds investment in subsidiaries amount-

ing to £321.9 million as at 31 March 2024 (2023: £323.9

million). The Company’s accounting policy is to hold

its investment in subsidiaries at cost less provision for

cumulative impairments. The Company has recognised

a net impairment of £2.0 million (2023: impairment of

£6.0 million).

Given the material size of the investment, the net invest-

ment impairment and the level of estimation involved,

we considered this to be a key audit matter for the

Company.

We obtained the Company’s assessment of the valuation of investment in subsidiaries as at 31

March 2024 and performed the following:

• Assessed the accounting policy for investment in subsidiaries and verified that the

methodology used by the Directors in arriving at the valuation of each subsidiary was

compliant with FRS 101 “Reduced Disclosure Framework”;

• Identified the key judgement within the valuation of investment in subsidiaries to be the

valuation of investment properties. For details on our work on property valuations, refer to the

key audit matter above;

• Verified that the carrying values of investment properties had been appropriately included in

the assessment of the valuation of investment in subsidiaries; and

• Verified that the net impairment recognised had been appropriately calculated with reference

to the initial carrying value of the investment in subsidiaries and the recoverable amount.

Based on the work performed, we concur with the valuation of the investment in subsidiaries. We

evaluated the disclosures in the financial statements and found these to be appropriate.

151NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

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 owns and manages a portfolio of commercial assets

within the UK with a focus on shopping centres and retail parks

across the United Kingdom. These are held within a variety of

subsidiaries and associates. We have identified a single component

that makes up the Group. The single component was subject to a

full scope audit using our adopted materiality thresholds and all of

the work was performed by the Group team. These procedures,

together with additional procedures performed at the Group level

(including audit procedures over the consolidation and

consolidation adjustments), gave us the evidence we needed for

our opinion on the Group financial statements as a whole. In respect

of the audit of the Company, the Group audit team performed a full

scope statutory audit.

The impact of climate risk on our audit

As part of our audit we also made enquiries of management and its

valuation experts to understand the process they have adopted to

assess the potential impact of climate change on the business.

Management considers that climate change does not give rise to a

material financial statement impact in the current year. We used our

knowledge of the Group to evaluate management’s assessment

and concluded this was reasonable. We particularly considered how

climate change risks could impact the assumptions made in the

valuation of investment property. We also considered the

consistency of the climate change disclosures included in the

Annual Report, drawing on our knowledge of the business gained

through the audit process.

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 Financial statements – Company

Overall materiality

£7.6m (2023: £7.8m). £8.2m (2023: £8.1m).

How we determined it

1% of Group total assets 1% of Company total assets

Rationale for

benchmark applied

We determined materiality based on total assets

given the valuation of investment properties,

whether held directly or through associates, is the

key determinant of the Group's value. This

materiality was used in the audit of investing and

financing activities

Given the NewRiver REIT plc entity is primarily a

holding Company we determined total assets of

the Company to be the appropriate benchmark.

Specific materiality

£1.1m (2023: £1.2m) Not applicable

How we determined it

5% of the Group's 2024 EPRA earnings (2023: 5%

of the Group's 2023 EPRA earnings)

Not applicable

Rationale for

benchmark applied

In arriving at this materiality, we had regard to the

fact that EPRA earnings are a secondary financial

indicator of the Group (refer to note 12 of the

financial statements which includes a reconciliation

between IFRS and EPRA earnings). This materiality

was used in the audit of operating activities

Not applicable

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected 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 transactions and disclosures, for example in determining sample sizes. Our

performance materiality was 75% (2023: 75%) of overall materiality, amounting to £5.7m (2023: £5.8m) for the Group financial statements and

Company performance materiality £6.2m (2023: £6.1m) for the Company financial statements. Our performance materiality for operating

activities was 75% of specific materiality, amounting to £0.9m (2023: £0.9m) for the Group 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 Committee that we would report to them misstatements identified during our audit above £0.4m (Group audit)

(2023: £0.4m) for investing and financing activities, £0.1m (Group audit) (2023: £0.1m) for operating activities and £0.8m (Company audit)

(2023: £0.8m) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

152 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Auditors’ report continued

Conclusions relating to going concern

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:

• We agreed the underlying cash flow projections to Board

approved forecasts and assessed how these forecasts were

compiled. We compared the prior year forecasts to actual

performance to assess management’s ability to forecast

accurately;

• We evaluated the key assumptions within the projections, namely

forecast property valuations and the levels of forecast net

income, under both a base scenario and reasonable worst case

scenario. We considered whether the reasonable worst case

scenario included appropriate sensitivities to factor in severe but

plausible variances from the base scenario in respect of both

forecast property valuations and net income;

• We examined the minimum committed facility headroom under

the base and reasonable worst case scenarios, and evaluated

whether the Directors’ conclusion, that sufficient liquidity

headroom existed to continue trading operationally throughout a

period of at least 12 months from the date of approval of these

financial statements, was appropriate;

• We reviewed the terms of financing agreements to determine

whether forecast covenant calculations were in line with those

agreements and to determine whether the maturity profile of the

debt included within the projections was accurate;

• We obtained and reperformed the Group’s forecast covenant

compliance calculations, under both the base and reasonable

worst case scenarios to assess the Directors’ conclusions on

covenant compliance; and

• We reviewed the disclosures relating to the going concern basis

of preparation and we found that these provided an explanation

of the Directors’ assessment that was consistent with the

evidence we obtained.

Based on the work we have performed, we have not identified any

material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group’s

and the Company’s ability to continue as a going concern for a

period of at least twelve months from when the financial statements

are authorised for issue.

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.

However, because not all future events or conditions can be

predicted, this conclusion is not a guarantee as to the Group’s and

the Company’s ability to continue as a going concern.

In relation to the Directors’ reporting on how they have applied the

UK Corporate Governance Code, 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.

Our responsibilities and the responsibilities of the Directors with

respect to going concern are described in the relevant sections of

this report.

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 March 2024 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 Remuneration Committee Report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

153NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

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 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 Governance Report is

materially consistent with the financial statements and our

knowledge obtained during the audit, and 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

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.

154 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Auditors’ report continued

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 UK FCA Listing Rules, 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 tax legislation including the Real Estate Investment Trust

(REIT) requirements and the UK Companies Act 2006 requirements.

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 and

management bias in accounting estimates and judgemental areas

of the financial statements such as the valuation of investment

properties. Audit procedures performed by the engagement team

included:

• Discussions with management and those charged with

governance, including consideration of known or suspected

instances of non-compliance with laws and regulation and fraud;

• Reviewing minutes of meetings of those charged with

governance;

• Evaluation of management’s controls designed to prevent and

detect irregularities;

• Designing audit procedures to incorporate unpredictability into

our testing;

• Evaluation of the Group’s compliance with the REIT requirements;

• Challenging assumptions and judgements made by management

in their significant accounting estimates, in particular in relation to

the valuation of investment property (see related key audit matter

above);

• Identifying and testing journal entries, in particular any journal

entries posted with unusual account combinations; and

• Reviewing financial statement disclosures and testing to

supporting documentation to assess compliance with applicable

laws and regulations.

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

Remuneration Committee 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

Following the recommendation of the Audit Committee, we were

appointed by the members on 4 July 2019 to audit the financial

statements for the year ended 31 March 2020 and subsequent

financial periods. The period of total uninterrupted engagement is

five years, covering the years ended 31 March 2020 to 31 March

2024.

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.

Robert Wilkinson (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

20 June 2024

155NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2024

Financial statements

		Year ended 31 March 2024			Year ended 31 March 2023
		Operating	Fair value		Operating	Fair value
		andfinancing	adjustments	Total	and financing	adjustments	Total
		2024	2024	2024	2023	2023	2023
	Notes	£m	£m	£m	£m	£m	£m
Revenue	4	65.0	–	65.0	72.2	–	72.2
Property operating expenses*	5	(20.9)	–	(20.9)	(25.1)	–	(25.1)
Net property income		44.1	–	44.1	47.1	–	47.1
Administrative expenses	6	(12.4)	–	(12.4)	(12.6)	–	(12.6)
Other income	7	0.4	–	0.4	1.4	–	1.4
Share of profit from joint ventures	15	0.5	–	0.5	2.4	0.6	3.0
Share of profit from associates	16	0.3	–	0.3	0.1	0.2	0.3
Net property valuation movement	14	–	(13.9)	(13.9)	–	(38.2)	(38.2)
Loss on disposal of joint venture	8	(2.3)	–	(2.3)	–	–	–
Loss on disposal of investment properties	9	(3.8)	–	(3.8)	(3.8)	–	(3.8)
Operating profit/(loss)		26.8	(13.9)	12.9	34.6	(37.4)	(2.8)
Finance income	10	5.4	–	5.4	1.4	–	1.4
Finance costs	10	(15.3)	–	(15.3)	(15.4)	–	(15.4)
Profit/(loss) for the year before taxation		16.9	(13.9)	3.0	20.6	(37.4)	(16.8)
Taxation	11	–	–	–	–	–	–
Profit/(loss) for the year		16.9	(13.9)	3.0	20.6	(37.4)	(16.8)
Total comprehensive profit/(loss) for the year				3.0			(16.8)
There are no items of other comprehensive income for the current or prior year
Earnings/(loss) per share
Basic (pence)	12			1.0			(5.4)
Diluted (pence)	12			1.0			(5.4)

* Included in property operating expenses is an expected credit loss reversal of £nil (2023: £0.1 million) relating to debtors.

The notes on pages 160 to 182 form an integral part of these financial statements.

156 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Consolidated Balance Sheet

As at 31 March 2024

Notes

		2024	2023
		£m	£m
Non-current assets
Investment properties	14	608.7	627.3
Right of use asset	21	0.7	0.9
Investments in joint ventures	15	0.1	23.8
Investments in associates	16	5.6	5.5
Property, plant and equipment		0.3	0.4
Total non-current assets		615.4	657.9
Current assets
Trade and other receivables	17	11.4	15.0
Cash and cash equivalents	18	132.8	108.6
Total current assets		144.2	123.6
Total assets		759.6	781.5
Equity and liabilities
Current liabilities
Trade and other payables	19	26.3	29.5
Lease liability	21	0.4	0.4
Total current liabilities		26.7	29.9
Non-current liabilities
Lease liability	21	75.2	76.3
Borrowings	20	296.6	296.7
Total non-current liabilities		371.8	373.0
Net assets		361.1	378.6
Equity
Share capital	22	3.1	3.1
Share premium	22	4.0	2.4
Merger reserve	22	(2.3)	(2.3)
Investment in own shares	22	(3.0)	–
Retained earnings	22	359.3	375.4
Total equity		361.1	378.6
Net Asset Value (NAV) per share (pence)
Basic	12	116p	122p
Diluted	12	115p	121p
EPRA NTA	12	115p	121p

The notes on pages 160 to 182 form an integral part of these financial statements.

The financial statements on pages 156 to 182 were approved by the Board of Directors on 20 June 2024 and were signed on its behalf by:

Allan Lockhart

Chief Executive Officer

Will Hobman

Chief Financial Officer

Registered number: 10221027

157NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Consolidated Cash Flow Statement

For the year ended 31 March 2024

	2024	2023
	£m	£m
Cash flows from operating activities
Profit / (loss) for the year before taxation	3.0	(16.8)
Adjustments for:
Loss on disposal of investment property	3.8	3.8
Net valuation movement	13.9	38.2
Net valuation movement in joint ventures	–	(0.6)
Net valuation movement in associates	–	(0.2)
Share of profit from joint ventures	(0.5)	(2.4)
Share of profit from associates	(0.3)	(0.1)
Loss on disposal of joint venture	2.3	–
Net interest expense	9.9	14.0
Rent free lease incentives	0.1	0.2
Movement in expected credit loss	–	(0.1)
Capitalisation of legal and letting fees	(0.3)	(0.1)
Depreciation on property plant and equipment	0.3	0.8
Share-based payment expense	1.5	0.9
Cash generated from operations before changes in working capital	33.7	37.6
Changes in working capital
Decrease in trade and other receivables	1.1	3.0
Decrease in payables and other financial liabilities	(3.1)	(4.3)
Cash generated from operations	31.7	36.3
Interest paid	(15.1)	(14.1)
Interest income*	5.0	1.2
Dividends received from joint ventures	0.9	3.2
Dividends received from associates	0.2	0.4
Net cash generated from operating activities	22.7	27.0
Cash flows from investing activities
Return of investment from associate	–	2.3
Disposal proceeds from joint venture	21.0	–
Disposal of investment properties	8.7	19.5
Development and other capital expenditure	(6.1)	(2.9)
Purchase of plant and equipment	–	(0.1)
Net cash generated from investing activities	23.6	18.8
Cash flows from financing activities
Repayment of principal portion of lease liability	(0.4)	(0.4)
Purchase of own shares	(3.0)	–
Dividends paid – ordinary	(18.7)	(19.6)
Net cash used in financing activities	(22.1)	(20.0)
Cash and cash equivalents at beginning of the year	108.6	82.8
Net increase in cash and cash equivalents	24.2	25.8
Cash and cash equivalents at 31 March	132.8	108.6

* Interest income has been reclassified from investing activities to operating activities in both the current and prior yearas a result of a change in accounting policies, see note 1 to the accounts

The notes on pages 160 to 182 form an integral part of these financial statements.

158 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Consolidated Statement Of Changes In Equity

For the year ended 31 March 2024

Notes

					Investment in	Retained
		Share capital	Share premium	Merger reserve	own shares	earnings
		£m	£m	£m	£m	£m	Total £m
As at 1 April 2022		3.1	1.1	(2.3)	–	412.2	414.1
Loss for the year after taxation		–	–	–	–	(16.8)	(16.8)
Total comprehensive loss for the year
after taxation		–	–	–	–	(16.8)	(16.8)
Transactions with equity holders
Issue of new shares		–	1.3	–	–	–	1.3
Share-based payments		–	–	–	–	0.9	0.9
Dividends paid	13	–	–	–	–	(20.9)	(20.9)
As at 31 March 2023		3.1	2.4	(2.3)	–	375.4	378.6
Profit for the year after taxation		–	–	–	–	3.0	3.0
Total comprehensive profit for the year
after taxation		–	–	–	–	3.0	3.0
Transactions with equity holders
Issue of new shares		–	1.6	–	–	–	1.6
Purchase of own shares	22	–	–	–	(3.0)	–	(3.0)
Share-based payments		–	–	–	–	1.2	1.2
Dividends paid	13	–	–	–	–	(20.3)	(20.3)
As at 31 March 2024		3.1	4.0	(2.3)	(3.0)	359.3	361.1

The notes on pages 160 to 182 form an integral part of these financial statements.

159NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the Consolidated Financial Statements

1. Accounting policies

General information

NewRiver REIT plc (the ‘Company’) and its subsidiaries (together the

‘Group’) is a property investment group specialising in commercial

real estate in the UK. The Company is registered and domiciled in

the UK and the registered office of the Company is 89 Whitfield

Street, London, W1T 4DE.

Summary of material accounting policies

The principal accounting policies applied in the preparation of these

consolidated financial statements are set out below. These policies

have been consistently applied to all years presented.

Basis of preparation

These consolidated financial statements have been prepared on

the going concern basis, in accordance with UK-adopted

International Accounting Standards and within the requirements of

the Companies Act 2006.

Going concern

The Group and Company’s going concern assessment considers

the Group and Company’s principal risks, and is dependent on

a number of factors, including cashflow and liquidity, continued

access to borrowing facilities and the ability to continue to operate

the Group and Company’s unsecured debt structure within its

financial covenants. The Group and Company’s balance sheet is

unsecured, which means that none of its debt is secured against

any of its property assets. This type of financing affords significant

operational flexibility and the only debt currently drawn by the

Group is the £300 million unsecured corporate bond which matures

in March 2028. This bond has financial covenants that the Group

is required to comply with including an LTV covenant of less than

65% and a 12 month historical interest cover ratio of more than 1.5x.

The going concern assessment is based on a 12 month outlook

from the date of the approval of these financial statements, using

the Group and Company’s Board approved budget, flexed to

create a reasonable worst case scenario, which includes the

key assumptions listed below.

