Annual Report & Accounts 2026
Essential everyday
destinations

Strategic Report
Highlights 1
At A Glance 2
Portfolio, Platform and
Partnerships,łSnozone
3
Business Model 6
Chair’s Statement 8
Chief Executive’s Review 10
Key Performance Indicators 17
Portfolio Review 19
Chief Financial Officer’s Review 30
Stakeholder Engagement 37
ESG Report
44
UK Sustainability Reporting Standard
Disclosures
63
Principal Risks and Uncertainties 72
Viability Statement 85
Non-Financial and Sustainability
Information Statement
87
Governance Report
88
Auditor’s Report
136
Financial Statements
143
Glossary & Other Information
Environmental Performance Appendix 186
Glossary 187
Company Information 189
Since day one, NewRiver has done one thing
differently, consistently. We’ve built our
business around the places people actually
need day in and day out. We own and actively
operate the essential everyday destinations
that millions of people rely on every week.
High-frequency, needs-based destinations,
embedded in the communities they serve.
These are not discretionary destinations, they
are places that are an essential part of how
people organise their everyday lives.
That structural demand is our foundation
and differentiation. Underpinned by data-led
decision-making to actively curate the right
occupier mix and high-quality customer
experience to provide people with what they
actually need.
We have a growth-orientated operating
platform that generates longer dwell times,
increased transactions, stronger occupiers
and high-performing partnerships that extend
our reach beyond our owned estate.
This translates to structurally sustainable
places that support attractive recurring income
returns and capital growth for
our shareholders.
Essential everyday destinations whatever the
weather – rain or shine, boom or downturn.
That is what we own. That is what we operate.
That is what differentiates us.

Highlights
Financial highlights
Underlying Funds From
Operations (UFFO)
1
UFFO per share
£37.2m
FY25: £30.5m
FY24: £24.4m
8.3p
FY25: 8.1p
FY24: 7.8p
EPRA
2
NTA per share Portfolio valuation
1
105p
FY25: 102p
FY24: 115p
+0.7%
FY25: +0.6%
FY24: -2.3%
Cash holding Net debt to EBITDA
£115.8m
FY25: £62.1m
FY24: £133.2m
6.2x
FY25: 5.4x
FY24: 4.8x
Everyday destinations, proven performance
1. Refer to page 32 in the Financial Review and page 186 in the Glossary;
and to the Glossary for like-for-like valuation growth.
2. The European Public Real Estate Association (EPRA)
Dividend per share IFRS profit after tax
6.7p
FY25: 6.5p
FY24: 6.6p
£31.7m
FY25: £23.7m
FY24: £3.0m
Total Property Return Total Accounting
Return
+6.7%
FY25: +7.8%
FY24: +4.8%
+9.4%
FY25: -5.9%
FY24: +0.5%
Interest Cover Ratio Loan to value (LTV)
4.6x
FY25: 6.0x
FY24: 6.5x
40.4%
FY25: 42.3%
FY24: 30.8%
Operational highlights
Occupancy Retention rate
95.0%
FY25: 96.1%
FY24: 98.0%
93%
FY25: 90%
FY24: 94%
Rent collection Leasing vs ERV
99%
FY25: 98%
FY24: 99%
+8.5%
FY25: +8.8%
FY24: +3.6%
Consumer spend in
Q4 to March 2026
Leasing vs previous
passing rent
+2.3%
vs same period last year
+37.3%
FY25: +17.5%
FY24: +1.8%
Compound Average
Growth Rate (CAGR)
Leasing
area (sq ft)
+1.8%
Average for FY24-FY26 on
8.3 year average previous
lease period
FY25: +0.7% over 9.7 years
FY24: -0.3% over 9.9 years
930,700
FY25: 939,700
FY24: 785,100
£110m
Disposals in line
with bookłvalue
47.7m
Buyback from Growthpoint
Properties Limited completed at
75 pence per share, representing
c.10% of NewRiver’s issued share
capital, accretive to both UFFO
and NTA on a per share basis
£240m
Refinancing completed
with strong support from our
banks, extending maturity and
increasing financial flexibility
Fitch Ratings
Balance sheet strength
recognised by Fitch Ratings
reaffirming NewRiver’s
Long-Term Issuer Default Rating
(IDR) at ‘BBB’ with a Stable
Outlook, and senior unsecured
rating (relating to £300m
unsecured 2028 bond) at ‘BBB+’
and Short-Term IDR at ‘F2’
Strength of our balance sheet
Our investment-grade rating reflects how we successfully completed disposals, a share buyback and refinance, whilst increasing our cash
position and reducing our LTV
1
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Essential Everyday Destinations
At a glance
NewRiver is a growth-orientated operating platform for essential everyday destinations.
Our people, portfolio, partnerships and platform drive our performance.
Our People
Experienced, specialist
& motivated
Across asset management, development,
finance, strategy and operations, our team
understand the full-investment cycle and
what makes places perform. Led by a
Board and Executive team with deep
sector experience, we invest in developing
talent from within and building the
capability our platform needs to grow.
Our Portfolio
Essential, everyday destinations
Our portfolio of high-frequency urban
destinations, a mix of shopping centres and
retail parks, is structurally supported and
fulfils the everyday needs of local people
day in and day out.
Our Partnerships
Leveraging our growth-orientated
operating platform to manage
assets on behalf of our capital
partners
We have the ability to co-invest, operate
and form joint ventures with capital
partners to create well-diversified fee
income, including private equity, banks,
local authorities and institutional investors
across a mix of shopping centres and
retail parks.
Our Platform
An operating platform that
generates income, not just
collects it
Our growth-orientated, scalable and
data-driven platform allows us to curate
high-frequency, needs-based destinations
that are structurally supported by the way
people live, in turn generating compound
income and value-creation.
See our CEO Review p13 & our portfolio review p19See our capital partnerships p3, 7, 27 & 41
See our platform in action from p3 See our stakeholder engagement p37
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Our purpose is to own and actively operate essential everyday destinations that millions of UK
consumers rely on week in and week out, converting structurally supported, high-frequency
demand into consistent income, powered by an operating platform focused on delivering
long-term capital growth and premium returns for our shareholders.
Four interconnected pillars drive our performance – our people, our portfolio, our partnerships
and our platform, each one connected to the other, creating long-term growth.
2
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We manage £2.1 billion of assets across 15 million sq ft including assets on our own balance
sheet and assets on behalf of 12 capital partners.
Across the wider platform, we collect c.£200 million of annual rent from approximately 3,000
tenants, across 39 shopping centres and 27 retail parks, demonstrating the scale and depth of our
operating platform.
Capital Partnerships are an important engine of
revenue growth and diversification, providing
access to capital-light income streams and
extending the reach of our asset management
platform beyond the balance sheet.
Net fee income generated from Capital
Partnerships in FY26 was £3.6 million.
Institutional capital chooses NewRiver to
manage its assets because the platform
generates returns that passive ownership
cannot. Fee income from this business has
compounded at 20% per annum over six years.
It is capital-light, and scales with the platform.
Assets under management have grown by
£0.8 billion over the past three years, reflecting
sustained demand for a specialist operating
platform in a market where stock selection and
business plan execution are critical.
We will continue to grow our platform
selectively through co-investment and joint
ventures, aligned to our Essential Everyday
Destinations focus, with a pipeline of
opportunities across shopping centres, retail
parks and regeneration.
39
1
Shopping Centres
27
Retail Parks
12
Capital Partners
Institutions
Range of Fees & Equity
Asset Management Fees
Development Fees
Joint Venture
11
Balance Sheet
Retail Parks
24
Balance Sheet
Shopping Centres
16
Capital Partnership
Shopping Centres
16
Capital Partnership
Retail Parks
Private Equity
Local Authorities
Banks, Administrators
& Debt Funds
32
35
A portfolio, platform and partnerships that generate value
We Own, Operate & Partner across:
1. The Moor Shopping Centre, Sheffield is a joint venture asset, therefore counted twice; once in Balance Sheet
and once in Capital Partnership
3
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Portfolio, Platform and Partnership continued
High-frequency, needs-based urban destinations
London Retail: High-frequency missions,
dense catchments, deep demand and
tight supply
UK Major Cities: Regional hubs
with consolidated demand
Retail Parks: Omni-channel compatible,
scarce supply and clear rental growth
Core Town Centres: Pragmatic
management and selective recycling
Work Out and Regeneration: Reducing
exposure and crystallising value
Snozone: Unique, highly-profitable
leisure operation
Metrics
39 27
Shopping Centres Retail Parks
£2.1 bn 15m sq ft
Assets Under
Management
Portfolio
area
£200m
£13.16 psf
1
Annual rent Affordable
average rent
9 years
1
3,000
Average WALE on
long-term lease
transactions
Tenancies
95%
1
70%
1
Occupancy of our shoppers
travel less than 5km
43%
London
retail
by value
(balance sheet)
Performance
In-store customer
spend growth
Average Compound
Growth Rate (CAGR)
+2.3%
1
+1.8%
1
Year-on-year in
the 3 months to
March 2026
FY24-FY26: on 8.3
year average previous
lease period
99%
1
93%
1
Rent collection Retention ratio
Leasing
+8.5%
1
above ERV
+37.3%
1
above previous
passing rent
318 transactions secured across 930,700 sq ft
securing £10.8 million of annualised income,
with long-term
2
deals representing 84% of
rentłsecured.
Our Key Occupiers
Portfolio Positioning Active across the UK
1. Metrics as at 31 March 2026, NewRiver balance sheet owned assets only
2. Long-term deals - refer to Glossary
shopping centres
retail parks
4
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Snozone is a unique and
highly profitable part of our
business, providing broader
leisure expertise.
Snozone is the UK’s largest indoor ski slope
operator, with a dominant position across the
UK (Yorkshire and Milton Keynes) and Spain
(Madrid). The income stream is naturally
seasonal, with peak earnings in NewRiver’s
second half.
Snozone’s EBITDA increased to £3.2 million in
FY26, representing a like-for-like increase of
+10% (FY25: £2.9m).
Growth was driven by higher slope usage, up
+9%, reflecting improved retention through
lesson pathways and our schools programmes,
as well as restaurant transactions increasing
by +3%.
Snozone continues to operate at scale, serving
approximately 600,000 annual paying
customers, and has introduced over 5 million
people to skiing and snowboarding since
opening in 2000.
A differentiated and
growing income stream
Snozone
Snozone are five-time winners of the UK
School Travel Awards, having recently
been voted 'Best Sporting Venue' in
November 2025
£3.2 million
Snozone EBITDA
(+10% like-for-like uplift)
600,000
Annual paying customers
5
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A growth-orientated business model
Delivered on our business model Integrated ESG Our value creation strategy
We assess the long-term viability of our
assets, with data-driven capital allocation
decisions made by comparing riskładjusted
returns on our assets to those available from
otherłuses of capital. Capital allocation
options include investing intołour portfolio,
acquiring assets in the direct real estate
market and share buybacks. Assets can be
acquiredłeither on our balance sheet or in
capital partnerships.
Capital & Regional integration complete, synergies delivered. Disciplined
capital allocation, disposals at book value, accretive share buyback and
refinancing that returns the Group to a fully unsecured debt structure
with extended maturities.
Disciplined
capital
allocation
Leveraging
our
growth-
orientated
platform
Flexible
Balance
Sheet
We leverage our growth-orientated operating
platform to enhance and protect income
returns through active asset management
across our owned assets and capital
partnership assets; the latter provides
enhanced returns through asset
management and development fee income
and the opportunity to receive promote fees.
Our enlarged portfolio generated positive operational performance
and valuation growth. Our Capital Partnerships includes 12 partners
who choose our platform to operate a total of 32 assets.
Our operating platform is underpinned by a
conservative, predominantly 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
strategic growth.
• Significant undrawn cash and liquidity
• Low-cost debt, predominantly unsecured
• £240m refinance: strong support from our banks, extended maturities
and enhanced financial flexibility and scale.
1
2
3
Delivered by:
Minimising our Environmental Impact
Our net-zero strategy is embedded in
every stage of our asset management
approach and in our collaboration with our
Capital Partners. Wełseek to provide
future-proofed developments which
minimise lifecycle carbon.
1 2 3
Leading in Governance and Disclosure
We recognise our responsibility to ensure
long-term resilience againstłsocietal,
regulatory and climate change. We adopt
industry-leading frameworks, performance
benchmarks and certifications to align our
governance and disclosure processes with
best practice.
1 2 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.
1 2
Engaging our Team and Occupiers
We raise awareness of evolving ESG issues
and create opportunitiesłfor positive
impact. We engage our existing occupiers
inłour sustainability strategy and work with
new occupiers to deliver on mutual
sustainability goals.
1 2
£110m 47.7m
Disposals at
book value
Share
buyback
£37.2m +0.7% +9.4%
Underlying Funds From
Operations (FY25: £30.5m)
Like-for-like
valuation growth
Total Accounting Return
+8.5% +37.3% 95% £10.8m
Leasing vs ERV Leasing vs previous
passing rent
Occupancy Annual rent
£0.8bn £3.6m
Growth in assets
under management
Capital Partnerships
net fee income
£116m 6.2x 40.4% £240m
Cash Net debt: EBITDA LTV Refinance
Business model
Platform PerformancePartnershipsPortfolioPeople
6
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Our business model in action
Dumfries
During the year we completed the sale of Cuckoo
Bridge Retail Park in Dumfries at a sub 7% yield
following the successful execution of our asset
management strategy since acquisition in 2016.
New occupiers include securing a new 15-year
CPI-linked lease with Sainsbury’s in the former
Homebase and re-configuring two units to
introduce Next and Food Warehouse. Renewals
included Tapi Carpets and B&M, the latter
+39.6% above previous passing rent.
London shopping centres
Following our Capital & Regional acquisition,
London Retail now represents 43% of our balance
sheet assets by value. This has allowed us to
deliver accelerated progress into locations where
we believe compounding rental growth is more
achievable. Our London retail assets have
performed well, with long-term leasing +12.8%
vs ERV and +31.8% above previous passing rent,
alongside capital value growth of +2.0% over
the year.
Cardiff
Following the execution of our turnaround
strategy, Capitol Centre in Cardiff has been
reclassified from Work Out into our Core
portfolio. We have planning permission for the
transformation of the centre to create a new
80,000 sq ft anchor for a family entertainment
centre. We have exchanged the Agreement for
Lease, with landlord enabling works progressing
and tenant fit-out expected to begin in summer
2026, ahead of opening in winter. On completion,
the project is expected to increase annualised
net income by over £1 million per year.
Essential, everyday
customer spend
Live customer spend data from Lloyds Bank
across 93% of our balance sheet assets by value
reinforces the resilience of our portfolio in
periods of heightened volatility, higher energy
costs and lower consumer confidence, with
spend across our everyday destinations
increasing +2.3% in the quarter to March 2026
vsłsame period last year, outperforming the
benchmark of +0.8%. Growth was led by an uplift
in grocery spend of +7.2%.
Milton Keynes
We operate Midsummer Place in Milton Keynes
on behalf of the asset lenders, one of our capital
partnership mandates. Following the introduction
of Apple, Sports Direct and Flannels in 2024, this
year we further delivered on our business plan,
enhancing the centre’s positioning with Lane 7,
Søstrene Grene, Popeyes, Smoke & Pepper and a
Hollister relocation; with forthcoming new
openings including a flagship Zara and Gail’s
Bakery.
Canterbury
Delivering on our business plan for Whitefriars
Shopping Centre in Canterbury, operated on
behalf of Canterbury City Council, the asset is
fully let. This year we further strengthened the
centre’s occupier mix with the introduction of
Space NK, ProCook and Urban Outfitters across a
combined 15,800 sq ft; and replaced the former
River Island with Victoria’s Secret, firmly securing
Whitefriars’ position in the Kent region as a
leading retail destination.
Platform
Portfolio Portfolio Portfolio
Partnerships Partnerships
7%
Yield
+30%
Uplift in
rental income
+43%
London Retail by
value (balance sheet)
+2.0%
Capital value
growth
80,000
sq ft
entertainment anchor
£1m+
Annual income uplift
(forecast)
+2.3%
Customer spend increase,
quarter to March 2026
100%
Occupancy
An operating platform,
portfolio & partnerships
that generate value
Our performance across the year
in capital recycling, leasing, income
growth and valuation provides
clear visibility over future income
progression, with rental growth
continuing to act as the primary
driver of value creation.
We will continue to allocate capital
in a disciplined manner, focusing on
areas where growth is most visible
and repeatable, while maintaining
balance sheet strength and
operational flexibility.
7
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The Board’s role is to steward that long-term
compounding journey: to ensure strategy
remains clear, execution remains disciplined,
risk is managed proactively and capital is
allocated to its highest-value use for
shareholders. We have therefore focused our
oversight during the year on three areas. Firstly,
the integration of Capital & Regional and the
consistent operating performance of the
enlarged platform. Secondly, capital allocation
and funding decisions that improve per-share
outcomes and preserve choice. Thirdly,
governance, culture and capability, recognising
that this is an operational business where
performance is created through day-to-day
execution rather than financial engineering.
Strategy and delivery
NewRiver’s strategy is built around a
straightforward and enduring idea: to own and
operate Essential Everyday Destinations, the
places that people rely on week in, week out.
These assets serve repeat-visit catchments,
with needs-based demand and resilient income
streams, supported by a structural tailwind
from occupier demand concentrating into
fewer, better locations. The Chief Executive’s
Review sets out the operating logic and market
context in detail; the Board’s role is to confirm
that the strategy is translating into measurable
outcomes and sustainable value creation.
The acquisition of Capital & Regional,
completed prior to the start of the financial
year, has materially scaled that strategy. It has
increased our exposure to high-frequency
London catchments, deepened operating
capability and accelerated the portfolio’s
repositioning towards assets best placed to
deliver compounding rental growth. London
Retail now represents 43% of balance sheet
assets. We are encouraged by the early
evidence of performance from these assets,
Chair’s Statement
with long-term leasing completed at +12.8% to
ERV, underlining the quality of the locations we
now operate.
The Board is proud of the discipline with which
management has executed this step-change.
Integrating a large, operationally complex
transaction while maintaining momentum
across the legacy portfolio is not
straightforward. Delivering that integration
without disruption to occupiers, colleagues or
cash collection, while continuing a demanding
leasing and capital allocation programme,
reflects well on the executive team and the
wider organisation. Importantly, that execution
capability is directly relevant to the next phase
of growth: our ability to keep improving income
quality, capture reversion and allocate capital
with discipline in a changing cost-of-capital
environment.
Operational performance
A Chair’s Statement should not replicate the
detail in the Chief Executive’s Review and
Portfolio Review. Our emphasis is therefore on
the measures the Board monitors most closely:
leasing momentum and reversion capture;
income duration and cash collection; and rental
affordability, which underpins sustainability.
During FY26, these indicators remained robust.
Leasing activity demonstrated both depth of
demand and the ability to translate that
demand into contracted income. Long-term
leasing was completed at +8.5% to ERV and
+37.3% above previous passing rent, with leases
increasingly being agreed on longer terms. At
the same time, income durability indicators
remained strong, including occupancy of 95.0%,
retention of 93% and rent collection of 99%.
These are not simply satisfactory outcomes,
they are evidence that locations are working for
occupiers and that the income base is durable.
The Board is also encouraged that operational
rigour is being supported by the growing use of
live data and a disciplined approach to
affordability. In an environment where occupier
cost pressure can move quickly, the ability to
make leasing decisions from a position of
evidence and to prioritise sustainable rent over
short-term headline outcomes is an important
competitive advantage.
Valuation performance provides an additional
lens on progress, while recognising that
valuations can be influenced by broader market
yields. Over the year, the portfolio delivered
like-for-like valuation growth of +0.7%, driven
by ERV growth of +1.5% and stable yields The
second half delivered a third consecutive
period of growth, which the Board regards as an
important signal that the portfolio’s
repositioning and operational progress are
being recognised in the market.
Capital allocation and
balance sheet stewardship
The Board has continued to oversee a
disciplined approach, testing every material
decision against its contribution to per-share
outcomes and to the resilience of the balance
sheet.
During the year, £110 million of disposals were
completed in line with book value, with
proceeds deployed to support a share buyback
programme and to reduce leverage towards the
Group’s target range. These decisions reflect a
clear-eyed assessment of where capital can
best create value for shareholders — and a
willingness to act when recycling or buybacks
offer more attractive risk-adjusted returns than
holding or reinvestment.
Post year end, the Group completed a
refinancing of £240 million, with strong support
from our banking partners, all of whom
increased their commitments.
On behalf of the Board, I am pleased
to present NewRiver’s Annual Report
and Accounts for the year ended
31 March 2026.
This has been a year where strategic
intent became operational reality.
The decisions taken over the past three
years to scale the platform, reposition
the portfolio and strengthen the
balance sheet have been validated
through delivery.
We enter FY27 in a stronger position
and with a clearer path to compounding
value over time.
8
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Chair’s statement continued
This extends the maturity profile, increases
financial flexibility and positions the business
well for the period ahead. The Board views
liquidity as a source of advantage: it preserves
choice, reduces risk and enables us to act
decisively when opportunities arise whether
through reinvestment, deleveraging or
buybacks, without being forced by market
conditions.
Dividend
The Board’s objective is to deliver annualised
dividend per share growth over the next three
years. Higher finance costs during the
refinancing of the debt book are a known and
managed transition. Rental growth remains the
primary driver of per-share growth through that
period. The Group’s payout ratio is among the
lowest in the sector, a deliberate choice that
provides the Board with additional flexibility to
support dividend growth and manage the
refinancing transition, while always remaining
consistent with our REIT obligations.
We recognise that a reliable and growing
dividend is central to NewRiver’s investment
proposition. The Board will therefore continue
to exercise judgement in balancing income
distribution with the financial flexibility required
to pursue long-term value creation and to
protect per-share outcomes through the cycle.
Governance, oversight
and stakeholders
Good governance is the foundation on which
sustainable performance is built. The Board
remains committed to high standards of
corporate governance and to ensuring that the
interests of all stakeholders including
shareholders, occupiers, employees, partners
and the communities we serve, are properly
considered in the decisions we take.
During the year, the Board maintained close
oversight of the integration of Capital &
Regional, the strategic repositioning of the
portfolio and the Group’s approach to financial
risk management. We have also continued to
develop our approach to sustainability,
recognising that the long-term resilience of our
assets depends in part on the role they play in
their local communities and on the practical
delivery of improvement plans.
The Board’s relationship with the executive
team is characterised by constructive
challenge and clear accountability. Throughout
a busy and consequential year, the Board has
benefited from robust debate, strong
information flow and a shared focus on delivery.
I would like to thank my colleagues on the Board
for their commitment and contribution.
People, data and capability
NewRiver’s performance is ultimately a
reflection of the quality and commitment of our
people. Integrating two organisations at scale,
delivering a demanding leasing programme and
managing a complex capital allocation agenda
are not straightforward undertakings. That they
have been executed with consistency and
without disruption to operational performance
is a credit to the executive team and to every
colleague across the business.
The Board is also encouraged by the continued
evolution of the operating platform, including
the growing use of data and systems to support
faster, better-informed decision-making. In an
operational sector, scalable capability matters:
it supports leasing outcomes, strengthens risk
management and helps ensure that
performance is repeatable rather than episodic.
In recognition of that, Rajat Dhawan, Chief
Digital and Technology Officer at Soho House,
was appointed to NewRiver’s Board as a
Non-Executive Director to provide the Board
with valuable insights into the opportunities and
risks from the fast emerging technology.
Outlook
The external environment carries real
uncertainty. Geopolitical risks, the path of
inflation and the cost of capital all have the
potential to influence sentiment and pricing.
The Board does not underestimate these risks.
At the same time, we remain encouraged by the
structural dynamics that support our strategy.
Consumer demand for essential and value-led
destinations remains resilient. Retailer demand
is concentrating into fewer, better locations,
and the portfolio’s leasing outcomes provide
evidence that rental growth is being captured in
the right parts of the market.
The near-term earnings transition as the debt
book is refinanced is known and will be
managed. Beyond it, the Board sees a clear path
to a stronger earnings profile, driven by rental
growth compounding through a repositioned
portfolio with improving lease terms and
durable income.
NewRiver’s strategy focused on Essential
Everyday Destinations in repeat-visit
catchments, managed with operational
intensity and financial discipline, is well suited
to the environment ahead. The progress
delivered in FY26 gives the Board confidence in
the quality of the portfolio, the strength of the
platform and the long-term earnings outlook.
We look forward to continuing to report on
delivery and thank shareholders for their
support throughout the year.
Key Highlights 2026
Dividend UFFO Per Share
6.7p
FY25: 6.5p
FY24: 6.6p
8.3p
FY25: 8.1p
FY24: 7.8p
We recognise that a reliable and growing
dividend is central to NewRiver’s
investment proposition.
The Board will therefore continue to
exercise judgement in balancing income
distribution with the financial flexibility
required to pursue long-term value
creation and to protect per-share
outcomes through the cycle.
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Chief Executive’s review
Our conviction: Essential
Everyday Destinations
NewRiver owns and operates Essential
Everyday Destinations: the places people rely
on week in, week out, as part of how they live
and spend their time. These are high-frequency
consumer locations serving needs-based
missions such as groceries, services and
everyday convenience, where customers return
because they have to and increasingly because
they want to. That frequency is not cyclical or
event-driven; it is structural, built into the way
people organise their lives.
Essential everyday retail is the foundation of
our investment case. High-frequency
behaviour supports footfall. Footfall supports
spending. Spending supports sustainable
rents. Sustainable rents support growing
values. Those values, alongside disciplined
leverage, provide the flexibility to deploy
capital through the cycle, and it is this
flexibility that creates long-term advantage
in real estate.
It shapes where we focus: London Retail, UK
Major Cities, and well-located Retail Parks. In
each case, the characteristics are consistent:
densely populated catchments, constrained
supply, and occupier demand increasingly
focused on fewer, more productive locations.
These are the places where rental growth is
most reliable and where we believe the
prospects are strongest.
The essential perspective
Watch our CEO highlight video
FY26: a year of delivery
FY26 marked our first full year with the
benefit of the Capital & Regional acquisition,
validating both the strategy and its execution
in three ways.
First, it confirmed the strategic rationale, scaling
the operating platform and increasing exposure
to high-frequency London catchments.
Second, it demonstrated execution,
successfully completing and integrating a
complex corporate transaction while
maintaining operational momentum and
delivering significant earnings accretion.
Third, it accelerated the shift towards locations
where we believe compounding rental growth is
most achievable, with London Retail now
representing 43% of balance sheet assets.
During the year, we also allocated capital with
discipline, completing £110 million of disposals
in-line with book value. A proportion of the
proceeds were used to support an accretive
share buyback and reduce LTV towards our
target range, in-line with post Capital &
Regional transaction guidance.
Post year end, we successfully completed a
£240 million unsecured refinancing with strong
support from our banking partners, extending
maturities and increasing financial flexibility.
This leaves the business more focused and
carefully positioned, consistent with our target
to deliver, compounding rental growth.
FY26 was a year of delivery. We
completed the integration of Capital &
Regional, unlocked the synergies we
committed to, and demonstrated that
the enlarged portfolio is performing. We
disposed of assets at book value for
£110 million, reduced LTV in line with
guidance, and refinanced our unsecured
bank debt on improved terms. The
operational metrics across leasing,
occupancy and consumer spend were
also positive. The business is in a
stronger position than at any point
since the acquisition.
Our focus is now on growth. This review
explains how we intend to deliver it.
Essential everyday retail is the
foundation of our investment case
High-frequency
behaviour
supports
footfall
Footfall
supports
spending
Sustainable
rents support
growing
values
Spending
supports
sustainable
rents
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Chief Executive’s review continued
“ The numbers that matter most to us are not the ones
that describe a single year. They are the ones that tell
us whether the portfolio is becoming more capable of
compounding income over time.”
Percentage Spend Growth by Key Categories
Lloyds Bank, 3 months to March 2026 vs same period last year
Food &
Beverage
Non-Food
Discount
GroceryBenchmarkNewRiver
portfolio
NewRiver Subsector Performance
2.3%
0.8%
7.2%
9.8%
3.3%
The market: what matters
and what we are watching
We view retail through a practical lens. The
market only matters to us if it explains what
occupiers are doing and why. In our world, the
drivers that actually move the dial are
affordability, sales density, operating cost
pressure, and the willingness of retailers to
commit to space in the right locations.
The consumer backdrop remains supportive of
essential and value-led spend. Employment is
high, real wage growth has been positive over
the past two years, and household balance
sheets are in reasonable shape. Total retail and
supermarket spend grew +2.9% over the year to
March 2026. That said, a growing share of
household budgets is directed toward
unavoidable essentials: water +36%, council tax
+25% and energy +14% and consumer
confidence has softened more recently. We are
not immune to that, but the categories that
anchor our portfolio have historically proven
resilient: grocery, services and value-led retail
spending, the areas that hold up when
discretionary budgets come under pressure.
Retailer behaviour reflects the same dynamic.
Brand expansion is concentrated on locations
where stores are profitable, footfall is reliable,
and the physical estate supports
omnichannel fulfilment. Demand is moving
into fewer, higher-quality locations. We see
this clearly in our own leasing outcomes and
across the market: vacancy rates are falling,
incentives are moderating, and rental growth
is returning in the strongest locations.
Inevitably, there is still friction in the system.
Cost pressure and isolated restructurings
remain. The key point is that space in the right
locations continues to be reabsorbed by
stronger occupiers. Stock selection and
operating intensity are what determine
outcomes in that environment.
Capital markets are recognising it. Shopping
centres and retail parks have delivered the
strongest total returns in UK real estate over
the past two years, driven by income.
Investment volumes have remained active, and
recent transactions have cleared above the
asking price in competitive processes. Our own
disposals have been executed in-line with book
value which is further proof that investor
demand for retail is strong.
We do not claim to predict the macro. We
manage it by focusing on assets with everyday
consumer demand and by preserving financial
flexibility, so our decisions remain chosen
rather than forced.
What we are seeing on
the ground: the value of
frequency and affordability
The spend data from the ground up tells a clear
story. Latest data from Lloyds Bank, covering
93% of our balance sheet assets by value,
shows spending across NewRiver’s destinations
up +2.3% in the quarter to March 2026, ahead
of the benchmark of +0.8%. Grocery grew
+7.2%. Non-food discount grew +9.8%. Food
and beverage were up +3.3%.
These categories share a common
characteristic: repeat visits and essential,
value-led spending that hold up when
discretionary budgets are under pressure.
Affordability sits at the centre of how we lease
space. Sustainable rental growth depends on
occupiers trading profitably. We track occupier
economics closely, ensure rents stay within
what stores can actually earn, and make leasing
decisions based on evidence rather than
assumptions.
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Chief Executive’s review continued
Rolling CAGR: last 3 years
leasing transactions
1
CAGR over average previous lease length
Leasing
vs valuer’s ERV
Tenant
retention rate
(0.4%) (0.3%)
+0.7%
+1.8%
10 yrs
FY23
10 yrs
FY24
10 yrs
FY25
8yrs
FY26
+7.4%
+1.1%
+3.6%
+8.8%
+8.5%
FY22 FY23 FY24 FY25 FY26
90%
92%
94%
90%
93%
FY22 FY23 FY24 FY25 FY26
“ Demand for space in our
locations is strong, and
we are exceeding ERV
and previous passing
rent on longer lease
terms with disciplined
incentives. That
combination strengthens
income durability and
gives us greater
confidence that rental
growth is building across
the portfolio.”
On that measure, the direction of travel is
clear.łThe three year aggregated rolling leasing
performance relative to previous passing
rentłover the past four years has improved
consistently: from -0.4% in FY23 and -0.3%
inłFY24 to +0.7% in FY25 and +1.8% in FY26,
across an average lease length of 8.3 years.
Lease events completed in FY26 in isolation
delivered a positive CAGR of +3.0% against
previous passing rent over an average prior
lease term of 6.5 years. These metrics
demonstrate consistent performance over
multiple quarters.
In FY26, we completed 318 leasing transactions
covering 930,700 sq ft, securing £10.8 million of
annualised income. Long-term transactions
were agreed at +8.5% ahead of ERV and +37.3%
above previous passing rent, on a Weighted
Average Lease Expiry (‘WALE’) of 9.0 years with
incentives averaging 4.2 months. Rent secured
on long-term deals represented 84% of total
rent secured.
Tenant retention of 93% tells us occupiers want
to stay. Occupancy of 95.0% is slightly lower
following disposals of stabilised assets, with
new lettings in advanced legals expected to
improve it in the near term. Rent collection of
99% reflects the quality of the tenant base.
Average rent of £13.16 psf and an Occupational
Cost Ratio of 7.8% confirm the headroom exists
for rents to grow. Stores are profitable at
current rents. That is the precondition for
sustainable rental growth, and it is in place
across the portfolio.
The big message is leasing. Demand for space
in our locations is strong, and we are exceeding
ERV and previous passing rent on longer lease
terms with disciplined incentives. That
combination strengthens income durability and
gives us greater confidence that rental growth
is building across the portfolio.
The numbers that matter most to us are not the ones that describe a single year. They are the ones that tell us whether
the portfolio is becoming more capable of compounding income over time.
Operating performance: How we measure progress
1. CAGR: % growth pa of new rent vs previous passing
rent over period of previous lease. Aggregate of
lease events over previous three financial years.
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Chief Executive’s review continued
London Retail
(43% weighting)
High-frequency missions,
dense catchments, deep
demand and tight supply
London Retail is one of our strongest
convictions for rental and capital growth. The
rationale is structural: dense and growing
catchments, constrained new supply, strong
transport connectivity and a broad occupier
base spanning essential retail, services, leisure
and value-led operators. Hybrid working has
reinforced localised demand in many London
catchments, increasing the value of strong
‘close-to-home’ retail destinations.
C&R was a deliberate step to scale this
exposure. London Retail now represents 43% of
balance sheet assets. Performance in FY26 has
been strong: long-term leasing at +12.8% vs ERV
and +31.8% above previous passing rent,
alongside capital value growth of +2.0% over
the year.
Our focus is to maintain leasing momentum,
deliver sustainable rental growth, and actively
shape space to match demand. Where occupier
cost pressures are rising, the objective is
durable rents rather than headline rents that do
not endure. London also benefits from superior
alternative use optionality, which underpins
values through the cycle.
The leasing evidence supports our conviction
that these assets can deliver consistent,
compounding rental growth over time.
Over the past 36 months, we have reshaped
our portfolio to where capital is concentrated.
The C&R acquisition, targeted disposals, and
selective repositioning have had a clear
objective: to increase exposure to high-
frequency catchments and concentrate capital
in locations where rental growth is most reliable
and repeatable. The portfolio composition
reflects that: 76% Core Shopping Centres, 20%
Retail Parks, 3% Regeneration, 1% Work Out.
Alongside the balance sheet, we have scaled
the operating platform. Capital Partnerships
have grown to £2.1 billion of AUM across
15 million sq ft on behalf of 12 capital partners,
up approximately £0.8 billion over the past
three years and generated net fees of
£3.6 million during FY26. Institutional capital
Platform positioning: portfoliołshape and the strategic segment lens
Portfolio Weighting:
March 2026 (Balance Sheet)
43%
12%20%
21%
4%
London Retail
UK Major Cities
Retail Parks
Core Town Centres
Work Out and Regeneration
London Retail
now represents
43% by value
Portfolio Weighting:
March 2023 (Balance Sheet)
34%
35%
10%
12%
9%
Town Centre
Retail Parks
Work Out and Regeneration
London Retail
UK Cities
chooses NewRiver to manage its assets
because the platform generates returns that
passive ownership cannot. Fee income from
this business has compounded at 20% per
annum over six years. It is capital-light, and
scales with the platform.
Our Snozone business performed well during
the year, delivering £4.8 million of EBITDA in the
second half, following the controlled loss of
£1.6 million in the first half, and meaning total
EBITDA of £3.2 million in FY26, which is up +10%
year-on-year on a like-for-like basis.
Going forward, we will assess the platform
through three strategic lenses: London Retail,
UK Major Cities and Retail Parks. This underpins
how we focus attention, deploy capex, and
recycle capital.
UK Major Cities
(12% weighting)
Regional hubs with
consolidated demand
UK Major Cities share the characteristics
that matter: large and growing catchments,
strong everyday consumer demand, and an
affordability profile that supports a wide
spectrum of occupiers. The fundamentals
are consistent with our thesis: frequency,
affordability and constrained supply in
key locations.
Leasing totalled 186,900 sq ft, with long-term
transactions securing £1.5 million of annual
rent at +8.5% ahead of ERV and a CAGR of
+2.7% against previous passing rent over an
average prior lease term of 6.2 years. The most
significant development was the agreement
for lease with Gravity, the experiential leisure
operator, covering c.80,000 sq ft at the Capitol
Centre in Cardiff. That transaction repositions
a significant portion of the asset toward
experience-led use, diversifying the income
base and strengthening footfall.
Our focus is to reinforce high-footfall, increase
dwell time, and diversify income through an
appropriate blend of value retail, services,
and experience-led uses. The objective is
consistent rental growth over time, delivered
through active management rather than
reliance on the market.
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Chief Executive’s review continued
Retail Parks
(20% weighting)
Omni-channel compatible,
scarce supply and clear
rental growth
Retail Parks are among the most attractive
formats in UK real estate right now. Structurally
low vacancy, limited new supply, strong national
occupiers with healthy balance sheets, and a
format that is purpose-built for omnichannel
retail. Occupier demand remains concentrated
in the best locations, and there is little new
supply to absorb it.
The leasing numbers reflect that. In FY26, we
secured 22 deals delivering £1.9 million of
annual rent across 185,000 sq ft, with long-
term leasing at +7.0% to ERV and +63.8% above
previous passing rent, on a WALE of 12.5 years.
That reversion uplift is among the strongest
across the portfolio.
Our focus is to maintain high occupancy,
extend lease terms, and continue to capture
the rental growth supported by supply-demand
dynamics. Where capital allocation can
enhance income quality, we will deploy
it selectively.
Core Town Centres
(21% weighting)
Pragmatic management
and selective recycling
Town centres show a wider dispersion of
outcomes than any other segment. The
best locations, with strong anchors, dense
catchments and active management, continue
to consolidate demand and deliver leasing
growth. Others face structural challenges
that no amount of active management
completely resolves.
In FY26, leasing held up well despite retailer
restructurings, particularly in the first half of the
year, with transactions completing at +5.5% to
ERV and +24.8% above previous passing rent.
That resilience reflects the quality of the assets
we have retained in this segment. Town Centres
represent 21% of the balance sheet, with
different assets at different points in their
income growth trajectory.
Our approach is pragmatic: maintain leasing
momentum in the strongest assets, keep
affordability under review, reshape space
where demand has changed, and recycle
capital where the path to compounding
is narrow.
Work Out and Regeneration
(4% weighting)
Reducing exposure and
crystallising value
Work Out and Regeneration together represent
4% of the balance sheet. The heavy lifting on
portfolio repositioning is largely done.
Work Out is down to 1%. The Capitol Centre
in Cardiff has been repositioned and
transferred into the Core segment. The
remaining exposure is being managed through
the disposal programme.
Regeneration stands at 3%. At Burgess Hill,
the residential site sale is advancing following
a conditional joint venture agreement with
Mid Sussex District Council.
The priority is straightforward: reduce risk,
crystallise value and recycle capital into
assets where it compounds.
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Valuation and liquidity –
preserving flexibility and
improving per-share
outcomes
Valuation is ultimately a function of income,
growth expectations and the cost of capital. We
report valuation movements, yields and ERV
trends in full within the Portfolio Review. The
key point is that portfolio positioning and
leasing outcomes are the clearest leading
indicators of valuation resilience and, over time,
valuation growth.
The portfolio was valued at £802.2 million as at
31 March 2026, with the year-on-year
movement reflecting disposals of £110 million
and a like-for-like revaluation increase of +0.7%.
ERV growth of +1.5% and stable yields drove the
uplift. Values increased +0.5% in the second
half, the third consecutive period of growth.
We have remained disciplined on capital
allocation. Disposals were made at book value,
with the proceeds used to support a share
buyback and reduce LTV. Post year-end, the
refinancing was completed on improved terms,
restoring a fully unsecured debt structure,
extending maturities, and strengthening
liquidity, with an undrawn revolving credit
facility of £120 million and cash of £116 million.
Capital allocation and risk
discipline – aligned to
shareholders and responsive
to opportunity
We think about capital allocation as a means to
an end: compounding value per share. That
requires discipline, because in real estate, there
is always a reason to do more, and not all
activity creates value. Our approach is to direct
capital to the highest risk-adjusted return
available at the time, whether that is
reinvestment, further deleveraging, or share
buybacks when the share price trades at a
material discount to intrinsic value.
Balance sheet flexibility is what makes that
optionality real and enables us to act decisively.
That is why we focus on liquidity, covenant
headroom and a well-managed maturity profile.
It is also why the refinancing matters: it
removes a constraint and replaces it with
optionality.
The next three years involve absorbing higher
finance costs as we refinance our debt book.
Rental growth is expected to be the primary
driver of dividend per-share growth over that
period. Given that our payout ratio is among the
lowest in the sector, we also have flexibility in
our dividend policy to support per-share
dividend growth and to smooth the refinancing
transition while maintaining our REIT obligations.
A yield of almost 9% covered 125% at current
prices is a well-protected income stream with
visible upside and scope for a higher payout
ratio to smooth the anticipated increasing
finance costs.
Chief Executive’s review continued
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Investors should also expect realism about risk.
Retail is operational and real estate is cyclical.
We focus on high-frequency locations with
broad occupier demand, keep rents within what
occupiers can sustain, and preserve financial
flexibility so decisions remain chosen rather
than forced.
If the market backdrop softens, our priorities
are to protect income, control voids, and
recycle capital into the strongest opportunities.
If conditions improve, we will deploy capital
where returns justify it. In both cases, the
objective remains the same: compounding
value per share over time.
Where our shares trade at an unwarranted
discount, we will consider buybacks and further
capital recycling while preserving the flexibility
to invest when opportunities are mispriced in
our favour.
Finally, credibility is earned through evidence.
We remain focused on repeatable operating
metrics: leasing, affordability, occupancy and
retention. We are committed to communicating
clearly what we are doing, why we are doing it,
and how success will be measured.
Chief Executive’s review continued
Delivering
compounding returns
Our focus is on compounding value per share
over time. We measure this through total
accounting return, which is NAV growth plus
dividends as a percentage of opening NAV,
because it captures both the income we
generate and the value we create.
The foundations are in place. The dividend is
well covered. Occupancy is high. Leasing
momentum is building, with rents agreed
materially above previous passing rent on long
lease terms across every segment of the
portfolio. The refinancing headwind over the
next 3 years is real but quantifiable, and rental
growth is the mechanism to absorb it. As
reversion is captured and flows through the
rent roll and the finance cost step-up is
absorbed, we expect that the earnings
trajectory will naturally improve.
Therefore, the prospects for delivering a total
accounting return of 9-11% per annum through
to FY29, are genuinely good. We already benefit
from our dividend per share being a significant
component of our total accounting return, and
with better prospects for both income and
capital growth we are confident in delivering
attractive total accounting returns.
This is not guidance. It is a framework grounded
in the leasing evidence, balance sheet position
and platform economics we have today. We will
update it annually and communicate clearly if
conditions change.
Key Highlights 2026
Total Accounting Return
+9.4%
FY25: (5.9)%
FY24: +0.5%
“ Our focus is on compounding
value per share over time.
We measure this through total
accounting return - which is
NAV growth plus dividends as a
percentage of opening NAV,
because it captures both the
income we generate and the
value wełcreate.”
What to expect
from NewRiver
Our strategy is intentionally simple:
concentrate our capital and management
time on Essential Everyday Destinations
in high-frequency catchments that
compound value over time through
consistent rental growth.
The leasing performance in FY26 gives us
confidence in our strategy. Rents agreed today
at significant uplifts above passing rent, on long
lease terms, will flow into reported like-for-like
income growth as the rent roll turns. Higher
finance costs as the debt book refinances over
the next 3 years are a known headwind. Rental
growth is the answer to it. The platform is
designed to deliver that, and the leasing data
tells us it is building.
We will continue to allocate capital in a
disciplined manner, focusing on areas where
growth is most visible and repeatable, while
maintaining balance sheet strength and
operational flexibility, and continue to act
in shareholders’ interests, grounded in
evidence, financial discipline, and long-term
value creation.
As we do so, shareholders remain supported
throughout by a well-covered dividend, a
portfolio at a material discount to its growing
NAV, and a management team focused on
delivering on the drivers within our control.
We said we would integrate C&R, deliver the
synergies, and maintain operational momentum.
We have done that.
The next chapter is growth, and we are
focused on delivering it.
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Key performance indicators
Measuring delivery of our strategy
Underlying Funds
From Operations
1
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. Thełmeasure is
presented on a proportionally consolidated basis.
Maintaining an LTV ofłless 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%.
Admin cost ratio
2
The admin cost ratio is total administrative expenses
as a proportion of gross revenue on ałproportionally
consolidated basis, including our share of
administrative expenses and gross revenue from joint
ventures and associates. Itłisła measure of our
operational efficiency.
Total property return
Total Property Return is a measure of the income and
capital growth generated across our portfolio. It is
calculated by MSCI on our behalf, using independent
valuers. We assess our performance against the
market by comparing our returns to the MSCI All
Retailłquarterly benchmark.
5
10
15
20
25
30
35
40
2625242322
28.3
25.8
24.4
30.5
37.2
10
20
30
40
50
2625242322
34.1
33.9
30.8
42.3
40.4
5
10
15
20
2625242322
17
15
16
14
10
1
2
3
4
5
6
7
8
2625242322
7.5
2.3
4.8
7.8
6.7
£37.2m
Total UFFO for the year was £37.2 million, increased from
£30.5 million the previous year primarily as result of the
acquisition of Capital & Regional plc, offset slightly by the
impact of disposals.
1. Refer to note 11 in the financial statements
40.4%
LTV reduced to 40.4% at 31 March 2026 from 42.3% at
31 March 2025; in-line with guidance.
10.4%
Admin cost ratio reduced to 10.4% for the year, from
14.1% the previous year reflecting the delivery of
synergies, greater operational efficiency and improved
scalability.
2. Refer to note 6 in the financial statements
6.7%
Total Property Return of +6.7%, an improvement relative
to the 3-year Annualised Return of +6.4% and relative
to the 5-year Annualised Return of +5.8%. Our portfolio
continues to outperform the MSCI Shopping Centre and
Retail Warehouse benchmarks over 3-year and 5-year
periods. Over a 12-month period the portfolio’s Income
Return outperformed the market by +140bps.
Link to strategy, ESG andłRemuneration
£321
Link to strategy, ESG andłRemuneration
£321
Link to strategy, ESG andłRemuneration
321
Link to strategy, ESG andłRemuneration
£321
F
F
F
F
Strategic pillars Our Business Model
F
Financial
O
Operational
1
Disciplined capital allocation
3
Flexible balance sheet
C
Corporate Environmental, Social and Governance
2
Leveraging our platform
£
Remuneration
Key
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Key performance indicators continued
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.
Interest Cover
Interest cover is the ratio of our operating profit to our
netłfinancing costs, on a proportionally consolidated
basis, including our share of operating profit and net
financing costsłfrom joint ventures and associates.
Maintaining interest cover of morełthan 2.0x is one of
our five key Financial Policies.
Occupancy
Retail occupancy is the estimated rental valuełof
occupied retail units expressed as a percentage of the
total estimated rental value of the retail portfolio,
excluding development activities.
GRESB score
Global Real Estate Sustainability Benchmark (GRESB) is
the leading sustainability benchmark for the global real
estate sector. Assessments are guided by factors that
investors and the industry consider to bełmaterial in
the sustainability performance of real estate asset
investments, resulting in an overall score marked out
of 100. Improvements in our GRESB score help
measure the effectiveness of our ESG programme.
-8
-6
-4
-2
2
4
6
8
10
2625242322
-6.6
-4.6
+0.5
-5.9
+9.4
1
2
3
4
5
6
7
8
2625242322
3.5
4.3
6.5
6.0
4.6
20
40
60
80
100
2625242322
95.6
96.7
98.0
96.1
95.0
20
40
60
80
100
2625242322
68
70
72
80
87
+9.4%
We achieved a total accounting return of +9.4% during
FY26, a considerable improvement compared to the
-5.9% recorded in FY25 and a significant step towards
our ambition to deliver a consistent +10% total
accounting return.
4.6x
Interest cover reduced from 6.0x in FY25 to 4.6x,
remaining comfortably within our guidance.
95.0%
We continue to maintain a low vacancy rate with an
occupancy for the year of 95.0%, reduced slightly from
the prior year following disposals of stabilised assets
however with new lettings in advanced legals occupancy
is expected to improve in the near term.
87
We improved our GRESB score again this year, rising
from 80 in FY25 to 87 in FY26 and gained an additional
“green star”; we also maintained Gold Level for EPRA
Sustainability Best Practice Recommendations.
Link to strategy, ESG andłRemuneration
£
321
Link to strategy, ESG andłRemuneration
321
Link to strategy, ESG andłRemuneration
321
Link to strategy, ESG andłRemuneration
321
O
C
F
F
Strategic pillars Our Business Model
F
Financial
O
Operational
1
Disciplined capital allocation
3
Flexible balance sheet
C
Corporate Environmental, Social and Governance
2
Leveraging our platform
£
Remuneration
Key
18
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FY26 reflects a year where platform
scale, leasing delivery and capital
discipline came together: a larger,
more London-weighted platform
following the Capital & Regional
acquisition, strong leasing and rental
growth capture, and disciplined
capital recycling and valuation
growth.
Leasing performance improved across every
key measure. Leasing spreads strengthened,
lease terms lengthened, incentives reduced
and occupational cost ratios improved.
Income quality and sustainability have
improved year-on-year.
The focus for the year ahead is
straightforward: maintain leasing momentum,
continue reshaping space where demand has
shifted, and allocate capital into assets where
reversion is already being captured.
Executive
Summary
Portfolio metrics as at 31 March 2026
Occupancy:
95.0%
(FY25: 96.1%)
Retention rate:
93%
(FY25: 90%)
Rent collection:
99%
(FY25: 98%)
Affordable
average rent:
£13.16
per sq ft
(FY25: £12.93 per sq ft)
Gross to Net
Rent Ratio:
84%
(FY25: 85%)
Leasing
volume:
930,700
sq ft
(FY25: 939,700 sq ft)
Leasing activity
vs valuer ERV:
+8.5%
(FY25: +8.8%)
Leasing activity
vs previous
passing rent:
+37.3%
(FY25: +17.5%)
Average rent free
tenant incentive:
4.2
months
(FY25: 4.7 months)
Average WALE on
long-term leasing
transactions:
9.0
years
(FY25: 8.6 years)
Average CAGR
FY24-FY26:
+1.8%
on 8.3 year
average previous
lease period
(FY25 +0.7%
over 9.7 years)
Portfolio NEY:
8.2%
(FY25: 8.4%)
Capital growth:
+0.7%
(FY25: +0.6%)
Occupational
Cost Ratio:
7.8%
Sales growth:
+2.3%
3 months to March
2026 vs same
period last year
Portfolio review
19
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During the year, 318 leasing transactions were
completed across 930,700 sq ft, securing
£10.8 million of annualised income. Long-term
deals represented 84% of rent secured with 185
leasing transactions securing £9.1 million of
annualised income on terms that reflect
genuine occupier commitment.
Long-term transactions were agreed at +8.5%
above ERV and +37.3% above previous passing
rent. Income quality continues to strengthen
with a WALE on long-term transactions of 9.0
years and rent-free periods averaging
4.2 months.
Tenant retention remains high at 93% and
occupancy reduced to 95.0% following
disposals of stabilised assets, with new lettings
in advanced legals expected to increase
occupancy in the near term. Rent collection of
99% reflects NewRiver’s expertise in managing
multi-tenanted, complex assets.
The long-term stability of our rent is also shown
when aggregating leasing transactions versus
previous passing rent over the past four years.
The rolling CAGR has improved from -0.4% in
FY23 and -0.3% in FY24 to +0.7% in FY25 and
+1.8% in FY26, across an average lease length of
8.3 years. Lease events completed in FY26
delivered a positive CAGR of +3.0% against
previous passing rent over an average prior
lease term of 6.5 years. This reflects
strengthening momentum in rental growth as
demand concentrates into the best locations
and assets are actively managed, rather than
passively held.
Performance is best understood through the
lens of high-frequency locations: London Retail,
UK Major Cities and Retail Parks. These are the
areas where the rental growth engine is
strongest, where supply is constrained and
demand is deepest. We continue to report the
traditional segments, but capital allocation and
management attention are increasingly focused
on these areas, where sustainable growth is
most visible.
As at 31 March 2026 Occupancy
Retention
Rate Affordable Average Rent
Gross to Net
Rent Ratio
Leasing
Volume Leasing Activity Average CAGR FY24-FY26
(%) (%) (£ psf) (Ave. pa) (%) (sq ft)
% vs valuer
ERV
% vs
previous
passing rent (%)
(Ave. Lease
Length)
Retail Parks 94.9% 100% £12.13 £135,000 97% 185,000 +7.0% +63.8% +2.2% 13.8
Shopping Centres – Core 95.0% 88% £13.70 £33,000 82% 647,600 +9.5% +32.8% +2.1% 6.8
Shopping Centres – Regen 100.0% 94% £10.45 £45,000 n/a 22,200 – – -1.4% 4.1
Shopping Centres – Work Out 95.3% 96% £12.68 £13,000 n/a 73,700 -9.6% -7.9% -1.5% 5.1
Total
1
95.0% 93% £13.16 £41,000 84%
2
930,700 +8.5% +37.3% +1.8% 8.3
1. Total includes Other representing <1% of total portfolio by value
2. Gross to net ratio includes Retail Parks and Shopping Centres - Core only
Portfolio review continued
Well-positioned portfolio
New Portfolio Weighting
(Balance Sheet)
Total Assets Under Management
43%
12%20%
21%
4%
£1.3 bn
£0.8 bn
London RetailAssets managed on behalf of Capital Partners
£1.3 billion assets
UK Major Cities
Balance sheet assets owned by NewRiver
£0.8 billion balance sheet assets
£2.1bn
Total Assets Under Management
Retail Parks
Core Town Centres
Work Out and Regeneration
20
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Retail Parks
as at 31 March 2026
NewRiver’s Retail Park portfolio is concentrated
in dominant, highly accessible locations where
supply is structurally constrained and
represents 20% of the balance sheet following
disposals during the year.
Performance is driven by consistent leasing
outperformance, with 185,000 sq ft of leasing
completed during the year, delivering rents
+7.0% ahead of ERV and +63.8% above previous
passing rent. This outperformance has been
achieved alongside continued growth in
valuation ERVs, demonstrating that reversion is
being captured even as the underlying rental
baseline increases. Over time, this has
translated into a rolling three-year rental CAGR
of +2.2% calculated over the previous average
lease length of 13.8 years.
This is supported by high occupancy of 94.9%,
full tenant retention of 100%, affordable rents
and long lease commitments, with WALE of 12.5
years and minimal incentives for the term
secured. These outcomes are consistent with
what we would expect in well-located retail
parks, where supply is limited and occupier
economics remain robust, supporting the
continued capture of rental growth.
Retail Parks have a stable and predictable
income profile with clear visibility over growth,
supporting our approach of deploying capital
into assets where reversion is already being
delivered, as evidenced by the examples set
out below.
At a glance
Portfolio
weighting:
20%
No. assets:
11
NEY:
6.4%
Capital
growth:
+0.7%
Average value:
£14.6
million
Occupancy:
94.9%
Retention rate:
100%
Affordable
averagełrent:
£12.13
per sq ft / £135,000
per annum
Gross to Net
Rent Ratio:
97%
Leasing volume:
185,000
sqłft
Leasing activity:
+7.0%
ahead of
valuer’s ERV
Leasing activity
vs previous
passing rent:
+63.8%
Average rent free
tenant incentive:
8.0
months
Average WALE on
long-term leasing
transactions:
12.5 years
Average CAGR
FY24-FY26:
+2.2%
on 13.8 year average
previous lease period
Occupational
CostłRatio:
6.6%
Sales growth:
+2.5%
three months to
March 2026 vs
same period
last year
Portfolio review continued
Key occupiers
Hollywood Retail Park, Barrow-in-Furness
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Retail Parks continued
as at 31 March 2026
Portfolio review continued
• Barrow-in-Furness, Hollywood Retail Park:
The town’s primary retail and leisure
destination, located opposite Tesco Extra
and anchored by a strong line-up of national
retailers including Aldi, TK Maxx, Smyths Toys,
Currys and Dunelm. During the year, we
completed a new 20-year lease with Vue
Cinemas at +8.8% above the previous passing
rent, alongside upgrades to screens and
refurbishment of the unit. We also exchanged
an Agreement for Lease with Nando’s on a
15-year lease at a headline rent of £100k, with
delivery expected in H2 FY27
• Bradford, Enterprise Retail Park: At our
Morrisons-anchored retail park, we secured a
new 15-year lease with The Range, replacing
Homebase, in line with ERV and previous
passing rent. We subsequently served our
landlord break on Poundstretcher and re-let
the unit to Food Warehouse on a 10-year
lease, agreed at +3.4% to ERV and +59.0%
above previous passing rent. In April 26, a
new 10 year-lease was completed on the final
vacant unit to Marie Curie at 18.8% above the
previous passing rent, providing further
reversionary evidence across the park.
Following completion of this deal, Bradford is
now fully let at rents materially ahead of
previous values
Selected highlights include:
• Kendal, South Lakeland Retail Park: The only
retail warehouse park in Kendal, adjoining a
Morrisons foodstore and anchored by
Halfords, Pets at Home, B&M and The Food
Warehouse. During the period, we served our
landlord break on the Matalan unit and
exchanged an Agreement for Lease with
Mountain Warehouse, +20.0% ahead of
previous passing rent, with completion
expected in H2 FY27, improving the tenant
mix
100%
Retention rate
Retail Parks
97%
Gross to net rent ratio
Retail Parks
Enterprise 5 Retail Park, Bradford
• Dumfries, Cuckoo Bridge Retail Park: During
the period, we completed the sale of Cuckoo
Bridge Retail Park at a sub-7% yield, following
the execution of our asset management
strategy since acquisition in 2016. Key
initiatives included a new 15-year CPI-linked
lease to Sainsbury's on the former Homebase
unit, their first entry into the area, and the
reconfiguration of two units let to Food
Warehouse and Next. Alongside this, we
completed a long-term renewal with B&M at
+39.6% above previous passing rent and a
new lease with Tapi Carpets on the final
vacant unit. The income profile of the asset
was significantly improved from acquisition
to exit, reflected in the pricing achieved.
22
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Core Shopping Centres
as at 31 March 2026
Portfolio review continued
Core Shopping Centres represent 76% of the
balance sheet across 20 assets, operating as
high-frequency destinations where customers
return regularly and retailers need to be present
to serve that demand.
Performance reflects this positioning, with
647,600 sq ft of leasing completed, delivering
rents +9.5% ahead of ERV and +32.8% above
previous passing rent, demonstrating the ability
to capture reversion across the portfolio from a
highly affordable rent base.
Rental tension remains strong, with occupancy
at 95.0% and WALE on long-term transactions
of 8.1 years, with incentives remaining limited.
The trajectory of rental growth is clear, with a
rolling three-year CAGR of +2.1% calculated
over the previous average lease length of 6.8
years, evidencing the ability to deliver sustained
income growth over time as Essential Everyday
Destinations.
Within the Core portfolio, we increasingly
assess performance through a strategic lens of
London Retail and UK Major Cities, where
growth is most visible and where management
time and capital are focused. Town Centres
continue to deliver strong leasing performance,
but our approach remains more selective,
reflecting the differing levels of continued
growth potential across assets.
London Retail and UK
Major Cities
London Retail and UK Major Cities represent
55% of balance sheet assets, characterised by
dense catchments, limited competition, and
sustained inward investment, with occupier
demand focused on a relatively small number of
highly productive destinations. These are the
areas delivering the strongest and most
consistent income growth across the portfolio.
London Retail is the clearest expression of
where growth is being delivered across the
portfolio, with performance driven by long-term
leasing achieved at +12.8% to ERV and +31.8%
above previous passing rent, demonstrating the
consistent capture of reversion across these
locations, as evidenced in the examples below.
Key occupiers
The Mall, Wood Green
At a glance
Portfolio
weighting:
76%
No. assets:
20
NEY:
8.5%
Capital
growth:
+1.0%
Average value:
£32.6
million
Occupancy:
95.0%
Retention rate:
88%
Affordable
average rent:
£13.70
per sq ft/£33,000
per annum
Gross to Net
Rent Ratio:
82%
Leasing volume:
647,600
sqłft
Leasing activity:
+9.5%
ahead of
valuer’s ERV
Leasing activity
vs previous
passing rent:
+32.8%
Average rent free
tenant incentive:
0.0
months
Average WALE on
long-term leasing
transactions:
8.1 years
Average CAGR
FY24-FY26:
+2.1%
on 6.8 year average
previous lease period
Occupational
CostłRatio:
8.1%
Sales growth:
+2.3%
three months to
March 2026 vs
same period
last year
23
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• Bexleyheath, Broadway Shopping Centre:
Located in the heart of Greater London, the
centre serves as an important retail hub for
commuters and residents, anchored by
Marks & Spencer and Boots. During the
period, we completed a lease restructure
with H&M, extending the lease by a further
five years, delivering a £198k uplift in net rent.
We also secured a new 15-year lease with
Momo, re-let the former Body Shop unit to
Grape Tree at +5.9% to ERV, and completed
renewals with The Perfume Shop and 3 Store
at +32.4% and +22.7% to ERV respectively.
• Ilford, Exchange Ilford: Spanning 320,000 sq
ft with strong connectivity into central London
via the Elizabeth Line, Exchange Ilford is a key
retail destination, anchored by NHS, TK Maxx,
H&M and Next. Leasing momentum was
strong, with 19 transactions completed across
£1.2 million of rent. The standout transaction
was a renewal with Next, agreed at +102.3% to
ERV and +34.3% above previous passing rent.
We also secured a new 10-year lease with soft
play operator Cookies Island, a new 15-year
letting to Mr T’s Burger & Shake on a
previously vacant unit, and a renewal with New
Look at +25.0% to both ERV and previous
passing rent. In aggregate, new lettings and
renewals were agreed at +27.6% to ERV.
• Walthamstow, 17&Central: Positioned
20 minutes from Central London and
anchored by grocery and discount operators
including Lidl and Asda, 17&Central is a high
frequency destination with a broad retail
offering. Leasing activity was strong, with
renewals including Card Factory and
Vodafone agreed above ERV. A number of
previously vacant units were reactivated,
including lettings to Scrivens and Amplifon,
generating £148k of annualised income at
+15.6% to ERV in aggregate. The shopping
centre will benefit from adjacent residential
Selected highlights include:
development, with two buildings (totalling
495 apartments) now complete and
occupied, and includes the future delivery of
a new Victoria Line entrance within the
scheme. Phase 2 has planning for 80,000 sq
ft of retail space and 43 homes, with strong
demand from national occupiers for large-
format space.
• Wood Green, The Mall: One of London’s most
dominant shopping destinations, anchored by
a high-performing Primark alongside TK Maxx,
Lidl, an NHS Diagnostics Centre, a Travelodge
hotel and the Wood Green Market Hall. Recent
additions including Wendy’s and Wingstop
have strengthened the F&B offer, supporting
footfall and dwell time. Leasing momentum
remained strong, headlined by an 11-year
renewal with Cineworld delivering a material
uplift in scheme income, alongside a 5-year
renewal with Lloyds at +20.1% above previous
passing rent. A 20-year regear with Kervan at
+21.9% above previous passing rent and
+30.0% to ERV further demonstrates
sustained leasing outperformance.
UK Major Cities provide complementary growth
across large regional catchments, with
performance delivered through 186,900 sq ft of
leasing securing £1.5 million of annual rent at
+8.5% to ERV and a CAGR of +2.7% against
previous passing rent over an average prior
lease term of 6.2 years, as evidenced in the
examples below.
• Cardiff, Capitol Centre: Following the
execution of our turnaround strategy, Capitol
Centre was reclassified from Work Out into
the Core portfolio during the second half of
the year. Planning permission is in place for a
transformation anchored by an 80,000 sq ft
Family Entertainment Centre. We have
exchanged the Agreement for Lease, with
landlord enabling works progressing and
Core Shopping Centres continued
as at 31 March 2026
Portfolio review continued
tenant fit-out expected to commence in
summer, ahead of opening in winter. On
completion, the project is expected to
increase annualised net income by over
£1 million per year.
• Edinburgh, Gyle Shopping Centre: Serving a
West Edinburgh catchment, Gyle benefits
from strong connectivity via tram, bus
interchange and free parking. The centre is
anchored by Marks & Spencer and Morrisons,
alongside Next, Boots and Waterstones. We
enhanced the F&B offer with a new 15-year
lease to Nando’s at +85.7% above previous
passing rent, and let a further seven
previously vacant units, including The
Entertainer, Grape Tree and Nikos (all 10-year
leases), generating over £210k of annualised
income. Boots regeared its 33,500 sq ft store
for a further five years and Starbucks for a
further ten years, demonstrating continued
occupier commitment.
• Newton Mearns, The Avenue: Located in
Glasgow’s affluent southern suburbs, The
Avenue is anchored by a newly refitted Marks
& Spencer and Asda. Leasing activity was led
by the renewal of restaurant operator Nonna
Gina’s for a further 10 years, agreed at +42.8%
to ERV and +11.5% above previous passing
rent, demonstrating continued occupier
confidence in the scheme.
• Sheffield, The Moor: The Moor is a 20-acre,
open-air estate in Sheffield city centre that
has benefitted from significant public and
private investment, transforming it into the
dominant retail and leisure pitch in one of the
UK's largest cities. Centred on a
pedestrianised thoroughfare, the estate
offers a diverse tenant line-up across fashion,
grocery, value, F&B, and leisure, anchored by
Next, an occupier-owned Primark, Sports
Direct, HSBC, Iceland, Oseyo, and Five Guys
- serving a dense student and professional
catchment. In the period we delivered new
10-year lettings to Pandora, Holland & Barrett,
Savers and Forbidden Planet, alongside a new
15-year lease to Popeyes, reactivating
previously vacant space across the scheme.
Town Centres
Town Centres represent 21% of the balance
sheet, with performance driven by those assets
that continue to attract demand and maintain
leasing momentum, delivering long term
transactions at +5.5% to ERV and +24.8% above
previous passing rent. This reflects the
increasing concentration of retailer demand
into well-located centres with strong anchors,
where reversion continues to be captured. Key
highlights this period include:
• Maidstone, The Mall: A central shopping
destination in the county town of Kent,
anchored by B&M, Boots and Next, alongside a
strong independent offer. Leasing activity was
strong, headlined by a new letting to Baba’s at
+45.1% to ERV and a new 15-year lease with
Captain D’s. Renewals with Card Factory, Lush
and IIC were agreed materially ahead of ERV,
while The Perfume Shop and Zippy’s Stitches
were secured in line with prior terms.
• Middlesbrough, Hillstreet Shopping Centre:
Anchored by Primark, Hillstreet is a principal
retail destination within Middlesbrough town
centre. Leasing activity was focused on
reactivating anchor and major space units,
headlined by a new 10-year letting to JD
Sports on a previously vacant LSU. We also
secured B&M on a 10-year lease at +140.0%
above previous passing rent and Boots on a 5
year lease on a previously vacant unit. This
was complemented by a five-year renewal
with Ernest Jones at +27.1% to ERV,
strengthening the tenant line-up and
broadening the scheme’s retail offer.
24
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Regeneration and Work Out
Regeneration and Work Out assets represent a
small and reducing proportion of the portfolio,
at approximately 4% of the balance sheet, with
a clear focus on crystallising value through
active management and disciplined execution.
Work Out assets now account for
approximately 1%, with the remaining exposure
forming part of the ongoing disposal
programme following the successful
repositioning and transfer of Capitol Centre,
Cardiff into the Core portfolio.
Regeneration assets represent approximately
3%, with continued progress across key
schemes. At Burgess Hill, we have a conditional
Umbrella Agreement in place with Mid Sussex
District Council to form a joint venture to
progress the scheme which already has
planning consent and pre-lets in place. At
Grays, a planning application has been
submitted for a residential-led development of
over 850 homes, advancing the asset towards
value realisation.
Portfolio review continued
At a glance
Work Out
Portfolio weighting:
1%
Regeneration
Portfolio weighting:
3%
The Capitol, Cardiff
25
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As at 31 March 2026, the portfolio was valued
at £802.2 million, reflecting disposals of
£110 million and like-for-like valuation growth
of +0.7% over the year. The key driver of this
performance has been income, with ERV
growth of +1.5%, a reflection of consistent
leasing activity, longer lease commitments
and continued progress in capturing reversion
across the portfolio.
We have now seen three consecutive
half-year periods of valuation growth, with
values increasing by +0.5% in the second
half of the year.
Performance is strongest in the segments
where we are focusing. Core Shopping Centres
delivered valuation growth of +0.7% in H2 and
+1.0% over the 12 months, supported by ERV
growth of +1.7%, marking a third consecutive
year of growth. Within this, London Retail
delivered +2.0% valuation growth, representing
the highest growth within the portfolio.
Retail Parks delivered valuation growth of +0.5%
in H2 and +0.7% over the 12 months, supported
by ERV growth of +0.9%, and have now
delivered four consecutive years of ERV growth.
Valuation performance has been driven by
income, rather than yield movement, providing
greater visibility over future value creation as
leasing activity continues to translate into
sustained rental growth over time.
Valuation and Returns
Portfolio review continued
+1.5%
ERV growth
+0.7%
like-for-like valuation growth
Our portfolio has shown greater stability in
returns over the long term than the wider retail
market, and continues to outperform the MSCI
All Retail, Shopping Centre, and Retail
Warehouse total return benchmarks over the
five-year period by +130–150bps on an
annualised basis. Over the past 12 months,
whilst total returns are modestly behind the
benchmark by -90bps, income returns
continue to outperform the wider market by
+140bps. As income return is the key driver of
total returns over the long term, this
outperformance is indicative of the underlying
health of the portfolio.
As at 31 March 2026 (£m)
Portfolio
Weighting
(%)
Valuation
Movement H1
(%)
Valuation
Movement H2
(%)
Valuation
Movement FY
(%)
Topped up NIY
(%)
NEY
(%)
LFL EY
Movement
(%)
LFL ERV
Movement
(%)
Shopping Centres – Core 606.1 76% +0.4% +0.7% +1.0% 7.3% 8.5% -0.1% +1.7%
Retail Parks 160.5 20% +1.7% +0.5% +0.7% 5.8% 6.4% +0.0% +0.9%
Shopping Centres – Regen 26.0 3% -2.0% -0.8% -2.7% 2.5% 11.8% +0.3% -0.7%
Total exc Work Out / Other 792.6 99% +0.6% +0.6% +0.8% 6.9% 8.1% +0.0% +1.8%
Shopping Centres - Work Out and
Other
1
9.6 1% -2.8% -5.6% -10.5% 0.2% 14.3% +0.8% -1.5%
Total 802.2 100% +0.5% +0.5% +0.7% 6.8% 8.2% +0.0% +1.5%
1. Total includes Other, representing less than 1% of total portfolio by value.
12 months to 31 March 2026 Total Return Capital Growth Income Return
NRR Portfolio 6.7% -0.4% 7.2%
MSCI All Retail Benchmark 7.6% 1.7% 5.8%
Relative performance -90 bps -220 bps +140 bps
The table below illustrates the portfolio's performance relative to the MSCI All Retail benchmark for
the 12 months ending March 2026.
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Capital Partnerships
Capital Partnerships are an important engine of
income growth and diversification, extending
the reach of our platform beyond the balance
sheet. We manage £2.1 billion of assets covering
15 million sq ft on behalf of 12 capital partners.
Across the wider platform, we collect
c.£200 million of annual rent from
approximately 3,000 tenants, across 39
shopping centres and 27 retail parks,
demonstrating the scale and depth of our
operating platform.
Net fee income has grown at 20% per annum
compounded over the past six years.
In FY26, the platform generated £3.6 million of
net fee income, reflecting growth in mandates
and activity levels, a trajectory we expect to
continue as the platform scales.
Institutions Asset Management Fees
Private Equity Development Fees
Banks, Administrators & Debt Funds Joint Venture
Local Authorities
Var
i
et
y
of Ca
pi
tal Partner
s
Ran
g
e of Fees & Equ
i
ty
At a glance
12
Capital Partners
32
Assets
16
Retail Parks
16
Shopping Centres
+20%
Net Fee Income Growth -
compound growth per
annum over the past 6
years
Portfolio review continued
Assets under management have grown by
approximately £0.8 billion over the past three
years, reflecting sustained demand for a
specialist operating platform in a market where
stock selection and business plan execution are
critical.
This growth demonstrates the scale of
opportunity to continue expanding this income
stream across destination shopping centres,
retail parks, leisure and local authority
regeneration, supported by our ability to
consistently drive performance across assets
for both our partners and our own portfolio.
Key occupiers
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Local Authorities
Across our five council mandates, including
Canterbury City Council, Blackpool Council and
Sefton Council, we completed 38 long-term
leasing events, covering 186,900 sq ft and
securing £1.8 million of annualised rent. Key
highlights include:
• Tamworth, Ankerside Shopping Centre:
Ankerside is entering a period of
transformation, with NewRiver working in
partnership with Tamworth Borough Council
to reposition the asset. The focus is on
activating the shopping centre through
retailer and community-led lettings,
strengthening its role within the town centre.
• Chatham, The Pentagon Shopping Centre:
Construction of the £15 million, 40,000 sq ft
Healthy Living Centre has completed, with GP
practices now in occupation. In addition, the
16,000 sq ft Innovation Hub is fully
operational, supporting start-ups and
growing businesses in the creative and digital
sector.
• Blackpool, Houndshill Shopping Centre:
Houndshill is a key shopping destination,
anchored by a broad retail and leisure offer.
We introduced Arc Cinema as a new leisure
anchor and continue to progress a pipeline of
F&B, leisure and retail lettings. The asset sits
at the heart of Blackpool Council’s £2 billion+
Growth and Prosperity programme,
supporting its long-term positioning and
investment case.
• Bootle, Strand Shopping Centre: The
regeneration programme is progressing,
supported by Government and Liverpool City
Region Combined Authority funding.
Demolition of nearly a third of the centre has
completed, with main construction expected
to commence later this year and complete in
H2 FY27. NewRiver earns development
management fees for its role on the project.
• Canterbury, Whitefriars Shopping Centre:
The shopping centre is fully let. In FY26, we
completed three new lettings to Space NK,
ProCook and Urban Outfitters, occupying a
combined 15,800 sq ft, all opening ahead of
Christmas 2025. We also completed a lease
with Victoria’s Secret, taking the former River
Island unit. These lettings reinforce the
strength of the centre’s occupier demand
and its position within the market.
Portfolio review continued
Capital Partnerships continued
Private Equity Sector
and Banks
Across our seven mandates, including the
BRAVO joint venture — where we operate a
shopping centre in Sheffield — we completed
52 long-term leasing events, covering 182,800
sq ft and securing £3.9 million in annualised
rent. During the period, we sold the final
remaining retail park within the BRAVO joint
venture, leaving a single asset in the
partnership. Key highlights:
• Bradford, Broadway Shopping Centre: New
openings during the year included Yours
Clothing, Hays Travel, F. Hinds and Timpson,
while the centre’s F&B offering was
strengthened through the additions of Boo
Burger, Starbucks, Jamaica Blue, Big Jack
Potatoes and Berries in the food hall.
• Middleton, Middleton Shopping Centre: We
completed the external unit refresh and
secured a letting to Mother Hubbard’s, due to
open in H1 FY27 establishing the scheme’s
first dedicated F&B offer, with further F&B
lettings in the pipeline. The former Wilko unit
is under offer to a value retailer, expected to
open in H1 FY27, strengthening the scheme’s
position as an everyday destination.
• Milton Keynes, Midsummer Place: Following
the arrival of Apple, Sports Direct, Flannels
and Lane 7 in 2024, we secured new lettings
to Søstrene Grene, Popeyes and Smoke &
Pepper, while Hollister relocated to a new
format store. We also exchanged agreements
with Zara for a flagship store and Gail’s
Bakery, both due to open in H2 FY27.
• Leicester, Highcross Shopping Centre:
Leasing activity was strong, with new lettings
to Mango, Rituals, Space NK, Wingstop, Maki &
Ramen and Superdrug. Cosmo, Pureseoul and
Office are currently fitting out new stores,
further strengthening the asset’s tenant mix.
Institutional Sector
For M&G Real Estate, we manage 16 retail parks
and one shopping centre. In FY26, we
completed 35 long-term leasing events,
covering 277,500 sq ft and securing £6.3 million
of annualised rent. We continue to support
M&G in reallocating capital generated from the
disposals of Sundorne Retail Park, Shrewsbury
and Culver Shopping Centre, Colchester.
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Portfolio review continued
Snozone
Snozone is the UK’s largest indoor ski slope operator, with a dominant position across the UK
and Spain. The income stream is naturally seasonal, with peak earnings in NewRiver's second half.
In FY26, Snozone delivered EBITDA of £3.2 million, up +10%. Growth was driven by higher slope
usage, up 9%, reflecting improved retention through lesson pathways and schools programmes,
with restaurant transactions increasing by 3%.
The business continues to operate at scale, serving approximately 600,000 annual paying
customers and having introduced over 5 million people to skiing and snowboarding. Snozone
received the UK School Travel Award for Best Sporting Venue for a fifth time, remains the only
UK operator to own and operate a Disability Snow School, and is accredited as a Disability
Confident Employer.
People, Data and Systems
Retail is operational, local and fast-moving, and performance is ultimately driven by the quality
of execution. Over several years, we have invested in our people, systems and data to build a
platform capable of operating a significantly larger and more complex portfolio.
This investment has been matched with a strong and experienced team, whose expertise in leasing,
asset management and capital allocation underpins delivery across the platform. Together, this
enables us to scale the business and absorb additional assets efficiently, without materially
increasing headcount, while maintaining consistent standards of execution.
Data is central to this capability. Lloyds consumer spend data, now covering 93% of the balance
sheet by value, is one example of how we use external data to inform leasing, tenant mix and capital
allocation decisions. Alongside this, we have developed in-house asset management tools that
bring together multiple data sources into a single platform, providing real-time insight at the
fingertips of our asset management, finance teams and executive team.
We have taken further steps to make this data architecture AI-ready and are integrating these
capabilities into day-to-day workflows, strengthening analysis and enabling quicker,
better-informed decision-making. This allows us to respond faster in a dynamic market and
frees up time across the team to focus on strategic priorities.
The combination of people, systems and data is a core operating advantage, supporting scalable
execution, more effective decision-making and the consistent delivery of performance across
the platform.