• Capital values to decrease a further 5.0% during FY25 and

remain flat throughout the remainder of the forecast horizon,

in contrast to the decline of (2.3)% across the portfolio in FY24,

the majority of which related to the impact of cost inflation

on valuations for the regeneration portfolio or out Work Out

portfolio, which we are committed to exit or turnaround, with

modest growth recorded across our Core Shopping Centres

and Retail Parks;

• A 15% reduction in net income. This reflects a significant

downside given rent collection rates have now stabilised at 99%

for FY24 and FY23 rental billings, back to pre-Covid levels, and

occupancy rates have reached their highest ever levels at 98%;

• No disposal proceeds are assumed throughout the forecast

period which have not yet completed at the time of reporting,

despite the completion of £23 million of disposals during FY23

and £38 million during FY24 and £3 million of retail disposals

completed post year end. Similarly no assumption is made for the

deployment of any surplus capital available as at 31 March 2024

and the growth and returns that would generate;

Under this scenario, the Group and Company is forecast to maintain

sufficient cash and liquidity resources and remain compliant with its

financial covenants over the going concern period. Further stress

testing was performed on this scenario which demonstrated that the

Group and Company’s drawn debt covenants could absorb a further

valuation decline of 46% or a further 57% reduction in annual net

rental income before breaching covenant levels. The Group and

Company maintains sufficient cash and liquidity reserves to continue

in operation and pay its liabilities as they fall due throughout the

going concern assessment period and as such the Directors

conclude a going concern basis of preparation is appropriate

Cash flow statement

The Group has reported the cash flows from operating activities using

the indirect method. The acquisition of properties are presented

within investing cash flows and interest paid is presented within

operating cash flows because this most appropriately reflects the

Group’s business activities. Interest received had previously been

presented within investing cash flows but have been re-classified

as operating cash flows as this better reflects the operations of

the Group.

Preparation of the consolidated

financial statements

The consolidated financial statements incorporate the financial

statements of the Company and its subsidiaries controlled by the

Company, made up to 31 March each year. Control is achieved

when the Company is exposed, or has rights, to variable returns

from its involvement with the entity and has the ability to affect

those returns through its power over the investee.

The consolidated financial statements account for interest in joint

ventures and associates using the equity method of accounting per

IFRS 11 and IAS 28 respectively. The financial statements for the

year ended 31 March 2024 have been prepared on the historical

cost basis, except for the revaluation of investment properties.

New accounting policies

The Group has adopted the following amendments for the first time

in the year ended 31 March 2024:

• Classification of Liabilities as Current or Non-current

(Amendments to IAS 1)

• Definition of Accounting Estimates (Amendments to IAS 8)

• Deferred Tax – Related to assets and liabilities arising from

a single transactions (Amendments to IAS 12)

• Disclosure of Accounting Policies (Amendments to IAS 1 and

IFRS Practice Statement 2)

• Insurance contracts – (Amendments to IFRS 17)

Adopting these amendments has not impacted amounts recognised

in prior periods or are expected to have a material impact on the

current period or future periods based on the Group’s current

strategy. The accounting policies used are otherwise consistent

with those contained in the Group’s previous Annual Report and

Accounts for the year ended 31 March 2023, unless otherwise stated.

160 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Standards and amendments issued but

not yet effective

A number of new amendments have been issued but are not yet

effective for the current accounting period.

Effective for the year ended 31 March 2025;

• Leases on sale and leaseback (Amendment to IFRS 16)

• Non-current liabilities with covenants (Amendment to IAS 1)

• Supplier finance (Amendment to IAS 7 and IFRS 7)

No material impact is expected upon the adoption of these standards.

IFRIC Agenda Decision

In October 2022, the IFRS Interpretations Committee (‘IFRIC’)

released its decision on the application of IFRS 9 and IFRS 16

in relation to how a lessor should account for the forgiveness

of amounts due under leases. This concluded that for any rent

receivables that are past their due dates and subsequently forgiven,

the lessor should apply the expected credit loss (ECL) model in IFRS

9. Therefore, the forgiveness will be subject to the derecognition

and impairment requirements in IFRS 9, and the impact of relevant

receivable amounts written off reflected in the statement of

comprehensive income on the date that the legal rights are

conceded. Historically the Group has treated this as a lease

modification spread over the remaining lease term. The Group

is not materially impacted by this decision and therefore no

restatement of the prior year comparative is required.

In March 2022, IFRIC finalised its decision with respect to

the treatment of demand deposits with restriction on use, which

includes tenant rent deposits and service charge amounts collected

on behalf of tenants. It was concluded that such deposits which are

subject to contractual restrictions, meet the definition of ‘cash and

cash equivalents’ within the financial statements. In light of this

the Group performed a review of amounts disclosed as ‘restricted

monetary assets’ and tenant deposits and the conclusion was that

the presentation of these as ‘restricted monetary assets’ as adopted

previously was appropriate.

Revenue recognition

Property, rental and related income

Property, rental and related income from fixed and minimum

guaranteed rent reviews is recognised on a straight-line basis over

the entire lease term. Where such rental income is recognised

ahead of the related cash flow, an adjustment is made to ensure the

carrying value of the related property including the accrued rent

does not exceed the external valuation. Initial direct costs incurred

in negotiating and arranging a new lease are amortised on a

straight-line basis over the period from the date of lease

commencement to the expiry date of the lease.

Where a rent-free period is included in a lease, this is recognised

over the lease term, on a straight-line basis, as a reduction of rental

income.

Where a lease incentive payment or surrender premiums are paid

to enhance the value of a property, these are amortised on a

straight- line basis over the period from the date of lease

commencement to the expiry date of the lease as a reduction of

rental income. It is management’s policy to recognise all material

lease incentives and lease incentives greater than six months. Upon

receipt of a surrender premium for the early determination of a

lease, the profit, net of dilapidations and non-recoverable outgoings

relating to the lease concerned, is accounted for from the effective

date of the modification, being the date at which both parties agree

to the modification, considering any prepaid or accrued lease

payments relating to the original lease as part of the lease

payments for the new lease.

Letting costs are recognised over the lease term on a straight line

basis as a reduction of rental income.

Service charge income

Service charge income is recognised in accordance with IFRS 15.

This income stream is recognised in the period which it is earnt

and when performance obligations are satisfied.

IFRS 15 is based on the principle that revenue is recognised when

control passes to a customer. The majority of the Group’s income is

from tenant leases and is therefore outside of the scope of IFRS 15.

However, the standard applies to service charge income. Under

IFRS 15, the Group needs to consider the agent versus principal

guidance. The Group is principal in the transaction if they control

the specified goods or services before they are transferred to the

customer. In the provision of service charge, the Group has deemed

itself to be principal and therefore the consolidated statement of

comprehensive income and the consolidated balance sheet reflect

service charge income, expenses, trade and other receivables and

trade and other payables.

Asset management fees

Management fees are recognised in the consolidated statement

of comprehensive income as the services are delivered and

performance obligations met. The Group assesses whether the

individual elements of service in the agreement are separate

performance obligations. Where the agreements include multiple

performance obligations, the transaction price will be allocated to

each performance obligation.

Car park income

Car park income is recognised in accordance with IFRS 15.

This income stream is recognised in the period in which it is

earnt and when performance obligations are satisfied.

Other income

Other income is recognised in accordance with IFRS 15. This income

stream is recognised in the period in which it is earnt and when

performance obligations are made. In the case of insurance other

income, this is recognised upon agreement with the insurer.

161NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

Promote payments

The Group is contractually entitled to receive a promote payment

should the returns from a joint venture or associate to the joint

venture or associate partner exceed a certain internal rate of return.

This payment is only receivable by the Group on disposal of

underlying properties held by the joint venture or associate or other

termination events. Any entitlements under these arrangements are

only accrued for in the financial statements once the Group believes

the above performance conditions have been met and there is no

risk of the revenue reversing.

IFRS 15

All revenue streams under IFRS 15 allocate transaction price against

performance obligations as they are satisfied. With the exception

of asset management fees, IFRS 15 revenue streams do not carry

variable consideration. There are no significant judgements in

applying IFRS 15. There are no significant payment terms on

any of the IFRS 15 revenue streams.

Service charge expense

Service charge expenses are recognised in the period in which they

are incurred.

Finance income and costs

Finance income and costs excluding fair value derivative

movements, are recognised using the effective interest rate

method. The effective interest rate method is a method of

calculating the amortised cost of a financial asset or financial

liability and of allocating the interest income or interest expense

over the relevant period. The effective interest rate is the rate that

discounts estimated future cash payments or receipts throughout

the expected life of the financial instrument, or a shorter period

where appropriate, to the net carrying amount of the financial

asset or financial liability.

Taxation

Income tax

The current income tax charge is calculated on the basis of the tax

laws enacted or substantively enacted at the date of the balance

sheet. Tax is recognised in the consolidated statement of

comprehensive income.

Deferred tax

Any deferred tax provided is based on the expected manner

of realisation or settlement of the carrying amount of assets and

liabilities, using tax rates that are expected to apply in the period

when the liability is settled or the asset is realised. A deferred tax

asset is recognised only to the extent that it is probable that future

taxable profits will be available against which the asset can

be utilised.

Investment properties

These properties include completed properties that are generating

rent or are available for rent, and development properties that

are under development or available for development. Investment

properties comprise freehold and leasehold properties and are

first measured at cost (including transaction costs), then revalued

to market value at each reporting date by independent professional

valuers. Leasehold properties are shown gross of the leasehold

payables (and accounted for as right-of-use asset under IFRS 16,

see Leases accounting policy). Valuation gains and losses in a

period are taken to the consolidated statement of comprehensive

income. As the Group uses the fair value model, as per IAS 40

Investment Properties, no depreciation is provided. An asset will

be classified as held for sale within investment properties, in line

with IFRS 5 Non-Current Assets Held for Sale and Discontinued

Operations, where the asset is available for immediate sale in

its present condition and the sale is highly probable.

Property, plant and equipment

Fixtures and equipment are stated at cost less accumulated

depreciation and any recognised impairment loss. Depreciation

is recognised over the useful lives of the equipment, using the

straight-line method at a rate of between 10% to 25% depending

on the useful life.

Depreciation is recognised so as to write off the cost or valuation

of assets less their residual values over their useful lives on the

following bases:

• Fixtures and fittings 20% on a straight line basis depending on

the useful life

• Office equipment 33% on a straight line basis

Joint ventures

Interests in joint ventures are accounted for using the equity

method of accounting. The Group’s joint ventures are entities over

which the Group has joint control with a partner. Investments in joint

ventures are carried in the consolidated balance sheet at cost as

adjusted by post-acquisition changes in the Group’s share of the

net assets of the joint venture, less any impairment or share of

income adjusted for dividends. In assessing whether a particular

entity is controlled, the Group considers all of the contractual terms

of the arrangement, whether it has the power to govern the financial

and operating policies of the joint venture so as to obtain benefits

from its activities, and the existence of any legal disputes or

challenges to this joint control in order to conclude whether

the Group jointly controls the joint venture.

Associates

Interests in associates are accounted for using the equity method

of accounting. The Group’s associates are entities over which

the Group has significant influence with a partner. Investments in

associates are carried in the consolidated balance sheet at cost

as adjusted by post-acquisition changes in the Group’s share of the

net assets of the associates, less any impairment or share of income

adjusted for dividends. In assessing whether a particular entity is

controlled or has significant influence, the Group considers all of the

contractual terms of the arrangement, whether it has the power to

govern the financial and operating policies of the associate so as

to obtain benefits from its activities.

162 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Leases

At inception, the Group assesses whether a contract is or contains a

lease. This assessment involves the exercise of judgement about

whether the Group obtains substantially all the economic benefits

from the use of that asset, and whether the Group has the right to

direct the use of the asset.

The Group recognises a right-of-use (“ROU”) asset and the lease

liability at the commencement date of the lease. The ROU asset is

initially measured based on the present value of lease payments,

plus initial direct costs and the cost of obligations to restore the

asset, less any incentives received.

Lease payments generally include fixed payments and variable

payments that depend on an index (such as an inflation index).

Each lease payment is allocated between the liability and finance

cost. The lease payments are discounted using the interest rate

implicit in the lease if that rate can be readily determined or if not,

the incremental borrowing rate is used. The finance cost is charged

to profit or loss over the lease period so as to produce a constant

rate of interest on the remaining balance of the liability for each

period.

The ROU asset is depreciated over the shorter of the lease term or

the useful life of the underlying asset. The ROU asset is subject to

testing for impairment if there is an indicator of impairment. ROU

assets that are not classified as investment properties are disclosed

on the face of the consolidated balance sheet on their own line, and

the lease liability included in the headings current and non-current

liabilities on the consolidated balance sheet.

Where the ROU asset relates to leases of land or property that

meets the definition of investment property under IAS 40 it has

been disclosed within the investment property balance. After initial

recognition, IAS 40 requires the amount of the recognised lease

liability, calculated in accordance with IFRS 16, to be added back to

the amount determined under the net valuation model, to arrive at

the carrying amount of the investment property under the fair value

model. Differences between the ROU asset and associated lease

liability are taken to the consolidated statement of comprehensive

income.

The Group has elected not to recognise ROU assets and liabilities

for leases where the total lease term is less than or equal to

12 months, or for low value leases of less than £3,000. The

payments for such leases are recognised in the consolidated

statement of comprehensive income on a straight-line basis over

the lease term.

Financial instruments

Financial assets

The Group classifies its financial assets as fair value through profit

or loss or amortised cost, depending on the purpose for which the

asset was acquired and based on the business model test. Financial

assets carried at amortised cost include tenant receivables which

arise from the provision of goods and services to customers. These

are initially recognised at fair value plus transaction costs that are

directly attributable to their acquisition or issue and are

subsequently carried at amortised cost, less provision for

impairment. Impairment provisions for receivables are recognised

based on the simplified approach within IFRS 9 using a provision

matrix in the determination of the lifetime expected credit losses.

The probability of tenant default and subsequent non-payment of

the receivable is assessed. If it is determined that the receivable will

not be collectable, the gross carrying value of the asset is written off

against the associated provision. If in a subsequent year the amount

of the impairment loss decreased and the decrease can be related

objectively to an event occurring after the impairment was

recognised, the previously recognised impairment loss is reversed

to the extent that the carrying value of the asset does not exceed its

amortised costs at the reversal date. The Group’s financial assets

measured at amortised cost comprise trade and other receivables

and cash and cash equivalents.

Financial assets are derecognised only when the contractual rights

to the cash flows from the financial asset expire or the Group

transfers substantially all risks and rewards of ownership.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, cash in transit,

deposits held on call with financial institutions, other short-term,

highly liquid investments with original maturities of three months or

less that are readily convertible into known amounts of cash and

which are subject to an insignificant risk of change in value, and

bank overdrafts. Bank overdrafts are shown within borrowings

in current liabilities in the consolidated balance sheet.

Financial liabilities

The Group classifies its financial liabilities at amortised cost. A

financial liability is derecognised when the obligation under the

liability is discharged or cancelled or expires.

All loans and borrowings are classified as other liabilities. Initial

recognition is at fair value less directly attributable transaction costs.

After initial recognition, interest bearing loans and borrowings are

subsequently measured at amortised costs using the effective

interest method.

Financial liabilities included in trade and other payables are

recognised initially at fair value and subsequently at amortised cost.

The financial instruments classified as financial liabilities at fair value

through profit or loss include interest rate swap and cap

arrangements. Recognition of the derivative financial instruments

takes place when the contracts are entered into. They are

recognised at fair value and transaction costs are included directly

in finance costs.

The fair value of a non-interest bearing liability is its discounted

repayment amount. If the due date of the liability is less than one

year, discounting is omitted.

Value added tax

Revenues, expenses and assets are recognised net of the amount

of value added tax except:

Where the value added tax incurred on a purchase of assets or

services is not recoverable from the taxation authority, in which

case the value added tax is recognised as part of the cost of

acquisition of the asset or as part of the expense item as applicable;

and receivables and payables that are stated with the amount of

value added tax included. The net amount of value added tax

recoverable from, or payable to, the taxation authority is included as

part of receivables or payables in the consolidated balance sheet.

163NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

Share capital

Shares are classified as equity when there is no obligation to

transfer cash or other assets. The cost of issuing share capital is

recognised directly in equity against the proceeds from issuing

the shares.

Share-based payments

The cost of equity settled transactions is measured with

reference to the fair value at the date at which they were granted.

Where vesting performance conditions are non-market based,

the fair value excludes the effect of these vesting conditions

and an estimate is made at each year end date of the number

of instruments expected to vest. The fair value is recognised over

the vesting period in the consolidated statement of comprehensive

income, with a corresponding increase in equity. Any change to

the number of instruments with non-market vesting conditions

expected to vest is recognised in the consolidated statement

of comprehensive income for that period.

Employee Benefit Trust

The Group operates an Employee Benefit Trust for the exclusive

benefit of the Group’s employees. The investment in the Company’s

shares held by the trust is recognised at cost and deducted from

equity. No gain or loss is recognised in the consolidated statement of

comprehensive income on the purchase, sale, issue or cancellation

of the shares held by the trust.

Dividends

Dividends to the Company’s shareholders are recognised when

they become legally payable. In the case of interim dividends, this

is when paid. In the case of final dividends, this is when approved

by equity holders.

Business combinations

The Group applies the acquisition method to account for

business combinations. The cost of the acquisition is measured

at the aggregate of the fair values, at the date of completion, of

assets given, liabilities incurred or assumed, and equity instruments

issued by the Group in exchange for control of the acquired. The

acquiree’s identifiable assets, liabilities and contingent liabilities

that meet the conditions for recognition under IFRS are recognised

at their fair value at the acquisition. Where the fair value of the

consideration is less than the fair value of the identifiable assets

and liabilities then the difference is recognised as a bargain

purchase in the consolidated statement of comprehensive income.

Where properties are acquired through corporate acquisitions, each

transaction is considered by management in light of the substance

of the acquisition to determine whether the acquisition is a business

combination or an asset acquisition. If a transaction is determined to

be an asset acquisition then it is accounted for at cost.

2. Critical accounting judgements and

estimates

The preparation of financial statements requires management to

make estimates and judgements affecting the reported amounts of

assets and liabilities, of revenues and expenses, and of gains and

losses. The key assumptions concerning the future, and other key

sources of estimation uncertainty at the end of the reporting period,

that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial

year, are discussed below. Estimates and judgements are

continually evaluated and are based on historical experience

as adjusted for current market conditions and other factors.

Significant judgements

REIT Status

NewRiver is a Real Estate Investment Trust (REIT) and does not

pay tax on its property income or gains on property sales, provided

that at least 90% of the Group’s property income is distributed as a

dividend to shareholders, which becomes taxable in their hands. In

addition, the Group has to meet certain conditions such as ensuring

the property rental business represents more than 75% of total

profits and assets. Any potential or proposed changes to the

REIT legislation are monitored and discussed with HMRC. It is the

Directors judgement that the Group has met the REIT conditions

in the year.

Sources of estimation uncertainty

Investment property

The Group’s investment properties are stated at fair value.

The assumptions and estimates used to value the properties

are detailed in note 14. Small changes in the key estimates, such

as yield and the estimated rental value, can have a significant

impact on the valuation of the investment properties, and therefore

a significant impact on the consolidated balance sheet and key

performance measures such as Net Tangible Assets per share.

Rents and ERVs have a direct relationship to valuation, while yield

has an inverse relationship. Estimated costs of a development

project will inversely affect the valuation of development properties.

There are interrelationships between all these unobservable inputs

as they are determined by market conditions. The existence of an

increase in more than one unobservable input could be to magnify

the impact on the valuation, see note 14 for sensitivity analysis.

The estimated fair value may differ from the price at which the

Group’s assets could be sold. Actual realisation of net assets could

differ from the valuation used in these financial statements, and the

difference could be significant.

3. Segmental reporting

The Group operates as one segment, the retail business. The retail

investments comprise predominantly shopping centres and retail

parks. The Group’s Executive Committee examines the Group’s

performance, and has identified retail as the only operating

segment. The performance and position of the retail business is

set out in the condensed consolidated statement of comprehensive

income and condensed consolidated balance sheet. All the Group’s

operations are in the UK and therefore no geographical segments

have been identified.

164 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

4 . Revenue

	2024	2023
	£m	£m
Property rental and related income*	52.2	58.2
Amortisation of tenant incentives and letting costs	(1.5)	(1.5)
Surrender premiums and commissions	0.7	0.6
Rental related income	51.4	57.3
Asset management fees	2.5	1.5
Service charge income	11.1	13.4
Revenue	65.0	72.2

* Included within property rental and related income is car park income of £5.4 million (2023: £5.3 million) which falls under the scope of IFRS 15. The remainder of the income is recognised by IFRS 16.

Asset management fees and service charge income which represents the flow through costs of the day-to-day maintenance of shopping

centres fall under the scope of IFRS 15.

5. Property operating expenses

	2024	2023
	£m	£m
Service charge expense	15.1	19.0
Rates on vacant units	1.7	2.7
Expected credit loss reversal	–	(0.1)
Other property operating expenses	4.1	3.5
Property operating expenses	20.9	25.1

6. Administrative expenses

	2024	2023
	£m	£m
Wages and salaries	5.6	5.2
Social security costs	0.9	0.9
Other pension costs	0.1	0.1
Staff costs	6.6	6.2
Depreciation*	0.3	0.8
Share-based payments	1.5	1.1
Other administrative expenses	4.0	4.0
Head office relocation costs**	–	0.5
Administrative expenses	12.4	12.6

* Depreciation is inclusive of £0.2 million (2023: £0.2 million) of right of use asset depreciation and £nil (2023: £0.2 million) impairment of the right of use asset.

** Head office relocation costs mainly relate to an impairment charge relating to property, plant and equipment.

Net administrative expenses ratio is calculated as follows:

2024

£m

2023

£m

Administrative expenses 12.4 12.6

Adjust for:

Asset management fees (2.5) (1.5)

Share of joint ventures’ and associates administrative expenses 0.1 0.1

Share based payments (1.5) (1.1)

Head office relocation costs – (0.5)

Group’s share of net administrative expenses 8.5 9.6

Property rental and related income* 52.3 58.0

Other income – Covid-19 income disruption insurance 0.4 1.4

Share of joint ventures’ and associates’ property income 1.5 3.6

Property rental, other income and related income 54.2 63.0

Net administrative expenses as a % of property income (including share of joint ventures and associates) 15.7% 15.2%

* This balance is made up of property rental and related income £52.2 million (2023: £58.2 million) which includes an expected credit loss of £nil (2023: £0.1 million) and excludes the

expected credit loss of £0.1 million on insurance (2023: £0.1 million reversal).

165NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

Average monthly number of staff

	2024	2023
Directors	7	7
Operations and asset managers	18	17
Support functions	27	27
Total	52	51

Auditors’ remuneration

	2024	2023
	£m	£m
Audit of the Company and consolidated financial statements	0.3	0.3
Audit of subsidiaries, pursuant to legislation	0.2	0.2
	0.5	0.5
Non-audit fees – interim review	0.1	0.1
Total fees	0.6	0.6

In addition to this the joint ventures and associates paid £0.1 million (2023: £0.1 million) in audit fees.

7. Other income

	2024	2023
	£m	£m
Insurance proceeds	0.4	1.4
Other income	0.4	1.4

The Group recognised £0.4 million (2023: £1.4 million) of Covid income disruption insurance proceeds following agreement with the insurer.

8. Loss on disposal of a joint venture

Year ended 31 March 2024

On 27 June 2023, the Group disposed its 50% share in the ‘Napier’ joint venture which owned Kittybrewster Retail Park in Aberdeen and

Glendoe and Telford Retail Parks in Inverness.

Included in the carrying value on disposal were investment properties of £32.2 million, cash of £1.3 million and third party debt of £(12.0) million.

	£m
Carrying value at 31 March 2023	23.6
Movement in the period 31 March 2023 to 27 June 2023	(0.3)
Carrying value at 27 June 2023	23.3
Net cash proceeds	21.0
Loss on disposal of a joint venture	(2.3)

The total cash consideration for the sale was £64.0 million which included £62.6 million (NewRiver share: £31.3 million) consideration for the

value of the JV properties.

The total cash consideration was distributed as follows:

• £24.0 million used to repay the Napier Joint Venture bank loans;

• £3.0 million used to repay the shareholder loan owed to NewRiver (recognised as part of the Investment in Joint Venture carrying amount)

After the deduction of the above amounts and the settlement of various costs associated with the disposal, £18.0 million was received by

NewRiver. Net proceeds of £21.0 million recognised by NewRiver include the £3.0 million repayment of the shareholder loan.

166 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

9. Loss on disposal of investment properties

	2024	2023
	£m	£m
Gross disposal proceeds	6.8	20.0
Carrying value	(10.2)	(22.3)
Cost of disposal	(0.4)	(1.5)
Loss on disposal of investment properties	(3.8)	(3.8)

10. Finance income and finance costs

	2024	2023
	£m	£m
Income from loans with joint ventures and associates	(0.2)	(0.3)
Income from treasury deposits	(5.2)	(1.1)
Finance income	(5.4)	(1.4)
Interest on borrowings	12.7	12.7
Finance cost on lease liabilities	2.6	2.7
Finance costs	15.3	15.4

11. Taxation

	2024	2023
	£m	£m
Taxation charge	–	–
Profit/(loss) before tax	3.0	(16.8)
Tax at the current rate of 25% (2023: 19%)	0.8	(3.2)
Revaluation of property	3.5	7.3
Movement in unrecognised deferred tax	1.1	(0.2)
Non-taxable profit due to REIT regime	(5.4)	(4.4)
Non-taxable income	–	(0.4)
Transfer pricing adjustment	–	0.9
Taxation charge	–	–

Real Estate Investment Trust regime (REIT regime)

The Group is a member of the REIT regime whereby profits from its UK property rental business are tax exempt. The REIT regime only

applies to certain property-related profits and has several criteria which have to be met. The main criteria are:

• the assets of the property rental business must be at least 75% of the Group’s assets;

• the profit from the tax-exempt property rental business must exceed 75% of the Group’s total profit and;

• at least 90% of the Group’s profit from the property rental business must be paid as dividends.

The Group continues to meet these conditions and management intends that the Group should continue as a REIT for the foreseeable future.

Deferred tax

	31 March 2023	Charge	Disposals	31 March 2024
	£m	£m	£m	£m
Net deferred tax	–	–	–	–

	31 March 2022	Charge	Disposals	31 March 2023
	£m	£m	£m	£m
Net deferred tax	–	–	–	–

The deferred tax assets and liabilities have been calculated at the tax rate effective in the period in which the tax is expected to crystallise.

The Group has not recognised a deferred tax liability or deferred tax asset. As at 31 March 2024 the Group has unrecognised tax losses of

£9.4 million (2023: £13.1 million). The losses have not been recognised as an asset due to uncertainty over the availability of taxable income

to utilise the losses. The losses do not expire but are reliant on continuity of ownership and source of trade.

167NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

12. Performance measures

A reconciliation of the performance measures to the nearest IFRS measure is below:

	2024	2023
	£m	£m
Profit/(loss) for the year after taxation	3.0	(16.8)
Adjustments
Net valuation movement	13.9	38.2
Loss on disposal of investment properties	3.8	3.8
Loss on disposal of joint venture	2.3	–
Group’s share of joint ventures’ and associates’ adjustments
Revaluation of investment properties	–	(0.8)
Revaluation of derivatives	(0.1)	(0.2)
Deferred tax	–	0.2
EPRA earnings	22.9	24.4
Share-based payment charge	1.5	1.1
Forward looking element of IFRS 9*	–	(0.2)
Head office relocation costs	–	0.5
Underlying Funds From Operations (UFFO)	24.4	25.8

* Forward looking element of IFRS 9 relates to a provision against debtor balances in relation to invoices relating to future rental income. These balances are not due in the current year and

therefore no income has been recognised in relation to these debtors.

Number of shares

	2024	2023
	No. m	No. m
Weighted average number of ordinary shares for the purposes of Basic EPS, UFFO and EPRA	311.4	309.7
Effect of dilutive potential ordinary shares:
Performance share plan	1.6	1.2
Deferred bonus shares	0.9	0.8
Weighted average number of ordinary shares for the purposes of Diluted EPS	313.9	311.7

	2024	2023
IFRS Basic EPS	1.0	(5.4)
IFRS Diluted EPS	1.0	(5.4)
EPRA EPS	7.4	7.9
UFFO PS	7.8	8.3

The below table reconciles the differences between the calculation of basic and EPRA NTA.

EPRA NTA per share and basic NTA per share:

		2024			2023
		Shares			Shares
	£m	m	Pence per share	£m	m	Pence per share
Net assets	361.1	310.8*	116p	378.6	310.7	122p
Unexercised employee awards	–	2.5		–	2.0
Diluted net assets	361.1	313.3	115p	378.6	312.7	121p
Group’s share of associates deferred tax liability	0.8	–		0.9	–
Group’s share of joint venture/associates fair value derivatives	(0.1)	–		(0.6)	–
EPRA Net Tangible Assets	361.8	313.3	115p	378.9	312.7	121p

* Shares include 0.4 million of employee awards which have vested but remain unexercised.

168 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

13. Dividends

The dividends paid in the year are set out below:

	PID	Non-PID	Pence per share Payment date	£m
Year to March 2023
Ordinary dividends
3 September 2022	3.3	–	3.3	10.1
17 January 2023	3.5	–	3.5	10.8
				20.9
Year to March 2024
Ordinary dividends
4 August 2023	3.2	–	3.2	9.8
16 January 2024	3.4	–	3.4	10.5
				20.3

The final dividend of 3.2 pence per share in respect of the year ended 31 March 2024 will, subject to shareholder approval at the 2024 AGM, be paid on 16 August 2024 to shareholders on the

Reconciliation to dividends paid in the consolidated cash flow statement

	2024	2023
	£m	£m
Dividends paid	(20.3)	(20.9)
Scrip dividend	1.6	1.3
Dividends paid in the consolidated cash flow statement	(18.7)	(19.6)

Property Income Distribution (PID) dividends

Profits distributed out of tax-exempt profits are PID dividends. PID dividends are paid after deduction of withholding tax (currently at 20%),

which NewRiver pays directly to HMRC on behalf of the shareholder.

Non-PID dividends

Any non-PID element of dividends will be treated in exactly the same way as dividends from other UK, non-REIT companies.

14. Investment properties

	2024	2023
	£m	£m
Fair value brought forward	551.5	609.1
Capital expenditure*	5.3	2.9
Lease incentives, letting and legal costs	0.9	(0.1)
Disposals	(10.2)	(22.3)
Net valuation movement	(13.7)	(38.1)
Fair value carried forward	533.8	551.5
Right of use asset (investment property)	74.9	75.8
Fair value carried forward	608.7	627.3

* Capital expenditure of £5.3 million (2023: £2.9 million) is comprised of £3.4 million (2023: £1.9 million) of expenditure in the creation of incremental lettable space and £1.9 million

(2023: £1.0 million) of expenditure on non-incremental lettable space

The Group’s investment properties have been valued at fair value on 31 March 2024 by independent valuers, Colliers International Valuation

UK LLP and Knight Frank LLP, on the basis of fair value in accordance with the Current Practice Statements contained in The Royal Institution

of Chartered Surveyors Valuation – Professional Standards, (the ‘Red Book’). The valuations are performed by appropriately qualified valuers

who have relevant and recent experience in the sector.

169NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

The Group is exposed to changes in the residual value of properties at the end of current lease agreements. The residual value risk born by

the Group is mitigated by active management of its property portfolio with the objective of optimising tenant mix in order to:

• achieve the longest weighted average lease term possible;

• minimise vacancy rates across all properties; and

• minimise the turnover of tenants with high quality credit ratings.

The Group also grants lease incentives to encourage high quality tenants to remain in properties for longer lease terms. In the case of anchor

tenants, this also attracts other tenants to the property thereby contributing to overall occupancy levels.

The fair value at 31 March represents the highest and best use.