Capital Partnerships continued
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Chief Financial Officer’s review
UFFO for the year was £37.2 million (8.3 pence
per share), increased from £30.5 million (8.1
pence per share) in the prior year. The Board
has declared a final dividend of 3.6 pence per
share which, combined with our interim
dividend of 3.1 pence per share, brings the total
FY26 dividend declared to 6.7 pence per share,
representing year-on-year growth of 3%. The
dividend is payable on 7 August 2026 and goes
ex-dividend on 18 June 2026.
Following completion of the Capital & Regional
acquisition in December 2024, Growthpoint
became NewRiver’s largest shareholder with a
14.2% holding. In August 2025, after
Growthpoint announced its intention to dispose
of a minimum of 47.7 million of the 67.4 million
shares held in NewRiver at 75 pence per share,
we purchased and cancelled 47.7 million shares,
with the remainder of Growthpoint’s holding
purchased by new and existing institutional
shareholders, as well as NewRiver REIT plc’s
Employee Benefit Trust. The purchase price
represented a discount of 26% to March 2025
EPRA NTA per share and so the transaction was
accretive to NTA per share and UFFO per share.
As the share buyback completed towards the
end of the first half, we saw UFFO per share
benefit in the second half of FY26 with the
remainder to flow through in the first half of
FY27.
Properties at valuation reduced from
£897.5 million to £802.2 million following the
disposal of four shopping centres and two retail
parks during the year. On a like-for-like basis,
the portfolio delivered valuation growth over
the year of +0.7%. This includes a +0.5%
increase in the second half of the year,
representing the third consecutive six-month
period of valuation uplift. EPRA NTA per share
was 105 pence at 31 March 2026, increased
from 102 pence at 31 March 2025, primarily due
to the share buyback and valuation growth in
the year, offset partially by disposals. All of this
Delivered increased scale and per share growth
means we achieved a total accounting return of
+9.4% during FY26, a considerable improvement
compared to the -5.9% recorded in FY25 and a
significant step towards our ambition to deliver
a consistent total accounting return of 9-11%
per annum.
LTV reduced from 42% at 31 March 2025 to
40% at 31 March 2026, in-line with our guidance
of <40% and comfortably within our policy of
<50%. The reduction reflects disposal proceeds
during the year (including the Abbey Centre in
Newtownabbey which was the largest disposal
at £58.8 million) offset by the share buyback
completed in August 2025. We remain in
compliance with our other financial policies,
with net debt to EBITDA of 6.2x and an interest
cover ratio of 4.6x. Following disposal activity
completed during the year, our cash reserves
have increased from £62.1 million to
£115.8 million. In September 2025 and February
2026, Fitch Ratings reaffirmed NewRiver’s
investment grade credit ratings, with a
Long-Term Issuer Default Rating (“IDR”) of ‘BBB’
(Stable Outlook), a senior unsecured rating of
‘BBB+’ (relating to the £300 million 2028
corporate bond) and Short-Term IDR at ‘F2’.
In April 2026, we completed the first phase of
our refinancing plan by agreeing a new
£240 million unsecured facility comprising
a £120 million Term Facility Commitment and
a £120 million Revolving Credit Facility (“RCF”).
The new facility achieves our aims to extract
maximum benefit from our current debt
structure while improving our debt maturity
profile and ultimately will allow NewRiver to
return to a fully unsecured debt structure once
the Term Facility Commitment is drawn. The
Term Facility Commitment will be drawn to
refinance the secured £140 million Mall Facility
in January 2027 when its fixed term period
expires, and the £120 million RCF replaces the
existing £100 million RCF which was due to
mature in November 2026. In May 2026, we
executed a forward starting collar which fixes
the cost of the Term Facility Commitment
between 4.4% and 5.9% from initial drawdown
in January 2027 to initial maturity in April 2030.
FY26 was a strong year, with increased
UFFO, dividend and NTA per share
reflecting the successful integration and
first full year of ownership of Capital &
Regional, as well as our disciplined capital
allocation. Importantly, we have achieved
this without compromising the strength
of our financial position.
“We have delivered a strong set of FY26 results,
with increased UFFO, dividend and NTA per
share reflecting the successful integration and
first full year of ownership of Capital & Regional,
as well as our disciplined capital allocation.”
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Chief Financial Officer’s review continued
Key Highlights 2026
UFFO IFRS Profit After Tax
£37.2m
FY25: £30.5m
£31.7m
FY25: £23.7m
Total Accounting Return Interest Cover Ratio
+9.4%
FY25: -5.9%
4.6x
FY25: 6.0x
UFFO per share Ordinary Dividend Per Share
8.3p
FY25: 8.1p
6.7p
FY25: 6.5p
LTV Net debt: EBITDA
40.4%
FY25: 42.3%
6.2x
FY25: 5.4x
Fully unlocked Agreed new
£6.2m
C&R net cost synergies
post acquisition
£240m
unsecured facility to refinance
Mall Facility and RCF
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
thisłbasis.
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 include a number
of the financial statistics included in this
document being UFFO, LTV, occupancy, admin
cost ratio, ICR, Net debt: EBITDA, total assets,
GRESB score, Total Property Return and Total
Accounting Return. These APMs include a
number of 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.
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Underlying Funds From Operations
The following table reconciles IFRS profit after taxation to UFFO, which is the Company’s measure of underlying operational profits.
Reconciliation of profit after taxation to UFFO
31 March 2026
£m
31 March 2025
£m
Profit for the year after taxation 31.7 23.7
Adjustments
Net property valuation movement – group (4.2) (2.1)
Net property valuation movement – associates (0.1) 0.1
Loss on disposal of investment properties 3.6 0.7
Loss on disposal of subsidiary 0.9 –
Loss on disposal of associate 0.6 –
Exceptional costs
1
0.2 0.7
Amortisation of intangibles
2
0.4 0.3
Write off of unamortised debt costs
3
– 0.9
Costs to unlock transaction synergies
4
1.6 1.1
Deferred tax
5
0.2 3.0
EPRA Earnings 34.9 28.4
Forward looking element of IFRS 9
6
(0.2) 0.1
Snozone depreciation, lease liability amortisation and interest
7
0.9 0.5
Share-based payments charge 1.6 1.5
Underlying Funds From Operations 37.2 30.5
1. Exceptional costs comprise expenses relating to the acquisition and integration of Ellandi
2. Amortisation of intangibles relates to the amortisation of the intangible asset recognised on the acquisition
ofłEllandi
3. Write off of unamortised costs following repayment of three Capital & Regional secured debt facilities totalling
£59 million immediately post transaction completion during the year ended 31 March 2025
4. Costs to unlock comprise net costs in relation to unlocking expected net cost synergies following the
acquisition of Capital & Regional e.g. redundancy and head office costs
5. Deferred tax within the Snozone business (31 March 2025: deferred tax acquired with the acquisition of Capital
& Regional, since written off)
6. Forward looking element of IFRS 9 relates to a provision against debtor balances in relation to invoices in
advance for future rental income. These balances are not due in the current year and therefore no income has
been recognised in relation to these debtors
7. Adjustment to remove depreciation and the profiling impact of IFRS 16
Underlying Funds From Operations is presented on a proportionally consolidated basis in the
following table.
Underlying Funds From Operations
31 March 2026 31 March 2025
Group
£m
Share of
Associates
£m
Adjustments
Proportionally
consolidated
£m
Proportionally
consolidated
£m
Gross up
1
£m
UFFO
2
£m
Revenue 131.0 0.8 (21.0) – 110.8 79.6
Property operating expenses
2
(62.6) (0.2) 14.7 0.7 (47.4) (29.2)
Net property income 68.4 0.6 (6.3) 0.7 63.4 50.4
Administrative expenses (19.0) – 3.1 3.8 (12.1) (11.6)
Other income (Snozone EBITDA) ––3.2– 3.2 3.7
Operating profit 49.4 0.6 – 4.5 54.5 42.5
Net finance costs (17.4) (0.4) – – (17.8) (11.9)
Taxation 0.4 (0.1) – 0.2 0.5 (0.1)
Underlying Funds From Operations 37.2 30.5
UFFO per share (pence) (a) 8.3 8.1
Ordinary dividend per share
(pence) (b) 6.7 6.5
Ordinary dividend cover (a/b) 125% 125%
Admin cost ratio 10.4% 14.1%
Weighted average # shares (m) 447.3 376.3
1. Adjustments to Group and share of Associates figures to remove gross up items, principally: Revenue - £(17.9)
million Snozone revenue reallocated to Other income and £(3.1) million Capital Partnerships costs reallocated
from Administrative expenses; Property operating expenses - £14.7 million Snozone expenses reallocated to
Other income; Administrative expenses - £3.1 million Capital Partnerships costs reallocated to Revenue; Other
income - £17.9 million Snozone revenue reallocated from Revenue and £(14.7) million Snozone expenses
reallocated from Property operating expenses
2. Adjustments to Group and share of Associates figures to remove non-cash and non-recurring items,
principally; Property operating expenses - Snozone depreciation, lease liability amortisation and interest
£0.9 million and forward looking element of IFRS 9 £(0.2) million; Administrative expenses - costs in relation to
unlocking expected net cost synergies following the acquisition of Capital & Regional £1.6 million, exceptional
costs and amortisation of intangibles relating to Ellandi of £0.6 million and £1.6 million share-based payment
charge; Taxation - deferred taxation £0.2 million
3. Property operating expenses have increased by proportionately more than revenue during the period following
the acquisition of Capital & Regional as the six investment properties acquired have a lower gross to net ratio
than the existing NewRiver portfolio, predominately due to lower levels of occupancy in the Capital & Regional
portfolio (94.6%) compared to the NewRiver portfolio (95.4)%, as well as an increase in the expected credit loss
in the year due to retailer restructurings, see note 5
Chief Financial Officer’s review continued
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Net property income
Analysis of net property income (£m)
Net property income for the year ended 31 March 2025 50.4
Capital & Regional acquisition 18.8
Disposals (6.8)
Net property income re-based 62.4
NPI Core (including asset management fees) 0.8
NPI Regeneration, Work Out and Other 0.2
Net property income for the year ended 31 March 2026 63.4
On a proportionally consolidated basis, net property income was £63.4 million in FY26, compared to
£50.4 million in FY25. This was predominantly due to the positive impact of the acquisition of
Capital & Regional which contributed £18.8 million to net property income having completed
towards the end of the prior year. This was partially offset by the disposal of four shopping centres
and two retail parks during the year, the largest of which was The Abbey Centre in Newtownabbey,
which was sold early in the first half of the year for £58.8 million.
Within our Core business, net property income increased by £0.8 million. This reflects a full year of
benefit of asset management fees following the acquisition of Ellandi, which completed in July
2024, with all operational cost synergies now unlocked on an annualised basis. As flagged in our half
year materials, rent and service charge provisions have been impacted by the retail restructurings
during the year, with Homebase, Poundland, Bodycare, Claire’s and River Island all announcing or
concluding restructurings during the first half of this year, which have resulted in a modest
reduction in occupancy and an increase in bad debt provisioning. In addition, the prior year saw the
final period of benefit from the collection of historical rent arrears from the Covid era and
subsequent disruption which had been fully provided. However, the net adverse impact of the
combination of these factors has been mitigated by the positive contribution from new lettings
across the portfolio.
Administrative expenses
Administrative expenses have increased slightly from £11.6 million in FY25 to £12.1 million in FY26,
primarily due to an increase in payroll related costs driven by inflationary increases across our
workforce and a modest increase in headcount following the acquisition of Capital & Regional.
We remain committed to keeping a disciplined approach on cost control and during FY26 we
unlocked, on a look forward basis, the £6.2 million of annual net cost synergies identified as part of
the Capital & Regional acquisition, in-line with guidance published at the time of the transaction.
Details of any material related party transactions that occurred during the current year are
provided in Note 25 of the Notes to the Financial Statements.
Other income
Other income of £3.2 million recognised in FY26 relates to Snozone EBITDA, which compares to
£3.7 million recognised in FY25. Snozone, the UK’s largest indoor ski slope operator, was acquired as
part of the Capital & Regional transaction which completed on 10 December 2024. As explained at
the half year, Snozone is a seasonal business, with peak trading coinciding with the second half of
our financial year, which is why the UFFO contribution in FY25 was higher than in FY26. On a
like-for-like basis, including the period of loss prior to ownership, Snozone EBITDA increased by 10%
from £2.9 million in the 12 months to March 2025 to £3.2 million in the 12 months to March 2026.
Net finance costs
Net finance costs increased from £11.9 million in FY25 to £17.8 million in FY26. The majority of this
increase reflects the higher quantum of debt on our balance sheet following the acquisition of
Capital & Regional where we acquired the £140 million Mall facility, at an attractively priced 3.5%
coupon. In addition, in the prior year we carried a higher level of cash holdings as we waited to
deploy these into the Capital & Regional acquisition, and we were able to generate a higher return
on that cash as the Bank Rate was higher.
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, Snozone income or asset management
fees. The tax credit recognised and received in the year relates to historic payments on account
dating back to 2019.
Chief Financial Officer’s review continued
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Dividends
Under our dividend policy, we declare dividends equivalent to 80% of UFFO per annum. Dividends
are paid 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.
In-line with this policy, the total dividend in respect of the year ended 31 March 2026 is 6.7 pence
per share. Having declared and paid a H1 dividend of 3.1 pence per share, the Board has today
declared a final dividend of 3.6 pence per share which will, subject to shareholder approval at
the 2026 AGM, be paid on 7 August 2026. The ex-dividend date will be 18 June 2026 with an
associated record date of 19 June 2026. The dividend will be payable as a REIT Property Income
Distribution (PID).
Chief Financial Officer’s review continued
Balance sheet
EPRA NTA includes 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 2026
As at
31 March 2025
Group
£m
Share of
Associates
£m
Proportionally
consolidated
£m
Proportionally
consolidated
£m
Properties at valuation
1
797.1 5.1 802.2 897.5
Right of use asset 74.8 - 74.8 69.6
Investment in associates 2.4 (2.4) - -
Other non-current assets 8.3 - 8.3 8.3
Cash 115.5 0.3 115.8 62.1
Other current assets 23.9 0.2 24.1 22.2
Total assets 1,022.0 3.2 1,025.2 1,059.7
Other current liabilities (46.9) (0.5) (47.4) (53.8)
Lease liability (79.0) - (79.0) (73.6)
Borrowings
2
(438.3) (2.0) (440.3) (441.3)
Other non-current liabilities (0.2) (0.7) (0.9) (0.9)
Total liabilities (564.4) (3.2) (567.6) (569.6)
IFRS net assets 457.6 - 457.6 490.1
EPRA adjustments:
Goodwill
3
(3.6) (3.6)
Intangible asset
3
(0.5) (0.9)
Deferred tax 0.9 0.9
EPRA NTA 454.4 486.5
EPRA NTA per share
4
105p 102p
IFRS net assets per share
5
106p 103p
LTV 40.4% 42.3%
1. See Note 13 for a reconciliation between Properties at valuation and categorisation per Consolidated balance
sheet
2. Principal value of gross debt, less unamortised fees
3. Goodwill and intangible assets recognised on the acquisition of Ellandi are removed from the EPRA NTA
calculation as per EPRA guidelines
4. Calculated with reference to 433.5 million shares (March 2025: 478.9 million shares), see Note 11
5. Calculated with reference to 432.0 million shares (March 2025: 476.7 million shares), see Note 11
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Chief Financial Officer’s review continued
Net assets
As at 31 March 2026, IFRS net assets were £457.6 million, decreasing from £490.1 million as at
31 March 2025, primarily due to impact of the share buyback completed in August 2025, whereby
we purchased 47.7 million shares for £36.1 million, as well as purchasing 3.0 million shares for
£2.3 million to fund the Employee Benefit Trust.
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, goodwill and intangible assets
held on the balance sheet. These adjustments are made with the aim of improving comparability
with other European real estate companies. EPRA NTA reduced from £486.5 million to
£454.4 million, predominately due to the share buyback, as noted above.
EPRA NTA per share increased to 105 pence at 31 March 2026 from 102 pence at 31 March 2025,
predominately as a result of the share buyback. Like-for-like valuation movements of +0.7% further
contributed to the increase, although this was partially offset by costs incurred on the disposals
made during the year.
Properties at valuation
Properties at valuation have reduced from £897.5 million to £802.2 million following the disposal of
four shopping centres, The Abbey Centre in Newtownabbey being the largest at £58.8 million, and
two retail parks. Our portfolio delivered valuation growth of +0.7% over the year and +0.5% in the
second half, which is the third consecutive six-month period of valuation uplift.
Debt & financing
Proportionally consolidated
31 March 2026 30 September 2025 31 March 2025
Weighted average cost of debt – drawn only
1
3.5% 3.5% 3.5%
Weighted average debt maturity – drawn only
2
2.5 yrs 2.4 yrs 2.6 yrs
Weighted average debt maturity – total
3
3.1 yrs 2.2 yrs 2.4 yrs
1. Weighted average cost of debt on drawn debt only
2. March 2026 calculation includes impact of £240 million post balance sheet refinancing and assumes the Mall
Facility has been repaid
3. March 2026 calculation includes impact of £240 million post balance sheet refinancing and assumes the Mall
Facility has been repaid, but excludes two one-year extension options on the RCF and three one-year
extension options on the Term Facility Commitment. Assuming these options are exercised and lender
approved, weighted average debt maturity on total debt at 31 March 2026 would increase to 4.2 years
Proportionally consolidated
31 March
2026
£m
30 September
2025
£m
31 March
2025
£m
Cash 115.8 89.1 62.1
Principal value of gross debt (442.0) (444.3) (444.3)
Net debt
1
(324.5) (352.8) (379.2)
Drawn RCF - --
Total liquidity
2
235.8 189.1 162.1
Gross debt (drawn/acquired)/repaid in the year/period - - (199.3)/59.0
Loan to Value 40.4% 42.3% 42.3%
1. Including unamortised arrangement fees
2. Cash and undrawn RCF, including impact of post balance sheet refinancing
As at 31 March 2026, the principal value of our gross debt has decreased slightly from
£444.3 million as at 31 March 2025 to £442.0 million following the disposal of our 10% interest in an
associate (Sprucefield Retail Park, Lisburn). This balance consists primarily of a £300 million
unsecured corporate bond and the £140 million Mall facility added during FY25 as a result of the
acquisition of Capital & Regional. Our weighted average cost of debt has also remained consistent
at 3.5% as these two facilities both have a coupon of 3.5%. Our cash position has further increased
from £62.1 million as at 31 March 2025 to £115.8 million as at 31 March 2026 as a result of the
disposal activity during the year. In September 2025 and February 2026, Fitch Ratings reaffirmed
NewRiver’s investment grade credit ratings, with a Long-Term Issuer Default Rating of ‘BBB’ (Stable
Outlook) and a senior unsecured rating of ‘BBB+’.
In April 2026, we completed the first phase of our refinancing plan, agreeing a new
unsecured £240 million facility comprising a £120 million Term Facility Commitment and
a £120 million RCF. The new facility achieves our aims to extract maximum benefit from our current
debt structure while improving its debt maturity profile and ultimately allows NewRiver to return to
a fully unsecured debt structure once the Term Facility Commitment is drawn. All four existing
lenders (Barclays, HSBC, NatWest and Santander) increased their commitments from £25 million to
£60 million each, which is a clear vote of confidence in NewRiver’s investment-grade credit rating
and the quality of its underlying portfolio.
The £120 million Term Facility Commitment has a margin of 190 basis points at the current LTV level
and matures in April 2030, with the option to extend by three additional one-year terms (to April
2033), subject to lender approval. The Term Facility Commitment is available to be drawn until the
end of January 2027 and will be used, alongside £20 million from existing significant cash resources,
to refinance the secured £140 million Mall Facility. The Mall Facility was retained following the
acquisition of Capital & Regional plc in December 2024, principally due to its attractive 3.5% coupon,
which runs until January 2027. After that date, and until its maturity in January 2028, the Mall Facility
would have reverted to a floating rate with a margin that is higher than the margin agreed under the
Term Facility Commitment. Delaying drawdown of the Term Facility Commitment until January 2027
therefore allows NewRiver to extract maximum value from the Mall Facility’s 3.5% coupon.
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Prior to drawing the Term Facility Commitment, NewRiver will pay a commitment fee based on a
percentage of the margin, which is expected to cost £0.6 million in FY27. This compares to an
estimated £2.0 million over the same period if the facility were to be drawn immediately and the
saving of approximately £1.4 million naturally flows directly to shareholders through our dividend
policy. In May 2026, we executed a forward starting collar which fixes the cost of the Term Facility
Commitment between 4.4% and 5.9% from initial drawdown in January 2027 to initial maturity in
April 2030.
The new £120 million RCF has a margin of 175 basis points at the current LTV level and matures in
April 2031, with the option to extend by two additional one-year terms (to April 2033), subject to
lender approval. The RCF is £20 million larger than the facility it replaces and extends the maturity
from November 2026 at a significantly reduced margin.
The next stage of our refinancing will focus on our £300 million unsecured corporate bond, which
matures in March 2028. With cash and available liquidity being over £200 million and an improved
maturity profile, we are well placed to manage that process from a position of strength.
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.
We are in compliance with all financial policies as at 31 March 2026.
Measure Financial policy Proportionally consolidated
31 March 2026 30 September 2025 31 March 2025
Loan to Value Guidance <40%
Policy <50% 40.4% 42.3% 42.3%
Group
31 March 2026 30 September 2025 31 March 2025
Balance sheet gearing <100% 70.5% 77.4% 76.7%
Proportionally consolidated
31 March 2026 30 September 2025 31 March 2025
Net debt: EBITDA
1
<10x 6.2x 6.5x 5.4x
Interest cover
2
>2.0x 4.6x 5.1x 6.0x
Ordinary dividend cover
3
>100% 125% 106% 125%
1. Net debt: EBITDA is calculated using the average net debt over the last 12 months
2. Interest cover calculated on a 12 month look-back basis, consistent with debt covenant
3. Ordinary dividend cover calculated with reference to UFFO per share
Chief Financial Officer’s review continued
LTV reduced from 42.3% at 31 March 2025 to 40.4% at 31 March 2026, remaining comfortably within
our policy of <50% and in-line with our guidance of <40%, with the reduction due to net disposals.
During the year we disposed of four shopping centres and two retail parks, deploying part of the
proceeds into the share buyback completed in August 2025.
Our other financial policies, most notably Net debt: EBITDA (6.2x) and interest cover (4.6x), remain
amongst the strongest in the sector. Overall, our financial position remains strong and we continue
to operate comfortably within all our financial policies.
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 2026
Single retailer concentration <5% of gross income 3.6% (Boots)
Development expenditure <10% of GAV <1%
Risk-controlled development
>70% pre-let or pre-sold
onłcommitted N/A, no developments on site
Conclusion
Following the successful integration of the Capital & Regional portfolio onto our platform and
completion of the first phase of our refinancing, we are now focused on our growth agenda.
With cash and available liquidity of over £200 million, a pathway to a fully unsecured balance sheet
and a bond maturity we are well placed to manage, we have the balance sheet, the platform and the
pipeline to deploy capital where justified and grow earnings per share.
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Stakeholder
engagement
Our Stakeholders
Strong and transparent relationships with our
stakeholders are fundamental to how NewRiver
delivers long-term, sustainable value.
Our stakeholders play a critical role in the
delivery of our strategy, shaping our operational
decision-making and assessing future risk and
opportunity. Each stakeholder group has
different priorities and we work hard to
understand the evolving needs of each,
ensuring strong, transparent and two-way
relationships.
Board engagement
The Board recognises its responsibility under
Section 172 to consider the interests of
stakeholders when making decisions and to
promote the long-term success of the
Company.
Stakeholder engagement sits at the heart of
how the Board oversees the business,
supported by a regular dialogue with the
NewRiver Executive Directors and wider team,
who in turn manage and foster the relationships
with our core stakeholders.
Our Stakeholders include
Environment
Lenders
Occupiers
s
Capital
Partners
Shareholders
Team
Local
Authorities
Communities
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Section 172(1) Statement
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, particularly relevant at this time given the wider macro geo-political volatility. We
closely assess the latest insights reported by our research providers and advisers 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
Our workforce structure enables close proximity between our team and the Board, facilitating practical and
accessible direct engagement between the Board and employees. This year, Directors have visited assets, spent time
in the London office and attended an enhanced programme of social events with staff. The Board and management
team also undertook a people & culture strategic review during thełyear.
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 the Executive Directors
(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, recognising the integral role our assets play in the communities they
serve. We aim to enhance the lives of consumers and minimise our impact on the environment. These principles 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, we aim to be trusted, transparent and respected. These values are
embedded in the decisions made by the Board. Staff receive regular training on our anti-corruption policies to
ensure that they are entrenched in all staff decisions and conduct. Once again, the size and proximity of the
workforce allow our values and strategy to be communicated, embedded and monitored.
The need to act fairly as
between members of
thełcompany
The Board recognises the importance of treating all members fairly, with a dedicated Diversity, Equity, and Inclusion
programme, and monitors the views of the Company’s shareholders through reports on investor and analyst
communications, ensuring their views and opinions can be considered when setting strategy.
The Directors, both individually and collectively,
believe that they have acted in good faith in a
manner they consider 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 2026.
Details of our key stakeholders and how the
Board engages with them can be found here
in our Stakeholder Engagement Report. Further
details of the Board activities and principal
decisions are set out on page 96, 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 the Act can be found as follows:
Stakeholder engagement continued
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Why they are important
The success of NewRiver comes from the
people within our team. We continue to engage,
listen to and empower our existing team to
position our enlarged business and growth-
orientated platform for the future.
How we have engaged
We continue to invest in our team, systems,
culture and working environment.
We are proud of the excellent culture we have
fostered, supported by a passionate team of
people with considerable experience and
expertise in real estate and finance. We are
committed to developing talent from within the
business and continuously invest to ensure that
we have the most talented, agile and fulfilled
team. The result is a continued high retention
of a committed and expert team who drive
our performance and manage our relationships
and partnerships.
We have a collegiate team with a well-balanced
gender split. Our team focus on driving the
business forward whilst developing their own
careers. 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 priorities and
concerns, and we endeavour to incorporate
these into our strategic and operational
decision-making. 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.
Outcomes
• The Board and Executive Committee
undertook a People & Culture strategy
session to set a clear pathway for talent and
organisational development
• Attractive working policies to foster a
positive working environment to suit the
different lifestyles of our team including:
• flexible hybrid working with 3:2 days across
office:at home
• full private medical cover
• ‘gender-agnostic’ shared parental leave
• fully paid six-week sabbatical following 10
years of service
• opt-in salary sacrifice for electric cars
• staff volunteering policy
• mental and physical health resources
and training
• Training and development to unlock full
potential and enhance skills, capability and
performance. 100% of our team received
training this year, and we continue to support
and fund professional qualifications including
RICS and ACCA, with an average of 35 hours
of training undertaken per employee
• Annual appraisals and performance reviews
create professional development plans and
set objectives, track progress and help fulfil
potential
• Regular weekly and monthly team meetings
• We continue to be part of the UK
Government’s Apprenticeships Scheme,
with two apprentices becoming part of the
NewRiver team full time
• Invested in data and systems, to provide our
teams with greater insights to inform capital
deployment, leasing, tenant mix, marketing,
car parking pricing or overall risk assessment
of assets
Stakeholder engagement continued
• Annual staff survey with positive results:
• 100% of respondents believe NewRiver
cares about their well-being
• 97% of respondents feel happy at work
• 95% of respondents trust senior leadership
• 93% of respondents agree NewRiver
demonstrates genuine commitment to DEI
• Annual team engagement led by
NewRiver Board Director, Alastair Miller,
our designated Non-Executive Director
responsible for engaging with the NewRiver
team; with duties now transferred to
Non-Executive Director Charlie Parker.
Discussions include how NewRiver's strategy
sits within the macro-economic and
geopolitical themes, risk & opportunity,
strategic growth, AI and working environment
and culture
• Regular Non-Executive Director office visits
to allow the Board to interact with and listen
to the wider team
• Reward and recognition through
remuneration and bonus entitlements, and a
Long-Term Incentive Plan to promote talent
retention
• Active Wellness & Representation committee
who provide a programme of events and
initiatives to engage and support the team to
promote positive diversity, inclusion,
well-being and effective work/life balance
• Well balanced gender and ethnicity
representation with a 49:51 female:male split
and 19% ethnic representation
• Mental health ambassadors and ongoing
partnership with mental health charity,
Chasing The Stigma
• Bespoke DEI training for the entire NewRiver
team delivered by That Day. This was tailored
to a pre-training survey identifying
knowledge gaps and core focus areas. The
sessions covered equity and belonging, bias
and how to mitigate it, microaggression and
‘speaking up’. NewRiver team members
described it as “valuable and insightful”,
“engaging and informative”, and “thought
provoking”. The exit survey measured a 45%
improvement in DEI knowledge, a 42%
improvement in understanding and mitigating
bias, an 87% improvement in understanding
and acting on microaggressions, and a 28%
improvement in confidence in creating
inclusive environments. The training was
followed by an internal focus group to
support further development of our DEI
strategy.
Our Team
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Key metrics
49:51
Company
Female:Male ratio (%)
25:75
Board Female:Male ratio (%)
(NewRiver only - refer to p61
& p105 for Group split)
19%
ethnic diversity
35
hours of training
per employee
100%
of team undertook training
Low
absentee rate
(0.6 days per employee)
90
hours of volunteer
support dedicated
to Trussell
£637,200
Cumulative donations
to Trussell since our
partnership began in
June 2019
Stakeholder engagement continued
" Our people are what make the
success of NewRiver possible.”
Edith Monfries
Chief Operating Officer and People Officer
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Stakeholder engagement continued
Why they are important
Our shareholders, both institutional and retail,
are the ultimate owners of our business. In
order to deliver on all our ambitions for the
communities we are invested in, grow the
business, develop our team and deliver sector
leading returns, it is essential that our
shareholders understand and support the
Company’s strategy, business model,
investment case and progress.
How we have engaged
We have an active engagement strategy,
supported by our three corporate brokers
(Jefferies, Panmure Liberum and Shore Capital)
to provide our shareholders with regular
business updates, frequent meetings, both in
person and online, and on-site asset tours.
Where appropriate, our Board and members of
the Executive Committee engaged with
shareholders.
Outcomes
Our regular programme of investor engagement
continued, including the Annual General
Meetings (AGM), regulatory announcements
and non-regulatory news flow, conference calls
and shareholder roadshows. With appropriate
safeguards in place, we engaged with financial
analysts, as well as with 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.
• A programme of virtual and face-to-face
investor meetings with the CEO and CFO
• Management engaged with investors during
the year, with 110 meetings with both
shareholders and non-holders, both
institutional and retail
• As well as institutional investors, we engaged
with retail investors via direct
communications, our website, traditional
media and social media, the AGM, and
through the dedicated retail investor
platform Investor Meet, providing news and
video communications proactively, to ensure
retail investors are kept informed
• We held a results presentation for the Full
Year in June 2025 and Half Year in December
2025, with a live audio webcast including the
Q&A available with a replay function on our
website
• The 2025 AGM was held as a physical
meeting, attended by all of the Board
• 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
• 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 to inform the
Company’s strategy, financial and operational
performance drivers, capital allocation,
sustainability and occupational market
challenges and opportunities
Why they are important
Capital Partnerships are an important part
of our strategy and future growth, with the
objective of delivering increased earnings in
a capital-light way through co-investment,
asset management fees, a share of rent and
the potential to receive financial promotes.
Our Capital Partnerships include:
How we have engaged
• Executive Directors and asset managers for
each asset provide weekly, monthly and
quarterly reports to all of our Capital Partners
to share updates on the strategic progress of
each asset managed within the partnership
through in-person and online meetings
• Ongoing business plan setting and
progress reports tracking performance,
risk and opportunities, budget and Capex
planning together with project delivery and
financial returns
• Tracking trends within the capital markets
and occupational markets, together with
valuation performance, ESG, marketing,
resourcing and IT
• The Board receives regular reports on the
progress, opportunities and challenges within
our Capital Partnerships to evaluate their
performance and longer-term growth
potential
Outcomes
Today our Capital Partnership business has
genuine scale, with assets under management
of £0.8 billion across a portfolio of 16 shopping
centres and 16 retail parks, with 12 different
partners.
Our partner mandates include private equity,
institutions, local authorities and banks,
administrators and debt funds. Investment
partners are increasingly recognising the
importance of track record and specialism in
this highly operational asset class.
During FY26 our capital partnerships generated
net fees of £3.6 million.
Institutions
Banks, Administrators & Debt Funds
Local Authorities
Private Equity
Our Shareholders Our Capital Partnerships
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Stakeholder engagement continued
Why they are important
Our assets are located in the heart of
communities throughout the UK and play an
integral role in the lives of our local customers.
How we have engaged
In many of our asset locations we are one of
the largest real estate owners and we take this
responsibility very seriously. Our asset team
and Board Directors visit assets regularly to see
the assets in action day to day and understand
how our assets provide for the local community
and wider town. We aim to strengthen the
communities we operate in, by providing for the
everyday needs of locals through our shops and
services, and by supporting the causes that
matter to them.
• The Board receives regular updates through
CEO reports, quarterly ESG reports, business
plan progress and Community Investment
Plans from the asset and development teams.
• 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
• Directors volunteered at Trussell food banks
• 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
• Regular consultation with local community
groups, through our regeneration work, to
enable us to understand their requirements
and establish our priorities as a result
• 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
• Seventh year of partnership with Trussell,
raising almost £637,200 since its inception.
We continue to support Trussell through the
provision of funds, space, awareness and
time, including 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 digital and social media use for
community engagement
Our Environment
Our comprehensive ESG Strategic Report
on page 44 provides a detailed review of
our ongoing commitment and progress to
this important stakeholder group.
Why they are important
When our occupiers succeed, so too do we.
How we have engaged
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 everyday goods and
services, in high-frequency destinations that
consumers organise their lives around and that
support the development of vibrant
communities across the UK.
Our portfolio offers excellent rental affordability
with low occupational costs, demonstrated
through our consistently strong occupancy,
retention rate and affordable average rent. Our
on-site teams work hard to ensure that our
assets are clean, safe and welcoming
environments for all ages.
Outcomes
• Regular retailer engagement underpins
our asset management strategy. Regular
meetings are held between Board Directors,
Executive Committee members and our
asset teams, with our key occupiers at
retailer head offices and on-site, listening to
challenges, risks and opportunities arising
which feed into our business plans and
informs our strategy. This includes discussing
future occupier needs, market sentiment,
performance, growth or contraction plans
• Through Lloyds Bank we access high-quality
quarterly consumer spending data across
93% of our balance sheet assets by value.
This data provides store-by-store sales
turnover, including the online contribution
from that store, where customers are coming
from, frequency of visits, average transaction
values, a demographic profile of customers
and which consecutive stores customers
purchase from. The application and analysis
of this data informs the full eco-cycle of an
asset, from Investment to capex and disposal,
and almost every asset management
decision. We believe this will significantly
enhance our capability to make better future
decisions to further enhance our asset
business plans
• We discuss environmental and sustainability
strategies with our occupiers, including green
leases, MEES compliance, enhanced data
collection and on-site energy consumption;
we engage with our occupiers regarding our
Pathway to Net-Zero to help align with the
occupiers’ net-zero ambitions
• We supported our occupiers with Business
Rate reductions, and today our average
Occupational Cost Ratio is an affordable 7.8%
• We continue to collect energy data from our
occupiers and assets
• The Board receives regular reports on
occupier activity through the Executive
Directors, our research and insight teams,
and ESG reporting to inform future strategy
• The asset management team attend an
annual event called GRO Retail (formerly
Completely Retail Marketplace) in London,
where the retail real estate industry comes
together to discuss new opportunities as well
as expand and consolidate existing leasing
plans and asset management initiatives. We
also attend a similar event for our out of town
occupiers, Alliance Retail Exchange
• Board Directors actively participate in various
industry committees to help shape policy
and identify opportunities for the retail real
estate sector, thereby unlocking investment
in the industry. Members of the NewRiver
team serve on several committees of the
British Property Federation (BPF), including
the Finance Committee, where our CFO sits,
as well as the Development, Insolvency and
Sustainability Committees
Our Communities Our Occupiers
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Stakeholder engagement continued
Why they are important
Our lenders play a critical role in supporting
our operations and growth aspirations, and
we are proactive in maintaining strong
working relationships with our bank lenders,
bondholders and rating agency who in turn
help us access funding to facilitate our strategy.
How we have engaged
Proactive dialogue, transparent disclosure and
prudent financial management ensure that our
lenders understand and remain confident in our
strategy and capabilities. These relationships
help ensure that the business remains in a strong
and flexible financial position with a
predominantly unsecured balance sheet. Our
debt structure is highly efficient and covenant-
light, affording us significant operational
flexibility.
The CFO and finance team hold regular meetings
with our relationship banks, bondholders and
rating agency to ensure that they are kept up to
date with our business strategy, developments
and performance.
The CFO and Board consider factors that could
impact the business and our lenders on a regular
basis including: macro-economic environment,
specifically interest rates; geopolitical
environment; debt structure; current and future
debt requirements; performance of retail
operations including occupier trading, rent
collection, leasing and occupancy; retail property
valuations; impact of potential transactions;
wider activity within the retail investment
market.
Outcomes
• We reduced our Loan to Value to 40% in line
with our guidance of <40% and comfortably
within policy of <50%.
• In April 2026, we completed the first phase of
our refinancing plan by agreeing a new
£240 million unsecured facility comprising a
£120 million Term Facility Commitment and a
£120 million Revolving Credit Facility ("RCF").
The new facility achieves our aim to extract
maximum benefit from our current debt
structure while improving our debt maturity
profile, and ultimately will allow NewRiver to
return to a fully unsecured debt structure
once the Term Facility Commitment is drawn.
The Term Facility Commitment will be drawn
to refinance the secured £140 million Mall
Facility in January 2027 when its fixed term
period expires, and the £120 million RCF
replaces the existing £100 million RCF which
was due to mature in November 2026
• In September 2025 and February 2026, Fitch
Ratings reaffirmed NewRiver’s investment
grade credit ratings, with a Long-Term Issuer
Default Rating (“IDR”) of 'BBB' (Stable Outlook),
a senior unsecured rating of 'BBB+' (relating to
the £300m 2028 corporate bond) and
Short-Term IDR at ‘F2’.
Fitch Affirmed NewRiver’s
Investment Grade Credit Ratings
In September 2025 and February 2026,
Fitch Ratings 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’.
Our Lenders Our Local Authorities
Why they are important
We work with a broad range of local authorities
across the UK, at town, district and county level.
Our efforts focus on regenerating and
protecting the towns in which we invest and
operate in, creating long-term social and
economic growth.
How we have engaged
• Throughout the year, our asset and
development teams, along with Non-
Executive and Executive Directors, attend
various senior-level meetings with local
authorities and public sector focused
organisations. These engagements involve
discussions with Chief Executives, the wider
cabinet members, Planning Officers,
Regeneration Officers, and local Councillors.