The properties are categorised as Level 3 in the IFRS 13 fair value hierarchy. There were no transfers of property between Levels 1, 2 and 3.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement

date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or

indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

As at 31 March 2024

									EPRA
			Property ERV			Property rent		Property	topped up
								equivalent	net initial
								yield	yield
	Fair value	Min	Max	Average	Min	Max	Average	Average	Average
	£m	£ per sq ft	£ per sq ft	£ per sq ft	£ per sq ft	£ per sq ft	£ per sq ft	%	%
Retail parks	132.8	10.6	14.2	11.8	8.3	14.7	10.8	7.0	6.7
Shopping Centres – Core	234.5	4.2	32.0	12.4	4.1	32.3	10.5	9.6	9.5
Shopping Centres – Regeneration	128.9	5.0	18.6	16.0	3.0	13.7	10.5	7.4	6.3
Shopping Centres – Work Out	34.4	5.9	17.5	6.3	1.3	3.3	1.5	12.0	4.0
High street and other	3.2	4.0	6.2	5.7	3.9	6.2	4.9	9.2	18.1
	533.8

As at 31 March 2023

Property

equivalent

yield

Average

EPRA

topped up

net initial

yield

Average

		Property ERV				Property rent
	Fair value	Min	Max	Average	Min	Max	Average
	£m	£ per sq ft	£ per sq ft	£ per sq ft	£ per sq ft	£ per sq ft	£ per sq ft
Retail parks	128.6	9.6	14.2	11.4	7.9	14.7	10.9	7.0	7.0
Shopping Centres – Core	214.8	8.8	30.1	14.0	8.0	30.8	12.9	9.3	9.7
Shopping Centres – Regeneration	140.1	5.2	18.8	16.1	4.0	13.4	10.6	6.8	5.9
Shopping Centres – Work Out	63.3	6.5	15.3	8.8	1.5	6.3	4.4	14.0	9.4
High street and other	4.7	4.2	8.6	6.6	3.7	8.7	4.1	9.5	10.0
	551.5

Sensitivities of measurement of significant inputs

As set out within significant accounting estimates and judgements in note 2, the Group’s property portfolio valuation is open to judgements

and is inherently subjective by nature. As a result, the sensitivity analysis below illustrates the impact of changes in key unobservable inputs

on the fair value of the Group’s properties.

We consider +/-10% for ERV and +/-100bps for NEY to capture the uncertainty in these key valuation assumptions and deem it to be a

reasonably possible scenario.

The investments are a portfolio of retail assets in the UK. The valuation was determined using an income capitalisation method, which

involves applying a yield to rental income streams. Inputs include yield, current rent and ERV. Development properties are valued using a

residual method, which involves valuing the completed investment property using an investment method and deducting estimated costs to

complete, then applying an appropriate discount rate.

The inputs to the valuation include:

• Rental value – total rental value per annum

• Equivalent yield – the net weighted average income return a property will produce based upon the timing of the income received

There were no changes to valuation techniques during the year. Valuation reports are based on both information provided by the Group, for

example, current rents and lease terms which is derived from the Group’s financial and property management systems and is subject to the

Group’s overall control environment, and assumptions applied by the valuers, e.g. ERVs and yields. These assumptions are based on market

observation and the valuers’ professional judgement, which includes a consideration of climate change and a range of other external factors.

170 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

2024: Sensitivity impact on valuations of a 10% change in estimated rental value and absolute yield

of 100 bps.

			Impact on valuations of a		Impact on valuations of
			10% change in ERV		100 bps change in yield
	Retail asset
	valuation	Increase 10%	Decrease 10%	Increase 1.0%	Decrease 1.0%
Asset Type	£m	£m	£m	£m	£m
Retail parks	132.8	10.2	(10.1)	(14.6)	19.5
Shopping Centres – Core	234.5	17.7	(16.2)	(20.7)	26.2
Shopping Centres – Regeneration	128.9	12.6	(12.3)	(15.9)	21.0
Shopping Centres – Work Out	34.4	4.3	(4.3)	(4.4)	5.4
High street and other	3.2	0.5	(0.5)	(0.4)	0.5
	533.8	45.3	(43.4)	(56.0)	72.6

2023: Sensitivity impact on valuations of a 10% change in estimated rental value and absolute yield

of 100 bps.

			Impact on valuations of a		Impact on valuations of
			10% change in ERV		100 bps change in yield
	Retail asset
	valuation	Increase 10%	Decrease 10%	Increase 1.0%	Decrease 1.0%
Asset Type	£m	£m	£m	£m	£m
Retail parks	128.6	9.7	(9.6)	(14.2)	18.9
Shopping Centres – Core	214.8	18.2	(16.7)	(21.7)	27.6
Shopping Centres – Regeneration	140.1	13.5	(13.0)	(18.9)	26.0
Shopping Centres – Work Out	63.3	6.5	(5.8)	(5.8)	7.4
High street and other	4.7	0.6	(0.6)	(0.6)	0.7
	551.5	48.5	(45.7)	(61.2)	80.6

Reconciliation to net valuation movement in consolidated statement of comprehensive income

Net valuation movement in investment properties

	2024	2023
	£m	£m
Net valuation movement in investment properties	(13.7)	(38.1)
Net valuation movement in right of use asset	(0.2)	(0.1)
Net valuation movement in consolidated statement of comprehensive income	(13.9)	(38.2)

Reconciliation to properties at valuation in the portfolio

Note

		2024	2023
		£m	£m
Investment property	14	533.8	551.5
Properties held in joint ventures	15	–	32.2
Properties held in associates	16	10.0	9.9
Properties at valuation		543.8	593.6

15. Investments in joint ventures

As at 31 March 2024 the Group has one joint venture

	2024	2023
	£m	£m
Opening balance	23.8	24.0
Disposals	(23.3)	–
Group’s share of profit after taxation excluding valuation movement	0.5	2.4
Net valuation movement	–	0.6
Dividends	(0.9)	(3.2)
Investment in joint venture	0.1	23.8

Name

Country of

incorporation

		2024	2023
		% Holding	% Holding
NewRiver Retail Investments LP (NRI LP)	Guernsey	50	50
NewRiver Retail (Napier) Limited (Napier)	UK	–	50

171NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

The Group is the appointed asset manager on behalf of these joint ventures and receives asset management fees, development

management fees and performance-related bonuses.

NewRiver Retail Investments LP has a 31 December year end. The aggregate amounts recognised in the consolidated balance sheet and

consolidated statement of comprehensive income at 31 March are as follows:

	2024		2023
	Total	Group’s share	Total	Group’s share
Consolidated balance sheet	£m	£m	£m	£m
Non-current assets	–	–	64.4	32.2
Current assets	0.3	0.1	5.5	2.8
Current liabilities	–	–	(1.4)	(0.7)
Liabilities due in more than one year	–	–	(26.9)	(13.5)
Net assets	0.3	0.1	41.6	20.8
Loan to joint venture	–	–	–	3.0
Net assets adjusted for loan to joint venture	0.3	0.1	41.6	23.8

The table above provides summarised financial information for the joint ventures. The information disclosed reflects the amounts presented

in the financial statements of the joint ventures. To arrive at the Group’s share of these amounts under equity accounting, certain minor

adjustments are required to be made.

	2024		2023
	Total	Group’s share	Total	Group’s share
Consolidated statement of comprehensive income	£m	£m	£m	£m
Revenue	1.4	0.7	5.9	3.0
Property operating expenses	–	–	(0.4)	(0.2)
Net property income	1.4	0.7	5.5	2.8
Administration expenses	(0.1)	(0.1)	(0.2)	(0.1)
Net finance costs	(0.1)	(0.1)	(0.6)	(0.3)
Group’s share of joint ventures’ profit before valuation movements	1.2	0.5	4.7	2.4
Net valuation movement	–	–	1.2	0.6
Profit on disposal of investment property	–	–	0.1	–
Profit after taxation	1.2	0.5	6.0	3.0
Add back net valuation movement	–	–	(1.2)	(0.6)
Group’s share of joint ventures’ profit before valuation movements	1.2	0.5	4.8	2.4

The Group’s share of contingent liabilities in the joint ventures is £nil (2023: £nil).

16. Investments in associates

The Group has one direct investment in an associate entity in which it has a 10% stake, Sealand S.à.r.l, which owns 100% of NewRiver Retail

(Hamilton) Limited and NewRiver (Sprucefield) Limited at 31 March 2024.

	2024	2023
	£m	£m
Opening balance	5.5	7.9
Return of investment in associates*	–	(2.3)
Dividends	(0.2)	(0.4)
Group’s share of profit after taxation excluding valuation movement	0.3	0.1
Net valuation movement	–	0.2
Investment in associates	5.6	5.5

* During the year, the Group received £nil (2023: £2.3 million) back from associates in the form of shareholder loan repayments and repayment of initial capital invested.

Name

	Country of
	incorporation	2024 % Holding	2023 % Holding
NewRiver Retail (Hamilton) Limited (Hamilton)	UK	10	10
NewRiver (Sprucefield) Limited (Sprucefield)	UK	10	10

172 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

The Group is the appointed asset manager on behalf of Sealand S.à.r.l and receives asset management fees, development management

fees and performance-related bonuses.

The aggregate amounts recognised in the consolidated balance sheet and consolidated statement of comprehensive income are as follows:

	31 March 2024		31 March 2023
	Total	Group’s share	Total	Group’s share
Consolidated balance sheet	£m	£m	£m	£m
Non-current assets	100.0	10.0	99.3	9.9
Current assets	6.6	0.7	8.2	0.8
Current liabilities	(36.1)	(3.6)	(16.1)	(1.6)
Liabilities due in more than one year	(47.4)	(4.7)	(67.8)	(6.8)
Net assets	23.1	2.4	23.6	2.3
Loans to associates	–	3.2	–	3.2
Net assets adjusted for loans to associates	23.1	5.6	23.6	5.5

Consolidated statement of comprehensive income

	2024	2024	2023	2023
	Total	Group’s share	Total	Group’s share
	£m	£m	£m	£m
Revenue	8.4	0.8	9.9	1.0
Property operating expenses	(0.4)	–	(2.4)	(0.2)
Net property income	8.0	0.8	7.5	0.8
Administration expenses	(0.1)	–	(0.1)	–
Net finance costs	(4.9)	(0.5)	(3.5)	(0.4)
	3.0	0.3	3.9	0.4
Net valuation movement	(0.4)	–	1.7	0.2
Profit on disposal of investment property	–	–	0.6	–
Taxation	(0.4)	–	(3.4)	(0.3)
Profit after taxation	2.2	0.3	2.8	0.3
Add back net valuation movement	0.4	–	(1.7)	(0.2)
Group’s share of associates’ profit before valuation movements	2.6	0.3	1.1	0.1

17. Trade and other receivables

	2024	2023
	£m	£m
Trade receivables	1.4	2.6
Restricted monetary assets	4.6	4.8
Service charge receivables*	0.7	1.2
Other receivables	1.0	3.8
Prepayments	1.2	0.7
Accrued income	2.5	1.9
	11.4	15.0

* Included in service charge receivables is £nil of Value Added Taxation (2023: £nil), £1.5 million of service charge debtors (2023: £1.2 million) and £0.8 million of bad debt provision.

Trade receivables are shown net of a loss allowance of £1.9 million (2023: £3.0 million). Other receivables are shown net of a loss allowance of

£0.1 million (2023: £0.3 million). The provision for doubtful debts is calculated as an expected credit loss on trade receivables in accordance

with IFRS 9. The charge to the consolidated statement of comprehensive income in relation to doubtful debts made against tenant debtors

was £0.1 million (2023: £0.2 million release). The Group has calculated the expected credit loss by applying a forward-looking outlook to

historical default rates .

173NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

The Group monitors rent collection and the ability of tenants to pay rent receivables in order to anticipate and minimise the impact of default

by tenants. All outstanding rent receivables are regularly monitored. In order to measure the expected credit losses, trade receivables

from tenants have been grouped on a basis of shared credit risk characteristics and an assumption around the tenants ability to pay their

receivable, based on conversations held and our knowledge of their credit history. The expected credit loss rates are based on historical

payment profiles of tenant debtors and corresponding historical credit losses.

	2024	2023
	£m	£m
Opening loss allowance at 1 April	3.0	5.2
Increase/(decrease) in loss allowance recognised in the consolidated statement of comprehensive income
during the year in relation to tenant debtors	0.1	(0.2)
Loss allowance utilisation	(1.2)	(2.0)
Closing loss allowance at 31 March	1.9	3.0

The restricted monetary assets relates to cash balances which the Group cannot readily access. They do not meet the definition of cash and

cash equivalents and consequently are presented separately from cash in the consolidated balance sheet.

18. Cash and cash equivalents

As at 31 March 2024 and 31 March 2023 cash and cash equivalents comprised of cash held in bank accounts and treasury deposits. There

were no restrictions on cash in either the current or prior year.

19. Trade and other payables

	2024	2023
	£m	£m
Trade payables	1.3	2.6
Service charge liabilities*	7.2	9.8
Other payables	3.1	1.8
Accruals	9.5	9.0
Value Added Taxation	0.3	0.3
Rent received in advance	4.9	6.0
	26.3	29.5

* Service charge liabilities include accruals of £0.6 million (2023: £1.9 million), service charge creditors and other creditors of £3.8 million (2023: £4.8 million), Value added taxation of

£0.9 million (2023: £1.0 million) and deferred income of £1.9 million (2023: £2.1 million).

20. Borrowings

Maturity of drawn borrowings:

	2024	2023
	£m	£m
Between three and four years	300.0	–
Between four and five years	–	300.0
Less unamortised fees/discount	(3.4)	(3.3)
	296.6	296.7

The fair value of the Group’s corporate bond has been estimated on the basis of quoted market prices, representing Level 1 fair value

measurement as defined by IFRS 13 Fair Value Measurement. At 31 March 2024 the fair value was £275.5 million (31 March 2023: £256.8 million).

				Unamortised
				facility fees/
		Facility	Facility drawn	discount
Unsecured borrowings:	Maturity date	£m	£m	£m	£m
Revolving credit facility	November 2026	100.0	–	(1.2)	(1.2)
Corporate bond	March 2028	300.0	300.0	(2.2)	297.8
		400.0	300.0	(3.4)	296.6

In the year the Group drew down £nil (31 March 2023: £nil) of the revolving credit facility.

174 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

21. Lease commitment arrangements

The Group earns rental income by leasing its investment properties to tenants under non-cancellable lease commitments.

The Group holds two types of leases.

• Head leases: A number of the investment properties owned by the Group are situated on land held through leasehold arrangements, as

opposed to the Group owning the freehold.

• Office leases: Office space occupied by the Group’s head office.

The lease liability and associated ROU asset recognised in the consolidated balance sheet are set out below.

	2024	2023
	£m	£m
Right of use asset (Investment property)	74.9	75.8
Right of use asset (Property, plant and equipment)	0.7	0.9
Current lease liability	0.4	0.4
Non-current lease liability	75.2	76.3

The expense relating to low value assets which have not been recognised under IFRS 16 was £nil (March 2023: £nil) and the expense relating

to variable lease payments not included in the measurement of lease liabilities was £nil (March 2023: £nil). The total cash outflow in relation

to lease commitments for the year was £2.4 million (March 2023: £3.0 million), £0.4 million (2023: £0.3 million) relates to the repayment of

principle lease liabilities and £2.0 million (2023: £2.7 million) relates to the repayment of interest on lease liabilities. Depreciation recognised

on ROU assets during the year was £0.2 million (2023: £0.2 million).

Lease liability maturity table

	2024	2023
	£m	£m
Within one year	0.4	0.4
Between one and two years	0.8	0.8
In the second to fifth year inclusive	0.6	0.5
After five years	73.8	75.0
	75.6	76.7

Lease commitments payable by the Group are as follows:

	2024	2023
	£m	£m
Within one year	2.9	3.0
One to two years	2.9	3.0
Two to five years	8.8	8.9
After five years	247.8	253.6
	262.4	268.5
Effect of discounting	(186.8)	(191.8)
Lease liability	75.6	76.7

At the balance sheet date the Group had contracted with tenants for the following future minimum lease payments on its investment properties:

	2024	2023
	£m	£m
Within one year	47.3	45.6
Between one and two years	41.2	39.5
In the second to fifth year inclusive	88.3	79.7
After five years	147.3	123.3
	324.1	288.1

The Group’s weighted average lease length of lease commitments at 31 March 2024 was 5.2 years (March 2023: 5.2 years).

Operating lease obligations exist over the Group’s offices, head leases on the Group’s retail portfolio and ground rent leases. Investment

properties are leased to tenants under operating leases with rentals payable monthly and quarterly. Where considered necessary to reduce

credit risk, the Group may obtain bank guarantees for the term of the lease.

175NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

22. Share capital and reserves

Share capital

Ordinary shares

	Number of		Total	Held by EBT	Shares in issue
	shares issued	Price per share	No of shares	No of shares	No of shares
	m’s	pence	(m)	(m)	(m)
1 April 2022			310.3	2.1	308.2
Scrip dividends issued	1.0	0.86	311.3	2.1	309.2
Shares issued under employee share schemes	0.6	–	311.3	1.5	309.8
Scrip dividends issued	0.6	0.78	311.9	1.5	310.4
Shares issued under employee share schemes	0.1	–	311.9	1.4	310.5
31 March 2023			311.9	1.4	310.5
Scrip dividends issued	1.0	0.89	312.9	1.4	311.5
Shares issued under employee share schemes	1.2	–	312.9	0.2	312.7
Purchase of own shares	(3.4)	–	312.9	3.6	309.3
Shares issued under employee share schemes	0.3	–	312.9	3.3	309.6
Scrip dividends issued	0.8	0.82	313.7	3.3	310.4
31 March 2024			313.7	3.3	310.4

All shares issued and authorised are fully paid up.

Merger reserve

The merger reserve arose as a result of a group reorganisation in 2016 and represents the nominal amount of share capital that was issued

to shareholders of NewRiver Retail Limited.

Share premium

Share premium represents amounts subscribed for a share in excess of nominal value less directly attributable issue costs.

Retained earnings

Retained earnings consist of the accumulated net comprehensive profit of the Group, less dividends paid from distributable reserves, and

transfers from equity issues where those equity issues generated distributable reserves.

Scrip dividend shares

Shares issued in respect of elections to participate in the Scrip Dividend scheme in respect of dividends declared in the year, the value of

these was £1.6 million (2023: £1.3 million). The Scrip Dividend Scheme was re-approved on 26 July 2023. The scheme provides shareholders

of NewRiver Ordinary shares with the opportunity, at the shareholders election and where offered by the Company, to elect to receive

dividends as New Ordinary shares in the Company instead of their cash dividend, with no dealing charges or stamp duty incurred.

Shares held in Employee Benefit Trust (EBT)

As part of the group reorganisation in 2016, the Company established an EBT which is registered in Jersey. The EBT, at its discretion, may

transfer shares held by it to directors and employees of the Company and its subsidiaries. The maximum number of ordinary shares that may

be held by the EBT may not exceed 5% of the Company’s issued share capital. It is intended that the EBT will not hold more ordinary shares

than are required in order to satisfy share options granted under employee share incentive plans.

Over the course of a few days in November and December 2023, the Employee Benefit Trust purchased £3.0 million of shares to satisfy

employee share awards, which amounted to 3,411,259 shares.

There are currently 3,317,218 ordinary shares held by EBT (2023: 1,466,712).

176 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

23. Share-based payments

The Group has two share schemes for employees:

• Performance Share Scheme

• Deferred bonus scheme

Performance Share Scheme

Zero priced share options have been issued to senior management and executive directors under the Performance Share Scheme since

2013. The options vest to the extent that performance conditions are met over a three or four-year period. At the end of the period there

may be a further vesting condition that the employee or director remains an employee of the Group. Further details on the scheme and

the performance conditions are provided in the Remuneration Report. The charge for the year recognised in the consolidated statement

of comprehensive income was £0.7 million (March 2023: £0.7 million).

								Average
	Average	Outstanding		Number		Outstanding	Number	remaining life
Financial year issued	exercise price	at start of year	Granted	Exercised	Lapsed	at end of year	exercisable	(years)
2021	–	2,713,864	130,292	(1,064,551)	(1,422,078)	357,527	–	–
2022	–	3,082,562	255,400	–	(108,674)	3,229,288	–	0.4
2023	–	2,755,100	228,271	–	(55,819)	2,927,552	–	1.3
2024	–	–	2,865,365	–	(50,815)	2,814,550	–	2.2
		8,551,526	3,479,328	(1,064,551)	(1,637,386)	9,328,917	–

Deferred Bonus Scheme

Zero priced share options have been issued to senior management and executive directors under the Deferred Bonus Scheme since 2016.

The options vest based on the employee or director remaining in the employment of the Group for a defined period (usually two years). The

charge for the year recognised in the consolidated statement of comprehensive income for this scheme was £0.5 million (March

2023: £0.4 million).

								Average
	Average	Outstanding				Outstanding	Number	remaining life
Financial year issued	exercise price	at start of year	Granted	Exercised	Cancelled	at end of year	exercisable	(years)
2018	–	44,968	–	–	–	44,968	–	–
2019	–	116,751	–	(62,194)	–	54,557	–	–
2020	–	82,245	–	(72,288)	–	9,957	–	–
2021	–	15,891	–	(10,594)	–	5,297	–	–
2022	–	338,118	13,010	(351,128)	–	–	–	–
2023	–	640,463	53,050	–	(11,094)	682,419	–	0.3
2024	–	–	699,996	–	–	699,996	–	1.2
		1,238,436	766,056	(496,204)	(11,094)	1,497,194	–

Fair value

The fair value of the share options has been calculated based on a Monte Carlo Pricing Model using the following inputs:

	2024	2023
Share price	0.89	0.87
Exercise price	Nil	Nil
Expected volatility	34%	43%
Risk free rate	4.980%	1.675%
Expected dividends*	0%	0%

* based on quoted property sector average.

177NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

24. Financial instruments and risk management

The Group’s activities expose it to a variety of financial risks in relation to the financial instruments it uses: market risk including cash flow

interest rate risk, credit risk and liquidity risk. The financial risks relate to the following financial instruments: trade receivables, cash and cash

equivalents, trade and other payables, borrowings and derivative financial instruments.

Risk management parameters are established by the Board on a project-by-project basis. Reports are provided to the Board quarterly and

also when authorised changes are required.

Financial instruments

	2024	2023
	£m	£m
Financial assets
Financial assets at amortised cost
Trade and other receivables	7.7	13.4
Cash and cash equivalents	132.8	108.6
Total financial assets and maximum exposure to credit risk	140.5	122.0
Financial liabilities
At amortised cost
Borrowings	(296.6)	(296.7)
Lease liabilities	(75.6)	(76.7)
Payables and accruals	(18.1)	(20.0)
	(390.3)	(393.4)
	(249.8)	(271.4)

The fair value of the financial assets and liabilities at amortised cost are considered to be the same as their carrying value, with the exception

of certain fixed rate borrowings, see note 20 for further details. None of the financial instruments above are held at fair value.

Market risk

Currency risk

The Group is not subject to any foreign currency risk as nearly all transactions are in Pounds Sterling.

Interest rate risk

At 31 March 2024 the Group has no interest rate risk as it has no drawn debt that is subject to variable interest rates and no open derivatives

in controlled entities.

There would be no impact on finance costs to the Group, in the year or in the prior year, if interest rates increase or decrease as the Group

has no drawn variable rate debt.

Credit risk

The Group’s principal financial assets are cash, trade receivables and other receivables.

The Group manages its credit risk through policies to ensure that rental contracts are made with tenants meeting appropriate balance sheet

covenants, supplemented by rental deposits or bank guarantees from international banks. The Group may suffer a void period where no

rents are received. The quality of the tenant is assessed based on an extensive tenant covenant review scorecard prior to acquisition of the

property. The assessment of the tenant credit worthiness is also monitored on an ongoing basis. Credit risk is assisted by the vast majority of

occupational leases requiring that tenants pay rentals in advance. The Group monitors rent collection in order to anticipate and minimise the

impact of default by tenants. All outstanding rent receivables are regularly monitored. In order to measure the expected credit losses, trade

receivables from tenants have been grouped by shared credit risk characteristics and an assumption around the tenants ability to pay their

receivable, based on conversations held and our knowledge of their credit history. The expected loss rates are based on historical payment

profiles of tenant debtors and corresponding historical credit losses. These historical loss rates are then adjusted to reflect the likelihood that

tenants will pay.

178 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Ageing of past due gross trade receivables and the carrying amount net of loss allowances is set out below:

	2024	2024		2024	2023	2023		2023
	Gross	Loss		Carrying	Gross	Loss		Carrying
	amount	allowance	2024	amount	amount	allowance	2023	amount
	£m	£m	% applied	£m	£m	£m	% applied	£m
0-30 days	1.2	0.4	36%	0.8	2.4	0.6	25%	1.8
30-60 days	0.3	0.1	33%	0.2	0.1	0.1	100%	–
60-90 days	0.1	0.1	100%	–	0.3	0.1	33%	0.2
90-120 days	0.3	0.1	33%	0.2	0.3	0.1	33%	0.2
Over 120 days	1.4	1.2	86%	0.2	2.5	2.1	84%	0.4
	3.3	1.9		1.4	5.6	3.0		2.6

The Group’s total expected credit loss in relation to trade receivables, other receivables and accrued income is £2.3 million (2023: £3.5 million).

The Group recognises an expected credit loss allowance on trade receivables of £1.9 million (2023: £3.0 million) as noted in the above table.

The Group categorises trade debtors in varying degrees of risk, as detailed below:

	2024	2023
	£m	£m
Risk level
Very high	1.4	2.5
High	0.3	0.3
Medium	0.4	0.4
Low	1.2	2.4
Gross carrying amount before loss allowance	3.3	5.6
Loss allowance	(1.9)	(3.0)
Carrying amount	1.4	2.6

The Group monitors its counterparty exposures on cash and short-term deposits weekly. The Group monitors the counterparty credit rating

of the institutions that hold its cash and deposits and spread the exposure across several banks.

Liquidity risk

The Group manages its liquidity risk by maintaining sufficient cash balances and committed credit facilities. The Board reviews the credit

facilities in place on a regular basis. Cash flow reports are issued weekly to management and are reviewed quarterly by the Board. A

summary table with maturity of financial liabilities is presented below:

2024 £m

	Less than	One to	Two to	More than
	one year	two years	five years	five years	Total
Borrowings	–	–	(300.0)	–	(300.0)
Interest on borrowings	(10.5)	(10.5)	(20.2)	–	(41.2)
Lease liabilities	(2.9)	(2.9)	(8.8)	(247.8)	(262.4)
Payables and accruals	(18.1)	–	–	–	(18.1)
	(31.5)	(13.4)	(329.0)	(247.8)	(621.7)
2023 £m
Borrowings	–	–	(300.0)	–	(300.0)
Interest on borrowings	(10.5)	(10.5)	(30.7)	–	(51.7)
Lease liabilities	(3.0)	(3.0)	(8.9)	(253.6)	(268.5)
Payables and accruals	(20.0)	–	–	–	(20.0)
	(33.5)	(13.5)	(339.6)	(253.6)	(640.2)

179NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

R econciliation of movement in the Group’s share of net debt in the year

	2024	2023
	£m	£m
Group’s share of net debt at beginning of year	201.3	221.5
Cash flow
Net increase in cash and cash equivalents	(24.2)	(25.8)
Change in bank loan fees to be amortised	(0.1)	0.9
Group’s share of joint ventures’ and associates’ cash flow
Net decrease in cash and cash equivalents	2.2	2.7
Bank loans repaid	(11.9)	–
New bank loans	–	1.9
Change in bank loan fees to be amortised	–	0.1
Group’s share of net debt	167.3	201.3
Being:
Group borrowings	296.6	296.7
Group’s share of joint ventures’ and associates’ borrowings	3.9	15.9
Group cash	(132.8)	(108.6)
Group’s share of joint venture and associate cash	(0.4)	(2.7)
Group’s share of net debt	167.3	201.3

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to provide returns

to shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group is not subject to any external capital

requirements. As detailed in note 11, the Group is a REIT and to qualify as a REIT the Group must distribute 90% of its taxable income from

its property business.

To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders,

issue new shares or sell assets. Consistent with others in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio

is calculated as net debt divided by equity. Net debt is calculated as total borrowings, less cash and cash equivalents on a proportionately

consolidated basis.

Between 31 March 2023 and 31 March 2024, the Group’s proportionally consolidated LTV decreased by 3.1% from 33.9% to 30.8% and the

gearing ratio from 49.7% to 45.4% mainly as a result of retail disposals. The Group continually monitors LTV and will continue to monitor LTV

closely, factoring in disposal activity and possible further valuation declines as disclosed in Note 1. The Group has remained compliant with all

of its banking covenants during the year as discussed in Note 1.

Net debt to equity ratio

	2024	2023
	£m	£m
Borrowings	296.6	296.7
Cash and cash equivalents	(132.8)	(108.6)
Net debt	163.8	188.1
Equity attributable to equity holders of the parent	361.1	378.6
Net debt to equity ratio (‘Balance sheet gearing’)	45.4%	49.7%
Share of joint ventures’ and associates’ borrowings	3.9	15.9
Share of joint ventures’ and associates’ cash and cash equivalents	(0.4)	(2.7)
Group’s share of net debt	167.3	201.3
Carrying value of investment property	533.8	551.5
Share of joint ventures’ and associates carrying value of investment properties	10.0	42.1
Group’s share of carrying value of investment properties	543.8	593.6
Net debt to property value ratio (‘Loan to value’)	30.8%	33.9%

180 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Reconciliation of financial liabilities

	Lease liabilities	Borrowings	Total
	£m	£m	£m
As at 1 April 2023	76.7	296.7	373.4
Decrease through financing cash flows
Repayment of principal portion of lease liability	(0.4)	–	(0.4)
Disposal	(0.7)	–	(0.7)
Loan amortisation	–	(0.1)	(0.1)
As at 31 March 2024	75.6	296.6	372.2

Reconciliation of financial liabilities

	Lease liabilities	Borrowings	Total
	£m	£m	£m
As at 1 April 2022	75.7	295.8	371.5
(Decrease)/Increase through financing cash flows
Head office lease	1.1	–	1.1
Repayment of principal portion of lease liability	(0.4)	–	(0.4)
Lease modification	0.3	–	0.3
Loan amortisation	–	0.9	0.9
As at 31 March 2023	76.7	296.7	373.4

25. Contingencies and commitments

The Group has no material contingent liabilities (2023: None). The Group was contractually committed to £0.7 million of capital expenditure

to construct or develop investment property as at 31 March 2024 (31 March 2023: £1.8 million).

Under the terms of the sale agreement to dispose of Hawthorn dated 20 August 2021, the Group gave certain warranties, including tax,

relating to Hawthorn. A breach of warranty will only give rise to a successful claim in damages if the buyer can show that the warranty was

breached and that the effect of the breach is to reduce the value of Hawthorn at the date of disposal. Claims must be received, in the case of

a Warranty Claim, within a year of Completion and, in the case of a Tax Claim, within 6 years of Completion. No such claims have been received.

26. Related party transactions

Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

During the year the Company paid £0.8 million (2023: £1.1 million) in professional legal fees to CMS Cameron McKenna Nabarro Olswang LLP

for property services at commercial market rates. Allan Lockhart, CEO of NewRiver, has a personal relationship with one of the Partners at

CMS who along with other Partners provides these legal services.

The Group has loans with a joint venture of £nil (2023: £3.0 million) and loans with associates of £3.2 million (March 2023: £3.2 million)

During the year, the Group received £nil (2023: £2.3 million) back from associates in the form of shareholder loan repayments and repayment

of initial capital invested.

Management fees are charged to joint ventures and associates for asset management, investment advisory, project management and

accounting services.

Total fees charged were:

	2024	2023
	£m	£m
NewRiver Retail (Napier) Limited	–	0.2
NewRiver Retail (Hamilton) Limited	0.2	0.2
NewRiver (Sprucefield) Limited	0.2	0.1

As at 31 March 2024, an amount of £0.3 million (2023: £0.3 million) was due to the Group relating to management fees.

During the year, the Group recognised £0.2 million of interest from joint ventures and associates (2023: £0.3 million) and as at 31 March 2024

the amount owing to the Group was £0.2 million (2023: £0.2 million).

181NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the consolidated financial statements continued

Key management personnel

The remuneration of key management personnel (comprising of the Executive Directors, Non-Executive Directors and Executive Committee) of

the Group is set out below in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures.’ Further information about

the remuneration of the individual Directors is provided in the audited part of the Remuneration Committee report on pages 129 to 145.

	2024	2023
	£m	£m
Short-term employee benefits	2.9	3.1
Other benefits	0.1	0.1
	3.0	3.2

All transfer of resources, services or obligations between the Company and these parties have been disclosed, regardless of whether a price

is charged. We are unaware of any other related party transactions between related parties.

Related party relationships and transactions have been accounted for and disclosed in accordance with the requirements of IFRSs or other

requirements, for example, the Companies Act 2006.

27. Post balance sheet events

There were no significant events occurring after the reporting period, but before the financial statements were authorised for issue.

182 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Notes

2024

£m

2023

£m

Non-current assets

Investment in subsidiaries B 321.9 323.9

Amounts owed from subsidiary undertakings D 211.9 213.7

Total non-current assets 533.8 537.6

Current assets

Amounts owed from subsidiary undertakings D 171.0 196.5

Other receivables 1.4 0.7

Cash and cash equivalents 115.9 84.7

Total current assets 288.3 281.9

Total assets 822.1 819.5

Equity and liabilities

Current liabilities

Trade creditors 0.1 –

Accruals 2.1 2.3

Amounts owed to subsidiary undertakings 159.1 154.9

Total current liabilities E 161.3 157.2

Non-current liabilities

Borrowings F 296.6 296.7

Total non-current liabilities 296.6 296.7

Net assets 364.2 365.6

Equity

Share capital 3.1 3.1

Share premium 4.0 2.4

Merger reserve 35.6 27.6

Purchase of own shares (3.0) –

Retained earnings 324.5 332.5

Total equity 364.2 365.6

The notes on pages 185 to 188 form an integral part of the Company financial statements. The Company has applied the exemption in s408

of the Companies Act for omitting the income statement of the parent company. The profit for the year after taxation was £20.3 million

(31 March 2023: loss of £10.4 million).

The financial statements were approved by the Board of Directors on 20 June 2024 and were signed on its behalf by:

Allan Lockhart

Chief Executive Officer

Will Hobman

Chief Financial Officer

Registered number: 10221027

Company Balance Sheet

As at 31 March 2024

183NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

 Notes

Share capital

£m

Share premium

£m

Merger reserve

£m

Purchase of

own shares

£m

Retained

earnings

£m

Total

£m

As at 1 April 2022 3.1 1.1 33.6 – 357.8 395.6

Loss after taxation – – – – (10.4) (10.4)

Transfer to merger reserve – – (6.0) – 6.0 –

Equity issue – 1.3 – – – 1.3

Dividends paid – – – – (20.9) (20.9)

As at 31 March 2023 3.1 2.4 27.6 – 332.5 365.6

Profit after taxation – – – – 20.3 20.3

Transfer to merger reserve – – 8.0 – (8.0) –

Equity issue – 1.6 – – – 1.6

Purchase of own shares – – – (3.0) – (3.0)

Dividends paid – – – – (20.3) (20.3)

As at 31 March 2024 3.1 4.0 35.6 (3.0) 324.5 364.2

The notes on pages 185 to 188 form an integral part of these financial statements. There was no other income in the year therefore the profit

after taxation is the Company’s total comprehensive profit for the year.

Company Statement of Changes in Equity

For the year ended 31 March 2024

184 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

A. Accounting policies

Basis of accounting

The Company’s separate financial statements for the year ended 31 March 2024 are prepared in accordance with Financial Reporting

Standard 101 (FRS 101) “Reduced Disclosure Framework” as issued by the Financial Reporting Council and within the requirements of the

Companies Act 2006. The financial statements are presented in pounds Sterling. These financial statements have been prepared under the

historical cost convention.

For the Company’s going concern assessment, refer to note 1 of the consolidated financial statements.

Changes to accounting policies

The Company has adopted the new accounting standards as set out in the accounting policies section of the Group financial statements.

Adopting these new standards and amendments has not had a material impact on the Company in the current or prior years. Refer to note 1.

Disclosure exemptions

The Company has taken advantage of all disclosure exemptions allowed by FRS 101. These financial statements do not include:

• The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1.

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of IFRS 7 Financial Instruments: disclosures;

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions between two or more members of the Group.

The above disclosure exemptions have been adopted because equivalent disclosures are included in the consolidated Group accounts into

which the Company is consolidated.

Investment in subsidiaries

Investments in subsidiary undertakings are stated at cost less provision for cumulative impairments. Where an impairment has been

recognised in previous periods, and the conditions that caused the impairment are no longer present, the impairment charge previously

recognised will be reversed, up to the cost of the original investment value.

Financial instruments

Financial assets

The Company classifies its financial assets as fair value through profit or loss or amortised cost, depending on the purpose for which the

asset was acquired and based on the business model test. Financial assets carried amortised cost are initially recognised at fair value plus

transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, less provision for

impairment. Impairment provisions for receivables are recognised based on IFRS 9 in the determination of the expected credit losses. If it is

determined that a receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. If in a

subsequent year the amount of the impairment loss decreased and the decrease can be related objectively to an event occurring after the

impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying value of the asset does not

exceed its amortised costs at the reversal date. Financial assets at amortised cost consist of loans and receivables. The Company determines

the classification of its financial assets at initial recognition. The Company’s financial assets consist of cash, and loans and receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the financial asset expire or the Group transfers

substantially all risks and rewards of ownership.

Financial liabilities

Financial liabilities are classified as other liabilities. A financial liability is derecognised when the obligation under the liability is discharged or

cancelled or expires.

All loans and borrowings are classified as other liabilities. Initial recognition is at fair value less directly attributable transaction costs. After

initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost.

The financial instruments classified as financial liabilities at fair value through profit or loss include interest rate swap and cap arrangements.

Recognition of the derivative financial instruments takes place when the contracts are entered into. They are recognised at fair value and

transaction costs are included directly in finance costs.

The fair values of derivative financial liabilities are determined as follows:

Interest rate swaps and caps are measured using the midpoint of the yield curve prevailing on the reporting date. The valuations do not

include accrued interest from the previous settlement date to the reporting date. The fair value represents the net present value of the

difference between the contracted rate and the valuation rate when applied to the projected balances for the period from the reporting date

to the contracted expiry dates.

The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability is less than one year,

discounting is omitted.

Notes to the Company Financial Statements

185NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the company financial statements continued

Share capital

Shares are classified as equity when there is no obligation to transfer cash or other assets.

Dividends

Dividends to the Company’s shareholders are recognised when they become legally payable. In the case of interim dividends, this is when

paid. In the case of final dividends, this is when approved by equity holders at a general meeting. Dividend information is provided in note 13

to the consolidated financial statements.

Merger reserve

The merger reserve resulted from the acquisition of NewRiver Retail Limited and represents the difference between the value of the net

assets acquired of £524 million and the nominal value of the shares issued, adjusted for subsequent impairments and impairment reversals in

NewRiver Retail Limited following the creation of the merger reserve in 2016.

Critical estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires the Directors to exercise

judgement in the process of applying the Company’s accounting policies. Changes in assumptions may have a significant impact on the

financial statements in the period the assumptions changed. The Directors believe that the underlying assumptions are appropriate. The only

critical estimates, assumptions and judgements relate to the determination of the carrying value of the investment in the Company’s

subsidiary undertakings. The nature, facts and circumstance of the investment are taken into account on assessing whether there are any

indications of impairment.

Impairment of investment in subsidiaries

The carrying value of the Company’s investment in subsidiaries are disclosed in note B. The Company tests its investment in subsidiary

balances annually for impairment. An impairment is recognised where the recoverable amount of the investment is below its carrying amount.

The value in use of investments are mainly driven by changes in the value of investment properties held on the balance sheets of those

investments and any distributions made to the Company. If valuations of investment properties declined by 10%, the impairment in investment

in subsidiaries would be £52.9 million (2023: £53.7 million).

B. Investment in subsidiaries

All subsidiaries are held indirectly except the companies marked* in the below listing.

Name

Country of

incorporation Activity

Proportion of

ownership interest Class of share

C-store REIT Limited UK Dormant company 100% Ordinary Shares

Convenience Store REIT Limited UK Dormant company 100% Ordinary Shares

NewRiver Capital Limited* UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Burgess Hill) Limited UK Dormant company 100% Ordinary Shares

NewRiver (Darnall) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Finance Company Limited UK Real estate investments 100% Ordinary Shares

NewRiver REIT (UK) Limited UK Asset management 100% Ordinary Shares

NewRiver Leisure Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Bexleyheath) Holdings Limited UK Group holding company 100% Ordinary Shares

NewRiver Retail (Bexleyheath) Limited Jersey Real estate investments 100% Ordinary Shares

NewRiver Retail (Broadway Square) UK Limited UK Dormant 100% Ordinary Shares

NewRiver Retail (Bexleyheath) UK Limited UK Dormant 100% Ordinary Shares

NewRiver Retail (Boscombe No. 1) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Broadway Square) Limited Jersey Real estate investments 100% Ordinary Shares

NewRiver Retail (Cardiff) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Carmarthen) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Darlington) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Grays S.a.r.l* Luxembourg Real estate investments 100% Ordinary Shares

NewRiver (Grays) UK Limited* UK Dormant 100% Ordinary Shares

NewRiver Retail (GP3) Limited UK General partner 100% Ordinary Shares

NewRiver Retail (Leylands Road) Limited UK Dormant 100% Ordinary Shares

NewRiver Retail (Market Deeping No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares

NewRiver Retail (Morecambe) Limited UK Real estate investments 100% Ordinary Shares

186 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Name

Country of

incorporation Activity

Proportion of

ownership interest Class of share

NewRiver Retail (Nominee No.3) Limited UK Dormant company 100% Ordinary Shares

NewRiver Retail (Paisley) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Penge) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Portfolio No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares

NewRiver Retail (Portfolio No. 2) Limited Guernsey Real estate investments 100% Ordinary Shares

NewRiver Retail (Portfolio No. 3) Limited UK Holding company 100% Ordinary Shares

NewRiver Retail (Portfolio No. 3) Limited Partnership UK Real estate investments 100% Partnership

NewRiver Retail (Portfolio No. 4) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Portfolio No. 5) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Portfolio No. 6) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Portfolio No. 8) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Ramsay Development) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Ramsay Investment) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Skegness) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Wakefield) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Warminster) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Wisbech) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Witham) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail (Wrexham No.1) Limited Guernsey Real estate investments 100% Ordinary Shares

NewRiver Retail (Portfolio No. 10) Limited UK Real estate investments 100% Ordinary Shares

NewRiver Retail Holdings Limited Guernsey Group holding company 100% Ordinary Shares

NewRiver Retail Holdings No. 1 Limited Guernsey Group holding company 100% Ordinary Shares

NewRiver Retail Holdings No. 2 Limited Guernsey Group holding company 100% Ordinary Shares

NewRiver Retail Holdings No. 3 Limited Guernsey Group holding company 100% Ordinary Shares

NewRiver Retail Holdings No. 5 Limited Guernsey Group holding company 100% Ordinary Shares

NewRiver Retail Holdings No. 6 Limited Guernsey Group holding company 100% Ordinary Shares

NewRiver Retail Limited* Guernsey Group holding company 100% Ordinary Shares

NewRiver Retail Limited UK Real estate investments 100% Ordinary units

NewRiver Retail Property Unit Trust Jersey Real estate investments 100% Ordinary units

NewRiver Retail Property Unit Trust No. 2 Jersey Real estate investments 100% Ordinary units

NewRiver Retail Property Unit Trust No. 3 Jersey Real estate investments 100% Ordinary units

NewRiver Retail Property Unit Trust No. 5 Jersey Real estate investments 100% Ordinary units

NewRiver Retail Property Unit Trust No. 6 Jersey Real estate investments 100% Ordinary units

NewRiver Retail Property Unit Trust No. 7 Jersey Real estate investments 100% Ordinary units

Shopping Centre REIT Limited UK Dormant company 100% Ordinary Shares

All UK incorporated companies have their registered offices at 89 Whitfield street, London, W1T 4DE. All Jersey incorporated companies have

their registered offices at 13 Castle Street, St Helier, Jersey, Channel Islands, JE4 5UT. All Guernsey incorporated companies have their

registered offices at Floor 2 Trafalgar Court, Les Banques, St Peter Port, GY1 4LY. All Luxembourg incorporated companies have their

registered offices at 5, Heienhaff L-1736 Senningerberg.

The Company’s investments in joint ventures and associates are detailed in notes 15/16. The registered offices of the companies are:

Guernsey – NewRiver Retail (GP1) Ltd, Floor 2 Trafalgar Court, Les Banques, St Peter Port, GY1 4LY

UK – NewRiver Retail (Sprucefield) Limited, 89 Whitfield street, London, W1T 4DE

UK – NewRiver Retail (Hamilton) Limited, 89 Whitfield street, London, W1T 4DE

Reconciliation of the movement in investment in subsidiaries:

187NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

Notes to the company financial statements continued

Reconciliation of the movement in investment in subsidiaries:

2024

£m

2023

£m

Opening balance 323.9 329.9

Impairment in subsidiaries (2.0) (6.0)

Investment in subsidiaries 321.9 323.9

The Company has recognised a net impairment of £2.0 million which relates to an impairment of £10.0 million in relation to the disposal the

Group’s joint venture, NewRiver (Napier) Limited, offset by a reversal in the impairment of other investments of £8.0 million (2023: £6.0 million

impairment) to reflect the increase in the recoverable amount of the Company’s investment.

C. Auditors remuneration

The auditors’ remuneration in respect of the Company is disclosed in note 6 of the consolidated financial statements.

D. Amounts owed from subsidiary undertakings

2024

£m

2023

£m

Non-current - Amounts owed from subsidiary undertakings * 211.9 213.7

Current - Amounts owed from subsidiary undertakings 171.0 196.5

382.9 410.2

* Includes an expected credit loss impairment provision of £0.3 million (2023: £0.6 million)

Non-current amounts owed by subsidiary undertakings have repayment dates beyond 12 months, are unsecured and bear interest that

reflects market rates.

Current amounts owed by subsidiaries undertakings are unsecured, interest free and repayable on demand.

E. Current liabilities

2024

£m

2023

£m

Trade creditors 0.1 –

Accruals 2.1 2.3

Amounts owed to subsidiary undertakings 159.1 154.9

161.3 157.2

Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand.

F. Borrowings

All borrowings issued by the Group at 31 March 2024 were issued by the Company. See note 20 of the consolidated financial statements for

details.

188 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

In addition to information contained in the Group financial statements, Alternative Performance Measures (‘APMs’), being financial measures

which are not specified under IFRS, are also used by management to assess the Group’s performance. These APMs include a number

of European Public Real Estate Association (‘EPRA’) measures, prepared in accordance with the EPRA Best Practice Recommendations

reporting framework. We report these because management considers them to improve the transparency and relevance of our published

results as well as the comparability with other listed European real estate companies.

The table below identifies the APMs used in this statement and provides the nearest IFRS measure where applicable, and where in this

statement an explanation and reconciliation can be found.

APM Nearest IFRS measure Explanation and reconciliation

Underlying Funds From Operations

(‘UFFO’) and UFFO per share Profit/(Loss) for the year after taxation Note 12 of the Financial Statements

EPRA Net Tangible Assets (‘NTA’)

andEPRA NTA per share Net Assets Note 12 of the Financial Statements

Dividend cover N/A ‘Financial Policies’ section of the ‘Finance Review’

Admin cost ratio N/A Note 6 of the Financial Statements

Interest cover N/A Glossary

EPRA EPS IFRS Basic EPS Note 12 of the Financial Statements

EPRA NIY N/A ‘EPRA performance measures’ section of this document

EPRA ‘topped-up’ NIY N/A ‘EPRA performance measures’ section of this document

EPRA Vacancy Rate N/A ‘EPRA performance measures’ section of this document

Total Accounting Return N/A Glossary

Weighted average cost of debt N/A ‘Financial Policies’ section of the “Finance review”

Weighted average debt maturity N/A ‘Financial Policies’ section of the “Finance review”

Loan to Value N/A Note 24 of the Financial Statements

Alternative Performance Measures (APMs) (Unaudited)

189NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

The information in this section is unaudited and does not form part of the consolidated primary statements of the company or the

notes thereto.