The aim is to steer the regional strategies
that will impact the long-term social and
economic viability of towns, which in turn
directly impacts our assets
• Understanding the priorities of the Council
across the borough is critical, as is
recognising the significance of private
sector-led regeneration and the allocation of
resources to the local authority’s planning
team
• Garnering Local Authority support for smaller
regeneration projects that bring a positive
Benefit:Cost Ratio (BCR)
• We have been working across a number of
new local authority mandates through our
Capital Partnerships portfolio
Outcome
• We work with local authorities across the
country, across both balance sheet assets
and on local authority mandates within our
Capital Partnerships portfolio, including:
• Canterbury City Council
• Medway Council
• Tamworth Borough Council
• Sefton Council
• Blackpool Council
• Within our Capital Partnership local authority
portfolio, we delivered a new Healthy Living
Centre in Chatham at the Pentagon Shopping
Centre, owned by Medway Council, providing
important new health services for the local
community
• For one of our balance sheet assets, we have
advanced our over-arching partnership with
Mid Sussex District Council to deliver the
major regeneration of Burgess Hill town
centre where we have planning consent for a
mixed-use redevelopment.
• We secured a total of 10 planning consents
during the year, helping advance asset
business plans and contributing to improving
the offer for our communities.
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Delivering our objectives in FY26
ESG report
Sustainable everyday destinations
Our Approach to ESG
Aligned with our corporate strategy, our ESG
objectives are built around four focus areas
which reflect the issues that are important to
our stakeholders and our business: minimising
our environmental impact; engaging our team
and occupiers; supporting our communities;
and 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
enhance our ESG activities for the following
year. This approach generates a feedback loop
whereby our ESG programme adapts to the
findings and the 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 FY27
In FY27, we will continue to build on the work we
have done this year to align with evolving best
practice. This will include submitting our new
Science-Based Targets for validation, and laying
the foundation for extending our reporting to
UK SRS S1. We have also begun developing a
Sustainable Finance Framework, which we
envisage will further enhance our approach by
working with our lenders to align our objectives.
At the asset level, we will focus our efforts on
accessibility and inclusivity, biodiversity and
climate resilience measures, alongside our
ongoing efforts to reduce energy and water
consumption. By half year, we anticipate that
we will have completed a key solar PV scheme
which will mark a significant contribution to our
on-site energy generation ambitions.
As always, we thank our dedicated
management teams for their commitment to
our sustainability programme and look forward
to seeing more of the positive difference they
make in our communities throughout FY27.
Edith Monfries
Chief Operating and People Officer
FY26 was a year of strategic review and
integration for our ESG programme. The
addition of the Capital & Regional
portfolio presented a natural opportunity
to share knowledge amongst our
extended team, reflect on our ways of
working, and embed the best examples of
sustainable practice across our portfolio.
The significance of this growth to our
portfolio, alongside developments in
industry best practice, initiated a review
of our net-zero strategy. As such, FY26
has become our new baseline year and
we have committed to submitting new
targets for validation by the SBTi within
the next 2 years.
1. Improved our Global Real Estate Sustainability Benchmark (GRESB) score to 87/100 and gained an
additional “green star”
2. Achieved an MSCI ESG Rating of A. See more about our benchmarks performance on page 59
3. Achieved early adoption of the UK SRS S2 reporting standard, in place of our TCFD disclosures.
Read more on page 63
Objective 2: Leading in Governance andłDisclosure
Objective 1: Minimising our environmental impact
1
1. We achieved a 6% reduction in like-for-like Scope 1 & 2 emissions
2. We committed to submitting new net-zero targets to the SBTi for their validation under the
recently developed Buildings Criteria
3. We enabled two new solar PV schemes which will generate an additional 550,000kWh and save 97
tonnes CO
2
e per year
Objective 4: Engaging our Team and Occupiers
1. Our Wellbeing & Representation Committee hosted a variety of events throughout the year,
ranging from cultural education & celebration, to mental wellbeing support
2. Company-wide DEI training was delivered by That Day, increasing team understanding of
mitigating bias by 42%, awareness of microaggressions by 87%, and confidence in creating
inclusive environments by 28%
3. We focused our ESG fund on delivering biodiversity, accessibility/inclusivity and waste
management enhancements, consistent with feedback from our occupiers
Objective 3: Supporting our Communities
1. We have made £637,200 of cumulative donations to Trussell since our partnership began in June
2019
2. We adopted the Impact Evaluation Standard via the Thrive platform to consistently measure
the social value we generate in our communities. In FY26, we generated £2.7million.
Read more on page 57
3. We launched our partnership with Hey Girls to support their mission to end period poverty.
Read more on page 58
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Each year, our ESG reporting continues to
evolve as our ESG programme matures. 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 available in
a standalone document on our website to
enhance accessibility.
Scope and Boundaries
As part of our progression towards the full
adoption of the UK SRS reporting standard,
we have transitioned our ESG reporting
period back into alignment with our financial
reporting period, having previously used the
calendar year.
1. Limited assurance based on a data sample of at least 60% of each emissions category
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. Our
Operational Control boundary excludes
Associates’ assets, and assets where we act
only in an advisory capacity.
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 the
European Real Estate Association (EPRA). As
such, performance insights are provided on
both a “like-for-like” and “absolute” basis.
Like-for-like disclosures remove properties
that were acquired or sold during the reporting
year from the comparison, to evidence how our
portfolio performed without increases or
decreases in energy or water consumption and
waste generation associated with owning more
or fewer properties than in the previous year.
Absolute disclosures disregard the impact of
property sales and acquisitions, providing a
complete picture of our overall impact as a
business. We believe both metrics are
important for transparently communicating our
environmental impact and how we are
progressing against our ambition to minimise it.
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 UK
SRS S2 standard (formerly the Task Force on
Climate-Related Financial Disclosures, or TCFD)
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 International Integrated
Reporting Council (IIRC). Following the
disbandment of the TCFD and in anticipation of
the FCA aligning listed companies’ disclosure
requirements with the UK Sustainability
Reporting Standards (UK SRS), developed in
accordance with the International Sustainability
Standards Board’s (ISSB) Sustainability
Disclosure Standards (SDS: IFRS S1 & S2) we are
pleased to herein provide our first UK SRS S2
disclosure, directly replacing our formerly
named “TCFD Disclosure”. The IFRS S2 industry-
based metrics for real estate were considered
in preparing our disclosures and any metrics
determined to provide useful context to our
existing and ongoing disclosures have been
adopted and identified with their IFRS metric
indicator throughout this report. For the
avoidance of doubt, this disclosure is
considered to fulfil our reporting obligation
under the Companies (Strategic Report)
(Climate-related Financial Disclosure)
Regulations 2022.
ESG report continued
This report therefore relates to our ESG
performance during the FY26 period of
1 April 2025- 31 March 2026. The preceding
financial year is utilised for year-on-year
performance comparisons, though these
figures represent an extrapolation of
calendar year data from the then separate
NewRiver and Capital & Regional data
collection processes. Reasons for this are
explained in detail on pages 70 & 76-77 of
our FY25 Annual Report and Accounts. We
consider that this extrapolated data
provides a fair representation of the
previous financial year’s environmental
performance, with all data having been
independently verified to the ISO 14064-
3:2019
1
standard.
About our ESG Performance Reporting
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Key
Our targets
Net-zero targets
N
UN SDG aligned Environmental targets
E
UN SDG aligned Social targets
S
Our targets
N
Target: Publicly commit to net-zero and
set FY20 carbon emissions baseline
Status: Achieved
E
Target: 100% of waste generated at our managed
properties is diverted from landfill
Status: Achieved and maintain
FY26 progress: We are pleased to have achieved
our target of zero waste to landfill in FY22,
maintaining this as a core policy since.
Unfortunately, during FY26, an isolated incident
occurred at our centre in Newton Mearns which
led to 0.3% of our waste being landfilled without
prior notification. More information is provided on
page 52.
E
Target: 100% of landlord electricity is procured
from renewable sources
Status: Achieved and maintain
FY26 progress: We transitioned all landlord
electricity supplies across our portfolio to
Renewable Energy Guarantees of Origin (REGO-)
backed tariffs in 2020.
S
Target: 50% of the NewRiver head office team to
participate in our volunteering programme
Status: Achieved and maintain
FY26 progress: In FY26, the NewRiver head office
team provided 65 hours of volunteer support to
Trussell (of a total 90 hours including the support
of our site teams), with volunteering sessions
typically lasting around five hours each. The team
also provided a further 283 hours of volunteering
time to their own chosen causes, including an
International Women’s Day event. Through
NewRiver’s relationship with The Academy of Real
Assets (TARA), a further 18.5 hours of support
were provided, with 7.5 of these delivered by head
office personnel. This equates to a total of 71
volunteering sessions for 73 team members
(average headcount for the year), meaning we
have more than fulfilled our target.
S
Target: Support a minimum of five industry/
career engagement activities for young people
per year
Status: Achieved and maintain
FY26 progress: Achieved. Read how on page 58.
S
Target: Achieve a 90% response rate to our
annual employee survey, with at least 80%
confirming that they feel NewRiver cares about
their wellbeing
Status: Achieved and maintain
FY26 progress: Partially achieved. Read how on
page 55.
S
Target: All enclosed shopping centres to
participate in our Quiet Hour Initiative and have a
community engagement plan in place
Status: Achieved and maintain
FY26 progress: 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. The integration of the Capital & Regional
portfolio has extended the commitment across
five additional sites, with just one remaining to
finalise this initiative during FY27. We also funded
a sensory room at Cookie’s Island soft play
centre which is free to use during Quiet Hour at
the Exchange, Ilford.
E
Target: 85% recycling rate at our managed
properties
Status: Overdue
FY26 progress: Though we are yet to fulfil this
target, we made excellent progress in FY26,
increasing our overall recycling rate to 77% from
52%. Read more on page 52.
E
Target: Electric vehicle charging points installed
across all retail properties with a surface-level
car park
Status: Overdue
FY26 progress: 94% of all surface car parks have
EV chargers installed or in motion, with this
commitment now extending to the former Capital
& Regional assets. We are pleased to have
projects in progress at the two new centres
added to the scope of this target.
E
Target: 50% improvement (from a 2020
baseline) in landlord on-site renewable energy
generation
Status: Overdue
FY26 progress: FY26 on-site renewable energy
generation did not exceed the 2020 baseline
level, due to aging systems and no new
installations during the year. However, we have
two projects in motion to deliver 550,000 kWh
per year, alongside having undertaken major
maintenance works to our system in Hastings,
which, together, we anticipate will generate a
250% improvement in baseline year generation.
2022 2023 2025
ESG report continued
E
Target: Building certifications targeted, and
lifecycle carbon assessments undertaken, for
100% of our new construction and major
renovation projects
Status: Not applicable in FY26
FY26 progress: No relevant projects were
completed during the reporting period, however
BREEAM certification is being pursued for our
experiential leisure project in Cardiff, which will
include a lifecycle carbon assessment in
accordance with this target.
S
Target: Achieve a 75% response rate to our
occupier satisfaction survey
Status: Achieved
FY26 progress: We are pleased to have achieved
this target with our most recent Occupier
Satisfaction & Sustainability survey (FY24), 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. Our next occupier survey will run in FY27.
E
Target: Biodiversity plans to be in place for at
least 15% of our assets
Status: Achieved
FY26 progress: Having previously reported the
achievement of this target, we have now
embedded a requirement for at least one
biodiversity enhancing feature to be introduced
at all of our shopping centre locations. From FY27,
we will report a progress rate against this
ambition, displacing our 2025 target for
biodiversity plans.
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N
Target: Achieve validation of new Science-based
Targets under the Buildings Criteria
Status: In progress
FY26 progress: Formal commitment made via the
SBTi. FY26 is to be our new baseline year.
2030 2040 20502027
N
Target: Achieve a 42% reduction (against
baseline) in carbon emissions across our
corporate activities and operational real estate,
as required by the SBTi.
Status: Under review
FY26 progress: Prior to identifying the need to
replace this target with a target based on the
SBTi’s new Buildings Criteria, we had achieved a
39% reduction in total Scope 1 & 2 emissions
from our baseline year of FY20
(1)
, bringing us 93%
of the way to achieving this target and
encouraging us that our 2030 milestone was in
sight. We had also offset our residual corporate
emissions by purchasing credits from a validated
Woodland Carbon Code project at Loch Ness, to
bring our corporate emissions to a net-zero level.
E
Target: 75% of occupiers transitioned to
renewable energy supplies.
Status: in progress
FY26 progress: 68% of leases agreed in FY26
included a commitment from the occupier to
procure renewable electricity.
N
Target: Achieve net-zero for all operational
emissions from the directly managed areas of our
portfolio (Scope 1-3).
Status: In progress
FY26 progress: Whilst we are in the process of
remodelling our targets to align with the Buildings
Criteria, we maintain our ambition for all directly
managed areas of our portfolio to align with the
relevant definition of net-zero by 2040.
N
Target: 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.
Status: In progress
FY26 progress: Whilst we are in the process of
remodelling our targets, we maintain our ambition
to become a net-zero business by 2050,
consistent with our pledge to the Better Buildings
Partnership’s Climate Commitment.
E
Target: Over 25% of landlord energy is generated
on-site from renewable sources.
Status: In progress
FY26 progress: In FY26, 3% of like-for-like
landlord electricity demand was generated
on-site by our solar PV installations. On an
absolute basis, this reduces to 1.5%, as only one
of our new centres benefits from a PV system.
Our current PV project pipeline will increase
on-site generation by over 300%, and we will
continue to evaluate opportunities for further
installations across our portfolio in pursuit of this
target.
ESG report continued
1. Excludes the impact of the Capital & Regional
acquisition which tiggered the rebaselining exercise
Key
Our targets
Net-zero targets
N
UN SDG aligned Environmental targets
E
UN SDG aligned Social targets
S
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Objective 1: Minimising Our Environmental Impact
On Earth Day, 22
nd
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
overarching 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
1
.
Consistent with this commitment, we published
our net-zero pathway based on a 1.5 degree
trajectory alignment, using the Science-Based
Targets Initiative’s (SBTi) Corporate Standard to
determine by how much and by when we would
need to reduce our emissions to achieve this
goal. Five years on from our original baseline
year of FY20, our business looked very different,
and a wholesale review of our emissions profile
was required. We undertook a comprehensive
materiality assessment of all relevant emissions
sources for the NewRiver and Snozone
businesses, with reference to the GHG Protocol
and the SBTi’s guidance. This updated
materiality analysis identified that over 90% of
our GHG emissions
2
arise from three sources:
Scope 1 emissions from our consumption of
natural gas; Scope 2 emissions from our
consumption of electricity; and Scope 3
Category 13 emissions arising from occupier
energy consumption within our assets
(“Downstream Leased Assets”). This is
consistent with expectations for the nature of
our business, aligns with the scope of the SBTi’s
Buildings Criteria, and represents the new
scope of our emissions reporting
3
.
Having identified that the Buildings Criteria
would be key to updating our targets, and given
the methodology’s high degree of dependence
on building floor area, we also undertook a floor
area reconciliation exercise across our
landlord-controlled areas, to ensure the
representativeness of future targets developed
using floor area as a denominator. We have also
continued our work with Arbnco to extend and
improve the accuracy of our occupier data
collection, to ensure good quality Scope 3 data.
Our detailed targets are now being remodelled,
rebaselining them to FY26. Whilst we are not
yet in a position to share our detailed targets,
we maintain our commitment to becoming a
net-zero business by no later than 2050 and
aligning our near-term target with the latest
scientific recommendations.
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. A table
presenting a breakdown of this information can
be found on the following page.
Emissions Performance Summary
• Whilst absolute emissions increased as a result of our acquisition of Capital & Regional, there
was a 6% reduction in like-for-like Scope 1 & 2 emissions intensity across our portfolio
• Like-for-like location-based Scope 2 emissions arising from electricity consumed in
common areas reduced by 16%
• Sales of three assets with gas-powered common area heating supplies removed over
490,000 kWh of fossil fuel demand from our portfolio, equivalent to 90 tCO
2
e per year
• We generated 179,706 kWh of electricity from on-site renewable sources at our shopping
centres, saving 32 tonnes CO
2
e
• A further 1,016,790 kWh was generated on-site at our Snozone in Madrid, bringing total
Group carbon savings from solar PV to 142 tonnes CO
2
e
• We identified and are now progressing two additional projects to increase on-site
renewable energy generation by 550,000 kWh per year, saving a further 97 tonnes CO
2
e
1. You can read more about our commitment and delivery strategy in our Pathway to Net-Zero, which can be
found in the ESG section of our website
2. Based on a materiality analysis using FY25 data, which determined the relevant data to collect for FY26
3. Please see the data notes to our SECR disclosure for further information on our methodology
ESG report continued
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SECR Disclosure FY26
1 April 2025 – 31 March 2026 FY25 Total FY25 UK Only FY26 Total FY26 UK Only YoY % Change
Greenhouse Gas Emissions by Scope (tCO
2
e)
Scope 1 Emissions from combustion of gas & other fuels 557 557 871 871 57%
Scope 2 Location-based emissions from electricity purchased for own use 2,502 2,240 3,263 2,850 30%
Scope 2 Market-based emissions from electricity purchased for own use 0000 -
Total location-based Scope 1 & 2 3,059 2,797 4,134 3,722 35%
Scope 3 Emissions from downstream leased assets 14,359 14,359 14,789 14,789 3%
Total Scope 1, 2 & 3 location-based emissions 17,417 17,156 18,922 18,510 9%
Total Scope 1, 2 & 3 market-based emissions 14,916 14,916 15,660 15,660 5%
Intensity Scope 1 & 2 (location-based) tCO
2
e/m
2
0.027 0.025 0.027 0.025 -
Energy Consumption (kWh)
Energy use from the combustion of gas and other fuels 3,042,649 3,042,649 4,762,217 4,762,217 57%
Energy use from consumption of electricity purchased for own use 12,082,059 10,819,436
19,902,207 16,104,331
65%
Data Notes
Reporting
Period
Our GHG emissions performance disclosures relate to the financial year of 1 April 2025 – 31 March 2026 (FY26). Emissions data from
the same period of the previous year (FY25) has also been included for comparison. Please note: the FY25 disclosures were prepared
based on an extrapolation of calendar year data for the then separate NewRiver and Capital & Regional businesses. Please see our
FY25 report for more information on methodology.
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 & 2 reporting boundaries, but are reported in Scope 3 as downstream leased assets (Category
13). Our Operational Control boundary excludes Associates’ assets, 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 Energy Security and Net Zero (DESNZ) and the Department for Environment, Food and Rural Affairs (DEFRA)
on Streamlined Energy and Carbon Reporting and greenhouse gas reporting.
Emissions
Factors
The emissions factors and conversions used for FY25 reporting are from the Department for Energy Security and Net Zero’s
greenhouse gas reporting tool 2024, and the factors and conversions used for FY26 reporting are from the 2025 reporting tool. As we
also have a Snozone location in Madrid, electricity consumed at this facility is converted using the Red Eléctrica de España (REE)
national grid average factor for 2024, which is the latest available factor.
Intensity
Level
For intensity level reporting, we have used the directly controlled area of our portfolio as the denominator.
Methodology
Changes
Following the updated emissions materiality analysis described on the previous page, Scope 3 emissions reporting now includes
Category 13 “Downstream Leased Assets” only. FY25 Scope 3 disclosures have been amended to include this category only, in order
to maintain scope comparability between the two reporting years. Asset disposals which took place during FY26 have contributed to
balancing the year-on-year emsissions performance within this category, demonstrated by the low % increase by comparison to
other scopes.
ESG report continued
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Like-for-like electricity consumption across the
common areas of our portfolio reduced by 1% in
FY26, owing to a combination of energy saving
measures, reinvoicing, and the resolution of a
specific meter issue at our centre in Carmarthen.
Conversely, like-for-like gas consumption
increased by 23%, driven by system repairs and
replacements, bringing FY26 consumption more
in line with realistic heating demand to achieve
comfortable temperatures in our mall spaces.
The Avenue in Newton Mearns was the most
significant contributor to this increase in gas
consumption, as its heating had been non-
operational during FY25. Now that the heating
has been back on for a full winter, we are
evaluating measures to reduce the new baseline
gas consumption, such as replacing over-door
heaters and upgrading the destratification fans.
Absolute electricity and gas consumption
increased by 50% and 41% respectively,
attributable to the addition of the Capital &
Regional centres to our portfolio. These assets
only contributed 16 weeks of energy
consumption to our overall consumption during
FY25, whilst FY26 represents the first full year of
the combined portfolio’s consumption. Hence,
FY26 is to become our new baseline year for
target monitoring.
Whilst absolute and like-for-like gas
consumption has increased, we now have only
six centres remaining in our portfolio actively
using natural gas in their common areas, making
our exposure to fossil fuel reliance low on an
overall basis. Removing the gas heating systems
from these centres at the appropriate time,
taking into account lifecycle considerations and
delivering value to our occupiers, is a core part
of our net-zero transition plan, and opportunities
are kept under continuous review. Our remaining
gas supplies are procured on a carbon offset
tariff
2
, to support with further reducing our
environmental impact ahead of our target to
bring these emissions to true net-zero.
Energy & GHG Emissions Performance Explained
1. “Portfolio” refers to NewRiver’s owned asset portfolio only and therefore does not include Snozone venues
2. For the avoidance of doubt, these offsets are not reflected in our emissions disclosures
Portfolio Scope 1 & 2 GHG Emissions
(Absolute)
tCO2e
500
1,000
1,500
2,000
2,500
3,000
FY26FY25
31% change
2,777
XX
2,119
XX XX
Portfolio Electricity Consumption
(Absolute)
kWh
2,000,000
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
FY26FY25
50% change
11,979,460
XX
7,977,204
XX XX
Portfolio Gas Consumption
(Absolute)
kWh
500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
4,000,000
FY26FY25
41% change
3,591,175
XX
2,553,149
XX XX
Portfolio Scope 3 GHG Emissions
(Absolute)
3,200
6,400
9,600
12,800
16,000
FY26FY25
tCO2e
3% change
14,789
XX
14,359
XX XX
Energy Management and
Efficiency Measures
Environmental & Social Implementation Plans
are in place across NewRiver’s 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;
and reviewing plant equipment run times and
controls at least quarterly and ensuring
optimum settings are in place for day/night,
seasons and occupancy levels.
Specific measures identified for implementation
in FY26 included, for example, the replacement
of the calorifier at our centre in Hastings; the
removal of excess street lighting and the
replacement of essential street lighting with
LED bulbs at our centre in Wisbech; the
replacement of the water heater at our centre
in Bridlington; and the commencement of a full
LED lighting replacement project at our centre
in Edinburgh, which will conclude this summer.
We also initiated an ISO 50001 energy
management review of our centre in Ilford, as a
pilot for the wider adoption of this standard
across all centres, which we hope to conclude
during FY27. Alongside these efficiency
measures, we undertook significant
maintenance works to our solar PV system in
Hastings to boost on-site renewable energy
generation. We have also selected our centres
at Wood Green and Bexleyheath to install new
323 kWp and 309 kWp systems.
Information on the energy efficiency measures
and savings achieved across the Snozone
venues can be found on the Snozone website.
ESG report continued
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Energy Performance Certificates
Since October 2008, an Energy Performance
Certificate (EPC) has been legally required
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) 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.
10
20
30
40
50
GFEDCBA
(%)
GFEDCBA
NewRiver Portfolio FY25 NewRiver Portfolio FY26 National Database*
* *National database figures are correct as of March 2026 and include England & Wales only. NewRiver
comparison figures are also for England & Wales only.
EPC certificates by Region and Asset Rating
In the table below, the number of certificates across our portfolio is presented by asset rating,
A+ through to G. We have provided England & Wales separately to Scotland, as MEES is in effect
in England & Wales only. We have also disclosed the number of units with no/expired EPCs to
provide clarity on certification coverage across the portfolio. EPC coverage is currently 82%,
up from 72% last year.
Region A+ A B C D E F G
No/Expired
EPC Coverage
England &
Wales
0 23 367 264 165 61 0 0 184 83%
Scotland 0 16 18 21 10 20 17 21 39 76%
Total 0 39 385 285 175 81 17 21 223 82%
Circular Economy
‘Back to School’
In June, Exchange Ilford launched their
Pre-Loved School Uniform Shop with
thanks to >80 volunteering hours spent
preparing and stocking the space.
Thełshop supports local families by
redistributing pre-loved school uniform
– saving on cost as well as environmental
impact – in partnership with Ilford BID,
Ilford Libraries, and City Gates Church.
A Greener Hastings
In response to feedback from our occupier
survey, we installed a series of new planting
features within Queens Square outside
Priory Meadow Shopping Centre, which has
been met with positive feedback from
customers while supporting local
biodiversity. “Excellent work, uplifting high
streets = uplifting people’s spirits”; ‘It looks
so much brighter. Well done to whoever
organised this”; “It looks lovely”.
The chart below shows NewRiver’s 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, 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 MEES, the
NewRiver portfolio is well defended against
potential compliance-related risks to value.
ESG report continued
EPC Performance in England & Wales
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In FY26, the total volume of waste generated
across our portfolio increased by 37%, again
reflective of the addition of six new shopping
centres to our portfolio. On a like-for-like basis,
however, the volume remained stable,
increasing by only 1%, representing normal
year-to-year variances. Unfortunately, there
was one isolated incident of waste from one of
our centres being landfilled without prior
notification, as Enva’s RDF was non-operational
for a period while the shredder was replaced.
Whilst disappointing, as this is a non-recurring
issue, we have not identified any changes
required to our processes to remedy this and
ensure we continue to uphold our policy of zero
waste to landfill.
Importantly, our recycling rate in FY26 was
significantly improved at 77%, up from 49% in
the previous year
1
, owing to the introduction
of additional waste streams at several centres,
improved visibility of the end treatment of
waste sent to mixed recycling facilities, and
the disposal of our centre in Newtownabbey
which had significantly reduced our FY25
recycling rate due to high volumes of
incinerated waste. We are delighted with this
progress but recognise that it still falls short of
our target recycling rate of 85%. We continue
to work with our site teams, and communicate
with our occupiers, to improve rates further
where possible.
1. This rate has been calculated including data from
the Capital & Regional centres, whereas last year’s
disclosure of a 52% recycling rate was provided for
the NewRiver portfolio only.
ESG report continued
Portfolio FY26 waste performance
Disposal Route Waste Type
1,000
2,000
3,000
4,000
5,000
FY26FY25FY26FY25
Key
Waste to incineration with energy recovery
Waste to dedicated recycling facility
Waste to mixed recycling facility
Waste to composter
Waste to anaerobic digestion
Waste to landfill
General waste
Dry mixed recycling
Cans & plastics
Glass
Paper/Cardboard
Food waste
Other waste (incl. wood & metal)
(tonnes)
Total 3,530t
Total 4,824t
Total 3,530t
Total 4,824t
Water and Waste Performance Summary
Absolute water consumption increased by 88%
in FY26, reflective of the addition of six new
covered shopping centres with customer WC
facilities to our portfolio following the
acquisition of Capital & Regional during Q3
FY25. On a like-for-like basis, common area
water consumption reduced by 4%, primarily
driven by improved data quality, which has
been a focus this year. As part of our focus on
this issue, we have commissioned Smart Flow
devices to be installed to all landlord water
meters, with some meters having been
upgraded to facilitate this. Smart Flow
combines AI monitoring with 24/7 human
support to provide hourly water usage data
with rapid alerts notifying us of changes to our
baseline water consumption, allowing for early
detection of leaks or issues such as taps left
running in our customer WCs. 89% of our water
consumption is within areas of high baseline
water stress, emphasising the importance of
understanding our opportunities to reduce
water usage. Having access to granular, hourly
data is a key step in identifying where savings
can potentially be made, and provides a level of
insight we have not previously benefitted from.
We look forward to leveraging this enhanced
data quality to more comprehensively evaluate
water saving solutions.
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Summary Environmental Performance
For the data notes on this table refer to the
appendix on page 186
Key
Corporate
C
Portfolio
P
Snozone
S
EPRA sBPR and IFRS S2 industry-based metrics
The disclosure below presents all EPRA sBPR disclosures and material IFRS S2 industry-based disclosures which are not captured in the UK SRS section
of this report. IF-RE indicators are applicable to our portfolio only; SV-LF Indicators are applicable to Snozone only.
Overall, our absolute performance shows increases across all material environmental performance metrics as a result of our acquisition of Capital &
Regional in December 2024. FY25 figures include the Capital & Regional shopping centres and the Snozone operations for 16 weeks of the financial year.
FY26 disclosures include the combined NewRiver and Capital & Regional portfolios, as well as our Snozone sites, for a full year. As such, FY26 quantities
of energy and water consumption, waste generation, and GHG emissions, are materially higher than they were in FY25. Corporate disclosures also show
increases reflective of the growth in our team, with more people making use of our office space.
On a like-for-like basis, the picture is more mixed, with electricity and water consumption reducing alongside waste generation, reflective of our
ongoing efforts to minimise our environmental impact. Like-for-like gas consumption increased as we brought failing heating systems back into
operation. Despite the increase in gas consumption, like-for-like Scope 1 & 2 emissions intensity reduced by 6% and we were also successful in
increasing our recycling rates, bringing us 90% of the way to achieving our target rate of 85%.
EPRA/IFRS
Code
Performance
Measure Unit(s) of measure
% of data
estimation
Absolute
Performance (Abs)
Like-for-like
Performance (LfL)
FY25 FY26 FY25 FY26 % Change
Elec-Abs, Elec-LfL
Electricity consumption Annual MWh
C
0%
34 48 34 48 42%
IF-RE130a.2(1)-3
P
0%
7,977 11,979 4,757 4,695 -1%
SV-LF-130a.1(1)
S
0%
2,545 7,923 - - -
Fuels-Abs,Fuels-LfL
Fuel consumption Annual MWh
C
0%
00 00-
IF-RE130a.2(1)-3
P
0%
2,553 3,591 1,718 2,120 23%
SV-LF-130a.1(1)
S
0%
348 1,171 - - -
Energy-Int
Energy intensity kWhelec-eq/m
2
/yr
C
0%
89 126 89 126 42%
P
0%
96 105 100 104 4%
S
0%
888 854 - - -
GHG-Dir-Abs
Scope 1 emissions Tonnes CO
2
e
C
0%
00 00-
P
0%
467 657 314 388 23%
S
0%
64 214 - - -
GHG-Indir-Abs
Scope 2 emissions
(location-based)
Tonnes CO
2
e
C
0%
7.02 8.50 7.02 8.50 21%
P
0%
1,652 2,120 985 831 -16%
S
0%
527 1,142 - - -
Scope 2 emissions
(market-based)
Tonnes CO
2
e
C
0%
00 00-
P
0%
00 00-
S
0%
00 - --
Scope 3 emissions Tonnes CO
2
e
P
34%
14,359 14,789 9,874 9,882 0%
GHG-Int
Scope 1 and 2 emissions
Tonnes CO
2
e/m
2
/
year
C
0%
0.0185 0.0224 0.0185 0.0224 21%
P
0%
0.0204 0.0198 0.0214 0.0201 -6%
S
0%
0.0574 0.1319 - - -
ESG report continued
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ESG report continued
For the data notes on this table refer to the
appendix on page 186
Key
Corporate
C
Portfolio
P
Snozone
S
EPRA/IFRS
Code
Performance
Measure Unit(s) of measure
% of data
estimation
Absolute
Performance (Abs)
Like-for-like
Performance (LfL)
FY25 FY26 FY25 FY26 % Change
Water-Abs, Water-LfL
Water consumption; %
consumed in high water
stress regions
Annual m
3
; % of
total
C
0%
45 52 45 52 16%
IF-RE-140a.2
P
6%
73,590 138,039 36,302 34,671 -4%
- 89% - - -
IF-RE-140a.3
S
24,357 34,658 - - -
Water-Int
Water intensity
m
3
consumption/
m
2
C
0%
0.12 0.14 0.12 0.14 16%
P
6%
0.71 0.98 0.60 0.57 -4%
S
0%
2.37 3.37 - - -
Waste-Abs, Waste-LfL
Tonnes total waste
Tonnes
C
0%
3.87 4.61 3.87 4.61 19%
P
0%
3,530 4,824 2,055 2,074 1%
Tonnes diverted from
landfill
C
0%
3.87 4.61 3.87 4.61 19%
P
0%
3,530 4,810 2,409 2,059 -15%
Tonnes waste to energy
C
0%
1.12 1.06 1.12 1.06 -5%
P
0%
1,805 1,086 945 541 -43%
Tonnes recycling
C
0%
2.75 3.55 2.75 3.55 29%
P
0%
1,725 3,724 1,464 1,518 4%
Cert-ToT
IF-RE-130a.4
Type and number of
sustainably certified
assets/AND percentage
of eligible portfolio that
has an energy rating
Total number by
certification/
rating/labelling
scheme/AND %
coverage of
portfolio
P
8 WELL Health-Safety Rated
5 BREEAM-in-use (good/very good)
3 RESVI (Real Estate Social Value Index)
Please see page 51 for a detailed breakdown of energy performance
certificate ratings and coverage.
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ESG report continued
Objective 2: Engaging our team and occupiers
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 processes to better
support needs and goals. We work
hard to engender a positive culture
which provides the support and
flexibility to ensure employee
wellbeing. Our retention record and
our approval ratings in employee
surveys are testament to the
effectiveness of this approach.
Monitoring and needs assessment take place
both through the employee appraisal process
and anonymously via our annual employee
survey. Our FY26 survey was independently
managed and analysed by Cushman &
Wakefield. The survey questions were designed
to gain insight into our team’s opinions and
identify beneficial actions in respect of
NewRiver’s policies, procedures and cultural
norms in the areas of: leadership &
management; training, recognition & career
progression; team cohesion; wellbeing; and
overall satisfaction & general feedback.
ESG training is delivered to our team 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 reward process
with all other employee objectives. Members of
senior management have specific ESG
performance goals connected to a pre-defined
bonus potential (see page 123).
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 support provided
by our centre management teams and our
sustainability programme. The opportunity to
respond to our most recent survey (FY24) was
offered to 100% of our occupiers, and we
received a response rate of 78%. Key insights
from this survey were shared in our FY24 report
and we were gratified by the very high levels of
overall satisfaction. We also received some
helpful, constructive feedback on how we can
better engage our retailers in our sustainability
programme. Key suggestions included
increased communications on centre-level
sustainability performance, additional waste
segregation/recycling opportunities and
introducing more plants and greenery. Since the
survey, we have introduced:
• regular waste management statistics into our
centre newsletters
• new waste streams at seven centres
• outdoor planting installations at four centres
• indoor planting installations integrated into
new mall seating at four centres
We continue to keep our occupiers’ feedback
prioritised as we allocate our ESG fund across
the portfolio. We look forward to understanding
more through our next survey during FY27.
Team net promoter score
77/100
100%
of respondents believe NewRiver cares about
their wellbeing (exceeding our target of 80%)
and that adequate information on wellbeing
resources is made available
97%
of respondents feel happy at work
95%
of respondents have trust
in senior leadership
93%
of respondents agree that NewRiver
demonstrates a genuine commitment to DEI
90%
of respondents resonate with NewRiver’s
vision and values, and can manage their job
responsibilities in a way that enables a
healthy work-life balance
89%
of respondents feel a social benefit from
working in NewRiver’s office environment
>80%
of respondents believe they have the
resources and training required to fulfil their
role effectively, receive regular feedback and
recognition from their line managers, and feel
their career goals can be met at NewRiver
We received an 81% response rate to our employee survey, unfortunately
falling slightly short of our target rate of 90%, but were delighted with the
feedback which included:
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Carving a collective
pathway to net-zero
with our occupiers
Each year, we update our research into our
occupiers’ sustainability commitments and
emissions reduction ambitions, to understand
the proportion of our Scope 3 emissions profile
captured by commitments consistent with
our own.
Our FY26 research was updated in February 2026
and found that 69% of our portfolio, both by floor
area and rent, is occupied by retailers with
emissions reduction commitments, with a further
2% (by rent) occupied by retailers who have
communicated they are developing their targets.
With >70% of our portfolio covered by existing or
developing commitments, we continue to be
encouraged by the ambition levels of our retailer
base and reassured that we are on a collective
pathway to achieving net-zero. Our top 50
retailers represent 62% of rent, and we are even
further reassured that commitment coverage is
currently at 92% amongst this segment of our
portfolio. 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 FY26, 68% included
an agreement with our occupiers to procure their
electricity via a REGO-backed tariff.
Commitment
No commitment
Commitment
No identified commitment
92%
8%
68%
32%
ESG report continued
Commitment
No identified commitment
Developing
69%
2%
29%
Rent from retailers with
GHG commitments
Occupier electricity data Occupier gas data
Top 50 retailers committed FY26 leases with renewable
energy commitment
Data
No data
Data
Total: 55,800MWh Total: 6,136 MWh
No data
67%
33%
81%
19%
IF-RE-130a.1 and IF-RE-130a.2: total occupier energy data collected with floor area % coverage. Like-for-like
(IF-RE-130a.3) to be made available from FY27.
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ESG report continued
Objective 3: Supporting our communities
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 people to support causes which matter
most to them, and to share team bonding
opportunities in doing so. As a business,
we are committed to 11 of the UN SDGs which
represent issues we believe we can champion,
and which underpin our social impact and
partnerships strategy.
1,483
volunteering hours
£644,416
of long-term space
donated to charities
£573,659
raised for charitable causes
113,691 ft
2
event space provided for
community interests
1,937 kg
of food donations
245,869
people benefitting from
community outreach
Green Apple Winner
From more than 700 entries worldwide, the
Sovereign Centre, Boscombe, was selected
for thisłyear’s International Green Apple
Environment Award. The award celebrates
the centre’s initiatives in energy efficiency,
waste reduction, and community-focused
sustainability programmes.
Making Snow Sports Accessible for Everyone
Snozone has again been named winner of “Best Sporting Venue” at the UK School Travel
Awards, providing accredited assessment for the Snowsports components of GCSE, A-Level
and BTEC PE & Sport, and delivering Business Studies talks about how the business operates.
We are also an accredited centre for the Duke of Edinburgh Bronze and Silver Award and
deliver a unique activity requiring problem solving and teamwork. Snozone also supports “good
citizenship” modules with first aid courses for children and sign language lessons as part of
school holiday camps, alongside facilitating the Snow Badge for Scouts and Guides and
operating our own Disability Snow School.
In measuring our impact, we chose to
exclude value created through our supply
chain/use of local suppliers and service
providers. Whilst this is important to
NewRiver, we consider that it represents
business-as-usual as part of our green
procurement policy and we sought only to
quantify the additional value we intentionally
bring to our communities through targeted
measures. This produces significantly lower
figures than if we had included supply chain
spend, however we believe this approach
provides a clear and transparent
representation of our intentional social
impact programme.
Over the course of FY26, wełdelivered:
Social Value Generation
Monthly volunteering opportunities are made
available with our corporate charity partner,
Trussell, or employees can elect to use their
gifted volunteering time to support any cause
that isłclose to their hearts. Our centre teams
are extraordinarily passionate about their local
communities and we are continuously grateful
for their enthusiasm and generosity that
delivers truly meaningful impact across the UK.
To capture this impact, we partnered with
Thrive to measure the social value we generate
as a business, using the Impact Evaluation
Standard.
£2,689,378
Total social value
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Partnerships for the goals
Trussell
Food bank reliance in the UK remains alarmingly high,
with Trussell’s statistics revealing the deep scars left by
the Covid-19 pandemic and cost of living crisis. In 2025,
the Trussell network distributed 2.6 million emergency
food parcels, with over 900,000 of these provided to
children. These levels represent a 45% increase since
our partnership with Trussell began in 2019.
The support we provided to Trussell during FY26
amounted to:
• 1,761 kg food donations
• 90 volunteering hours
• £57,402 raised/donated
Bringing our total financial support since our
partnership began to £637,200.
Hey Girls
We established a new partnership with Hey Girls, a
female-led social enterprise tackling period poverty in
the UK, with equity, dignity and sustainability at the
heart of their mission.