Introduction

Below we disclose financial performance measures in accordance with the European Public Real Estate Association (‘EPRA’) Best

Practice Recommendations which are aimed at improving the transparency, consistency and relevance of reporting across European

Real Estate companies.

This section sets out the rationale for each performance measure as well as how it is measured. A summary of the performance measures is

included in the following tables

FY24 FY23

EPRA Earnings Per Share (EPS) 7.4p 7.9p

EPRA Cost Ratio (including direct vacancy costs) 36.9% 38.6%

EPRA Cost Ratio (excluding direct vacancy costs) 33.8% 34.3%

March 2024 March 2023

EPRA NRV per share 127p 134p

EPRA NTA per share 115p 121p

EPRA NDV per share 123p 135p

EPRA LTV 34.1% 37.0%

EPRA NIY 7.1% 7.6%

EPRA ‘topped-up’ NIY 7.5% 8.0%

EPRA Vacancy Rate 2.1% 3.4%

EPRA Earnings Per Share: 7.4p

Definition

Earnings from operational activities

Purpose

A key measure of a company’s underlying operating results and an indication of the extent to which current dividend payments are

supported by earnings

FY24

(£m)

FY23

(£m)

Earnings/(loss) per IFRS income statement 3.0 (16.8)

Adjustments to calculate EPRA Earnings, exclude:

Changes in value of investment properties, development properties held for investment and other interests 13.9 38.2

Profits or losses on disposal of investment properties, development properties held for investment

and other interests 6.1 3.8

Changes in fair value of financial instruments and associated close-out costs – –

Acquisition costs on share deals and non-controlling joint venture interests – –

Deferred tax in respect of EPRA adjustments – –

Adjustments to above in respect of joint ventures (unless already included under proportional consolidation) (0.1) (0.8)

EPRA Earnings 22.9 24.4

Basic number of shares 311.4m 309.7m

EPRA Earnings per Share (EPS) 7.4p 7.9p

EPRA PERFORMANCE MEASURES (Unaudited)

190 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Reconciliation of EPRA Earnings to Underlying Funds From Operations (UFFO)

FY24

(£m)

FY23

(£m)

EPRA Earnings 22.9 24.4

Share-based payment charge 1.5 1.1

Depreciation on property – –

Forward-looking element of IFRS 9 – (0.2)

Head office relocation costs – 0.5

Underlying Funds From Operations (UFFO) 24.4 25.8

Basic number of shares 311.4m 309.7m

UFFO per share 7.8p 8.3p

EPRA NRV per share: 127p; EPRA NTA per share: 115p; EPRA NDV per share: 123p

Definition

Net Asset Value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to

crystallise in a long-term investment property business model.

Purpose

Makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the fair value of the assets and liabilities

within a true real estate investment company with a long-term investment strategy.

31 March 2024

EPRA NRV

(£m)

EPRA NTA

(£m)

EPRA NDV

(£m)

IFRS Equity attributable to shareholders 361.1 361.1 361.1

Fair value of financial instruments (0.1) (0.1) –

Deferred tax in relation to fair value gains of Investment Property 0.8 0.8 –

Fair value of debt – – 24.5

Purchasers’ costs 36.8 – –

EPRA NRV/NTA/NDV 398.6 361.8 385.6

Fully diluted number of shares 313.3m 313.3m 313.3m

EPRA NRV/NTA/NDV per share 127p 115p 123p

31 March 2023

EPRA NRV

(£m)

EPRA NTA

(£m)

EPRA NDV

(£m)

IFRS Equity attributable to shareholders 378.6 378.6 378.6

Fair value of financial instruments (0.6) (0.6) –

Deferred tax in relation to fair value gains of Investment Property 0.9 0.9 –

Fair value of debt – – 43.2

Purchasers’ costs 40.2 – –

EPRA NRV/NTA/NDV 419.1 378.9 421.8

Fully diluted number of shares 312.7m 312.7m 312.7m

EPRA NRV/NTA/NDV per share 134p 121p 135p

191NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

EPRA performance measures (unaudited) continued

EPRA LTV: 34.1%

Definition

EPRA LTV is the ratio of gross debt, net payables less cash and cash equivalents to the aggregate value of properties. LTV is expressed on a

proportionally condensed consolidated basis.

Purpose

EPRA LTV introduces a consistent and comparable metric for the real estate sector, with the aim to assess the gearing of the shareholder

equity within a real estate investment company.

31 March 2024

Group

(£m)

Share of Joint

Ventures

(£m)

Share of

Associates

(£m)

Total

(£m)

Borrowings from financial institutions – – (4.0) (4.0)

Corporate bond (300.0) – – (300.0)

Net (payables)/receivables (14.9) 0.1 (0.1) (14.9)

Cash and cash equivalents 132.8 – 0.4 133.2

Net Debt (A) (182.1) 0.1 (3.7) (185.7)

Investment property at fair value 533.8 – 10.0 543.8

Total Property Value (B) 533.8 – 10.0 543.8

LTV (A/B) 34.1% 34.1%

31 March 2023

Group

(£m)

Share of Joint

Ventures

(£m)

Share of

Associates

(£m)

Total

(£m)

Borrowings from financial institutions – (12.0) (4.0) (16.0)

Corporate bond (300.0) – – (300.0)

Net payables (14.5) (0.2) (0.3) (15.0)

Cash and cash equivalents 108.6 2.1 0.6 111.3

Net Debt (A) (205.9) (10.1) (3.7) (219.7)

Investment property at fair value 551.5 32.2 9.9 593.6

Total Property Value (B) 551.5 32.2 9.9 593.6

LTV (A/B) 37.3% 37.0%

EPRA NIY: 7.1%, EPRA ‘topped-up’ NIY: 7.5%

Definition

The basic EPRA NIY calculates the annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable

property operating expenses, divided by the market value of the property, increased with (estimated) purchasers’ costs.

In respect of the ‘topped-up’ NIY, an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease

incentives such as discounted rent periods and step rents).

Purpose

A comparable measure for portfolio valuations to assist investors in comparing portfolios.

March 2024

(£m)

March 2023

(£m)

Properties at valuation – wholly owned 533.8 551.5

Properties at valuation – share of Joint Ventures & Associates 10.0 42.1

Trading property (including share of Joint Ventures & Associates) – –

Less: Developments (10.0) (10.2)

Completed property portfolio 533.8 583.4

Allowance for estimated purchasers’ costs and capital expenditure 40.5 44.9

Grossed up completed property portfolio valuation B 574.3 628.3

Annualised cash passing rental income 50.9 59.6

Property outgoings (10.0) (11.9)

Annualised net rents A 40.9 47.7

Add: Notional rent expiration of rent free periods or other lease incentives 2.4 2.4

Topped-up net annualised rent C 43.3 50.1

EPRA NIY A/B 7.1% 7.6%

EPRA ‘topped-up’ NIY C/B 7.5% 8.0%

192 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

EPRA Vacancy rate: 2.1%

Definition

Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio, excluding development assets.

Purpose

A ‘pure’ (%) measure of investment property space that is vacant, based on ERV.

March 2024

(£m)

March 2023

(£m)

Estimated Rental Value of vacant retail space A 1.0 1.8

Estimated rental value of the retail portfolio B 47.8 53.0

EPRA Vacancy Rate A/B 2.1% 3.4%

EPRA Cost Ratio (including direct vacancy costs): 36.9%; EPRA Cost Ratio (excluding direct

vacancy costs): 33.8%

Definition

Administrative & operating costs (including & excluding costs of direct vacancy) divided by gross rental income.

Purpose

A key measure to enable meaningful measurement of the changes in a company’s operating costs.

FY24

(£m)

FY23

(£m)

Administrative/operating expenses per IFRS 18.2 19.2

Net service charge costs/fees 4.0 5.6

Management fees less actual/estimated profit element (2.5) (1.5)

Other operating income/recharges intended to cover overhead expenses less any related profits – –

Share of Joint Ventures and associates expenses (net of other income) 0.1 0.4

Exclude (if part of the above):

Investment property depreciation – –

Ground rent costs 0.4 0.6

Service charge costs recovered through rents but not separately invoiced – –

EPRA Costs (including direct vacancy costs) A 20.2 24.3

Direct vacancy costs (1.7) (2.7)

EPRA Costs (excluding direct vacancy costs) B 18.5 21.6

Gross Rental Income less ground rents – per IFRS 53.3 59.4

Less: service fee and service charge costs components of Gross Rental Income (if relevant) – –

Add: share of Joint Ventures and associates (Gross Rental Income less ground rents) 1.5 3.6

Gross Rental Income C 54.8 63.0

EPRA Cost Ratio (including direct vacancy costs) A/C 36.9% 38.6%

EPRA Cost Ratio (excluding direct vacancy costs) B/C 33.8% 34.3%

193NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Financial Statements

EPRA performance measures (unaudited) continued

Reconciliation of EPRA Costs (including direct vacancy costs) to Net Administrative expenses per IFRS

FY24

(£m)

FY23

(£m)

EPRA Costs (including direct vacancy costs) A 20.2 24.3

Exclude

Ground rent costs (0.4) (0.6)

Share of Joint Ventures and associates property expenses (net of other income) – (0.4)

Other operating income/recharges intended to cover overhead expenses less any related

profits – –

Net service charge costs/fees (4.0) (5.6)

Operating expenses (excluding service charge cost) (5.8) (6.6)

Tenant incentives (included within income) (0.2) (0.2)

Letting & legal costs (included within income) (1.3) (1.3)

Group’s share of net administrative expenses as per IFRS D 8.5 9.6

EPRA Gross Rental Income C 54.8 63.0

Ground rent costs (0.4) (0.6)

Expected credit reversal/(loss) 0.1 (0.2)

Surrender premiums and commissions (0.7) (0.6)

Other income 0.4 1.4

Property rental, other income and related income as per IFRS E 54.2 63.0

Administrative cost ratio as per IFRS D/E 15.7% 15.2%

Property related capital expenditure and tenant incentives (additional disclosure)

Year ended

31 March 2024

Year ended

31 March 2023

Group

£m

JVs & Associates

£m

Group’s share

£m

Group

£m

JVs & Associates

£m

Group’s share

£m

Acquisitions – – – – – –

Development 0.2 – 0.2 0.3 – 0.3

Investment properties

Incremental lettable space 4.0 – 4.0 1.9 – 1.9

Non incremental lettable space 1.9 – 1.9 0.8 0.8 1.6

Other material non-allocated types of expenditure – – – – – –

Capitalised interest – – – – – –

Total property related capital expenditure and tenant

incentives 6.1 – 6.1 3.0 0.8 3.8

Conversion from accrual to cash basis – – – (0.1) (0.3) (0.4)

Total property related capital expenditure and tenant

incentives on cash basis 6.1 – 6.1 2.9 0.5 3.4

Refurbishment expenditure in respect of major works is capitalised whilst renovation and refurbishment expenditure of a revenue nature is

expensed as incurred. Our business model for major works and developments is to use a combination of in-house staff and external advisers.

The cost of external advisers is capitalised to the cost of developments and employee costs in relation to in-house staff time on development

projects are capitalised into the base cost of relevant assets subject to meeting certain criteria related to the degree of time spent on and the

nature of specific projects. Staff costs amounting to £0.5 million (2023: £0.5 million) have been capitalised as such during the year. Capital

tenant incentives of £0.8 million (2023: £0.4 million) were paid during the year, with associated amortisation of £0.2 million (2023: £0.2 million)

recognised in the consolidated statement of comprehensive income.

194 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Our Corporate Environmental Performance Measures

NewRiver occupied 16 New Burlington Place as our head office until mid-July 2022. In April 2022, we took occupation of 89 Whitfield Street

as our new head office and entered a fit-out period of circa 3 months, before we officially moved in mid-July 2022. There was therefore a

3-month period during which we were responsible for utilities at both 16 New Burlington Place and 89 Whitfield Street, which is included in

our FY23 disclosures. FY23 intensity disclosures are based on the average floor area across the two office spaces. There were no waste

collections for NewRiver at 89 Whitfield Street during the fit-out period.

All data presented in this disclosure has been checked and collated by Cushman & Wakefield, and verified under ISO 14064-3:2019 by AESG.

Absolute Performance (Abs)

EPRA Code Performance Measure Unit(s) of

measure

% of data

estimation

FY23 FY24 % Change

Elec-Abs Electricity consumption

Annual kWh 31,932 29,446 -8%

DH&C-Abs District heating & cooling Annual kWh Our corporate offices are not connected to district heating & cooling

Fuels-Abs Fuel consumption

Annual kWh

See footnotes

24,832 0 -100%

Energy-Int Energy intensity

kWhelec-eq/m

/yr 82 77 -5%

GHG-Dir-Abs Scope 1 emissions Kg CO

e 4,568 0 -100%

GHG-Indir-Abs Scope 2 emissions

(location-based)

Kg CO

e 6,175 6,097 -1%

Scope 2 emissions

(market-based)

Kg CO

e 0 0 0%

Scope 3 emissions

Tonnes CO

See footnotes

2,476 1,540 -38%

GHG-Int Scope 1 and 2 emissions Kg CO

e/ m

/ year 17.63 16.05 -9%

Water-Abs Water consumption

Annual m

166 38 -77%

Water-Int Water intensity M3 consumption/ m

0.27 0.10 -64%

Waste Kg total waste

Kg 1,072 2,964 176%

Recycling rate % total waste recycled 51% 60% 17%

1. Carbonxgen prepared precise apportionment of electricity charges for 16 New Burlington Place, whilst gas and water were apportioned based on whole building data.

We have apportioned gas and water consumption based on the percentage of direct NewRiver usage of the total electricity consumed on site, which over the relevant months was 4%.

2. Waste data for 16 New Burlington Place is prepared on a whole building basis. We have apportioned waste based on the floor area apportionment attributed to NewRiver for service

chargepurposes (21%).

3. Scope 3 emissions as presented above include the emissions associated with our occupation of our corporate offices, and so include water consumption, waste generation, and indirect

emissions from our consumption of energy.

4. kWh elec-eq/m

/yr is calculated using the REEB Benchmark 2020

5. We occupied 89 Whitfield Street for the full duration of the FY24 period. All data for this premises is available per occupier/meter and therefore no apportionment has been required.

We did however experience issues with the recording of our waste data, as well as issues with non NewRiver personnel utilising our waste bins. This has contributed to an increase in total

waste volume, which we are monitoring with our landlord.

6. All of the above indicators have been checked by Cushman & Wakefield and verified by AESG as part of our GHG Inventory.

ESG Data Sets Appendix

(Unaudited)

195NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG Data Sets Appendix

Our Portfolio Environmental Performance Measures

Absolute Performance

(Abs)

Like-for-like Performance

(LfL)

EPRA Code Performance

Measure

Unit(s) of measure % of data

estimation

FY23 FY24 FY23 FY24 % Change

Elec-Abs,

Elec-LfL

Electricity

consumption

Annual MWh 1.1% 10,462 8,188 8,183 7,738 -5%

DH&C-Abs & LfL District heating

&cooling

Annual MWh None of our properties were connected to or benefitted from district

heating & cooling

Fuels-Abs,

Fuels-LfL

Fuel consumption Annual MWh 1% 3,911 2,708 2,758 2,563 -7%

Energy-Int Energy intensity kWhelec-eq/m

/yr - 76 61 76 72 -6%

GHG-Dir-Abs Scope 1 emissions Tonnes CO

e 714 495 503 469 -7%

GHG-Indir-Abs Scope 2 emissions

(location-based)

Tonnes CO

e 2,023 1,695 1,583 1,602 1%

Scope 2 emissions

(market-based)

Tonnes CO

e 0 0 0 0 0%

Scope 3 emissions Tonnes CO

e 745 581 688 541 -21%

GHG-Int Scope 1 and

2emissions

Tonnes CO

e/ m

/ year 0.016 0.013 0.016 0.016 -1%

Water-Abs,

Water-LfL

Water consumption Annual m

6.3% 68,607 65,602 59,735 55,798 -7%

Water-Int Water intensity m

consumption/ m

0.39 0.40 0.45 0.42 -7%

Waste-Abs,

Waste-LfL

Tonnes total waste

Tonnes

3.6% 3,253 2,887 2,896 2,783 -4%

Tonnes diverted

fromlandfill

3,253 2,887 2,896 2,783 -4%

Tonnes waste

toenergy

4.6% 1,124 1,173 992 1,121 13%

Tonnes recycling 2.5% 1,882 1,505 1,684 1,458 -13%

Cert-ToT Type and number

ofsustainably

certified assets

Total number by

certification/ rating/

labelling scheme

Please see the following page 197 for a detailed breakdown of this

performance measure. We are also in the process of certifying 10 no.

assets to the WELL Health-Safety Rating standard.

1. Data coverage: the figures reported against each performance measure represent 100% of the assets within our Operational Control reporting boundary.

2. Normalisation: Intensity indicators for energy, water and waste are based on relevant floor area.

3. Scope 3 emissions relate to the emissions included in our 2040 net-zero target, which are those arising from the directly controlled areas of our assets (i.e., waste, water, and upstream emissions

and transmission & distribution losses from energy consumption). We have chosen to include these categories only to provide a clear performance comparison, as all other Scope 3 categories are

otherwise difficult to distinguish when collated with “downstream leased assets”.

4. Absolute and like-for-like asset-level performance measures include only landlord-procured energy/water. This does not include sub-metered energy procured on behalf of occupiers on inclusive

leases, which amounted to 57,985 kWh in 2023 (electricity only) , and which is accounted for in the Scope 3 emissions category of “downstream leased assets” reported within our Streamlined

Energy and Carbon Reporting (SECR) disclosure on page 73.

5. “Estimation” refers to filling invoice gaps, not to whether invoices are based on “estimated” or “actual” readings. Although a vast majority of the data presented is based on actual consumption, in

the instances where there were gaps in electricity and water consumption, the average of the months where we had data was applied to the missing months. Where data covered only part of a

month, a pro-rata method using known consumption was applied. With regards to natural gas, due to the variability of consumption throughout the year, any unknown consumption was estimated

using seasonal trends.

6. As our portfolio is comprised of entirely retail properties within the UK only, we do not undertake segmental analysis.

7. Our environmental and social performance data has been collated and checked by Cushman & Wakefield, and verified by AESG as part of our GHG inventory. GHG Inventory verification includes

all indicators above, other than Cert-ToT which is instead audited by PwC as part of the Annual Report & Accounts.

8. In our FY23 report, the Energy-Int indicator was erronously reported in MWhelec-eq/m2/yr. This has been corrected above.

9. This disclosure includes restatements of FY23 data in connection with the data restatement notes on page 74.

196 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG data sets appendix (unaudited) continued

EPC certificates by Region and Asset Rating

In the below table, the number of certificates is presented within each legislative region (England & Wales, Ireland, and Scotland) by asset

rating, A+ through to G. We have also disclosed the number of units with no/expired EPCs to provide clarity on certification coverage across

theportfolio. We are pleased to have increased EPC coverage to 77%, up from 64% last year. This excludes recently sold assets for which we

acquired new EPCs for the purposes of sale.

Region A+ A B C D E F G No/ Expired EPC

England

& Wales

0 11 211 234 155 68 0 0 93

Northern

Ireland

0 0 2 15 8 3 0 4 37

Scotland 0 1 3 14 8 17 6 3 95

Total 0 12 216 263 171 88 6 7 225

Asset Social Performance Measures

EPRA Code Performance Measure Unit(s) of Measure Boundary FY23 FY24

H&S-Asset Asset health and safety assessments Percentage of assets

Managed Assets

100% 100%

H&S-Comp Asset health and safety compliance Number of incidents

inreporting year

0 0

Development and major refurbishment project

health and safety compliance

Number of incidents

over past 3 years

0 –

Comty-Eng Community engagement, impact assessments and

development programmes

Percentage of assets 100% 100%

197NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG Data Sets Appendix

Employee Social Performance Measures

EPRA Code Performance Measure Unit(s) of Measure Boundary FY23 FY24

Diversity-Emp Employee gender diversity Percentage of employees,

Board diversity

NewRiver Board 29% female/

71% male

29% Female/

71% male

Percentage of employees, All

employee gender diversity

NewRiver direct

employees

47 % Female/

53% Male

50% Female/

50% male

— Employee racial diversity Percentage of employees,

All employee racial diversity

84% White/9%

Asian/1%

Caribbean/ 5%

Mixed/1 % Moth

77% White/

13% Asian/4%

Caribbean/ 4%

Mixed/ 2% Moth

Diversity-Pay

Gender pay ratio Ratio of gender pay,

mean/median

34% Mean/29%

Median

39% Mean,

37% Median

Emp-Training Employee training and

development

Average hours/employee 26 46

Employee training,

subscriptions, surveys,

and online platforms

Total £s invested £142,492 £ 179,096

Employee health &

safety training

Average hours/ employee 2 7

Emp-Dev Employee performance

appraisals

Percentage of employees 100% 100%

Emp-Turnover Total number of new hires Total number 2 8

Total number of leavers Total number 9 5

Rate of new hires Percentage 4% 17%

Rate of employee turnover Percentage 15% 11%

— Temporary staff Percentage of employees

who are contractors or

temporary staff

0% 0%

H&S-Emp Injury rate Per 100,000 hours worked 0 0

Lost day rate Per 100,000 hours worked 0 0

Absentee rate Days per employee 0 0

Fatalities Total number 0 0

— Instances of non-

compliance with

labourstandards

Total number 0 0

1. As we have fewer than 250 employees, we are not obliged by The Equality Act 2010 (Gender Pay Gap Information Regulations 2017) to disclose our gender pay information. We calculate

gender pay gap based on the difference between the average annual salaries of men and women, excluding bonuses and other benefits.

198 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

ESG data sets appendix (unaudited) continued

Admin cost ratio: Is the Group’s share of net administrative

expenses (including its share of JV administrative expenses) divided

by the Group’s share of property income (including its share of JV

property income).

Associates: Is an entity in which the Group holds an interest and is

significantly influenced by the Group.

Average debt maturity: Is measured in years when each tranche of

gross debt is multiplied by the remaining period to its maturity and

the result is divided by total gross debt in issue at the period end.

Average debt maturity is expressed on a proportionally

consolidated basis.

Balance sheet gearing: Is the balance sheet net debt divided by

IFRS net assets.

BRAVO: Is BRAVO Strategies III LLC, with which NewRiver formed a

capital partnership in May 2019 to acquire and manage a portfolio

of retail assets in the UK.

Book value: Is the amount at which assets and liabilities are

reported in the financial statements.

Cost of debt: Is the loan interest and derivative costs at the period

end, divided by total debt in issue at the period end. Cost of debt is

expressed on a proportionally consolidated basis.

CVA: Is a Company Voluntary Arrangement, a legally binding

agreement that allows a company to settle debts by paying only

aproportion of the amount that it owes to creditors (such as

contracted rent) or to come to some other arrangement with

itscreditors over the payment of its debts.

Dividend cover: Underlying Funds From Operations per share

divided by dividend per share declared in the period.

EPRA: Is the European Public Real Estate Association.

EPRA earnings: Is the IFRS profit after taxation excluding

investment property revaluations, fair value adjustments on

derivatives, gains/losses on disposals and deferred tax.

EPRA earnings per share: Is EPRA earnings divided by the weighted

average basic number of shares in issue during the period.

EPRA Net Tangible Assets (EPRA NTA): Are the balance sheet net

assets excluding the mark to market on effective cash flow hedges

and related debt adjustments, deferred taxation on revaluations,

goodwill, and diluting for the effect of those shares potentially

issuable under employee share schemes.

EPRA NTA per share: Is EPRA NTA divided by the diluted number

of shares at the period end.

EPRA LTV: EPRA LTV is the ratio of gross debt, net payables less

cash and cash equivalents to the aggregate value of properties.

LTV is expressed on a proportionally consolidated basis.

ERV growth: Is the change in ERV over a period on our investment

portfolio expressed as a percentage of the ERV at the start of the

period. ERV growth is calculated monthly and compounded for the

period subject to measurement, as calculated by MSCI Real Estate.

Estimated rental value (ERV): Is the external valuers’ opinion as

tothe open market rent which, on the date of valuation, could

reasonably be expected to be obtained on a new letting or rent

review of a property.

Footfall: Is the annualised number of visitors entering our shopping

centre assets.

Gross Asset Value (GAV): Is the total value of all real estate

investments owned by the Company

Group: Is NewRiver REIT plc, the Company and its subsidiaries and

its share of joint ventures (accounted for on an equity basis).

Head lease: Is a lease under which the Group holds an

investmentproperty.

IFRS: UK-adopted International Accounting Standards.

Income return: Is the income derived from a property as a

percentage of the property value.

Interest cover: Interest cover is tested at corporate level and is

calculated by comparing actual net property income received

versus cash interest payable on a 12 month look-back basis.

Joint venture: Is an entity in which the Group holds an interest on a

long-term basis and is jointly controlled by the Group and one or

more ventures under a contractual arrangement whereby decisions

on financial and operating policies essential to the operation,

performance and financial position of the venture require each joint

venture partner’s consent.

Leasing events: Long-term and temporary new lettings,

leaserenewals and lease variations within investment and joint

ventureproperties.

Like-for-like ERV growth: Is the change in ERV over a period on the

standing investment properties expressed as a percentage of the

ERV at the start of the period.

Like-for-like footfall: Is the movement in footfall against the same

period in the prior period, on properties owned throughout both

comparable periods, aggregated at 100% share.

Like-for-like net income: Is the change in net income on properties

owned throughout the current and previous periods under review.

This growth rate includes revenue recognition and lease accounting

adjustments but excludes properties held for development in either

period, properties with guaranteed rent reviews and asset

management determinations.

Long-term leasing deals: Are leasing deals with a fixed term certain

of at least one year.

Loan to Value (LTV): Is the ratio of gross debt less cash, short-term

deposits and liquid investments to the aggregate value of properties

and investments. LTV is expressed on a proportionally

consolidatedbasis.

Mark to market: Is the difference between the book value of an

asset or liability and its market value.

MSCI: MSCI Inc produces independent benchmarks of property

returns and NewRiver portfolio returns. Net equivalent yield (NEY):

Is the net weighted average income return a property will produce

based upon the timing of the income received. In accordance with

usual practice, the equivalent yields (as determined by the external

valuers) assume rent received annually in arrears and on values

before deducting prospective purchaser’s costs.

Net equivalent yield (NEY): Is the net weighted average income

return a property will produce based upon the timing of the income

received. In accordance with usual practice, the equivalent yields

(as determined by the external valuers) assume rent received

annually in arrears and on values before deducting prospective

purchaser’s costs.

Glossary

199NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Glossary and Company Information

Net initial yield (NIY): Is the current annualised rent, net of costs,

expressed as a percentage of capital value, after adding notional

purchaser’s costs.

Net rental income: Is the rental income receivable in the period

payment of net property outgoings. Net rental income will differ

from annualised net rents and passing rent due to the effects of

income from rent reviews, net property outgoings and accounting

adjustments for fixed and minimum contracted rent reviews and

lease incentives.

NewRiver share: Represents the Group’s ownership on a

proportionally consolidated basis.

Passing rent: Is the gross rent payable under leases terms.

Pre-let: A lease signed with an occupier prior to the completion

ofadevelopment.

Pre-sale: A sale exchanged with a purchaser prior to completion of

a development.

Property Income Distribution (PID): As a REIT the Group is obliged

to distribute 90% of the tax-exempt profits. These dividends, which

are referred to as PIDs, are subject to withholding tax at the basic

rate of income tax. Certain classes of shareholders may qualify to

receive the dividend gross. See our website (www.nrr.co.uk) for

details. The Group can also make other normal (non-PID) dividend

payments which are taxed in the usual way.

Proportionally consolidated: The aggregation of the financial

results of the Reported Group and the Group’s Share of net

assetswithin its joint venture and associates.

Real Estate Investment Trust (REIT): Is a listed property company

which qualifies for and has elected into a tax regime, which exempts

qualifying UK property rental income and gains on investment

property disposals from corporation tax.

Rental value growth: Is the increase in the current rental value,

asdetermined by the Company’s valuers, over the 12-month period

on a like-for-like basis.

Retail occupancy rate: Is the estimated rental value of let units

expressed as a percentage of the total estimated rental value of the

portfolio, excluding development properties.

Risk-controlled development pipeline: Is the combination of all

development projects that the Company is currently pursuing or

assessing for feasibility. Our risk-controlled approach means that

we will not commit to a new development unless we have pre-let

orpresold at least 70% by area

Tenant (or lease) incentives: Are any incentives offered to

occupiers to enter into a lease. Typically the incentive will be an

initial rent-free period, or a cash contribution to fit-out or similar

costs. Under accounting rules, the value of lease incentives given

totenants is amortised through the Income Statement on a

straight-line basis to the lease expiry.

Total Accounting Return (TAR): Is the increase or decrease in EPRA

NTA per share plus dividends paid in the period, expressed as a

percentage of EPRA NTA per share at the beginning of the period.

Total Property Return (TPR): Is calculated as the change in capital

value, less any capital expenditure incurred, plus net income, expressed

as a percentage of capital employed over the period, as calculated by

MSCI Real Estate (formerly IPD). Total property returns are calculated

monthly and indexed to provide a return over the relevant period.

Topped-Up Net Initial Yield: Net initial yield adjusted to include

notional rent in respect of let properties which are subject to a rent

free period at the valuation date.

Underlying Funds From Operations (UFFO): Is a measure of the

Company’s operational profits, which includes other income and

excludes one off or non-cash adjustments, such as portfolio valuation

movements, profits or losses on the disposal of investment properties,

fair value movements on derivatives and share-based payment expense.

Weighted average lease expiry (WALE): Is the average lease

termremaining to first tenant break, or expiry, across the portfolio

weighted by rental income. This is also disclosed assuming all

tenant break clauses are exercised at the earliest date, as stated.

Excludes short-term licences and residential leases.

Yield on cost: Passing rents expressed as a percentage of the total

development cost of a property.

Yield Shift: Is a movement (usually expressed in basis points) in the

equivalent yield of a property asset.

200 NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Glossary continued

Company Information

Directors

Lynn Fordham

(Non-Executive Chair)

Allan Lockhart

(Chief Executive Officer)

Will Hobman

(Chief Financial Officer)

Alastair Miller

(Non-Executive Director)

Dr Karen Miller

(Non-Executive Director)

Charlie Parker

(Non-Executive Director)

Colin Rutherford

(Non-Executive Director)

Kerin Williams

(Company Secretary)

Registered office

89 Whitfield Street

London

W1T 4DE

Company Number

10221027

Brokers

Panmure Liberum Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London

EC2Y 9LY

Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

Shore Capital Limited

Cassini House

57 St James’s Street

London

SW1A 1LD

Financial adviser

Kinmont

5 Clifford Street

London

W1S 2LG

Auditor

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

Legal Advisers

CMS Cameron McKenna Nabarro Olswang LLP

Cannon Place

78 Cannon Street

London

EC4N 6AF

Tax Advisers

BDO LLP

55 Baker Street

London

W1U 7EU

Registrars

Link Group

floor

Central Square Wellington Street

Leeds

LS1 4DL

201NEWRIVER REIT PLC | ANNUAL REPORT AND ACCOUNTS 2024

Glossary and Company Information

This report is printed on paper certified in accordance with the FSC®

(Forest Stewardship Council®) and is recyclable and acid-free.

Pureprint Ltd is FSC certified and ISO 14001 certified showing that it

is committed to all round excellence and improving environmental

performance is an important part of this strategy.

Pureprint Ltd aims to reduce at source the effect its operations have

on the environment and is committed to continual improvement,

prevention of pollution and compliance with any legislation or

industry standards.

Pureprint Ltd is a Carbon / Neutral® Printing Company.

Designed and produced by Black Sun Global

www.blacksun-global.com

NewRiver REIT plc Annual Report and Accounts 2024

www.nrr.co.uk

NewRiver REIT plc

89 Whitfield Street

London

W1T 4DE

Tel: +44(0) 20 3328 5800