As the only social enterprise that donates 100% of their
profit to eradicating period poverty, Hey Girls break
records, boundaries, and bias when it comes to period
equality to ensure everyone has access to sustainable
products and inclusive education – for free!
Through our partnership, we’ve made free sanitary
products available across our portfolio and at our head
office. In FY26, we donated 35,500 individual products.
Hey Girls matched the value of our purchases, doubling
our impact across their network and supporting a total
estimated 55,100 members of our communities.
The Academy of Real Assets
We have a target to support a minimum of five
industry/career engagement activities for young people
per year, which we primarily deliver through our
partnership with The Academy of Real Assets (TARA). In
FY26, we:
• Joined the TARA advisory Board
• Supported a workshop at Southfields Academy
• Participated in two mock interview days – one at
Southfields academy and the other at Tottenham
Sixth Form College
• Hosted a site visit to one of our assets for 15
students of Townley Grammar School
• Made arrangements for a work experience
placement within our asset management team to
take place during June 2026.
Waltham Forest SIF
We became founding members of the Waltham Forest
Social Investment Fund (SIF) as local stakeholders
through our ownership of 17&Central, Walthamstow.
Founding membership involves an annual financial
donation which is allocated by the council to support
the community’s primary needs, with a target of
achieving a social return on investment (SROI) of
£3-£10 per £1 donated.
The fund began with a project to support temporary
accommodation residents to break down barriers to
financial stability, assisting them into employment and
private accommodation. The project was a great
success, achieving an SROI of >£10 per £1, and making
a life-changing difference to members of the
Walthamstow community.
“Trussell is so grateful for the support NewRiver has
provided over an incredible seven years of working
together to make a huge difference in communities
throughout the UK.
Our latest statistics show food bank use remains
shockingly high. Through our partnership, you’ve
supported us to raise awareness of our key
campaigns and our vision to end the need for food
banks, as well as enabling Trussell to support people
facing hunger and hardship through their hardest
moments, as we work towards lasting change. We
are so grateful for the partnership over these years
and your continued support.”
Joanna Freeborough
Head of Partnerships
“The NewRiver team is one of the longest-standing
and most-committed supporters of The Academy of
Real Assets. They are so enthusiastic and always
find time to help us and the young people we are
looking to give opportunity to.
NewRiver team members have rolled their sleeves
up and got involved with mock interviews, careers
fairs and site visits, as well as offering work
experience to Academy students. Shopping centres
actively involved in the 2025-2026 programme
include Bexleyheath, Wood Green, Middlesbrough,
and Paisley.
NewRiver really are a model Academy member and
their practical and financial support is hugely
appreciated by all of us.“
Stephen Yorke
Founder and CEO
“As a founding member of the Social Investment
Fund, NewRiver is actively shaping the delivery of
social value within the London Borough of Waltham
Forest.
Through our partnership, we have already made
significant progress in supporting some of the most
vulnerable residents living in temporary
accommodation. By co-funding tailored support
services, we are enabling individuals to build the
skills and confidence needed to secure sustainable
employment. This approach not only improves
individual outcomes but also strengthens the
resilience and prosperity of our wider community.”
Adrian Williams
Social Investment Lead, London Borough of Waltham
Forest
ESG report continued
“NewRiver’s commitment to tackling period
inequality, both in their centres and their own
offices, reflects the kind of leadership we love to see
in the corporate space. It’s always encouraging to
see businesses working closely with social
enterprises. We’re excited to see how visitors
respond to the units and look forward to the
potential for this partnership
to grow.”
Kate Smith
CEO of Hey Girls
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ESG report continued
Objective 4: 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. We track our performance
in the following voluntary and involuntary ESG
benchmarks as a key method of monitoring our
success towards this objective. We are pleased
to report that we have improved or maintained
performance across all benchmarks during
FY26.
Standing Investments: 87
Public Disclosure: A
Climate Change: B
Water: B-
Supplier Engagement: A
ESG A 14.0 – Low Risk ESG 3.3 sBPR Gold
Unit(s) of Measure FY25 FY26
Number of executive board members
22
Number of independent/non-
executive board members
45
Average tenure on the
governance body
4.6 5.0
Number of independent/non-
executive board members with
competencies relating to
environmental and social impacts
33
Process for managing conflicts of interest
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 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.
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
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 whistle-blowing policy and
process which is regularly reviewed by the audit
committee. During FY26, a whistle-blowing hotline was
introduced to enable fully anonymous reporting of
concerns 24 hours per day, 365 days per year. There
have been no instances of non-compliance.
Due diligence of partner organisations
The Company has implemented an 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
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. More information is available on
pages 6 & 7 and 11 & 12 of our Code of Conduct.
Fines and settlements in connection with
non-compliance with environmental,
anti-bribery/corruption, or other ESG-
related regulation
£0, no incidences of non-compliance.
EPRA sBPR Governance Performance Measures
Composition of the highest governance body
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 page 102 for the latest report from the
NewRiver Nomination Committee.
Gov-Board
Gov-Selec
Gov-Col
Process for nominating and selecting the
highest governance body
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 page 102 for the latest report from the
NewRiver Nomination Committee.
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Gender Pay Gap
EPRA sBPR: Diversity-Pay
29%
NewRiver Mean
20%
NewRiver Median
-3%
Snozone Mean
0%
Snozone Median
Our Commitment to
Diversity, Equity &
Inclusionł(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. 93% of our team agree
that we demonstrate a genuine commitment to
DEI, which we sought to strengthen this year
through dedicated all-staff DEI training
delivered by That Day, followed by a focus
group session to inform our strategy. Find out
more on page 39 and via our Code of Conduct
(including our Equal Opportunities Policy) and
Board Diversity Policy on page 104.
NewRiver’s FY26 pay gap represents a 13%
decrease in our mean gender pay gap since
FY25, and a 36% decrease in our median gender
pay gap. We are delighted to see this
improvement in our gender pay gap as our
increasing diversity and reward for
performance supports the promotion of women
within NewRiver. A pay gap comparison for
Snozone will be available from FY27.
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.
ESG report continued
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EPRA sBPR Social Performance Measures: people, training and health & safety
EPRA Code Performance Measure Unit(s) of Measure Boundary FY25 FY26
Diversity-Empł Employee gender diversitył Percentage of employees, Board
diversitył
B
29% female/71%
Maleł
25% female/75%
Male
Percentage of employees, All employee
gender diversity
N
49% female/51%
male
49% female/51%
male
S
39% female/61%
male
38%
female/62%
male
Diversity-Pay Gender pay ratio Ratio of gender pay, mean/median
N
34%/31% 29%/20%
S
-4%/0% -3%/0%
—ł Employee racial diversitył Percentage of employees, All employee
racial diversitył
N
79% White/11%
Asian/4%
Caribbean/6%
Mixedł
81% White/11%
Asian/4%
Caribbean/4%
Mixed
S
12% non-white
British or
non-Hispanic
Spanish/88%
white British or
Spanish
16% non-white
British or
non-Hispanic
Spanish/84%
white British or
Spanish
Emp-Training Employee training and development Average hours/employee
N
51 35
S
17 23
Employee training, subscriptions,
surveys, and online platforms
Total £s invested
N
£208,322 £203,313
S
£34,000 £44,000
Employee health & safety training Average hours/employee
N
7 8.5
S
6 7
Emp-Dev Employee performance appraisals Percentage of employees
N
100% 100%
S
100% 100%
ESG report continued
Key
Board
B
NewRiver
N
Snozone
S
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EPRA Code Performance Measure Unit(s) of Measure Boundary FY25 FY26
Emp-Turnover Total number of new hires
1
Total number
N
30 5
S
55 34
Total number of leavers Total number
N
2 15
S
64 49
Rate of new hires
1
Percentage
N
38% 7%
S
26% 18%
Rate of employee turnover Percentage
N
4% 21%
S
33% 27%
— Temporary staff Percentage of employees who are
contractors or temporary staff
N
0% 3%
S
29% 31%
H&S-Emp Injury rate Per 100,000 hours worked
N
0 0
S
- -
Lost day rate Per 100,000 hours worked
N
0 0
S
- -
Absentee rate Days per employee
N
0.5 0.6
S
3 2
Fatalities Total number
N
0 0
S
- -
— Instances of non-compliance with
labour standards
Total number Group
0 0
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 0
Comty-Eng Community engagement, impact
assessments and development
programmes
Percentage of assets
100% 100%
1. FY25 includes NewRiver’s acquisition of Ellandi
as “newłhires”.
ESG report continued
Key
Board
B
NewRiver
N
Snozone
S
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UK SRS S2.1-4
UK Sustainability Reporting Standard Disclosures
Objective and basis
of preparation
NewRiver is committed to evolving our ESG
disclosures in accordance with best practice.
As such, following the disbandment of the
Taskforce on Climate-Related Financial
Disclosures (TCFD), we have prepared our FY26
disclosures in accordance with the new UK
Sustainability Reporting Standard S2 (UK SRS
S2), issued for voluntary use. Consistent with
the UK SRS framework
1
, this report focuses on
climate-related risks and opportunities.
Disclosure of wider sustainability matters under
UK SRS S1 will be considered in future reporting
periods. As this is an early application of UK SRS
S2, comparative information has not been
disclosed. Comparative reporting will be
considered as disclosures mature.
In preparing this report, industry-based
guidance and metrics (including
real-estate-specific metrics referenced in IFRS
S2) have been used as a source of guidance
where considered decision-useful, but such
metrics are not mandated under the UK SRS
framework. Adopted IFRS metrics are identified
by their ”IF-RE” code throughout this report.
For the avoidance of doubt, we consider that
the following report is also consistent with the
TCFD’s Recommendations, with this disclosure
building on and supplementing the content of
our last, and representing our 8
th
consecutive
year of reporting.
This disclosure aims to present a transparent
account of the climate-related risks and
opportunities that have been identified as
having the potential to be financially material to
NewRiver. Transition risks relating to energy
efficiency regulation and asset decarbonisation
may influence future capital expenditure
profiles and, over time, assumptions applied in
property valuations. Physical climate-related
risks may give rise to additional capital
expenditure or operating costs associated with
adaptation measures in order to maintain asset
insurability and operational continuity.
In line with UK SRS requirements, sustainability
disclosures are published concurrently with the
Group’s consolidated financial statements.
The financial impacts disclosed within this
report should be read in conjunction with the
Group’s consolidated financial statements
prepared in accordance with IFRS Accounting
Standards, within which any current effects of
climate-related matters are implicit in our
property valuations. Specific spend items
associated with mitigating identified risks
during the reporting period are identified in the
Financial Impact Assessment on page 69. This
report covers a 12-month period for the year
ended 31 March 2026 which is aligned with the
reporting period of the related consolidated
financial statements. The presentation currency
of the sustainability-related financial
disclosures is Great British Pounds (GBP £)
which aligns to the presentation currency used
in the consolidated financial statements.
1. UK SRS S2 is substantially aligned with IFRS S2 Climate-related Disclosures, issued by the International
Sustainability Standards Board (ISSB). Accordingly, the disclosures presented are also largely consistent with
the requirements of IFRS S2 and are structured in line with the four-pillar framework of governance, strategy,
risk management, and metrics and targets.
Scope, reporting boundaries
and definitions
This report presents information on the
transitional and physical climate-related
risks and opportunities to which NewRiver
is exposed and which could reasonably be
expected to affect the company’s prospects.
Risks and opportunities that are not considered
to have genuine potential impacts on the
business are not presented within this report,
though others may have been evaluated
in establishing those which are relevant
to present.
Consistent with all other ESG information
presented in this report, the Operational
Control approach has been adopted in
determining the reporting boundary. This
approach considers all NewRiver-owned assets
and Snozone-operated venues, but excludes
Associates’ assets, and assets over which
NewRiver acts in an advisory capacity.
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
resilient 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.
ESG report continued
UK SRS S2 references used throughout this report correspond
directly to the numbering and structure of IFRS S2.
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S2.5-7
Governance & risk management approach
Board
Audit Committee and
Remuneration Committee
Oversight, scrutiny and ultimate
responsibility
• Allan Lockhart, Chief Executive Officer
and Board Director
• Dr Karen Miller, Independent Non-Executive
Director, Member of the Audit, Nomination
and Remuneration Board Committees
Our Board takes ultimate responsibility for our business’ resilience against climate issues and the transition of our portfolio to a low-carbon operating model.
Allan Lockhart, our Chief Executive and Board Director, retains overall accountability for our ESG programme and approach to climate matters.
The Board and the Audit Committee adopt an integrated risk management approach, in which ESG and climate issues are embedded and reflected in the Terms of
Reference of the Audit Committee. 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, policies and targets are applied in alignment with the Board’s risk appetite. Risks are considered material if they could reasonably be expected to
have a potential impact on asset values, operational costs, access to capital, or our reputation.
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.
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 by the ESG Committee. The Board’s training requirements in respect of climate-related issues are reviewed annually, with Karen’s insight being key to
identifying requirements. Following the re-baselining of our net-zero targets, as discussed earlier in our ESG report, the Board will receive training on the SBTi’s Building
Sector Guidance ahead of target submission, and will be key to formulating our updated delivery plan.
ESG Management
& Implementation
• Head of Asset Management and ESG
• ESG Strategy Lead
• Asset managers
• Property managers
• Sustainability consultants
Senior management is closely involved in our day-to-day approach to climate issues. During the reporting period, Head of Asset Management and ESG, Executive
Committee member, Emma Mackenzie, regularly engaged 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 ESG Strategy Lead, ensuring that management personnel are kept abreast of the latest developments in sustainability best practice,
regulation, and evolving climate-related issues.
As of FY27, Emma Mackenzie has departed NewRiver and the climate-related responsibilities of her role have been reallocated between Edith Monfries, Chief Operating
and People Officer, and Rhiannon Jones, ESG Strategy Lead, who continues to lead the operational delivery of our ESG strategy.
ESG report continued
ESG Committee
Quarterly progress and target monitoring;
feedback to ExCo and Board
• Allan Lockhart, CEO and Board Director
• Will Hobman, CFO and Board Director
• Lucy Mitchell, Director of Corporate
Communications
The Board’s oversight is supported by the ESG Committee, chaired by Emma Mackenzie throughout the reporting period. The Committee meets quarterly to oversee
NewRiver’s approach, which is guided by our net-zero ambitions, whilst ensuring that appropriate resources are available to enable proactivity; for example, an annual
ESG budget is made available to implement selected items from the site-specific Environmental & Social Plans.
The Committee provides quarterly briefings to the Board, updating its members on key milestones achieved by the ESG programme. A sub-set of the ESG Committee
members also meet on a monthly basis to ensure timely identification of risks and opportunities, including whether any element of the ESG programme is not delivering
against NewRiver’s strategic objectives and underlying targets. Our ESG Strategy Lead is responsible for identifying such matters and developing our response to the
same, reporting directly into our Head of Asset Management & ESG on a weekly basis.
The ESG Committee also supports the Board in identifying key climate-related considerations for strategic decision making. For example, when evaluating the opportunity
to acquire Capital & Regional in FY25, the ESG Committee advised that whilst the considerable expansion of the portfolio would naturally increase NewRiver’s emissions
profile on an absolute basis, the emissions intensity and environmental features of the assets were largely aligned with NewRiver’s existing portfolio, and an opportunity
existed to create efficiencies by managing a larger portfolio from a single platform. Such advice enables the Board to consider relationships between climate-related and
other strategic priorities. NewRiver’s approach to any competing objectives is to ensure that we preserve our ability to create value for our investors and communities,
with climate-related issues typically requiring a longer-term lens.
* This sub-set of committee members meets monthly to coordinate sustainability efforts across teams; socialise day-to-day decisions and strategy; and share ideas.
• Emma Mackenzie, Head of Asset
Management and ESG
• Rhiannon Jones, ESG Strategy Lead
• John McLaughlin, Director of Property
Management
• Erin Thorne, Customer Experience
and Social Impact Manager
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S2.8-14
Methodology for the
identification and assessment
of climate-related risks and
opportunities, including
scenario analysis
NewRiver identifies climate-related risks and
opportunities that may arise from the physical
impacts of climate change and the transition of
our managed assets to a low-carbon operating
model, in consideration of societal and
regulatory shifts towards more sustainable
practices. We identify relevant 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.
Our assessment considers transitional risks and
opportunities associated with the international
goal of 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 transition risk
assessment assumes that appropriate
regulatory controls and technological
advancements will emerge to support this goal,
and that societal attitudes will favour
sustainable practices and seek to exert
influence through market behaviour.
Our analysis of physical risk exposure, modelled
using data from Jupiter Intelligence, was
updated in March 2026 and modelled three
climate scenarios: SSP1-2.6, SSP2-4.5, and
SSP5-8.5. SSP1-2.6 is a low carbon scenario in
which global CO
2
e emissions are cut severely
and societies prioritise more sustainable
practices, with focus shifting from economic
growth to overall wellbeing. As a result, warming
stabilises at approximately 1.8°C by the end of
the century. This scenario has been used as the
“best case” scenario because climate modellers
are no longer optimistic that limiting warming to
1.5 degrees above pre-industrial levels is
feasible, and so we consider that SSP1-2.6
reasonably represents a scenario in which
meaningful efforts are made to pursue this goal,
despite temperatures eventually stabilising at a
slightly higher level. SSP2-4.5 is a ‘middle of the
road’ scenario in which global emissions remain
at current levels before starting to fall mid-
century, but do not reach net-zero by 2100.
Socioeconomic factors follow their historic
trends and progress towards sustainability is
slow. In this scenario, temperatures rise by
2.7°C by the end of the century. SSP5-8.5 is a
high carbon scenario in which current CO
2
e
emissions double by 2050 due to the growth of
the global economy being fuelled by fossil fuels
and energy-intensive practices. This scenario
corresponds to approximately 4.4°C of warming
by the end of the century. The assessment
considered eight key physical climate hazards
including temperature-related, wind-related
and water-related hazards; identifying three
key physical hazards relevant to our portfolio.
Presented on the following pages is our
relevance assessment, identifying the climate-
related risks and opportunities (RiskOpp) that
could reasonably be expected to affect
NewRiver (based on our materiality
considerations of asset value and operational
cost implications, access to capital, or impact
on our reputation). The assessment identifies
the relevant time horizon over which the
RiskOpp could manifest, its perceived
probability, and sensitivity to a higher carbon
scenario. Each identified risk is allocated to one
of two overarching climate-related risk
categories (risks 4a and 4b) which together
form one of the six principal risk categories
evaluated by the Board and Audit Committee
as part of the business’ overall risk management
process. Climate risks are assessed using the
same governance structures, risk assessment
criteria and escalation processes as other
principal risks faced by the business, ensuring
that climate-related considerations are
embedded within strategic decision-making
rather than managed in isolation. Please see
pages 72-86 for a detailed presentation of how
the identification, assessment, and
management of climate-related risks are
integrated into NewRiver’s overall risk
management processes.
Risk 4a: “Failure to implement our climate
transition plan, comply with evolving
regulations, or adopt low-carbon
technologies could impact the operation
and value of our assets, leading to a risk of
asset obsolescence, reputational damage
and erosion of investor value”.
Risk 4b: “The physical impacts of climate
change (including extreme weather and
chronic climate shifts) may cause damage
to our assets, disrupt operations, and
increase operating and insurance costs. In
parallel, evolving market expectations and
occupier requirements for environmental
performance may reduce demand for
assets that do not meet required
standards, adversely affecting income and
asset values”.
Strategy
Based on the scenario analysis undertaken, the
Board considers NewRiver’s strategy and
business model to be resilient across the range
of climate-related scenarios assessed. While
the magnitude and timing of certain transition
and physical risks differ between lower and
higher carbon pathways, the actions required to
manage the most material risks identified -
namely regulatory transition, asset
decarbonisation and physical adaptation - are
broadly consistent across scenarios and are
embedded within our existing asset
management and capital allocation frameworks.
Accordingly, the Board does not currently
consider it necessary to adopt materially
different strategic responses for alternative
warming scenarios, noting that ongoing
monitoring and periodic reassessment will be
undertaken as climate science, regulation and
market conditions evolve.
An assessment of potential financial
implications is presented within the Financial
Impact Assessment (page 69), focusing on
those RiskOpps identified to be “in scope” of
the S2 financial disclosure requirements.
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Strategy continued
S2.8-14
Relevance assessment
RiskOpp Name
RiskOpp Type
& Category Description
Relevance to NewRiver’s
Business Model & ValuełChain
Short-,
medium-
or
long-term Probability
Low vs High
Carbon Scenario
Disclosure
Status
Energy efficiency and
carbon regulations
relating to managed
assets
Transitional
Policy & Legal
Risk category 4a
Evolving policy designed
to support the UK’s
2050 net-zero
commitment requires
capital expenditure 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.
Our portfolio is fully compliant with currently applicable
minimum energy efficiency standards (MEES), however there
are proposals to increase the minimum thresholds in future.
74% of our England & Wales EPCs are currently compliant
with the previously proposed 2027 requirements (C+), and
44% are already compliant with 2030 proposals (B+). Whilst
there remains uncertainty around these proposals, we have
assessed the probability of an increase to the MEES
threshold to be almost certain. There is also potential for
additional future regulatory mechanisms to emerge in order
to keep the UK on track with the Government’s net-zero
ambition, however visibility of any such policies applicable
to NewRiver is currently limited. We intend to remain
resilient to emerging policies and associated financial
impacts by continuing to pursue our own net-zero strategy,
which aligns with the UK Government’s.
Short – to
2030
Almost
certain
This risk is identified as a short-
term risk which reduces the
relevance of its comparison to
a high carbon scenario, however,
exposure to longer-term regulatory
transition risks could have the
potential to reduce, as the high
carbon scenario assumes that
society will continue to rely heavily
on fossil fuels and energy intensive
activities to drive economic growth,
and so regulatory mechanisms
may not advance in the way
they are assumed to in the
low-carbon scenario.
In scope
Costs to transition
managed assets to
low-carbon model
Transitional
Technology
Risk category 4a
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.
We are in the assessment phase of most decarbonisation
solutions at this stage on our net-zero pathway, with current
implementation being focused on opportunities to reduce
the energy demand of our assets and introduce on-site
renewable energy sources.
Removal of fossil fuels from the landlord-controlled areas of
our assets is a key component of our transition plan,
affecting 15% of our current balance sheet portfolio (by
number of assets). Replacement 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 would be beneficial to our occupiers as
well as our net-zero journey, which will support usual service
charge processes.
14% of our occupier-controlled floor area is currently
supplied with natural gas, for a mixture of heating and
cooking purposes. Our transition plan is to first focus on
phasing out gas supplies for heating purposes as/when the
opportunity arises for us to do so between tenancies. We
recognise that technology advancements may be required
before we can reasonably phase out gas for cooking
purposes without causing undue operational pressures for
our F&B occupiers.
Long – to
2050
High In a high carbon scenario,
technology to transition assets to a
low-carbon model may not advance
in the way it’s assumed to in the
low-carbon scenario. This would
mean that technologies that already
exist would need to be adopted, and
so there would be no material
relative change to the financial
impact of the opportunity. As the
scenario assumes that society will
continue to rely heavily on fossil
fuels and energy intensive activities
to drive economic growth, any risk
associated with not adopting such
technologies is assumed to reduce.
In scope
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RiskOpp Name
RiskOpp Type
& Category Description
Relevance to NewRiver’s
Business Model & ValuełChain
Short-,
medium-
or
long-term Probability
Low vs High
Carbon Scenario
Disclosure
Status
Reputational damage
based on ineffective
response to climate
change
Transitional
Reputation
Risk category 4a
Societal environmental
consciousness is
continually on the rise
and there is a widespread
consensus that we must
strive to keep warming
to within 1.5 degrees.
Businesses that fail
to keep pace with this
moral shift risk
reputational damage.
We have committed to the SBTI’s recommendation of
achieving net-zero by 2050 in pursuit of a 1.5-degree
future. We are currently reviewing the SBTI’s new Buildings
Criteria target-setting guidance and considering relevant
revisions to our existing validated targets to align with this
latest sector-specific best practice.
Medium
(2040)
– Long
(2050+)
Medium Despite economic acceptance
of fossil fuel reliance in a high
carbon scenario, we do not assume
that reputational risk would
decrease, as social/market demand
for action could become heightened
as the effects of climate change
become increasingly apparent,
and responsible stakeholders
remain intent on addressing them
and/or ensuring they do not
negatively contribute.
Out of scope
1
Increased costs to offset
unabated emissions as
part of our net-zero
strategy
Transitional
Market
Risk category 4a
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 envisage that offsets will be part
of our transition plan to reach net-zero, in order that any
unabated emissions are neutralised. We anticipate that the
quality of offsets we have committed to purchasing will be
high-demand offsets exposed to a proportionate degree of
price risk. Mitigating this risk requires reducing our emissions
as far as possible before relying on carbon offsets,
consistent with the definition of net-zero. We must work
closely with our occupiers to deliver Scope 3 reductions.
Long
– 2050
Medium The high carbon scenario relies on
economic acceptance of continued
fossil fuel reliance, which could:
1. Lead to reduced demand for
carbon offsets and therefore a
reduction in exposure to this risk,
if market expectations align with
economic reality, or;
2. it could trigger an even higher
demand for credits as businesses
are left with higher carbon
footprints to offset and few
other options to manage their
environmental impact, if they
remain inclined to do so.
In scope
S2.8-14
Strategy continued
Relevance assessment continued
1. Due to the absence of an appropriate method by which to separately quantify the unmitigated potential financial impact of reputational damage. We have however reported on the anticipated financial impact of mitigating
this risk by delivering our net-zero strategy/transition plan. Reputational risk will remain closely monitored.
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RiskOpp Name
RiskOpp Type
& Category Description
Relevance to NewRiver’s
Business Model & ValuełChain
Short-,
medium-
or
long-term Probability
Low vs High
Carbon Scenario
Disclosure
Status
Changing customer
behaviour
Transitional
Market
Risk category 4b
The nature of this risk is
two-fold in that it has
potential impacts from
both an occupier and
consumer perspective.
Changes in occupier
acquisition criteria and
consumer shopping
preferences present an
opportunity to leverage
our ESG credentials to
demonstrate the ways in
which we actively cater
to the evolving needs of
our occupiers and their
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. Clear communication of
our assets’ sustainability and climate-resilient features, our
progress in delivering our net-zero ambition, and the
alignment of the same with market expectations/standards/
definitions, will be key. We do not envisage additional capital
allocations required to deliver this element of our transition
plan, as this is largely captured within the costs to transition
assets to a low-carbon operating model. We consider that
enhanced communications/marketing materials can be
developed by existing internal resource.
Medium
(2040)
– Long
(2050+)
Medium Despite economic acceptance
of fossil fuel reliance in a high
carbon scenario, we do not
assume that exposure to this
risk would decrease, as social
(customer) demand for action
could become heightened as
the effects of climate change
become increasingly apparent.
Out of scope
1
Acute hazards and
chronic stressors caused
by a changing climate
Physical
Risk category 4b
As average global
temperatures rise, so too
does the potential
exposure of real assets to
acute climate hazards
and chronic stressors as
a result of increased
instances of extreme
weather events, and
longer-term impacts
such as rising sea levels.
Three hazards have been identified to have the potential to
pose a high risk to our portfolio: drought, flooding and heat.
Whilst NewRiver is not a water-intensive business, drought
poses the highest risk to our portfolio (21 assets/403,911
sqm – IF-RE-140a.1(2)) as there are widespread areas of
water stress across England. The data suggests this to be
the case under current climate conditions, though impacts
are not currently experienced by our assets. Flood risk is
relevant to three of our assets (71,294sqm – IF-RE-450a.1.),
whilst heat risk is only relevant to our Snozone in Madrid,
which is projected to experience ~44 days per year of
temperatures exceeding 35-degrees by 2050 in a low
emissions scenario.
Long
– 2050+
Medium Across the NewRiver portfolio
specifically, the degree of
change under a high carbon
scenario is modelled to be
immaterial, however we recognise
that there would be much more
significant changes across the
globe, including irreversible
impacts on fragile ecosystems.
In scope
S2.8-14
Strategy continued
Relevance assessment continued
1. Due to the absence of an appropriate method by which to separately quantify the unmitigated potential financial impact of changing customer behaviour. We have however reported on the anticipated financial impact of
mitigating this risk by delivering our net-zero strategy/transition plan. Market risk will remain closely monitored.
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S2.15-18
Financial Impact assessment
RiskOpp Name
RiskOpp Type
& Category
Financial impact
during reporting
period FY26
Business plan
allocation for FY27
Potential financial
impact over
RiskOpp period Basis of financial impact calculation
Energy efficiency
and carbon
regulations relating
to managed assets
Transitional
Risk category 4a
~£60,000
EPC assessment costs
~£220,000
EPC assessments
and budget for select
improvement works
Low impact
<£2 million
We have undertaken a cost assessment of achieving compliance with the previously proposed
2030 minimum threshold of B. The assessment was completed by Cushman & Wakefield using the
CFP Green Buildings Tool, assuming that current feasibility tests will remain relevant. Although
completed prior to our acquisition of Capital & Regional, we have extrapolated the assessment
findings to the relevant assets in order to present a representative potential financial impact
figure. In interpreting this figure, it should be noted that it does not capture the EPC rating
improvements that will come from reassessment without targeted physical intervention, nor does
it recognise that any improvement works undertaken with occupier permission are recoverable.
Costs to transition
managed assets to
low-carbon model
Transitional
Risk category 4a
~£50,000
Due diligence,
professional and
enabling fees for
solar PV schemes
~£600,000
Delivery of solar
PV schemes
High Impact
>£10 million
Impacts have been quantified based on audits of a sample of assets, which consider measures
required to reduce EUI and emissions intensity in accordance with the relevant CRREM pathway.
Essential measures relate to degasification/central plant upgrades, which we envisage will
become more financially viable through energy policy intervention and maturation of the relevant
technology. We will also pursue on-site renewable energy technologies as a core part of our
strategy. It is important to note that this cost is not net of routine/end of life plant upgrades that
would be required regardless of our net-zero ambition, which are service charge-recoverable
expenses.
Increased costs
to offset unabated
emissions as part of
our net-zero strategy
Transitional
Risk category 4a
£0 £0 Medium Impact
£2-£10 million
Based on our FY26 emissions footprint and an assumption that reaching net-zero would be
achieved by a 90% reduction in market-based emissions, the total cost of good quality carbon
offsets at today’s prices would be circa £45,000pa. Based on market forecasts by Bloomberg,
this could reach £120,000pa by 2050. The potential financial impact over the RiskOpp period is
based on a purchasing requirement to 2075, assuming that solutions for abating any ongoing
residual emissions would emerge.
Acute hazards and
chronic stressors
caused by a changing
climate (drought,
flooding and heat)
Physical
Risk category 4b
<£20,000
Cost of update to
risk assessment and
drainage survey at one
site (service charge)
up to £100,000
ESG project budget
available to use on
adaptation measures
Medium Impact
£2-£10 million
Impacts have been quantified in financial terms by costing measures to adapt our assets to the
relevant risks, applying average costs by measure provided by Cushman & Wakefield. Measures
include items such as flood pumps, rainwater harvesting, water saving devices (aerators and
pressure-reducing valves), leak detection systems, and upgrading air conditioning systems to
accommodate future heat patterns. Measures were priced in 2025 and inflated by 2.4% for our
2026 analysis. Leak detection (via Smart Flow) has been commissioned across all shopping
centres with landlord-controlled water supplies since our FY25 disclosure, which we were able to
deliver without CapEx.
Strategy continued
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S2.15-18 S2.22-28 IF-RE130a.5
Resilience & transition planning
Our transition plan
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 retail assets located in the
UK only, there is little variation in exposure levels
to both transitional and physical climate risks
and opportunities across our assets. Building
energy management considerations are
integrated into property investment analysis by
leveraging Energy Performance Certificate Data
to understand current and potential fabric
performance, compliance road mapping, and to
provide an indication of occupier energy usage
levels. We also consider energy supply
information to understand decarbonisation
requirements. From an operational strategy
perspective, we have access to actual energy
usage data for a high percentage of our portfolio,
and so we have a clearer view of energy supply
and efficiency opportunities. We use this
information to support business plan allocations
to undertake assessments and feasibility studies,
and to implement improvements, as outlined in
the Financial Impact Assessment.
Accountability for mitigating actions is assigned
to an Asset Management Director and property
manager, with the support of our ESG Strategy
Lead. This approach allows NewRiver to ensure
there is a top-down understanding of principal
risks across the business, backed by bottom-up
Operational physical
risk management
Fit-out/refurbishment/
development
Operational transition risk management
• Maintain a robust monitoring, assessment and improvement programme for EPCs
• Collect good quality data across both the landlord and occupier-controlled areas of the
portfolio. Establish extent of and purpose for fossil fuel usage where supplies are not
controlled by NewRiver
• Identify energy/water/waste management opportunities that produce savings through
behavioural change. Implement and monitor data to establish “good practice” performance
• Implement physical building improvements where lifecycle carbon considerations indicate
net environmental benefit, e.g., LED lighting replacements
• Install solar PV systems (and other viable renewable technologies) to supply common parts
in all feasible locations
• Transition occupiers to renewable energy tariffs and leverage our leasing process/green
clauses to facilitate this. Monitor success rates (IF-RE-410a.3)
• Maintain database of occupier net-zero commitments (IF-RE-410a.3)
• Gradually remove gas supplies from lettable units between tenancies. Prioritise gas supplies
used for heating, those for cooking to follow when feasible for F&B operators (IF-RE-410a.3)
• Remove fossil fuels from all landlord-controlled areas of the portfolio in advance of our 2050
target. Ensure no new fossil fuel equipment is installed from 2030 onwards
• Undertake portfolio-wide climate risk
assessment with scenario analysis to
understand baseline risk exposure under
different warming trajectories
• Keep assessment up to date/relevant as
advised by our consultants
• Install water monitoring/leak detection
devices to all landlord water supplies
• Use the more granular data collected via
the water monitoring devices to identify
opportunities for additional water saving
features (aerators, pressure-reducing
vales, etc.) and install where beneficial
• Assess opportunities for rainwater
harvesting, reverse osmosis, or
greywater recycling systems
• Work with our insurers to implement
recommended flood resilience measures
• Embed minimum fit-out requirements
for occupier licenced fit-outs
• Design out fossil fuels from all major
refurbishment and redevelopment
projects
• Measure the embodied carbon
emissions of all re-developments &
major refurbishments by undertaking
‘Life Cycle Assessments’ (LCA) and
achieve green building certifications for
relevant projects
• Adopt our Sustainability Brief &
Framework for Developments
• Monitor developments in industry
definitions/frameworks for net-zero
construction and ensure alignment by
no later than 2050
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 additional physical
risks such as wind and storm damage.
Our net-zero ambition guides our approach to
remaining resilient to principal transition risks,
whilst 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. 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 adapt
our risk management strategy to different
warming scenarios.
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S2.27-37
Metrics & targets
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 53-54 present
our FY26 performance across these metrics,
alongside historical performance, with the
metrics now mapped against the corresponding
IFRS S2 Industry-Based Disclosure Metrics for
Real Estate, where relevant.
In accordance with our reporting obligations
under the UK’s Streamlined Energy and Carbon
Reporting regulations, we also disclose our
annual carbon emissions performance. Please
refer to pages 49-50, where we provide further
information on our FY26 emissions
performance, together with a comparison
against our historical performance and the
methodologies used to prepare
these disclosures. Scope 3 emissions,
principally those associated with occupier
energy use (category 13), represent a material
component of NewRiver’s overall emissions
profile. Whilst NewRiver does not have direct
operational control over these emissions, the
data collected is used to inform engagement
with occupiers, prioritisation of asset-level
interventions, and the development of leasing
and fit-out requirements designed to support
emissions reductions across the value chain.
Emissions and energy usage metrics are
reviewed by management and the ESG
Committee to inform business planning and
capital allocations.
Progress towards our net-zero ambition is
monitored through a combination of interim
performance indicators, including portfolio EPC
profile, energy usage intensity and the extent of
fossil fuel usage across the portfolio. These
indicators provide management and the Board
with visibility over the trajectory of emissions
reductions and the effectiveness of transition
actions. Where progress is identified as
deviating from expectations, management
actions may include reprioritisation of capital
expenditure, enhanced engagement with
occupiers, or escalation to the Board for
consideration as part of the Group’s principal
risk management processes.
RiskOpp type RiskOpp description Metrics Monitoring frequency Relevant targets/management objectives Status
Policy & Legal Energy/carbon
regulations
Portfolio EPC profile (page 51) Continuous Maintain compliance and robust monitoring, assessment and
improvement programme
On track
Technology Costs to transition/
decarbonise assets
1. Energy usage intensity (page 53)
2. % gas-supplied floor area
3. % of occupier net-zero
commitments
1. Monthly by centre teams, quarterly
by ESG Strategy Lead
2. & 3. Annually
Our net-zero ambition represents the relevant target for managing these
risks and exercising related opportunities.
We previously set targets using the Science Based Targets initiative’s (SBTi)
Corporate Net-Zero Standard – the world’s first framework for corporate
net-zero targets consistent with a 1.5°C future – and had our near-term
target to achieve a 42% reduction in Scope 1 & 2 emissions by 2030 (from a
2020 baseline) validated by the SBTi.
We are now at a point on our journey where we must rebaseline and remodel
our targets using the latest best practice guidance (Buildings Criteria). We
have made a formal commitment via the SBTi to achieve this.
Meanwhile, we maintain our overarching target to achieve net-zero by no
later than 2050.
Under review (on track).
We had reduced
absolute emissions
(Scopes 1-3) by 39% as
of FY25, before our
acquisition of Capital &
Regional triggered a
rebaselining
requirement.
Reputation Reputational
damage based
on ineffective
response to
climate change
Scope 1, 2 & 3 GHG emissions
(page 49)
Quarterly quantification with monthly
monitoring through energy management
Market Increasing
costs of carbon
offset credits
Cost projections from
market sources
Annually
Changing
customer
behaviour
Customer engagement via asset
management and centre
management teams, alongside
wider consumer/market research
Continuous
Physical
Risk Exposure
Drought, flooding
and heat
Asset-level risk exposure and
estimated cost of implementing
adaptation measures across
“at risk” properties
The assessment was updated in
March 2026 and will be reviewed
as necessitated by changes to
our portfolio/climate data sources
Maintain relevant exposure assessments and work with insurers to implement
resilience measures that protect against most material risks.
On track
The following metrics and targets are associated with each of the principal climate-related risks identified:
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Managing our risks and opportunities
Principal risks and uncertainties
Effective risk management is an
essential part of our strategy and
culture. By actively identifying,
understanding, prioritising and
managing risk we safeguard all our
stakeholders’ interests.
While risk is inherent in all businesses our
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 relatively 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
economic or 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 Group and regularly evaluates
appetite for risk, ensuring our exposure to risk is
managed effectively. The Audit Committee
monitors the adequacy and effectiveness of
the Group’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 Group’s culture
and values and that there is a delegation of
accountability for each risk to senior
management.
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, sentiment
and now potentially inflation and energy prices.
The Group 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 Group. 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 Group’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. Risks
are now recorded on the risk register with a risk
‘score’ of impact and probability both before
and after mitigating actions so that we can
access the effect of mitigation on the overall
risk. Our risk matrix overleaf records the risk
scoring after mitigation i.e, on a net basis.
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.
Emerging risks by their very nature may
‘emerge’ and eventually become principal risks
or they may reduce as circumstances and
strategy changes. Conversely, emerging risks
may turn into opportunities as they emerge
such as the risks and opportunities posed by AI.
Current emerging risks are linked to the current
geopolitical uncertainty caused by the Middle
East conflict and its pressure on oil and energy
prices. This is already considered in our
principal risks and is monitored closely.
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 the following ways:
• Maintaining the Group’s balance sheet
strength, with the Group benefitting from a
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% of
gross income
• An experienced Board and senior
management team
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Risk, governance and responsibility
Principal risks and uncertainties continued
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
Asset Managers
All Asset Managers are
responsible for managing
riskłwithin their assets
andłhighlighting risks as
theyłemerge
Executive Committee
Regularly reviews the entire
risk register – members are
responsible for managing risk
within their area of
accountability
Audit Committee
Oversees the risk
management process
Board
Collectively responsible for
managing risk, overseeing the
internal controls framework
and determining risk appetite
• Regularly reviews 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.
• 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.
• Conducts reviews of the entire risk
register (which includes emerging
risks) 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.
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Risk movement after mitigation
The risk matrix now sets out net risk (i.e. our assessment of the impact and probability of
risks after mitigating factors). All risks have mitigating actions associated with them.
During FY26 we downgraded ’Development’ which was previously a Principal Risk. Development
is still on the Risk Register but is not considered ’Principal’ due to its risk scoring and that there
are currently minimal development projects that are material. This will be kept under review and
may return as a Principal Risk if appropriate.
Principal risk areas are:
External risks
Risk matrix
Operational risks
Macroeconomic People
Political and regulatory Financing
Catastrophic external event Asset management
Climate change strategy Acquisitions
Climate change impacts onłour assets Disposals
Cyber security
Changes in technology and
consumer habits and demographics
1
2
3
4
a
4
b
5
6
7
8
9
10
11
High
Very High
Medium
Medium
I
mpact
Probabilit
y
Low
Low
5
8
7
9
11
10
1
2
3
4
a
4
b
6
Principal risks and uncertainties continued
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Principal risks and uncertainties continued
External risks
Risk description 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
1
2
3
Impact
Probability
Movement before mitigation
• The Board regularly assesses the Group’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
ofłEngland 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
cashłflow.
• Macroeconomic risk has remained the same on a
gross basis during the year. After mitigation we
consider a medium to high impact risk with a
high probability.
• Sentiment has been impacted by interest rates,
and geopolitical issues.
• Overall portfolio valuations slightly increased
inłthe second half of the year and our debt
covenant and financial policy headroom
remainłhigh.
• Inflation has fallen during the period but appears
to now be on the rise due to increased oil prices
and the conflict in the Middle East.
• The full impact of tariffs and the Middle East
conflict on retailers and supply chains is
currently uncertain.
2. Political and regulatory
Changes in UK Government policy and its
adverse effects on strategy and/or our
tenants or the impact of political uncertainty
on consumers’ retail and leisure spend.
Responsibility Board & ExCo
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• The Board regularly considers political and
regulatory developments and the impact
they could have on the Group’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
Real Estate:UK.
• Political and regulatory risk has remained the
same on a gross basis during the year. After
mitigation we consider it to be a medium 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
continues with the lack of confidence in the
present Government leadership demonstrated
by local election results. At the time of writing
this uncertainty continues. There could therefore
be potential changes ahead causing further
disruption and uncertainty.
• There have also been significant political
changes at a local authority level which will
cause disruption in the short term.
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Risk description Monitoring and management Change in risk assessment during the period
3. Catastrophic external event
An external event such as civil unrest or 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
1
2
3
Impact
Probability
Movement before mitigation
• 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 on a
gross and a net basis a high impact risk with a
medium to high probability.
• We need to be alive to risks posed by outages of
the UK electricity grid, as experienced in Europe
last year, although the UK infrastructure is
separate to mainland Europe. There is also a
Government policy in place (The Electricity
Supply Emergency Code (ESEC)) that outlines a
process for ensuring national distribution on a
rota basis.
• Although inflation decreased in the period it is
again increasing and mortgage rate increases will
impact households. Our operational performance
has however demonstrated the resilience of our
portfolio. The Lloyds data we subscribe to is a
useful tool to track consumer spending and
financial health.
• The National Terrorism Threat Level has recently
been increased to severe and the full long-term
impact from the wars in Ukraine and the Middle
East and other geopolitical events remains
unclear.
Principal risks and uncertainties continued
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Risk description Monitoring and management Change in risk assessment during the period
4a. Climate change strategy
Failure to implement our climate transition plan,
comply with evolving regulations or adopt
low-carbon technologies 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
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• 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 and water
consumption, increasing on-site renewable
energy generation sources and improving
recycling rates.
• We have developed our Pathway to Net-Zero
Carbon and set medium and long-term
science-based targets, which are now under
review to update alignment with the latest best
practice: SBTi’s Buildings Criteria.
• ESG performance is independently reviewed
and verified by our external environmental
consultants and is measured against applicable
targets and benchmarks.
• We continue to report in line with TCFD
requirements and have voluntarily aligned our
FY26 disclosures with UK SRS S2. We are
reviewing the opportunity to broaden our
reporting to include UK SRS S1 from FY27.
• Climate change strategy risk remained the same
during the period and is considered on a gross
and net basis to be 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.
• Our ESG Committee pre-empted these changes
and our initiatives and disclosures continue to
evolve in line with best practice.
• Whilst regulatory requirements have not
increased during the period, we continue to
prepare for a near term update to the Minimum
Energy Efficiency Standards. Meanwhile, ESG
benchmarks continue to increase their ambition
levels and associated scoring mechanisms,
which we monitor closely to ensure our strategy
responds.
• ESG is embedded into capital allocation
decisions and is considered for all future
acquisitions.
Principal risks and uncertainties continued
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Principal risks and uncertainties continued
Risk description Monitoring and management Change in risk assessment during the period
4b. Climate change impacts on our assets
The physical impacts of climate change
(including extreme weather and chronic
climate shifts) may cause damage to our
assets, disrupt operations, and increase
operating and insurance costs. In parallel,
evolving market expectations and occupier
requirements for environmental performance
may reduce demand for assets that do not
meet required standards, adversely affecting
income and asset values.
Responsibility Board & ExCo
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• We regularly assess assets for environmental
risk, including under low and high carbon
scenarios, 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 and the
overall risk is considered low. We have
implemented specific mitigation measures
where recommended by our insurers.
• We have taken action to respond to various
feedback items from our most recent
occupier survey, including requests for
additional planting and landscaping,
increased engagement on centre
sustainability performance, and additional
waste segregation facilities.
• We continue to monitor occupier net-zero
commitments to keep abreast of market
expectations, whilst improving our EPC
profile and maintaining green building
certifications.
• The risk of climate change impacts on our assets
has remained stable during the period on a gross
basis. On a net basis after mitigation, it is
considered a medium impact risk with a medium
probability as governments globally, including
the UK Government, continue to take insufficient
action and temperatures continue to rise.
• Although exposure to extreme weather events is
a near-term risk, chronic climate stressors such
as heat and sea level rises have medium or
long-term time horizons. Whilst their impact on
individually affected assets has the potential to
be high, their probability is medium in the
medium term, and overall portfolio exposure
levels are low.
• 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.
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
Risk description Monitoring and management Change in risk assessment during the period
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
1
2
3
Impact
Probability
Movement before mitigation
• 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 and
demographics risk has remained the same during
the year and is considered a low to medium
impact risk with a high probability.
• We have seen evidence that working from home
and online shopping 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.
• AI could pose a risk or an opportunity. To explore
this a working group has been set up to review
this topic. We have adopted AI tools to improve
efficiency and training initiatives have been
progressed with staff.
Principal risks and uncertainties continued
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Risk description 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
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• Our servers are cloud based using the latest
secure technology.
• Multiple third-party supplier programmes
are used which have their own security
systems and are independently audited by
Deloitte and ISO 2000 accredited.
• SOC1 and SOC2 reports are obtained and
reviewed from our key third-party
applications. The SOC1 report audits the
financial reporting practices and details
controls for keeping accurate financial
records. The SOC2 report audits the
information security controls in place to
protect our user and customer data.
• ExCo receives quarterly reporting on IT
matters.
• Security protocols are in place to ensure
swift changes to data access and authority
limit access following staff changes.
• We have reviewed our IT systems and have
enhanced a number of areas during the year.
• Cyber insurance cover is in place.
• We carry out annual external reviews of the
Group’s IT security and systems as part of
our internal audit process.
• We have robust backup systems in place
which are tested on a regular basis.
• Cyber security risk has remained the same on a
gross basis during the year. After mitigation we
consider it to be a medium to high impact risk
with a high probability.
• Global developments continue to impact cyber
security risks. We continue to carry out further
enhancements to our IT systems and procedures
and update, monitor and review our internal
control procedures.
• The Board and ExCo receive regular reports on
cyber security.
Principal risks and uncertainties continued
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Risk description 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 Board & ExCo
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• 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 remained
the same on a gross basis during the year. After
mitigation we consider it to be a medium to low
impact risk with a medium to high probability.
• The integration of another business has gone
smoothly and we have managed senior
management exits well.
• Although inflation will put 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
Group-level performance. The vesting of the LTIP
awards in 2023, 2024 and 2025 has improved
staff perceptions of these long-term awards and
improved their motivational impact.
• We continue to prioritise staff wellbeing and
actively seek regular feedback. Our FY26 staff
survey shows that 100% of colleagues recognise
our commitment to wellbeing and are satisfied
with the resources provided, with 97% reporting
that they feel happy at work. Trust in senior
leadership remains very strong at 95%, and 93%
believe we demonstrate a genuine commitment
to DEI.
• We also offer many forms of flexible working
including job share, variation of hours and
working from home. Since the pandemic we have
implemented a policy of enabling staff to work
from home a number of days a week should they
choose to do so.
Operational risks
Principal risks and uncertainties continued
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Risk description Monitoring and management Change in risk assessment during the period
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 Board & ExCo
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• The Board regularly assesses Group financial
performance and scenario testing, covering
levels of gearing and headroom to financial
covenants and assessments by external
rating agencies.
• The Group has a programme of active
engagement with key lenders and
shareholders.
• The Group has a predominantly unsecured
balance sheet, which mitigates the risk of a
covenant breach caused by fluctuations in
individual property valuations.
• The Group 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 increased on a gross basis during
the year. After mitigation it is considered a
medium impact risk with a medium to high
probability.
• Macroeconomic developments, particularly the
increase in inflation, have impacted financial
markets. The strength of the Group’s
predominantly unsecured balance sheet means
we have significantly mitigated the risk of not
being able to secure sufficient financing.
• In April 2026, the Group agreed a new unsecured
£240 million facility comprising a £120 million
Term Facility Commitment and a £120 million
RCF, demonstrating the continued support of
ourłbank lenders, each of whom increased
existing commitments from £25 million to
£60 million.
Principal risks and uncertainties continued
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Risk description Monitoring and management Change in risk assessment during the period
9. Asset management
The performance of our assets may not
meetłwith the expectations outlined in
theirłbusiness plans, impacting financial
performance and the ability to implement
ourłstrategies.
Responsibility Board & ExCo
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• 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.
• Over the period, the asset management
operating structure has been re-structured
with a more dedicated focus on each asset
and asset manager P&L responsibilities.
• 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 Boots, accounting for 3.6%
of gross income).
• Asset management risk has remained the same
on a gross basis during the year. After mitigation
it is considered a medium impact risk with a
medium to high probability.
• 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.
• The new assets from the Capital & Regional
acquisition in 2024 diversified the portfolio
further.
10. Acquisitions
The performance of asset and corporate
acquisitions might not meet with our
expectations and assumptions, impacting our
revenue and profitability.
Responsibility Board & ExCo
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• 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 acquisition 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 on a
gross basis through the year. After mitigation it is
considered a low to medium impact risk with a
low to medium probability.
• The lack of supply and relative price of some
assets may reduce opportunities for acquisition.
• We will deploy capital in line with our returns-
focused approach to capital allocation and
subject to our medium-term LTV guidance.
Principal risks and uncertainties continued
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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Risk description Monitoring and management Change in risk assessment during the period
11. 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
Strategic alignment
1
2
3
Impact
Probability
Movement before mitigation
• 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 both on a gross and net basis and is
considered a medium impact risk with a medium
to high probability.
• National and geopolitical uncertainty, interest
rates, inflation and the cost-of-living crisis mean
that markets remain uncertain. There appears
however to be consistent demand for assets
with very little supply.
• We have a very active and successful disposal
programme. The average lot size however is
lower than most in the market so our assets tend
to be more liquid.
Principal risks and uncertainties continued
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Impact and probability
Low
Medium
High
Risk change since FY25
Increased
Decreased
No change
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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 2) and
principal risks and uncertainties (pages 72 to
84).
In making this assessment, the Directors view
the Group’s focus on its resilient sub-sector
ofłconvenience retail, expertise in asset
management and risk-controlled development,
disposal track record and the strength of the
Group’s balance sheet as the key aspects
supporting the long-term sustainability of
thełbusiness.
The Directors consider the appropriate period
of assessment to be three years from the
current financial year end to 31 March 2029.
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
forecastłinputs.
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 72 to 84,
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 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 Group’s
portfolio in recent years, during a sustained
period of macroeconomic instability. While
uncertainty around the prospects for the UK
economy remains the Group retains the
features which have allowed it to navigate past
uncertainty such as its superior property yields,
balance sheet strength, and low and fixed cost
of debt.
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The principal debt currently drawn by the
Group is the £300 million unsecured corporate
bond which matures in March 2028. We have
maintained our investment grade credit rating
since the bond was launched in 2018 (most
recently re-affirmed in February 2026) and with
the increased scale we now have and the
strength of our financial position throughout the
period of assessment, we are confident in our
ability to refinance the bond when required.
The only other debt currently drawn by the
Group is the single facility that we retained
following the acquisition of Capital & Regional,
the £140 million “Mall” facility secured against
three of the assets acquired as part of the
Capital & Regional transaction which matures in
January 2028. In April 2026, we agreed a new
unsecured £240m facility comprising a £120m
Term Facility Commitment and a £120m
Revolving Credit Facility (RCF) subject to the
same financial covenants as the existing
undrawn RCF. The £120m Term Facility will be
drawn to repay the Mall Facility in full (including
£20m from available cash) in January 2027,
thereby extending maturity to April 2030 (with
further extensions available to April 2033 at
lender consent). 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 to 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 19% and a further 20%
reduction in annual net rental income before
breaching applicable covenant levels.
Conclusion
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.
Process
The Group’s annual budget, forecast and
business planning process takes place in the
final quarter of the financial year, with the 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.
Following the Group divesting itself of its
community pub business in FY22, the Group’s
clear strategic aim has been to reduce its
non-core exposure, including Work Out assets,
and re-position to focus on London Retail, UK
Major Cities and well-located Retail Parks. In
each case, the characteristics are consistent;
densely populated catchments, constrained
supply and occupier demand increasingly
focused on fewer, more productive locations;
the places where rental growth is most reliable
and most repeatable and where we believe the
rental growth prospects are strongest.
In FY25, the Group redeployed the significant
capacity accumulated over recent years into
the acquisition of Capital & Regional plc for
£151 million which was funded through a
combination of cash and shares. The acquisition
increased the size of NewRiver’s portfolio by
65% through the combination of high-quality,
complementary assets, predominantly in
London and UK major cities and with similarly
low-risk tenant profile which are now included
with NewRiver’s Core Shopping Centre portfolio.
During FY26 we completed the integration of
Capital & Regional, unlocked the synergies we
commited to and demonstrated that the
enlarged portfolio is performing. The portfolio
mix was further strengthened through a
successful repositioning of our largest
remaining Work Out asset, the Capitol Centre,
Cardiff, into our Core portfolio, as well as
disciplined capital allocation – disposing of
assets, the growth of which had been
maximised through our asset management
strategies.
The Group has maintained its balance sheet
strength during FY26 which is measured by
considering Interest Cover Ratio, Net debt:
EBITDA and LTV. Interest Cover and Net Debt:
EBITDA have maintained significant headroom
to Policy and LTV has reduced to 40% in the
year, in line with the Group’s guidance,
demonstrating the Group’s disciplined
approach to capital allocation.
The Directors believe that, following the
repositioning to focus on London Retail, UK
Major Cities and well-located Retail Parks in
recent years, including the acquisition of
Capital & Regional, the completion of the
accretive Share buyback in August 2025 and he
ongoing strategic disposal programme to
further reinvest into assets with growth
potential, the Group is well positioned to deliver
attractive returns to shareholders.
The forecast scenario selected by the Directors
to assess the Group’s viability is based on the
delivery of the individual asset business plans,
including planned capital expenditure and
planned disposals, and its ability to continue its
access to borrowing facilities and operate the
Group’s debt structure within its financial
covenants.
Viability Statement continued
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Non-financial and sustainability information statement
The Strategic Report was approved
by the Board
16 June 2026
By order of the Board
Allan Lockhart
Chief Executive Officer
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
on this page 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 and Climate Resilience Policy
• Social Value Policy
• Green Procurement Policy
• Biodiversity Position Statement
• Sustainability Brief for Development
For more on sustainability and environmental matters
see pages 44 to 71 and the Sustainability section of our website:
www.nrr.co.uk
Climate-related
financial disclosures
• UK SRS Climate Related Financial Disclosures For more on action on climate change see pages 63 and 71
and the Sustainability section of our website: www.nrr.co.uk
Our people • Code of Conduct covering:
• Workplace behaviour
• Equal opportunities
• Working with NewRiver
• Speaking up
• Health and Safety
• Wellbeing
• Electronic communications
For more on people and culture see pages 39,40,50, 60 to 62
For more on diversity and inclusion see pages 60 to 62 and the
People & Culture section of our website: www.nrr.co.uk
Human rights • Code of Conduct
• Modern Slavery and Human Trafficking Statement
For more on modern slavery see the Modern Slavery Statement on
our website: www.nrr.co.uk
Social matters • Social Value Policy
• Charity partnership with Trussell
For more on our stakeholder engagement see pages 37 to 43
For more on the local community see page 42 and the
Sustainabilityłsection of our website: www.nrr.co.uk
Anti-bribery and
corruption
• Whistleblowing Policy
• Code of Conduct
• Gifts and Hospitality Policy
• Anti-Money Laundering Policy
• Supply Chain Policy and Supplier Code of Conduct
• Share Dealing Policy
For our Audit Committee report see pages 106 to 110
People & Culture section of our website: www.nrr.co.uk
Modern Slavery Act Statement on our website: www.nrr.co.uk
Business model For more on our strategy and business model see pages 6 and 7
Principal risks and
uncertainties
For more on our principal risks and uncertainties
see pages 72 to 84
For our viability statement see pages 85 to 86
Non-financial key
performance indicators
For more on non-financial key performance indicators see
pagesł17łto 18
1. Policies and further information can be found on the website: www.nrr.co.uk.
2. Certain policies and internal guidelines are not published externally.
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1
2
5
2
6
3
2
3
Gender Diversity
Board
Independence
Board
Board Tenure
at the date of the Annual Report
Female
Male
0-3 years
4-6 years
7+ years
Chair
Exec
Independent
Governance at a glance
Board
The board delegates certain matters to its Committees
Executive Committee
Board responsibility
The Board is responsible for promoting the long-term success of the business for the benefit of
shareholders and overseeing the development of the Group’s strategic aims and objectives.
Board focus in FY26
• Succession planning
• Focus on strategy and growth
opportunities with two off-site
strategy sessions
• Oversight of integration project
• Oversight of regeneration and
workout progress
See our Board activities on page 96
Nomination
Committee
See page 102
Audit
Committee
See page 106
Remuneration
Committee
See page 111
Governance Report
Chair’s letter on governance 90
Our leadership team 91
Board leadership and
Company purpose
94
Nomination Committee Report 102
Audit Committee Report 106
Remuneration Committee Report 111
Directors’ Report 132
Statement of Directors’
responsibilities
135
Rajat Dhawan
Independent Non-Executive Director
Board changes
This year we have seen the appointment
of a new Non-Executive Director. Rajat
Dhawan became a Non-Executive
Director and member of the Nomination
and Remuneration Committees in
October 2025.
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Corporate Governance
The Governance section provides
details of the Board’s corporate
governance structures and work for
the financial year to 31 March 2026.
Together with the Directors’
Remuneration Policy on pages 114 to
117 and the Remuneration Report on
pages 120 to 131, it includes
information about how the Company
has applied the principles and
complied with the provisions of the
2024 UK Corporate Governance Code.
The Governance section has been
organised to follow the structure and
principles (A to R) of the 2024 Code.
Compliance with the 2024
UK Corporate Governance
Code
As a Company with an equity shares
(commercial companies) listing on the London
Stock Exchange, NewRiver is required under the
Financial Conduct Authority (FCA) Listing Rules
to comply with the Code Provisions of the 2024
UK Corporate Governance Code issued in
January 2024 (the ‘2024 Code’) which is
available on the Financial Reporting Council
(FRC) website (www.frc.org.uk). The Company
confirms that for the year ended 31 March
2026, the Company applied the principles and
complied with the Provisions of the 2024 Code
with the exception of Provision 10 and Provision
21 as explained below:
Code Provision 10 requires the Board to
identify in its Annual Report each Non-
Executive Director it considers to be
independent. The Board considers all of its
Non-Executive Directors to be independent,
however Provision 10 notes that circumstances
that are likely to impair, or could appear to
impair, a Director’s independence includes if a
Director has served on the Board for more than
nine years. Alastair Miller was appointed in 2016
and was due to retire last year. Against a
backdrop of the acquisition of Capital &
Regional, the Board requested that Alastair
extend his tenure by one year in 2025. This
allowed the Board to continue to benefit from
his extensive experience and guidance as the
Company continued to navigate the integration
of Ellandi and Capital & Regional during FY26.
The Board was of the opinion that Alastair
remained independent after nine years on the
Board and continued to exercise objective and
independent judgement. Alastair will not be
offering himself for re-election at the AGM
this year.
Board leadership and
Company purpose
A. An effective Board 91
B. Purpose, values and culture 94
C. Reporting against the Code 89
D. Stakeholder engagement 37
E. Workforce policies and practices 87
Divison of responsibilities
F. Board roles 98
G. Independence 99
H. External appointments and
conflicts of interest
99
I. Key activities of the Board in FY26 95
Composition, succession
and evaluation
J. Appointments to the Board 102
K. Board skills, experience and
knowledge
91
L. Annual Board and Committee
evaluation
101
Audit, risk and internal control
M. Financial reporting, external
auditor and internal audit
106
N. Fair, balanced and
understandable
110
O. Internal financial controls and
risk management
109
Remuneration
P. Linking remuneration with
purpose, values and strategy
111
Q. Remuneration Policy
development
114
R. Performance outcomes in FY26
and strategic targets
122
Code Provision 10 also notes that the existence
of cross directorships may impair a director’s
independence. Charlie Parker and Karen Miller
are both on the Buckingham Palace Reservicing
Programme Challenge Board. The Board is of
the opinion that notwithstanding this, both
directors are and have always been
independent and continue to exercise objective
and independent judgement.
Code Provision 21 notes that there should be a
formal and rigourous annual review of the
performance of the Board. Despite not being a
consitutient of the FTSE 350 the Board
consistently carries out an externallly facilitated
Board evaluation. The last such externally
facilitated Board evaluation was carried out in
2025 in the financial year FY25 by No. 4, an
independent Board Review advisory business.
During FY26 the Board has focussed on the
recommendations of this review, in particular,
with regard to engaging further with the senior
management and understanding the succession
planning for senior management. No 4 were
therefore invited back in FY26 to extend their
review beyond the Board review to consider the
Executive Committee and some of the senior
management. Further, the Nomination
Committee has focussed intently on
succession planning this year with one Board
appointment during FY26, a long term Non-
Executive Director due to step down at the
AGM and an active search for a further
Non-Executive Director. As a result of this focus
on the Executive management and succession
planning at a Board level it was decided that an
internal Board evaluation would be of limited
value in FY26.
The ways in which the Code’s principles were
applied during FY26 are evidenced in this
Governance Report and throughout the Annual
Report. The index on this page sets out a list of
page references against the 2024 Code
principles (A to R).
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Chair’s letter on governance
Lynn Fordham
Non-Executive Chair
The Board has continued to provide
strategic counselling and guidance to
the executive management during the
integration of the FY25 acquisitions
and also in developing our strategy
for growth.
Dear Shareholders
I have pleasure in introducing NewRiver’s
Governance Report for the year ended 31 March
2026. As a Board I believe that we have made
significant progress on our growth strategy and
there has been effective oversight of the
integration of Capital & Regional. This
Governance Report provides detail on how we
manage ourselves to support our growth,
culture and strategy. The Board has overall
responsibility for the leadership of the
Company, setting the Company’s values and
standards and monitoring culture.
Part of the Board’s 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.
Succession planning and
Non-Executive Director
Appointments
In October 2025 Raj Dhawan was appointed to
the Board as a Non-Executive Director. Raj, as
an experienced technology and digital
transformation leader brings this very relevant
experience to the Board. Alastair Miller reached
nine years of service in June 2025 and will step
down at the 2026 AGM. We thank Alastair for
his esteemed guidance and counsel over the
years. We are now in the process of searching
for another Non-Executive with Audit
Committee experience.
Strategic focus during FY26
During FY26 the Board worked hard on setting
its growth strategy and exploring growth
opportunities. We held two off-site strategy
days six months apart, firstly to ‘brainstorm’
and secondly to explore the opportunities
raised in detail. The Executive Committee
attended both of these sessions.
Engaging our stakeholders
We have detailed how we engage with these
stakeholders in our Stakeholder engagement
section on pages 37 to 43. The Board receives
regular updates on these relationships and also
the Board, including the Non-Executive
Directors, makes every effort to connect with
stakeholders via asset visits and attending
specific meetings. During the year I have
attended meetings with many of our larger
shareholders and received positive feedback.
We look forward to welcoming and engaging
with all shareholders again at our AGM in July.
Yours sincerely
Lynn Fordham
Chair
16 June 2026
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Board of Directors
Experienced leadership
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);
Pollen Street Group Limited (Chair);
Czechoslovak Group (Non-Executive Director)
Other:
Chair of RMA – The Royal Marines Charity;
Enfinium Group Ltd (Non-Executive Director)
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
Inclusive Economy Mission Board
Blackpool Town Deal Board
Key skills and experience
Will is a Chartered Accountant with over a
decade 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)
Lynn Fordham
Non-Executive Chair
Appointed March 2024
Allan Lockhart
Chief Executive Officer
Appointed June 2016
Will Hobman
Chief Financial Officer
Appointed August 2021
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 Audit Committee Chair and
non-executive Director of Superdry, 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
RNLI (Risk and Audit Committee Member
and Council Member)
Alastair Miller
Independent Non-Executive Director
Appointed January 2016
Key
Committee membership
Committee Chair
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
N
R
A
N
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Board of Directors continued
Key skills and experience
Dr Karen Miller 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;
Director of Lidwells Ltd
Key skills and experience
Charlie 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;
Financial Reporting Council
Key skills and experience
Colin is an experienced public and private
company chairman and independent director,
with relevant sector experience including asset
management, leisure and real estate. Colin 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:
Allstones Sand Gravels Aggregates Trading Co.
Ltd (Chairman);
Brookgate Limited (Chairman);
Donaldson Group Limited (Independent
Director and Audit Committee Chairman);
Rothley Group Limited (Chairman)
Dr Karen Miller
Independent Non-Executive Director
Appointed May 2022
Charlie Parker
Independent Non-Executive Director
Appointed September 2020
Colin Rutherford
Senior Independent Director
Appointed February 2019
Key skills and experience
Rajat (Raj) Dhawan, PhD, is a seasoned AI and
digital transformation leader with nearly two
decades of experience driving innovation
across lifestyle, hospitality, and travel sectors.
As Group Chief Digital & Technology Officer at
Soho House & Co, he has led the creation of a
global digital strategy, building proprietary
platforms that improved member experience
and supported the company’s successful NYSE
IPO. Previously, as a Director at Accenture, Rajat
led major digital initiatives across industries,
combining strategic delivery with commercial
growth. Holding a PhD in AI and Decision-
Making from the University of Sydney, his
board-level perspective is grounded in
governance, innovation and a proven record of
delivering transformative outcomes.
External Appointments
None
Raj Dhawan
Independent Non-Executive Director
Appointed October 2025
N
R
R
R
R
A
A
A
N
N
N
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Executive Committee Members
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 in her role as COO brings her
expertise in talent development within the
sector to the business, including overseeing the
transition and integration of Ellandi and Capital
& Regional. Edith served as COO of NewRiver’s
pub business Hawthorn prior to its sale. Edith
sits on the Advisory Board of The Academy of
Real Assets, a charitable partner of NewRiver,
and is a Trustee of Sinfonia Smith Square,
serving as Chair of Audit and Risk.
Appointed to the Board in June 2016
See page 91 for key skills and experience.
Key skills and experience
Charles is responsible for Capital Markets and
Retail Parks throughout the UK and has 25
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, in an
advisory capacity at Cushman Wakefield and as
a retailer advising Specsavers on its 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.
Appointed to the Board in August 2021
See page 91 for key skills and experience.
Edith Monfries
Chief Operating and People Officer
Charles Spooner
Head of Capital Markets
Allan Lockhart
Chief Executive Officer
Will Hobman
Chief Financial Officer
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Corporate governance
Board leadership and company purpose
Purpose, values and strategy
Our purpose is to own and actively operate
essential everyday destinations that millions
ofłUK consumers rely on week in and week out,
converting structurally supported, high-
frequency demand into consistent income,
powered by an operating platform focused
onłdelivering long term capital, growth and
premium returns 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 are
set out on pages 6 and 7 of the Strategic
Report and describes the basis upon which the
Group generates and preserves value over the
long term. This is underpinned by a committed
ESG strategy
Our culture
NewRiver’s collaborative and supportive culture
underpins our purpose and drives business
practices. Although our workforce increased
with the acquisitions of Ellandi and Capital &
Regional in 2024, the UK workforce of around
270 employees is still relatively small so our
culture continues to be able to provide people
who work for us with a sense of purpose and
anłopportunity to thrive and develop as
individuals. The proximity between the 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 local communities
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 2026. The
Executive Committee also has its own Terms of
Reference that fit within the governance
framework and are approved by the Board.
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Board activities
As Chair of the Remuneration Committee,
Charlie has direct engagement with
shareholders when neccessary 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 continue to have a relatively 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 the Director responsible for staff
engagement in the London office, or online if
Staff engagement
Board
(Led by Charlie Parker, Non-Executive Director, responsible for workforce engagement)
Executive Committee (‘ExCo’)
Our staff
• NED/Staff engagement sessions
• Staff survey results
• Strategy sessions with ExCo
• NED visits to assets and London office
• Increased social events with staff
• Direct reports attending Board meetings to present
• Direct report engagement and staff appraisals and feedback
• Monthly all-staff sessions
• Strategy workshops with staff
• Staff survey results
• Frequent social events with staff
• Fundraising events with staff
• Monthly all-staff sessions
• Staff survey results
• Well-being Committee Newsletter and events
• Frequent social events
• Various charity events including themed days in the office and
external activity-led charity events
Charlie Parker
Independent Non-Executive Director,
Remuneration Committee Chair and
Non-Executive Director responsible for
staff engagement
Workforce engagement
mechanism – the role of our
designated Non-Executive Director
Charlie Parker, our Chair of the
Remuneration Committee and Independent
Director, also has responsibility for
ensuring that the Board successfully
engages with our workforce.
preferred. This year in April we held two
sessions across the day to fit in all staff.
Questions are invited ahead of the meeting as
well as taken live on the day. The majority of
staff attended this meeting either in person or
online. At each session Charlie explained that
the purpose of the sessions was to enable open
access to a member of the Board who is not an
executive. Charlie took the opportunity to
explain the role of the Non-Executive Director
and to introduce himself as the new Chair of
the Remuneration Committee and the work of
the Committee in setting the remuneration
policy. He also give a background on our new
Non-Executive Director, Raj Dhawan, explaining
that he was chosen for his skills in Data and
Technology. This enabled Charlie to highlight
the importance of the independence of the
Non-Executive Directors who provide insight
and oversight to the Executives. Charlie further
highlighted the work of the Board in the year in
advancing strategic initiatives around People,
Performance and Portfolio. He also underlined
the keen interest the Board take in the culture
of the business and highlighted some of the
very positive responses in the recent company
survey which demonstrated staff confidence in
the Senior Leadership of the business and a
strong endorsement of the working practices of
NewRiver. Charlie also provided an opportunity
to all staff to raise any comments or concerns
either in the open session or private session
with himself.
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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
• Strategy updates are presented to the Board by the staff leading the project
• Papers and presentations including those from advisers were considered by the Board
• Two additional strategic sessions were held off site during the year and included all ExCo members as
well as the Board
1
2
3
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
1
2
3
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
• Updates to the Board on the whistleblowing procedures
• Recommendation to the Board on the re-appointment of the External Auditor
1
2
3
Operational and
investor relations
• The CEO presented an update report at each Board meeting which also included updates on investor
relations
• Members of the ExCo are invited to quarterly Board meetings to personally present their updates
• The Board received IR strategy and quarterly corporate communication progress reports
• Members of the senior leadership team were invited to Board meetings to report on specific projects
1
2
3
Stakeholders • Stakeholders including our team, communities, shareholders, capital partners, occupiers, lenders,
environment and local authorities are regularly considered as part of the CEO and ExCo updates
to the Board
• HR reports are presented at each Board meeting
• The Board received updates from Charlie Parker’s attendance at staff sessions
1
2
3
Environmental and
governance
• The Board received regular updates on ESG progress and a quarterly ESG update from the Head of
Asset Management and ESG
• 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 over the year
• The Board and Audit Committee were updated on workstreams to implement Provision 29
1
2
3
Key
Strategic pillars
Disciplined capital allocation
1
Leveraging our platform
2
Flexible balance sheet
3
Environmental, Social and Governance
Board activities continued
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Division of responsibilities
Board
Audit Committee
Op Co
Remuneration Committee
ESG Committee
Nomination Committee
Wellbeing Committee
Executive Committee (‘ExCo’)
Responsible for leading the Group, establishing the Company purpose and values and setting the strategy and monitoring its progress. It also sets
policies and monitors performance.
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.
An Operational Committee whose purpose
is to support the work of ExCo in the
operational delivery of strategic
objectives with focus on driving
operational efficiency.
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.
The ESG Committee ensures the
appropriate resources are mobilised so the
key ESG programme milestones are
achieved.
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.
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, inclusion and wellbeing
of staff.
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.
• Monitoring competitive forces in each area of competition.
Supporting Committees
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Division of responsibilites continued
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 boardroom;
• 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 acting 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
Colin Rutherford
Colin’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; and
• 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.
Non-Executive Director
Responsible for Workforce
Engagement
Charlie Parker
Charlie’s responsibilities include:
• ensuring that the Board successfully engages with our workforce.
Independent
Non-Executive Directors
Non-Executive Directors Alastair Miller, Charlie Parker, Colin Rutherford, Karen Miller and Raj Dhawan bring independent judgement, knowledge and varied commercial
experience to the meetings and in their oversight of the Group’s strategy. Charlie and Colin chair the Remuneration and Audit Committees respectively.
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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
Division of responsibilites continued
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 91 to 92. The Board and Committee
attendance record of each of the Directors
during FY26 is set out on page 100 of this
report.
Balance between
Independent Non-Executive
and Executive Directors
The Board currently comprises five
Independent Non-Executive Directors
(excluding the Chair) and two Executive
Directors. The Nomination Committee is of the
opinion that all the Non-Executive Directors are
independent, 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.
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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.
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 the 2026 AGM in person, and we
provide a facility for shareholders to submit
questions ahead of the AGM via email. The
2026 AGM is planned to be held on 28 July
2026.
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.
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 scheduled
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. ExCo members attend the Board meetings on
a quarterly basis to present their quarterly reports. They also attend the strategy Board sessions.
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
Lynn Fordham: Chair 8/8 – – 5/5
Executive Directors
Allan Lockhart 8/8–––
Will Hobman 8/8–––
Non-Executive Directors
Alastair Miller 8/8 4/5 6/6 5/5
Charlie Parker 8/8 4/5 6/6 5/5
Colin Rutherford 8/8 5/5 6/6 5/5
Dr Karen Miller 8/8 5/5 6/6 5/5
Raj Dhawan 4/4 - 3/3 2/2
1. Raj was appointed to the Board on 13 October 2025.
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Board effectiveness reviews
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.
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.
For FY25, an externally facilitated Board review
was conducted by No 4, an independent Board
Review advisory business. This involved
interviewing all the Directors on a confidential
basis. There were high levels of satisfaction and
confidence in most of the key areas of Board
activity. The following observations and
recommendations were made:
Observations from the
External Review in FY25
• The Board had worked well and effectively
over the year
• The Board had overseen the successful
completion of two acquisitions
• All of the Board members are comfortable
with the corporate governance at NewRiver
• The Board held a successful strategy day
involving Non-Executive Directors and key
executives. New plans for the future growth
of the business are being developed
following this
• In line with the growth plans, new
development plans for the senior
management team and succession plans
for the talent pipeline below senior
management are underway
• Board succession planning was now a key
focus in line with the future growth plans for
the business
Composition, succession and evaluation continued
Progress since the FY25
External Review
• The Board has held two further successful
strategy days involving Non-Executive
Directors and key executives. New plans for
the future growth of the business have been
developed and are being executed as a
result of these useful sessions.
• The FY25 effectiveness review was felt to
be so useful to the Board that in FY26 this
exercise was rolled out to the ExCo and
other senior management
• In line with the growth plans, new
development plans for the senior
management team and succession plans for
the talent pipeline below senior management
have been progressed.
• A number of workshops have been held with
senior management and other staff to
restructure the reporting lines and facilitate
further collaboration across all disciplines.
FY26 Board review
As explained on page 89 due to the focus on an
external review of the Executive management
and the planned Board changes it was decided
that an internal Board evaluation would be of
limited value in FY26. A Board evaluation will be
carried out in FY27 once all the Board changes
outlined have been made.
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Ensuring balanced skills
Board appointments
As explained last year, Alastair Miller reached
his nine-year term in FY26, so much of the
Committee’s focus during FY26 has been
assessing the Board and the Company’s needs
when seeking a replacement Non-Executive
Director. SA Associates, an independent
boutique search agency, was appointed in FY26
to assist our search for Non-Executive
Directors. In support of the Company’s
strategic focus during FY26, we had the
pleasure of appointing Raj Dhawan as a
Non-Executive Director. Raj is an experienced
technology and digital transformation leader
who will support our data-driven focus during
FY27. SA Associates is continuing a process to
appoint a further Non-Executive Director to the
Board who has an accounting background and
can join the Audit Committee.
Board evaluation
process extended to
Senior Management
In FY25, an externally facilitated Board review
was conducted by No4, an independent Board
Review advisory business. The key observations
from this review were published in the 2025
Annual Report. The Board found this external
review by No4 extremely useful and, as such,
during FY26 a similar exercise was carried out
with the ExCo and the senior team reporting to
the ExCo as part of the Committee’s succession
planning focus. As a result of this focus on the
Executive management and also succession
planning at a Board level it was decided that an
internal Board evaluation would be of limited
value in FY26.
The Committee’s focus for FY27 will continue
to be this succession planning and our
diversity priorities.
Role of the Committee
The role of the Committee is to lead the
process for appointments, to ensure plans are
in place for orderly succession to both the
Board and senior management positions and to
review the annual Board Evaluation process.
Nomination
Committee membership
Our Committee consists of five Independent
Non-Executive Directors and the Chair of
the Board.
Biographies are available on pages 91 and 92.
• Lynn Fordham: Committee Chair
• Alastair Miller
• Colin Rutherford
• Charlie Parker
• Karen Miller
• Raj Dhawan
The attendance at meetings by the members
of the Committee is set out in the table on page
100.
Nomination Committee Report
Lynn Fordham
Non-Executive Chair
Dear Shareholders
I am pleased to present the Nomination
Committee Report for 2026. Monitoring
the balance of skills on the Board to
match our strategy and succession
planning continued to be the key focus
for the Committee this year with us
actively seeking two new Non-Executive
Directors to join our Board.
FY26 Nomination
Committee activity
May 2025
• Succession planning discussions
• ExCo and people strategy update
• Approval of Nomination Committee
Report in Annual Report
September 2025
• Succession plan
• ExCo and people strategy update
October 2025
• Recommendation on the appointment
of a new Non-Executive Director
November 2025
• Review of the Board committee
membership
• Board Evaluation discussions
February 2026
• Annual review of external directorships
and time commitments required from
Non-Executive Directors prior to
re-election
• Terms of Reference review
• Annual Board evaluation planning
• Board succession planning update
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Nomination Committee Report continued
Succession planning and Board Committee membership
To assist with Board succession planning, the Committee reviews the balance of skills on the
Board to ensure that they match the Company’s strategy and to understand what additional skills
may be required.
Board skills matrix
Executive
Directors Chair Non-Executive Directors
Allan
Lockhart
Will
Hobman
Lynn
Fordham
Alastair
Miller
Dr Karen
Miller
Charlie
Parker
Colin
Rutherford
Raj
Dhawan
Property asset management • • •••
Regeneration and
development
• • ••••
Financial and banking •••• • •
Capital markets •••• ••
Environmental ••• •
Social and Governance •••••• • •
Capital allocation and cost
efficiency
•••• • • •
Capital partnerships ••• • •
Commercial leadership •••• • • •
Mergers and acquisitions ••• • •
Public sector partnerships •• •
Workforce wellbeing •••••• •
Nomination Committee
key responsibilities
• Regularly review the structure, size and
composition of the Board and its Committees
and take account of the Company’s strategic
priorities to make recommendations to the
Board on necessary adjustments
• 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 Committee met five
times
• 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
Succession planning and Board
Committee membership
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.
Succession planning continued in FY26 with
the requirement to embark on plans to replace
a long-standing Non-Executive Director who
was the Remuneration Committee Chair, the
Senior Independent Non-Executive Director
and Non-Executive Director responsible for
staff engagement. Our Board skills matrix was
assessed against our future strategy and a role
description was formulated. We also
considered and reviewed the Board committee
memberships to ensure the correct mix of skills
and experience on each committee. In
November 2025 Colin Rutherford was
appointed as Senior Independent Non-
Executive Director and Charlie Parker was
appointed as Remuneration Chair and Non-
Executive Director responsible for workforce
engagement.
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Nomination Committee Report continued
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 2024 Code, and are free from any
relationship or circumstances that could affect,
or appear to affect, their independent
judgement. Although Alastair Miller has now
been on the Board for nine years, the Board is
of the view that Alastair remains independent.
Alastair will be stepping down from the Board at
the AGM in July 2026. The Chair was
independent on appointment. The balance of
Directors (excluding the Chair) is two Executive
Directors and five independent Non-Executive
Directors. As explained earlier in the
Governance Report, notwithstanding the fact
that Charlie Parker and Karen Miller hold a
cross-directorship, the Board considers both to
be independent Non-Executive Directors.
The Committee regularly reviews the time
commitments of the Non-Executive Directors.
At the time of print, the Board Chair, Lynn
Fordham, may be considered overboarded by
some voting guidance. This is considered to be
temporary and Lynn, without doubt, commits a
considerable amount of time to the Company
and is always available to the Executive
Directors as is evident in her Board attendance
record, numerous meetings with shareholders
and her availability for ad hoc meetings.
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. 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 to nurture 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, which is set out
below, outlines 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 continues
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.
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Nomination Committee Report continued
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID,łChair)
Number in
executive
management
Percentage of
executive
management
Men 6 75% 3 3 75%
Women 2 25% 1 1 25%
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
(includingłminority/
whitełgroups) 7 87.5% 4 4 100%
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British 1 12.5% – – –
Black/African/Caribbean/
BlackłBritish – – –––
Other ethnic group,
includingłArab
Not specified/prefer not to
say – – – – –
The information in this table was sourced directly from the individuals concerned. Members of the
Board were provided with the prescribed disclosure categories and asked to complete them based
on their self-identification.
Board Diversity Data
As at 31 March 2026, the Company had not met all of the 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 six
male Directors, equivalent to 25% 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.
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 is currently one Board member that is from
a non-white ethnic background.
Female Male
Board 2 25% 6 75%
Executive Committee 1 25% 3 75%
Direct Reports of Executive Committee 11 48% 12 52%
Group 119 43% 160 57%
Gender balance at the year end
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Audit, risk and internal control
Role of the Committee
The role of the Committee is to assist the Board
in fulfilling its oversight responsibilities by
reviewing the integrity of financial and narrative
statements and other financial information
provided to shareholders. By also monitoring
the company’s risk management and internal
control framework and its processes for
compliance with laws, regulations, ethical codes
of practice, the UK Corporate Governance
Code, FRC guidance and the FRC Audit
Committees and the External Audit Minimum
Standard.
Audit Committee
membership
Our Committee consists of four Independent
Non-Executive Directors.
Biographies are available on pages 91 and 92
• Colin Rutherford: Committee Chair
• Alastair Miller
• Charlie Parker
• Karen Miller
The attendance at meetings by the members
of the Committee is set out in the table on page
100.
Audit Committee Report
Colin Rutherford
Audit Committee Chair
Dear Shareholders
I am pleased to present the Audit
Committee Report for 2026. 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.
In addition to the Committee’s regular
programme of work, an area of focus for the
Committee in the year was considering
preparations for Provision 29. Although this
provision will not apply to the Company
until FY27, plans and preparations are
underway to ensure that we carefully
report on the effectiveness of our material
controls. Further details on the plans and
preparation for Provision 29 compliance
can be found later in this report.
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, enable the
Committee members to effectively
discharge our duties and responsibilities.
16 June 2026
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 assurance reports from
management on the effectiveness of the risk
management and internal control framework
• 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
How the Committee operates
• Each Committee member is independent and
has broad commercial experience
• Colin Rutherford is a Chartered Accountant
with significant, recent and relevant
financialłexperience and was previously
thełChairman of the Audit Committee of
Mitchells & Butlers plc
• Alastair Miller is a Chartered Accountant 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
five meetings
• The Chief Financial Officer and the Group’s
external auditors are invited to attend the
Committee meetings
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Audit Committee Report continued
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.
Forvis Mazars LLP (Forvis Mazars) were
appointed as the Group’s external auditors in
2024. 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. Nargis Yunis has been the Forvis
Mazars lead audit partner since their
appointment in August 2024.
During the year, the members of the Committee
have met twice with representatives from
Forvis Mazars 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 2026, Forvis Mazars 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.
ThełCommittee approved the implementation of
the plan following discussions with both Forvis
Mazars and management.
Audit and non-audit fees
Audit fees for the financial year ended 31 March
2026 were £0.6m. The Company has a
non-audit services policy in place which limits
Forvis Mazars 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 £0.1m in non-audit fees to Forvis Mazars
for the financial year ended 31 March 2026. The
non-audit fees relate solely to Forvis Mazars’
review of the interim results for the six months
to 30 September 2025.
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.
FY26 Audit Committeełactivity
May 2025
• Meeting with the Property Valuers
May 2025
• External Auditors’ Report to the
Committee
• Internal Controls Review
• 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
• Approve the Audit Committee Report in
Annual Report
• Consider valuer rotation planning
• Meeting with External Auditors without
management present
November 2025
• Meeting with the Property Valuers
November 2025
• Going Concern Assessment
• External Auditor’s Plan
• External Auditor HY Report to the
Committee
• Review of Principal Risks
• Review auditor independence
• Review half-year results
• Meeting with External Auditors without
management present
• Gifts and Hospitality Register
February 2026
• Review Terms of Reference
• Consider the requirement for an internal
audit function
• Consider a response to an FRC limited
scope review letter
• Review Whistleblowing policy
• Valuer transition planning
• Gifts and Hospitality Register
• Provision 29 update, appointment of BDO
to assist with the project
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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
Forvis Mazars 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.
Key judgements and estimates
The Committee reviewed the external reporting of the Group including the interim review, and the
Annual Report. In assessing the Annual Report, the Committee considered the key judgements and
estimates. The significant issues considered by the Committee in respect of the year ended
31 March 2026, which contained a significant degree of estimation uncertainty, is set out in the
following table.
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 £802.2 million at
31 March 2026 (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 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.
Under the Royal Institute of Chartered Surveyors (RICS) Valuation
– Global Standards PS2 and RICS UK national supplement VPS 3
(effective from 1 May 2024) (the ”Red Book”) a mandatory rotation
policy for valuers was introduced. A transition period was in place
up to and including 30 April 2026.
As permitted under the Red Book, the Audit Committee has
proposed that the portfolios are switched between Colliers and
Knight Frank from September 2026. Accordingly, to aid a smooth
transition, it is intended that Knight Frank carry out a standard
valuation on a sample of the Colliers assets in advance of
September 2026.
Audit Committee Report continued
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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.
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 register to reassess each risk
on the register and its risk scoring;
• 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 2026. 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.
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
but will continue to keep this under review. The
Committee does however look to third parties
to provide an internal audit review function and
commissions internal audit reviews on specific
matters each year.
Audit Committee Report continued
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 annually to capture new staff and to
remind existing staff of the procedures. During
the year, a whistleblowing hotline has been
introduced. The hotline enables staff to report
concerns and suspicions anonymously. The
hotline is available 24 hours a day, 365 days a
year and is managed by an independent third
party. 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.
Provision 29
To prepare for the reporting under
Provision 29 (applicable to the Company
for the year ended 31 March 2027) the
Committee has engaged BDO LLP to assist
with the scoping and implementation of
the Provision 29 project. This commenced
with a project plan, timelines and
milestones. A stakeholder map was defined
to ascertain ownership of key elements of
the project. The project itself will review
and map the controls in place across the
business within the categories of financial,
operational, reporting and compliance. The
Committee will be updated on a regular
basis and receive reporting on the
activities and any gap assessment.
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Other compliance policies
The Committee receives a copy and reviews in
detail the Gifts and Hospitality register on a
regular basis.
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.
Committee review of the
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 between 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 2026,
and satisfied itself that the going concern basis
of presentation of the financial statements and
the related disclosure is appropriate. The
viability statement is set out on pages 85
to 86.
Audit Committee Report continued
Experienced team
A core experienced team is responsible for the
co-ordination of Annual Report 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, ESG Strategy Lead,
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 on.
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.
FRC limited scope review
During the year, the Company received a letter
from the Financial Reporting Council (FRC) who
carried out a limited scope review of the annual
report and accounts for the year ended
31 March 2025. This review was part of the
FRC's authorised reviews of financial
statements of public companies.
The FRC has confirmed that its enquiries are
closed with only limited changes required to
future disclosures in the annual report and
accounts. The Company agreed to reconsider
the classification of amounts owed from
subsidiary undertakings as current assets and
has enhanced other disclosures as
recommended by the FRC.
The FRC's review does not provide assurance
that the annual report and accounts are correct
in all material respects
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:
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Remuneration Committee Report
Charlie Parker
Chair of the Remuneration Committee
Dear Shareholders
On behalf of the Board, I am pleased to
present the Remuneration Committee
Report for the financial year ended
31 March 2026. I was appointed
Remuneration Committee Chair in
November 2025. Much of the work the
Committee has done since my
appointment has been to assess the
Remuneration Policy ahead of the need to
take it to shareholders for approval at the
July 2026 AGM. In this statement I have
summarised the link between
remuneration and performance, and our
decisions on remuneration for FY26.
I would like to thank Alastair Miller for his
excellent Chairmanship of the
Remuneration Committee throughout his
tenure and also in particular I would like
to thank him personally for his support
and guidance to me which has made the
Remuneration Committee Chair
transition a smooth process.
FY26 has been a successful year for NewRiver.
During FY26 we fully integrated the Capital &
Regional assets following the acquisition in
December 2024. We have delivered a strong
operational performance and remained
disciplined in recycling capital, improving
our portfolio quality and strengthening our
financial position.
Implementation of the
Policy in FY26
Our Remuneration Policy was approved by
shareholders in July 2023 and implementation
of this Policy during FY26 was as follows:
Base salary
Base salaries for both of the Executive Directors
were increased by 3% for FY26 in line with the
increase for the wider workforce.
Annual bonus
The FY26 annual bonus was based on the Total
Return vs IPD All Retail (20%), UFFO (15%), LTV
(10%), Total Accounting Return (TAR) (15%),
Synergy Savings (10%), Value Add Capital
Deployment (7.5%), Capital Partnerships (7.5%),
Progress on the Group Refinancing (target for
Will Hobman) (7.5%), Leadership of the Strategy
Review including thełarticulation of clear
strategic goals (target for Allan Lockhart) (7.5%)
and ESGłmeasures (7.5%). Based on the
corporate, financial and strategic performance
over thełperiod, the bonus out-turn was 53% of
maximum. 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 FY24 LTIP Award will vest in June 2026
with performance assessed against relative TAR
(50%) and relative Total Shareholder Return
(‘TSR’) (50%) based on performance from 1 April
2023 to 31 March 2026. The TSR performance
condition has achieved between median and
62.5 percentile so achieved 50% of maximum.
The relative TAR element also achieved
between median and 62.5 percentile so
achieved 50% of maximum. 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 was 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.
New Remuneration Policy
The Committee reviewed the Remuneration
Policy ahead of shareholder approval at the
2026 AGM. We conducted a detailed market
review and considered not just how best to
align pay to the strategy, but also the pay
policy more company-wide. In particular we
have considered alternative structures such as
Restricted Shares, but have concluded that the
current LTIP structure continues to provide the
best link between reward and performance. In
looking at the policy overall, and after making
material changes at each of the previous
triennial reviews, the Committee is satisfied
that the current policy remains appropriate for
the time being.
Implementation of the
Policy inłFY27
The implementation of the Remuneration Policy
for FY27 is outlined on pages 113 to 116. The key
decisions made by the Committee in relation to
FY27 includes:
Base salary:
During the year, the Committee has reviewed
the salary increases for the wider workforce
and the Executive Directors. As a result, both
the wider workforce and Allan Lockhart
received a 3% increase in base salary. On
reviewing Will Hobman’s salary against
benchmark, considering his overall duties within
the group including operational responsibilities
and his performance, the Committee has
decided to award Will Hobman a 15% increase
in base salary.
Pensions:
The workforce pension contributions were
increased for the wider workforce from 5% to
6% for FY27. This 1% increase will also apply to
the Executive Directors’ pension contribution, in
line with the Remuneration Policy.
Annual Bonus:
Executive Directors will have the opportunity to
earn a bonus up to a maximum of 125% of
salary. In line with the FY26 annual bonus, the
bonus will be based on financial and corporate
measures and personal strategic performance.
30% of any bonus paid will be deferred into
shares for two years.
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Long-term incentives:
The Executive Directors will receive an LTIP
grant of 150% of salary. During the year, the
Committee reviewed the performance targets
for these LTIPs and whilst the Committee
considered that relative TSR and relative TAR
measures still remain appropriate, TSR and TAR
will be measured against the FTSE ALL Share
REIT Index for the next grant instead of a
selected peer group of FTSE 350 REITs. The
Committee has also been considering an
absolute performance measure for the LTIP
award. Discussions are continuing on this and
we will work towards establishing such a
measure for the 2027 grant. For the 2026 grant
the weighting between measures will remain as
TSR weighted at 60% and TAR weighted at 40%.
Awards must be held by Executive Directors for
a further two years after vesting.
Other considerations
during the year
Wider workforce engagement
As well as being appointed Chair of the
Remuneration Committee in November 2025, I
was also appointed the 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 the London office regularly and have
visited the majority of the assets and had the
opportunity to talk to the staff at those assets. I
have also recently hosted some staff forums to
ensure that there is an opportunity for staff to
raise questions or concerns directly with myself
both on the Remuneration Policy and other
matters. At the staff meetings held in April
2026, we guided staff through the
Remuneration Policy. 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
proposed implementation as a result of this
engagement.
Remuneration Committee Report continued
Closing remarks
We believe that the operation of our
Remuneration Policy recognises the experience
of shareholders, employees and other
stakeholders.
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.
Charlie Parker
Committee Chair
16 June 2026
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Implementation of Policy in FY27
Base Salaries Allan Lockhart: £529,000
Will Hobman: £408,000
Benefits No change
Pension Allan Lockhart: 6% of salary
Will Hobman: 6% of salary
Annual Bonus Maximum opportunity is 125% ofłsalary
Performance conditions:
Corporate, financial and strategic measures
30% deferred into shares for twołyears
Long-Term
Incentive Plan
Grant levels at 150% of salary
Performance conditions:
Relative TSR (60%) Relative TAR (40%)
Two-year post-vesting holdingłperiodłapplies
Shareholding requirements 200% of salary
50%
Measure Achievement (% of max)
FY24-26 Performance Share Plan
PSP
Relative TSR
vs Peer Group
Outcome
Relative Total
Accounting return
vs Peer Group
50%
50%
FY26 annual bonus performance
ÄÒÏÄÒ~ÜŁ~¾Łĝ¾~¾§~·Ł½~ÖàÒÖ
řĨĢƥŁì§¡¥Ü§¾¡Ś
50%
25%
25%
50%
Measure
CorporateFinancial
Total return
ëÖŁ*PŁ··ŁÒÜ~§·
TAR
LTV
~Ò¾§¾¡ÖŁřa##EŚ
¥§ë½¾ÜŁřƥŁÄŁ½~ñŚ
Strategic measures
(40% weighting)
Director
Strategic
Allan
Lockhart
Will
Hobman
Achievement (% of max)
72%
72%
Total bonus payout
Director
Strategic
Allan
Lockhart
Will
Hobman
Achievement (% of max)
53%
53%
Allan Lockhart
2026 2025
£300,000
£600,000
£900,000
£1,200,000
£1,500,000
£1,298,974
£1,129,430
Total Remuneration (£)
Will Hobman
2026 2025
£896,804
£779,242
Key Salary ¾ĝÜÖ P¾Ö§Ä¾ ¾¾à~·ŁľàÖ Long-term Incentive
Remuneration Committee Report continued
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Remuneration Policy
In accordance with the remuneration reporting regulations, the Remuneration Policy as set out below is intended to apply, subject to shareholder approval at the 2026 AGM to be held on 28 July 2026, for
a period of three years from that date.
Following a detailed review, there are no changes to the Remuneration Policy.
Decision-making process for the determination, review and implementation of the policy
When reviewing the Remuneration Policy, the Committee considers a wide range of factors, including:
• The company’s strategic priorities, KPIs, culture and values
• The remuneration policies and practices for the workforce and the cascade of remuneration throughout the company and, where practicable, improving the consistency of the Executive Directors’
remuneration policy with that of the workforce
• Guidance from our institutional shareholders, investor representative bodies, regulators and statutory requirements
• The overall market competitiveness of the senior executives’ packages
To manage any potential conflicts of interest, the Committee ensures that no individual is involved in discussions regarding their own remuneration arrangements.
The implementation of the Policy is considered annually by the Committee for the year ahead in light of the strategic priorities and the wider stakeholder experience whilst incentive targets are also
reviewed to check if they remain appropriate or need to be recalibrated.
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 6% of salary.
Not applicable.
Remuneration Committee Report continued
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Remuneration Committee Report continued
Executive Directors continued
Element Purpose and Link to Strategy Operation Maximum Performance Target
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 sickłpay.
Other benefits such as relocation allowances may be
offered if considered appropriate and reasonable by
thełCommittee.
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 discourages
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 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
as described in the notes to this table.
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 a 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.
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 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.
Malus and clawback provisions apply as described in the
notes to this table.
The maximum award level permitted
under the 2025 LTIP plan rules and
this Policy is 200% of salary.
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.
Performance conditions may be
based on financial and/or
non-financial measures
(including strategic and ESG
measures). A majority of the
award will be financial and TSR
measures.
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Remuneration Committee Report continued
Executive Directors continued
Element Purpose and Link to Strategy Operation Maximum Performance Target
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.
Normally 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
the outcome of the review.
Not applicable.
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Remuneration Committee Report continued
Notes on the Remuneration Policy Table
Dividend equivalents
Dividend equivalent shares will be added to unvested awards under the 2016 DBP, 2016 PSP and
2025 LTIP on a reinvested basis, although this can be calculated in an alternative manner at the
discretion of the Committee. Dividends will accrue from the date of grant to the vesting date or, if
applicable, the last day of the holding period.
Performance measures
Each year the Committee selects the most appropriate performance measures and targets for the
annual bonus plan and LTIP. The measures selected will be aligned with Company strategy and key
performance indicators and performance targets are set with the aim of setting stretching targets
which incentivise and reward improved performance.
Malus and Clawback
In the event of gross misconduct, or the material misstatement of financial information, or if an error
is discovered in the calculation of any incentive plan payments, or where there has been an issue in
relation to the reputation, or corporate failure, the Committee has discretion to exercise malus and
clawback provisions in respect of all cash bonus and share awards. The Committee may reduce the
vesting of awards prior to vesting and/or require the repayment or reimbursement of awards which
have already vested and been exercised across all incentive plans. The Committee may apply
clawback on the terms set out above during the 36 months following the payment date of the
annual bonus or the vesting date of any share award.
Discretion
The Committee may amend the remuneration policy to accommodate minor changes for
administrative or regulatory purposes.
In operating the incentive plans, the Committee retains discretion, including (but not limited to):
• selecting participants;
• determining the timing and quantum of awards and/or payments (within the limits set out in
the policy);
• determining the extent of vesting based on the assessment of performance;
• determining performance measures, weightings and targets for the annual bonus and PSP from
year to year;
• determining “good” and “bad” leaver status and the applicable treatment;
• making adjustments in appropriate circumstances (e.g. change of control or capital
reorganisation); and
• adjusting performance conditions, targets or measures if they are no longer considered
appropriate or capable of fulfilling their original purpose.
Consideration of shareholders’ views
The Committee’s policy is to consult with major Shareholders in respect of significant decisions on
executive remuneration and has done so regularly. As the Remuneration Policy is not changing from
that previously approved by shareholders, the Committee has not consulted in respect to the
Remuneration Policy that will be put to shareholders at the 2026 AGM. The Committee did however,
as promised, engage with our largest investors last year along with Institutional Shareholder
Services (ISS), the Investment Association (IA) and Glass Lewis to understand their views on the
proposed changes to the implementation of the Remuneration Policy and the new LTIP plan rules.
The new LTIP plan rules were approved by shareholders at the 2025 AGM.
How wider employee pay was considered during the policy review
The Committee considered carefully the pay and conditions in the workforce generally, as part of
its review of the Directors’ Remuneration Policy. Charlie Parker as Remuneration Committee Chair is
also the Non-Executive Director charged with staff engagement so that he can have direct
engagement with staff on remuneration and other matters. Charlie hosted staff forums in April
specifically to listen to staff views. The policy for Executive Directors is rolled out on a consistent
basis throughout the workforce. All staff participate in the Annual Bonus Plan and Performance
Share Plan and we have a consistent approach in relation to benefits and pension. There are
however differences in the Directors’ Remuneration Policy for employees. For example, the
opportunity for the incentive plans varies by seniority.
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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
Lynn Fordham 21 March 2024 3-month rolling contracts
Colin Rutherford 5 February 2019
Dr Karen Miller 30 May 2022
Charlie Parker 10 September 2020
Alastair Miller 18 August 2016
Raj Dhawan 13 October 2025
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.
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:
Remuneration Committee Report continued
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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 PSP element of the LTIP 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% LTIP award).
Different performance measures may be set for
any initial awards under the DBP and PSP
element of the LTIP 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 in accordance with FCA
Listing Rules 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.
Minimum performance:
• comprising the minimum remuneration receivable
(being base salary, pension and benefits received
in FY26);
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%.
Allan Lockhart
£500k
£1,000k
£1,500k
£2,000k
£2,500k
Key
Fixed Pay
Annual Bonus
LTIP
LTIP value with 50% share price growth
Maximum
with Share
Price Increase
MaximumOn targetMinimum
£2,418K£2,021k£1,096k£567k
100% 51.7%
30.2%
18.1%
28.0%
32.7%
39.3%
23.4%
27.4%
32.8%
16.4%
Will Hobman
£500k
£1,000k
£1,500k
£2,000k
Key
Fixed Pay
Annual Bonus
LTIP
LTIP value with 50% share price growth
Maximum
with Share
Price Increase
MaximumOn targetMinimum
£1,863K£1,557k£843k£435k
100% 51.6%
30.2%
18.2%
27.9%
32.8%
39.3%
23.4%
27.4%
32.8%
16.4%
Illustrations of the operation of the Remuneration Policy in FY27
Remuneration Committee Report continued
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Remuneration Report
This section sets out how the Directors’
Remuneration Policy was implemented during
the financial year ended 31 March 2026. Where
stated, disclosures regarding Directors’
remuneration have been audited by the
Company’s external auditors, Forvis Mazars.
This section, together with the Chair’s
Statement, is subject to an advisory vote at the
2026 AGM.
Remuneration Committee
The Remuneration Committee comprises all of
the Non-Executive Directors. The Remuneration
Committee meets regularly throughout the
year. It met six times during the year. A Board
and Committee attendance chart is contained
in the Governance Report on page 100.
FY26 Remuneration Committeełactivity
May 2025
• Review outcome of Corporate
and personal targets for Executive
Director bonuses
• Review and approve ExCo bonuses
• Consider salary increases for Executive
Directors and ExCo
• Consider DBP and PSP awards
and targets
• Consider LTIP likely vesting outcome
• Review the Committee Terms of
Reference
• Note staff survey results
• Review Remuneration Report and
Remuneration Policy
July 2025
• FY26 Bonus targets
September 2025
• FY26 Bonus targets
• Remuneration Policy review
November 2025
• Remuneration Policy review
January 2026
• Remuneration Policy review
February 2026
• Consider salary reviews
• Review wider workforce arrangements
and pay policy
• Preliminary discussions on performance
targets for next LTIP grant
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
• Charlie Parker: Committee Chair (from
November 2025)
• Colin Rutherford
• Dr Karen Miller
• Raj Dhawan (from October 2025)
• Alastair Miller: Committee Chair (until
November 2025)
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.
Remuneration Committee Report continued
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Statement of voting at the Annual General Meeting
The following table summarises the details of votes cast for and against the Directors’
Remuneration Policy at the 2023 AGM and the Directors’ Remuneration Report at the 2025 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
(2025 AGM) 301,185,874 99.76 710,559 0.24 301,896,433 55,363
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
Statement of consideration of shareholders’ views
The Company is committed to ongoing shareholder dialogue and takes an active interest in voting
outcomes. If there are substantial votes against resolutions in relation to Directors’ Remuneration,
the Company will seek the reasons for any such vote and will detail any resulting actions in the next
Directors’ Remuneration Report.
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. Korn Ferry provided
advice on market practice updates and benchmarking and supported management with
undertakings such as producing the Directors’ remuneration report to the extent this did not
impact the independence of its advice. During FY26, 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
£56,725 in the year ended 31 March 2026. 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.
Remuneration Committee Report continued
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Total remuneration payable to Directors for FY26 (audited)
The following tables show a single figure total of remuneration for the year ended 31 March 2026 for each of the Directors and compares this figure to
the prior year.
Executive Directors
Financial Year
Salary
£
Benefits
1
£
Pension
2
£
Subtotal for
fixed pay
£
Cash bonus
£
Value of bonus
deferred into
shares
£
Long-Term
Incentive Plans
£
Subtotal for
variable pay
£
Total
£
Allan Lockhart 2026 513,582 6,740 25,679 546,001 235,926 101,111 246,392 583,429 1,129,430
2025 498,623 5,905 19,945 524,473 361,601 154,972 257,928 774,501 1,298,974
Will Hobman 2026 355,136 2,848 17,757 375,741 163,187 69,937 170,377 403,501 779,242
2025 344,793 2,660 13,792 361,245 250,044 107,161 178,354 535,559 896,804
1. Benefits are the Directors’ private medical cover.
2. Allan Lockhart and Will Hobman both received a pension contribution of 5% of salary in line with the contribution for the wider workforce during the period.
Non-Executive Directors
Financial Year Base fee £ Audit Committee Chairman £ Remuneration Committee Chairman £ Senior Independent Non-Executive Director £ Total £
Lynn Fordham 2026 169,744 – – – 169,744
2025 164,800 – – – 164,800
Alastair Miller
1
2026 54,600 – 5,890 5,890 66,380
2025 53,045 – 7,957 7,957 68,959
Charlie Parker
2
2026 54,600 – 3,333 – 57,933
2025 53,045 – – – 53,045
Colin Rutherford
3
2026 54,600 10,000 – 2,889 67,489
2025 53,045 7,957 – – 61,002
Dr Karen Miller 2026 54,600 – – – 54,600
2025 53,045 – – – 53,045
Raj Dhawan
5
2026 25,900 – – – 25,900
2025 – – – – –
Margaret Ford
4
2026 – – – – -
2025 27,467 – – – 27,467
1. Alastair Miller stepped down as Remuneration Committee Chair and Senior Independent Non-Executive Director on 24 November 2025.
2. Charlie Parker was appointed Remuneration Committee Chair with effect from 24 November 2025.
3. Colin Rutherford was appointed Senior Independent Non-Executive Director with effect from 24 November 2025.
4. Margaret Ford resigned on 30 May 2024.
5. Raj Dhawan was appointed to the Board on 13 October 2025 and received a pro-rata remuneration based on the annualised rate of £54,600.
Remuneration Committee Report continued
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Annual bonus for the year to 31 March 2026
Executive Directors had the opportunity to earn 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 2026 is set out in the table 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 20% At index 10% ahead 20% ahead
over 20% ahead
for income/miss
on capital 50% 50% 10% 10%
Earnings (UFFO) 15% £36m £37m £38m £37.2m 50% 50% 7.5% 7.5%
Financial
TAR 15% 8% 10% 12% 9.4% 25% 25% 3.75% 3.75%
LTV 10% 41% 39% 37% 40.4% 25% 25% 2.5% 2.5%
Strategic
Strategic objectives 40% See below 72% 72% 28.8% 28.8%
A summary of the strategic objectives are shown below:
Strategic objectives Weighting Assessment of performance by the Committee Achievement
Allan
Lockhart
Will
Hobman
Unlocking synergy savings 10% £6.2m synergies unlocked 10% 10%
Value add capital deployment 7.5% Successful share buyback 3.75% 3.75%
Capital partnerships 7.5%
Revenues have increased
by 23.6% at net level 3.75% 3.75%
Progress Group Refinancing (Will Hobman) 7.5% Refinancing successfully completed – 7.5%
Leadership Strategy Review (Allan Lockhart) 7.5% Leadership strategy review carried out 7.5% –
ESG Measures as per the below: 7.5% 3.8% 3.8%
2 strategic solar PV installation projects enabled Enabled grid and planning approval granted
Waste Segregation Facilities to be maximised & signposted to improve recycling Recycling increased from 52% to 77%
Improvement in Staff Satisfaction Survey particularly around the DE&I agenda
Measured improvement, including
DE&I commitment from 76% to 93%
Total 40% 28.8% 28.8%
Remuneration Committee Report continued
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Based on performance to 31 March 2026, 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 are
required, and the outcome is reflective of underlying performance.
Executive Assessment of performance by the Committee
% of maximum % of salary Bonus outcome
Allan Lockhart 53% 66% £337,037
Will Hobman 53% 66% £233,124
30% of the bonus will be deferred into shares for two years. Deferred shares are subject to
continued employment.
Long-Term Incentive Plans (audited)
Vesting of Performance Share Plan awards
The FY24 LTIP Awards were granted to Allan Lockhart and Will Hobman on 29 June 2023. These
awards are due to vest on 29 June 2026.
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
1
50% Median
62.5th
percentile Upper quartile
Between Median &
62.5th percentile 50%
Total Accounting
Return vs UK REITs
1
50% Median
62.5th
percentile Upper quartile
Between Median &
62.5th percentile 50%
Total 50%
1. The UK REIT peer group consisting of: Segro, Land Securities Group, British Land, Derwent London, Hammerson,
Shaftesbury Capital, Unite Group, Tritax Big Box Reit, Great Portland Estates, Workspace Group, Big Yellow
Group, Grainger, Londonmetric Property, Safestore Holdings, Primary Health Properties and CLS Holdings.
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 FY24 LTIP awards are
shown below:
Executive Grant date Vest date
Number of
shares granted
Number of
shares vesting
Value of
shares to vest
Dividend
equivalents
in shares Total value
Allan Lockhart 29 Jun 23 29 Jun 26 525,140 262,570 £191,676 74,953 £246,392
Will Hobman 29 Jun 23 29 Jun 26 363,128 181,564 £132,542 51,829 £170,377
• Both Allan Lockhart’s and Will Hobman’s FY24 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 73p to
31 March 2026. This value will be restated in the single figure table next year based on the actual
share price on the date of vesting.
• The share price at grant was 89.5p. Therefore, none of the value of the award is due to share
price appreciation.
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PSP awards granted in the year to 31 March 2026 (audited)
The following Performance Share Plan awards were granted to Executive Directors as nil cost
options on 1 July 2025:
Executive
Value of awards at
grant date
1
(% salary)
Number of shares
comprising award
% of award
vesting at
threshold
Vesting Period
EndłDate
Holding Period
EndłDate
Allan Lockhart £747,934 (150%) 1,014,148 25% 01 July 2028 01 July 2030
Will Hobman £517,190 (150%) 701,275 25% 01 July 2028 01 July 2030
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 73.75p.
Performance will be assessed from 1 April 2025 to 31 March 2028. The targets for both performance
conditions are as follows:
TSR ranking vs. UK REITs
(60% of award)
Total Accounting Return ranking vs.
UK REITs (40% of award)
Vesting
(%łofławard)
Below threshold Less than Median (50
th
łpercentile) Less than Median (50
th
łpercentile) 0%
Threshold Equal to Median (50
th
percentile) Equal to Median (50
th
percentile) 25%
Equal to 62.5
th
percentile Equal to 62.5
th
percentile 75%
Maximum
Equal to Upper Quartile
(75
th
łpercentile) and above
Equal to Upper Quartile (75
th
percentile) and above 100%
• 60% of each award may vest based on the Company’s TSR compared to a group of UK REITs.
• 40% 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
• Land Securities
Group
• British Land
• Derwent London
• Hammerson
• Great Portland
Estates
• Workspace Group
• Big Yellow Group
• Shaftesbury
Capital
• Unite Group
• Tritax Big Box Reit
• Grainger
• CLS Holdings
• Londonmetric Property
• Safestore Holdings
• Primary Health
Properties
Deferred Shares granted in the year to 31 March 2026 (audited)
Awards of Deferred Bonus Shares over the Company’s shares were granted to Executive Directors
as nil cost options in FY26 as shown below. The deferred share awards are based on 30% of the
bonus awarded for the year to 31 March 2025. 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
3
Allan Lockhart 209,280 £154,972 01 Jul 2025 01 Jul 2027
Will Hobman 144,716 £107,161 01 Jul 2025 01 Jul 2027
1. The five-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 74.05p.
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’.
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Summary of Directors’ Interests (audited)
The beneficial interests of the Executive Directors in share awards and share options as at 31 March 2026 are shown in the following tables.
Allan Lockhart
Grant Date Plan Vesting by
1
Share price at
date of award
£
Exercise
price
£ At 31 March 2025 Granted
Dividend equivalent
shares added
2
Lapsed Exercised
4
At 31 March 2026
Aug 2020 PSP Aug 2023 0.63 nil 341,068 – 16,474 – (357,542) -
Sept 2021 PSP Sept 2024 0.78 nil 395,014 – 38,085 – – 433,099
2
July 2022 PSP July 2025 0.88 nil 676,312 – 32,602 (338,156) – 370,758
3
June 2023 DBP June 2025 0.89 nil 193,708 – 9,390 – (203,098) -
June 2023 PSP June 2026 0.89 nil 615,686 – 59,361 – – 675,047
Sept 2024 DBP Sept 2026 0.82 nil 157,253 – 15,161 – – 172,414
Sept 2024 PSP Sept 2027 0.82 nil 611,746 – 58,983 – – 670,729
July 2025 DBP July 2027 0.74 nil – 209,280 9,568 – – 218,848
July 2025 PSP July 2028 0.74 nil – 1,014,148 46,369 – –
1,060,517
Total 2,990,787 1,223,428 285,993 (338,156) (560,640)
3,601,412
Will Hobman
Grant Date Plan Vesting by
1
Share price at
date of award
£
Exercise
price
£ At 31 March 2025 Granted
Dividend equivalent
shares added
2
Lapsed Exercised
5
At 31 March 2026
Sept 2021 PSP Sept 2024 0.78 nil 172,292 – 16,611 – – 188,903
2
July 2022 PSP July 2025 0.88 nil 467,662 – 22,544 (233,831) – 256,375
3
June 2023 DBP June 2025 0.89 nil 133,946 – 6,493 – (140,439) -
June 2023 PSP June 2026 0.89 nil 425,739 – 41,047 – – 466,786
Sept 2024 DBP Sept 2026 0.82 nil 108,738 – 10,483 – – 119,221
Sept 2024 PSP Sept 2027 0.82 nil 423,015 – 40,784 – – 463,799
July 2025 DBP July 2027 0.74 nil – 144,716 6,616 – – 151,332
July 2025 PSP July 2028 0.74 nil – 701,275 32,064 – –
733,339
Total 1,731,392 845,991 176,642 (233,831) (140,439)
2,379,755
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. Once vested the dividends will continue to accrue on the vested awards
during the holding period. The FY26 final dividend declared is not included in this figure.
3. Dividends continue to accrue on the vested awards during the holding period. Since vesting dividends of 32,602 have accrued to Allan’s vested awards and dividends of
22,544 have accrued to Will’s vested awards.
4. Allan Lockhart’s DBP awards were exercised on 9 December 2025. Some of the shares were sold to cover tax at a share price of 72.25p. The aggregate gain from exercising
the awards was £146,738. Allan Lockhart’s PSP awards were exercised on 12 December 2025. Some of the shares were sold to cover tax at a share price of 68.20p. The
aggregate gain from exercising the awards was £243,843.
5. Will Hobman’s awards were exercised on 9 September 2025. Some of the shares were sold to cover tax at a share price of 70.25p. The aggregate gain from exercising
these awards was £98,658.
DBP = Deferred Bonus Plan PSP = Performance Share Plan
Remuneration Committee Report continued
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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
2026
Value of
beneficially
owned shares as
% of salary
1
Vested but
unexercised DBP
awards held at
31 March 2026
Vested but
unexercised PSP
awards held at
31 March 2026
Unvested DBP
awards held at
31 March 2026
Value of holdings
including vested
PSP and unvested
DBP
2
Unvested PSP
awards held at
31 March 2026
Total including
all awards held
as at 31 March
2026
Shareholding %
ofłsalary
7
Allan Lockhart 1,022,017 139% – 803,857 391,262 £1,551,995 2,406,293 4,623,429 302%
Will Hobman 569,871 113% – 445,278 270,553 £899,991 1,663,924 2,949,626 254%
Lynn Fordham 187,500 – – – – – – 187,500 N/A
Alastair Miller 147,462 – – – – – – 147,462 N/A
Colin Rutherford ––––––––N/A
Charlie Parker 21,454––––––21,454 N/A
Dr Karen Miller 18,750 – – – – – – 18,750 N/A
Raj Dhawan
6
––––––––N/A
1. Based on the closing share price of 70p as at 31 March 2026 and salary for FY26.
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 126.
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.
6. Raj Dhawan was appointed to the Board on 13 October 2025. His starting balance is therefore with effect from 13 October 2025.
7. Shareholding made up of benefically owned shares, vested PSP and unvested DBP.
DBP = Deferred Bonus Plan PSP = Performance Share Plan
There have been no changes in the number of shares held from 31 March 2026 to 8 June 2026, being the latest practicable date before the publication
of this Annual Report.
Payments for loss of office and to past Directors (audited)
No payments have been made to past Directors or for loss of office.
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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).
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 2016 and values at intervening financial year ends over a
ten-year period to 31 March 2026. 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.
Total remuneration (£) Annual bonus (% of max) Total LTIP vesting (% of max)
2016 David Lockhart 1,792,205 100 50
2017 David Lockhart 1,341,958 66.7 76.3
2018 David Lockhart 1,012,946 77.3 13.1
2019 Allan Lockhart 911,972 64 –
2020
1
Allan Lockhart 543,239 – –
2021 Allan Lockhart 637,339 20 –
2022 Allan Lockhart 984,462 75 –
2023 Allan Lockhart 1,276,384 82.5 50
2024 Allan Lockhart 1,262,759 68 50
2025 Allan Lockhart 1,298,974 82.9 50
2026 Allan Lockhart 1,129,430 53 50
1. Allan Lockhart received no bonus in 2020.
NewRiver
FTSE 250
FTSE 350 REIT
50
100
150
200
FY26FY25FY24FY23FY22FY21FY20FY19FY18FY17FY16
Key
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CEO pay ratio
The ratio of the CEO’s pay to the 25
th
, 50
th
and 75
th
percentile is shown, along with the total pay for the employees at the three quartiles. Prior to FY25
the Group had fewer than 250 employees and so the CEO pay ratio was disclosed on a voluntary basis.
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 2026 and based on the CEO’s full salary.
The CEO ratio has been calculated for all permanent Group employees. Following the acquisition of Capital & Regional, which includes the Snozone
business, there are now a significant number of hourly-paid staff which impacts the outcome of the CEO ratio. The Committee has used the ratio as
part of the overall review of the implementation of the Remuneration Policy. In addition, the Committee is comfortable that the pay ratio is a fair and
accurate reflection of the differences to the level of pay of the CEO compared with the workforce more generally as well as the pay, reward and
progression policies.
Year Method 25
th
percentile pay ratio Median pay ratio 75
th
percentile pay ratio
FY26 Option A 41.7:1 36.2:1 19.6:1
FY25 Option A 47.4.1 46.4.1 17.3.1
FY24 Option A 17.7:1 13.2:1 7.6:1
FY23 Option A 19.2:1 12.6:1 6.6:1
FY22 Option A 17.2:1 12.7:1 7:1
FY21 Option A 19:1 9:1 7:1
FY20 Option A 34:1 17:1 8:1
The total pay for the individuals identified at the Lower quartile, Median and Upper quartile positions are set out below:
FY26 FY26
Salaries Total Pay
Upper quartile 54,939 57,553
Median 31,200 31,200
Lower quartile 26,000 27,040
Remuneration Committee Report continued
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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.
FY25/FY26 FY24/FY25 FY23/FY24 FY22/FY23 FY21/FY22
Directors Salary/fee Benefits
Annual
Bonus 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% 14% -35% 3% 4% 26% 3% 13% -15% 0% 50% 10% 0% 18% 369%
Will Hobman
1
3% 7%
-35%
3% 4% 26% 3% 18% -15% 0% 33% 9% N/A N/A N/A
Non-Executive
Directors
Lynn Fordham
2
3% N/A N/A 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Alastair Miller 3% N/A N/A 3% N/A N/A 3% N/A N/A 0% N/A N/A 0% N/A N/A
Charlie Parker 3% N/A N/A 3% N/A N/A 3% N/A N/A 0% N/A N/A 0% N/A N/A
Colin Rutherford 3% N/A N/A 3% N/A N/A 3% N/A N/A 6% N/A N/A 60% N/A N/A
Dr Karen Miller
3
3% N/A N/A 3% N/A N/A 3% N/A N/A N/A N/A N/A N/A N/A N/A
Margaret Ford
5
N/A N/A N/A N/A N/A N/A 3% N/A N/A 0% N/A N/A 0% N/A N/A
Raj Dhawan
6
N/A N/A N/A
All Employees
4
3% 13% -55% 7% 15% 14% 6% 12% -8% 5% 20% 96% 5% 20% 96%
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. Lynn Fordham was appointed to the Board on 21 March 2024. For ease of comparison, we have compared her pay on a pro-rated basis
3. 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
4. All employees are used as there are no employees of the listed parent company.
5. Margaret Ford stepped down from the Board on 30 May 2024. For ease of comparison, we have compared her pay on a pro-rated basis
6. Raj Dhawan was appointed to the Board on 13 October 2025 For ease of comparison, we have compared his pay on a pro-rated basis
Relative importance of spend on pay
The table below shows employee pay and distributions to shareholders for FY26 and FY25.
FY26 £’000 FY25 £’000 % difference from prior year
Total spend on employee pay
1
10,709 10,429 2.7%
Total distributions to shareholders 29,684 24,108 23.1%
Share Buybacks 36,125 – 100%
1. Includes salaries, bonuses, social security costs and pension costs as shown in the notes to the Financial Statements.
Remuneration Committee Report continued
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Implementation of the Policy in FY27
The section below sets out the implementation of the Remuneration Policy in FY27. A summary of
changes to the implementation of the policy are set out in the Chair’s statement on page 111.
Salaries and fees
The base salaries for FY27 are set out below:
Executive Salary for FY26 Salary for FY27 % increase
Allan Lockhart – Chief Executive Officer £513,582 £529,989 3%
Will Hobman – Chief Financial Officer £355,136 £408,000 15%
The Committee also reviewed the Chair fees, and the Board (minus the Non-Executive Directors),
reviewed the Non-Executive Director fees. As a result of these reviews, the Chair fee, NED base
fee and the Committee Chair fees were increased by 3%. The fee for serving as Senior Independent
Non-Executive Director was increased by 26% to bring it in line with the Committee Chair fee.
The fees for the Chair and Non-Executive Directors in FY26 and FY27 are set outłbelow:
Director Fees for FY26 Fees for FY27 % increase
Chair £169,744 £174,836 3%
Basic fee for a Non-Executive Director £54,600 £56,238 3%
Additional fee for serving as Chair of
thełAuditłandłRemuneration Committees £10,000 £10,300 3%
Additional fee for serving as the Senior Independent
Non-Executive Director £8,195
£10,300
26%
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 FY26, the bonus will be based on financial and corporate measures as well as personal
strategic objectives.
Long-term incentives – Performance Share Plan
The Committee intends to grant LTIP awards to Executive Directors of 150% 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 FTSE All Share REIT Index 60% Median 62.5 percentile Upper Quartile
Relative TAR vs FTSE All Share REIT Index 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
Charlie Parker
Committee Chair
16 June 2026
Remuneration Committee Report continued
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Directors’ report
Principal activities and status
NewRiver REIT plc (the ‘Company’) is an equity
shares (commercial companies) 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
175 to 178.
Governance
The Financial Reporting Council updated the
2018 Corporate Governance Code in January
2024 (the ‘2024 Code’). Further information on
the 2024 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 89.
Results and dividend
The Directors have proposed a final dividend of
3.6 pence per share. Together with the interim
dividend of 3.1 pence, the total dividend for
FY26 is 6.7 pence. The final dividend is payable
on 07 August 2026 to shareholders on the
register as at 19 June 2026. 3.6 pence will be
paid as a Property Income Distribution (‘PID’)
net of withholding tax where appropriate. The
Company will be offering a scrip dividend
alternative. A dividend of 6.5 pence per share
was paid in FY25.
The Board
The Directors, who served throughout the year
unless stated otherwise, are detailed below:
Service in the year to 31 March 2026
Lynn Fordham Served throughout the year
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
Rajat Dhawan Appointed 13 October 2025
Unless stated otherwise, 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 91 and
92.
The Directors present their
report together with the audited
consolidated financial statements
and the report of the auditor for
the year ended 31 March 2026.
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Additional information
The Strategic Report is set out on pages 01 to 87 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 UK Listing
Rules of the Financial Conduct Authority, can be located as follows:
Found on page
s.172 statement Page 38
Staff, culture and employee involvement Staff – pages 39, 40, 55 and 60 to 62
Directors’ interests Pages 124 to 127 of the Directors’
Remuneration Report
Stakeholder engagement Strategic Report – pages 37 to 43
Statement on business relationships Strategic Report – pages 37 to 43
Environmental policy ESG Report – pages 44 to 71
Greenhouse gas emissions ESG Report – pages 44 to 71
Future business developments Strategic Report – pages 01 to 87
Financial risk management objectives and policies Pages 72 to 84 and pages 167 to 170
Going concern Page 86 and 147
Viability statement Page 85 and 86
Governance report Pages 88 to 135
Diversity Pages 60 to 62 and 104 to 105
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 88 to 101.
Directors’ interests
Details of the Directors’ share interests can be
found in the Directors’ Remuneration Report on
pages 124 to 127. All related party transactions
are disclosed in note 25 to the financial
statements.
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 2026, 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 tables below show the interests in shares
notified to the Company in accordance with
Chapter 5 of the Disclosure Guidance and
Transparency Rules of the Financial Conduct
Authority as at 31 March 2026 and as at
08 June 2026 (being a date not more than one
month prior to the date of the Notice of AGM):
As at 31 March 2026
Shareholder Number of shares
% of issued share
capital
FIL Limited 52,984,623 11.17%
Royal London
Asset Management 23,050,702 5.41%
Premier Miton 21,313,966 4.95%
M&G Plc 16,245,439 3.41%
As at 08 June 2026
Shareholder Number of shares
% of issued share
capital
FIL Limited 52,984,623 11.17%
Royal London
Asset Management 23,050,702 5.41%
Premier Miton 21,313,966 4.95%
M&G Plc 16,245,439 3.41%
Directors’ report continued
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had no plans to commence any share buyback
programme, the Directors sought a renewal of
the share buyback authority at a General
Meeting on 24 February 2026. The buyback
resolution expires 15 months after it was passed
or at the end of the Annual General Meeting in
2026. The Directors will seek to renew this
authority at the Annual General Meeting in July
2026. 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 Directors’ Remuneration
Policy set out on pages 114 to 117.
Auditor
Forvis Mazars LLP have indicated their
willingness to continue in office and a resolution
seeking to re-appoint Forvis Mazars LLP will be
proposed at the forthcoming AGM.
Directors’ report continued
Annual General Meeting
The Annual General Meeting will be held on
28 July 2026. At the meeting, resolutions will be
proposed to receive the Annual Report and
financial statements, approve the Directors’
Remuneration Report and approve the
Remuneration Policy, approve a final dividend,
re-elect Directors and re-appoint the 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. There will also be a
resolution to renew the scrip dividend scheme.
An explanation of the resolutions to be put to
the shareholders at the 2026 AGM and the
recommendations in relation to them will be set
out in the 2026 AGM Notice.
Political donations
No political donations were made by the
Company or its subsidiaries during the year
(2025: Nil).
Post Balance Sheet Events
In April 2026, we agreed a new unsecured
£240m facility comprising a £120m Term
Facility Commitment and a £120m Revolving
Credit Facility (RCF) subject to the same
financial covenants as the existing undrawn
RCF.
The Directors’ Report was approved by the
Board of Directors on 16 June 2026.
By Order of the Board
Kerin Williams
Company Secretary
16 June 2026
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.
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 23 to the Group’s financial
statements.
Share capital structure
As at 31 March 2026, the Company’s issued
share capital consisted of 433,053,442 ordinary
shares of one pence each. No shares are held in
treasury. As at 31 March 2026, the EBT held
2,376,775 ordinary shares. Therefore, the total
number of voting rights in the Company is
430,676,667. Further details of the share
capital, including changes throughout the year,
are summarised in note 21 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 of
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 2025,
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. On 13 August 2025,
the Company purchased 47,708,400 Ordinary
Shares in the Capital of the Company from
Growthpoint Properties Limited, representing
approximately 10% of the Company’s issued
share capital at a price of 75 pence per
Ordinary Share. The acquired shares were
cancelled. This buyback was executed in
accordance with the parameters and limits set
out in the market purchase authority granted to
the Company at its Annual General Meeting
held on 31 July 2025. Although the Directors
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Statement of Directors’ responsibilities
in respect of the financial statements
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
16 June 2026
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Independent auditor’s report to the members
ofłNewRiverłREIT plc
Auditor's report
Opinion
We have audited the financial statements of NewRiver REIT plc (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 31 March 2026 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Cash Flow
Statement, the Consolidated Statement of Changes in Equity, the Notes to the Consolidated
Financial Statements, including material accounting policy information, the Company Balance Sheet,
the Company Statement of Changes in Equity and the Notes to the Company Financial Statements,
including material accounting policy information.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and UK-adopted international accounting standards. The financial
reporting framework that has been applied in the preparation of the Parent Company financial
statements is applicable law and UK Accounting Standards, including FRS 101 “Reduced Disclosure
Framework” (UK Generally Accepted Accounting Practice) and as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
31 March 2026 and of the Group’s profit for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards
and, as regards the Parent Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the
“Auditor’s responsibilities for the audit of the financial statements” section of our report. We are
independent of the Group and the Parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities and public interest entities and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our audit procedures to evaluate the Directors’ assessment of the Group’s and the Parent
Company's ability to continue to adopt the going concern basis of accounting included but were
not limited to:
• Undertaking an initial assessment at the planning stage of the audit to identify events or
conditions that may cast significant doubt on the Group’s and the Parent company’s ability to
continue as a going concern;
• Obtaining an understanding of controls and processes operated by the Group and the Parent
company around the preparation, review and approval of the going concern assessment and risks
associated with non-compliance with loan covenants;
• Making enquiries of the Directors to understand the period of assessment considered by them,
the assumptions they considered and the implication of those when assessing the Group’s and
the Parent Company’s future financial performance;
• Reviewing the terms of loan contracts to determine whether forecast covenant calculations were
in line with those contracts and to determine whether the maturity profile of the debt included
within the projections was accurate;
• Obtaining and verifying the underlying cash flow projections to Board approved forecasts
including assessing Management’s controls in assessing the viability of the Group’s tenant profile;
• Evaluating and challenging the appropriateness of the Directors’ assumptions in their cash flow
forecasts, under both a base case scenario and a reasonable worst-case scenario, by reviewing
supporting and contradictory evidence in relation to key assumptions and assessing the
Directors’ consideration of appropriate sensitivities in the severe but plausible scenario from the
base case scenario, including the Group’s stretched Loan-to-Value position, investment property
valuation and net rental income;
• Evaluating 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;
• Testing the mathematical integrity of the cash flow forecasts used to support the Director’s going
concern assessment;
• Testing the completeness and accuracy of historical data included in the Board approved going
concern assessment;
• Considering the consistency of the Directors’ forecasts with other areas of the financial
statements and our audit; and
• Evaluating the appropriateness of the Directors’ disclosures in the financial statements on going
concern.
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 Parent 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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
In relation to NewRiver REIT plc’s reporting on how it has 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 Director’s considered it appropriate to adopt the going
concern basis of accounting.
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Strategic Report Financial Statements

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our 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) we identified, 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 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.
We summarise below the key audit matters in forming our opinion above, together with an overview
of the principal audit procedures performed to address each matter and our key observations
arising from those procedures.
These matters, together with our findings, were communicated to those charged with governance
through our Audit Completion Report.
Key Audit Matter How our scope addressed this matter
Valuation of Investment
Properties (Group)
Refer to the Audit Committee’s
discussion of this Key Audit
Matter on page 108, Note 1
Accounting policies ‘Investment
properties’, Note 2 Critical
accounting judgments and
estimates ‘Investment property’
and Note 3 Investment Properties.
Investment properties, excluding
the right of use asset on
investment property of
£51.5 million (31 March
2025: £51.5 million), have a
carrying value of £797.1 million at
31 March 2026 (31 March
2025: £887.5 million), comprising
78% (31 March 2025: 84%) of the
Group’s Total Assets.
The value of investment
properties is the key driver of the
Group’s underlying performance
and involves a significant level of
judgment in ascertaining the fair
value under IFRS 13. The valuation
of the investment properties is
inherently subjective due to,
among other factors, the
individual nature of each property,
its location and the expected
future rentals. The wider
challenges currently facing the
real estate sector, because of
regional and macroeconomic
factors, further contributed to the
subjectivity in establishing
valuations for the year ended
31 March 2026.
Our audit procedures included, but were not limited to:
• Obtaining an understanding of the controls in place for
Management’s review of third-party valuations
prepared by the Group’s external valuers. This included
discussions with Management and walkthroughs to
assess the design and implementation of these controls.
• Engaging our in-house RICS-qualified property valuation
specialists to independently assess the work of the
external valuers, including but not limited to:
• Evaluating the competence, capabilities, independence
and objectivity of the Group’s external valuers.
• Obtaining the valuation report and assessing whether
the valuation methodologies were consistent with
RICS Valuation - Professional Standards and UK-
adopted International Accounting Standards.
• Evaluating key assumptions and estimates, including
estimated rental values, yields, tenancy data and
comparing these against market benchmarks and
published yield data.
• Considering recent comparable market transactions
used by the Group’s external valuers to support the
valuations.
• Attending key discussions with the Group’s asset
managers and external valuers appointed to challenge
and gain an understanding of significant judgments
and assumptions applied in the valuation model.
• Testing the mathematical accuracy of the valuation
models.
• Testing the completeness and accuracy of underlying
data inputs used in the valuation model by inspecting
lease contracts and comparing the information in the
lease tenancy schedule to data used in the valuation
report on a sample basis.
• Testing the capital expenditure assumptions used by
the external valuers by tracing back to verifiable
evidence on a sample basis.
• Reviewing the adequacy of the disclosure in thełfinancial
statements, including the valuation methodology,
assumptions and fair value hierarchyłused.
Auditor's report continued
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Strategic Report Financial Statements

Key Audit Matter How our scope addressed this matter
Valuation of Investment
Properties (Group)
continued
The valuations are carried out by
external valuers, Colliers, Knight
Frank and Kroll. The external
valuers are engaged by the
Directors and performed their
work in accordance with the Royal
Institute of Chartered Surveyors
(“RICS”) Valuation – Professional
Standards, the requirements of
IAS 40 ‘Investment property’ and
IFRS 13 ‘Fair value measurement’.
In determining the value of
investment properties, the
external valuers consider property
specific information such as
current tenancy agreements and
rental income. The external
valuers then apply judgmental
assumptions to the investment
properties such as, but not limited
to, estimated rental value (‘ERV’)
and yield, which are influenced by
prevailing market conditions and,
where appropriate, comparable
market transactions to arrive at
the final valuation.
As a result of the above factors,
the valuation of investment
properties is considered to be a
Key Audit Matter.
Our observations
Based on the work performed and evidence obtained, we
consider the methodology and assumptions used to value
the investment properties to be appropriate.
Key Audit Matter How our scope addressed this matter
Revenue recognition –
Occurrence and Accuracy
of Rental Income (Group)
Refer to Note 1 Accounting
policies ‘Revenue recognition
- Property, rental and related
income’ and Note 4 Revenue
‘Rental related income’.
Rental-related income, excluding
car park income of £11.0 million
(31 March 2025: £7.0 million), has
a carrying value of £70.3 million at
31 March 2026 (31 March
2025: £52.8 million), comprising
53% (31 March 2025: 58%) of the
Group’s Total Revenue.
Rental income is a key driver of
the Group’s underlying European
Public Real Estate Association
(‘EPRA’) performance (refer to
Note 11 of the financial statements
which includes a reconciliation
between IFRS and EPRA earnings).
There is a risk that revenue in
relation to the rental income may
not be accurately recognised as
well as the potential to record
fictitious revenues.
As a result of the above factors,
the occurrence and accuracy of
rental-related income is
considered to be a Key Audit
Matter.
Our audit procedures included, but were not limited to:
• Obtaining an understanding of the revenue recognition
process and related controls. This included discussions
with Management and walkthroughs to assess the
design and implementation of these controls;
• Performing tests of controls related to the
completeness and accuracy of the tenancy schedules;
• Performing substantive analytical procedures to
develop an expectation of rental income to be
recognised during the year and comparing this to actual
results;
• Performing test of details by assessing a sample of
lease agreements / amendments, and agreeing the
relevant terms, including passing / headline rent, start
date, end date and lease incentives to property
manager reports and bank statements;
• Recalculating rental income for a sample of leases in
accordance with IFRS 16, including any related incentive
adjustments; and
• Assessing revenue-related journal entries to identify
potential indicators of management override of controls.
Our observations
Based on the work performed and evidence obtained,
we concluded the risk of material misstatement of the
occurrence and accuracy of rental income was reduced to
an acceptable level.
Auditor's report continued
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Strategic Report Financial Statements

Our application of materiality and an overview of the scope of
our audit
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 on the financial statements as a whole. Based on our professional judgment, we
determined materiality for the financial statements as a whole as follows:
Group materiality
Overall
materiality
£10.2m (2025: £10.5m)
How we
determinedłit
1% of Group total assets (2025: 1% of Group total assets)
Rationale for
benchmark
applied
We determined materiality based on total assets given the valuation of
investment properties is the key determinant of the Group’s value.
Performance
materiality,
specific
materiality
andłspecific
performance
materiality
Performance materiality is set to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole.
Based on our risk assessments and evaluation of the Group’s overall
control environment we set performance materiality at £6.6m
(2025: £5.3m), which represents 65% (2025: 50%) of overall materiality.
We have applied a lower specific materiality threshold of £1.7m
(2025: £1.4m), which represents 5% of the Group’s 2026 EPRA earnings, for
testing all balances impacting EPRA earnings. We set specific performance
materiality at £1.1m (2025: £0.7m), which represents 65% (2025: 50%) of
the specific materiality.
In arriving at this materiality, we have regard to the fact that EPRA earnings
are a secondary financial indicator of the Group (refer to Note 11 of the
financial statements which includes a reconciliation between IFRS and
EPRA earnings). This materiality was used in the audit of operating
activities.
Reporting
threshold
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £0.3m (2025: £0.3m) as
well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Parent Company materiality
Overall materiality £9.1m (2025: £9.3m)
How we
determinedłit
1% of Parent Company total assets (2025: 1% of Parent Company
totalłassets)
Rationale for
benchmark applied
We determined materiality based on total assets given that NewRiver
REIT plc is a holding company in the Group and the investment in
subsidiaries is the key determinant of the Parent Company’s value.
Performance
materiality
Performance materiality is set to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole.
Based on our risk assessments and evaluation of the Parent Company’s
overall control environment we set performance materiality at £5.9m
(2025: £4.6m), which represents 65% (2025: 50%) of overall materiality.
Reporting threshold We agreed with the Directors that we would report to them
misstatements identified during our audit above £0.3m (2025: £0.3m)
as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
As part of designing our audit, we assessed the risk of material misstatement in the financial
statements, whether due to fraud or error, and then designed and performed audit procedures
responsive to those risks. In particular, we looked at where the Directors made subjective
judgments, such as assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an
opinion on the financial statements as a whole. We used the outputs of our risk assessment, our
understanding of the Group and the Parent Company, their environment, controls, and critical
business processes, to consider qualitative factors to ensure that we obtained sufficient coverage
across all financial statement line items.
Our Group audit scope included an audit of the Group and the Parent Company financial statements.
Based on our risk assessment, the components that are subjected to a full-scope audit account for
99% of the Group’s consolidated total assets, 97% of the Group’s consolidated revenue and 87% of
the Group’s consolidated expenses. These components, including the Parent Company, were audited
by the Group audit team. For the residual components, we performed specific procedures, including
analytical review, testing of consolidation journals and intercompany eliminations, to respond to any
potential risks of material misstatement of the Group financial statements.
At the Parent Company level, the Group audit team also tested the consolidation process and
carried out analytical procedures to confirm our conclusion that there were no significant risks of
material misstatement of the aggregated financial information.
Auditor's report continued
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Strategic Report Financial Statements

Other information
The other information comprises the information included in the Annual Report and Accounts other
than the financial statements and our auditor’s report thereon. The Directors are responsible for the
other information. Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
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 course of audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. 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 in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements and those
reports have been prepared in accordance with applicable legal requirements;
• the information about internal control and risk management systems in relation to financial
reporting processes and about share capital structures, given in compliance with rules 7.2.5 and
7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial
Conduct Authority (the FCA Rules), is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements; and
• information about the Parent Company’s corporate governance code and practices and about its
administrative, management and supervisory bodies and their committees complies with rules
7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit, we have not identified material misstatements in the:
• Strategic report or the Directors’ report; or
• information about internal control and risk management systems in relation to financial reporting
processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the
FCA Rules.
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the Parent Company.
Corporate governance statement
The Listing Rules require us to review the Directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to NewRiver
REIT plc's compliance with the provisions of the UK Corporate Governance Statement specified for
our review.
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 or our knowledge obtained during the audit:
• Directors' statement with regards the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified, set out on page 110;
• Directors’ explanation as to their assessment of the entity’s prospects, the period this
assessment covers and why the period is appropriate, set out on page 110;
• Directors’ statement on whether they have a reasonable expectation that the Group will be able
to continue in operation and meets its liabilities, set out on page 110;
• Directors' statement on fair, balanced and understandable, set out on page 110;
• Board’s confirmation that it has carried out a robust assessment of the e-merging and principal
risks, set out on page 75;
• The section of the annual report that describes the review of effectiveness of risk management
and internal control systems, set out on page 72; and;
• The section describing the work of the audit committee, set out on page 106.
Auditor's report continued
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Strategic Report Financial Statements

Auditor's report continued
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 135, the
Directors are responsible for the preparation of the financial statements and for being satisfied that
they give a true and fair view, and for such internal control as the Directors 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 Parent 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 Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financialłstatements
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 auditor’s
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below.
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.
Based on our understanding of the Group and the Parent Company and their industry, we
considered that non-compliance with the following laws and regulations might have a material
effect on the financial statements including compliance with Real Estate Investment Trust (REIT)
requirements, RICS Valuation – Professional Standards, employment regulation and anti-money
laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying
and assessing the risks of material misstatement in respect to non-compliance, our procedures
included, but were not limited to:
• Gaining an understanding of the legal and regulatory framework applicable to the Group and the
Parent Company, the industry in which they operate, and the structure of the Group, and
considering the risk of acts by the Group and the Parent Company which were contrary to the
applicable laws and regulations, including fraud;
• Inquiring of the Directors, Management and, where appropriate, those charged with governance,
as to whether the Group and the Parent Company are in compliance with laws and regulations,
and discussing their policies and procedures regarding compliance with laws and regulations;
• Inspecting correspondence with relevant licensing or regulatory authorities;
• Reviewing minutes of meetings of Directors and those charged with governance in the year; and
• Discussing amongst the engagement team the laws and regulations listed above, and remaining
alert to any indications of non-compliance.
We also considered those laws and regulations that have a direct effect on the preparation of the
financial statements, such as the Listing Rules, UK Corporate Governance Code, Disclosure Guidance
and Transparency Rules, UK Tax legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the Directors’ and Management’s incentives and opportunities for
fraudulent manipulation of the financial statements, including the risk of management override of
controls, and determined that the principal risks related to posting manual journal entries to
manipulate financial performance, management bias through judgments and assumptions in
significant accounting estimates, in particular in relation to valuation of investment properties,
impairment of investment in subsidiaries, revenue recognition (which we pinpointed to the
accuracy and occurrence assertions), and significant one-off or unusual transactions.
Our procedures in relation to fraud included but were not limited to:
• Making enquiries of the Directors and Management on whether they had knowledge of any actual,
suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud;
• Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
• Reading minutes of meetings of the Directors and those charged with governance;
• Addressing the risks of fraud through management override of controls by performing journal
entry testing; and
• Assessing whether the judgments made in key sources of estimation uncertainty may be
indicative of a potential management bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal scope of business.
The primary responsibility for the prevention and detection of irregularities, including fraud, rests
with both those charged with governance and Management. As with any audit, there remained a risk
of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal controls.
The risks of material misstatement that had the greatest effect on our audit are discussed in the
“Key audit matters” section of this report.
A further description of our responsibilities is available on the Financial Reporting Council’s website
at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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Auditor's report continued
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the shareholders on
5 August 2024 to audit the financial statements for the year ending 31 March 2025 and subsequent
financial periods. The period of total uninterrupted engagement is two years, covering the years
ending 31 March 2025 to 31 March 2026.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or
the Parent Company and we remain independent of the Group and the Parent Company in
conducting our audit.
Our audit opinion is consistent with our additional report to the Audit Committee.
Use of the audit report
This report is made solely to the Company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to
the Company’s members those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body for our
audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules, these
financial statements will form part of the electronic reporting format prepared annual financial
report filed on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s
report provides no assurance over whether the annual financial report has been prepared using the
correct electronic reporting format.
Nargis Shaheen Yunis (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
16 June 2026
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Consolidated Statement of Comprehensive Income
For the year ended 31 March 2026
Year ended 31 March 2026
Year ended 31 March 2025
Revenue
4
131. 0
–
131.0
90.5
–
90.5
Property operating expenses*
5
(62. 6)
–
(62. 6)
(34.3)
–
(34.3)
Net property income
68.4
–
68. 4
56.2
–
56.2
Administrative expenses
6
(19. 0)
–
(19. 0)
(18.5)
–
(18.5)
Share of profit from associates
14
(0. 5)
0. 1
(0. 4)
0.2
(0.1)
0.1
Net property valuation movement
13
–
4. 2
4. 2
–
2.1
2.1
Loss on disposal of subsidiary
7
(0. 9)
–
(0. 9)
–
–
–
Loss on disposal of investment properties
8
(3. 6)
–
(3. 6)
(0.9)
–
(0.9)
Operating profit
44. 4
4. 3
48. 7
37.0
2.0
39.0
Finance income
9
2. 9
–
2. 9
5.3
–
5.3
Finance costs
9
(20. 3)
–
(20. 3)
(17.6)
–
(17.6)
Profit for the year before taxation
2 7 .0
4.3
3 1.3
24.7
2.0
26.7
Taxation
10
0. 6
(0. 2)
0. 4
–
(3.0)
(3.0)
Profit for the year
2 7 .6
4.1
3 1 .7
24.7
(1.0)
23.7
Total comprehensive profit for the year
31. 7
23.7
Basic (pence)
11
7. 1
6.3
Diluted (pence)
11
7. 1
6.3
* Included in property operating expenses is an expected credit loss charge of £0.7 million (2025: £0.3 million reversal).
The notes on pages 147 to 171 form an integral part of these financial statements.
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Consolidated Balance Sheet
As at 31 March 2026
Investment properties
13
848. 6
939.0
Right of use asset
20
23.3
18.1
Investments in associates
14
2. 4
5.3
Property, plant and equipment
4. 2
3.8
Goodwill
15
3. 6
3.6
Intangible asset
15
0. 5
0.9
Total non-current assets
882. 6
970.7
Trade and other receivables
16
23. 9
22.1
Cash and cash equivalents
17
115. 5
61.3
Total current assets
139. 4
83.4
Total assets
1, 022. 0
1,054.1
Trade and other payables
18
46. 9
53.4
Lease liability
20
1. 8
1.8
Total current liabilities
48. 7
55.2
Lease liability
20
77. 2
71.8
Deferred tax liability
10
0. 2
–
Borrowings
19
438. 3
437.0
Total non-current liabilities
515. 7
508.8
Net assets
457. 6
490.1
Share capital
21
4. 3
4.7
Share premium
56. 4
53.9
Merger reserve
74. 3
74.3
Investment in own shares
(2. 9)
(1.4)
Capital Redemption Reserve
0. 4
–
Retained earnings
325. 1
358.6
Total equity
457. 6
490.1
Basic
11
106p
103p
Diluted
11
106p
102p
EPRA NTA
11
105p
102p
The notes on pages 147 to 171 form an integral part of these financial statements.
The financial statements on pages 143 to 146 were approved by the Board of Directors on 16 June
2026 and were signed on its behalf by:
Allan Lockhart
Chief Executive Officer
Will Hobman
Chief Financial Officer
Registered number: 10221027
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Consolidated Cash Flow Statement
For the year ended 31 March 2026
Profit for the year before taxation
31. 3
26.7
Loss on disposal of investment properties
8
3. 6
0.9
Loss on disposal of subsidiary
7
0. 9
–
Net valuation movement
13
(4. 2)
(2.1)
Net valuation movement in associates
14
(0. 1)
0.1
Share of loss / (profit) from associates
14
0. 5
(0.2)
Amortisation of tenant incentives
0. 3
–
Net interest expense
9
17. 4
12.3
Rent free lease incentives
(2. 0)
(0.6)
Expected credit loss charge / (reversal)
5
0. 7
(0.3)
Amortisation of legal and letting fees
1. 2
(0.3)
Amortisation of intangible assets
0. 4
0.3
Depreciation on property plant and equipment and right of use assets
2. 9
1.1
Share-based payment expense
1.4
1.2
Cash generated from operations before changes in working capital
54.3
39.1
(Increase) / decrease in trade and other receivables
(0.6)
1.6
Decrease in payables and other financial liabilities
(1. 6)
(1.0)
Cash generated from operations
52.1
39.7
Interest paid
(18.9)
(17.5)
Interest income
2. 9
5.8
Corporation tax received
0. 6
–
Dividends received from associates
14
0. 5
0.4
Net cash generated from operating activities
37. 2
28.4
Repayment of long term Shareholder loan by associate / (return of
investment from associate)
2.0
(0.1)
Disposal proceeds from joint venture
–
0.1
Disposal of investment properties
8
43. 4
3.0
Disposal of subsidiary
57. 3
–
Development and other capital expenditure
(16. 4)
(9.7)
Purchase of plant and equipment
(1. 2)
–
Cash paid for Capital & Regional acquisition, including transaction costs
15
–
(81.8)
Cash acquired in Capital & Regional acquisition
15
–
25.8
Acquisition of subsidiaries, net of cash acquired
–
(5.1)
Net cash generated from / (used in) investing activities
85.1
(67.8)
Repayment of principal portion of lease liability
(1.9)
(1.0)
Purchase of own shares
(2. 3)
–
Share buyback
(36. 1)
–
Loan repayment
–
(58.0)
Equity placing and retail offer
21
–
48.7
Dividends paid – ordinary
12
(27. 8)
(21.8)
Net cash used in financing activities
(68. 1)
(32.1)
Cash and cash equivalents at beginning of the year
61. 3
132.8
Net increase / (decrease) in cash and cash equivalents
54.2
(71.5)
Cash and cash equivalents at 31 March
115. 5
61.3
* The movement in trade and other receivables and payables and other liabilities varies from the movement in note
16 and 18 due to acquisitions made in the prior year and other non-working capital changes in the current and
prior year.
The notes on pages 147 to 171 form an integral part of these financial statements.
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Consolidated Statement of Changes in Equity
For the year ended 31 March 2026
As at 1 April 2024
3.1
4.0
(2.3)
(3.0)
–
359.3
361.1
Profit for the year after taxation
–
–
–
–
–
23.7
23.7
Total comprehensive profit for the year after taxation
–
–
–
–
–
23.7
23.7
Issue of new shares
–
1.8
–
–
–
–
1.8
Equity placing and retail offer
21
0.6
48.1
–
–
–
–
48.7
Share-based payments
22
–
–
–
1.6
–
(0.4)
1.2
Consideration shares
21
1.0
–
76.6
–
–
–
77.6
Dividends paid
12
–
–
–
–
–
(24.0)
(24.0)
As at 31 March 2025
4. 7
53. 9
74.3
(1. 4)
–
358.6
490. 1
Profit for the year after taxation
–
–
–
–
31.7
31.7
Total comprehensive profit for the year after taxation
–
–
–
–
–
31.7
Issue of new shares
–
2 . 5
–
–
–
–
2.5
Share buyback
21
(0. 4)
–
–
–
0. 4
(36. 1)
(36. 1)
Share-based payments
22
–
–
–
0 .8
–
0 .6
1.4
Purchase of own shares
21
–
–
–
(2. 3)
–
–
(2. 3)
Dividends paid
12
–
–
–
–
–
(29. 7)
(29. 7)
As at 31 March 2026
4. 3
56. 4
74. 3
(2. 9)
0. 4
325. 1
457. 6
The notes on pages 147 to 171 form an integral part of these financial statements.
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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 the Disclosure and Transparency Rules of the Financial Conduct Authority, in
accordance with UK-adopted International Accounting Standards and within the requirements of
the Companies Act 2006.
Going concern
The Group’s going concern assessment considers the Group’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’s debt structure within its financial covenants. The Group’s
balance sheet is predominantly unsecured, which means that the majority of its debt is not secured
against any of its property assets – a structure that affords significant operational flexibility.
The principal 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 only other debt currently drawn by the Group is the single facility that we retained following the
acquisition of Capital & Regional in December 2024, the £140 million “Mall” facility secured against
three of the assets acquired as part of the Capital & Regional transaction with a coupon of 3.5% and
which matures in January 2028.
In April 2026, NewRiver agreed a new unsecured £240 million facility comprising a £120 million Term
Facility Commitment and a £120 million Revolving Credit Facility (RCF).
The £120 million Term Facility Commitment will be drawn to repay the Mall facility in full (including
£20 million from available cash) upon the expiry of the Mall facility’s 3.5% coupon in January 2027,
thereby extending maturity to April 2030 (with further extensions available to April 2033 at lender
consent) and returning the Group to a fully unsecured balance sheet.
The £120 million RCF represents an increase of £20 million on the previous facility, remains undrawn
and has thereby extended the maturity on this available source of liquidity to April 2031 (with
further extensions available to April 2033 at lender consent).
The financial covenants that the Group is required to comply with on the new Term Facility
Commitment and RCF remain the same as the previous undrawn RCF including an LTV covenant of
less than 60% and a 12 month historical interest cover ratio of more than 1.75x.
As the existing £140 million “Mall” facility will be repaid in full by the new Term Facility Commitment
and modest available cash in January 2027, and could if required be repaid in full at any point
before January 2027 by available cash and facilities, our Going Concern assessment focuses on the
covenants attached to the unsecured corporate bond and new unsecured Term Facility
Commitment outlined above.
The going concern assessment is based on an at least 12 month outlook from the date of the
approval of these financial statements, using the Group’s Board approved budget, flexed to create a
reasonable worst case scenario, which includes the key assumptions listed below.
• Capital values to decrease 5% during FY27 and remain flat throughout the remainder of the
forecast horizon, in contrast to the growth of +0.7% across the portfolio in the year to March
2026, including +1.0% growth in our Core Shopping Centres and +0.7% in our Retail Parks, which
together represent 96% of our Portfolio looking forwards;
• A 15% reduction in net income. This reflects a significant downside given rent collection rates are
high and stable at 99% for FY25 and FY26 rental billings and occupancy rates have been
maintained at a high 95%; and
• No disposal proceeds assumed throughout the forecast period, despite the completion of an
average of c.£45 million of disposals in each of the five years ending 31 March 2026, including
£110 million of disposals in the current year ending 31 March 2026.
Under this scenario, the Group 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, in relation to the drawn corporate bond
the Group could absorb a further valuation decline of 28% or a further 44% reduction in annual net
rental income before breaching applicable debt covenant levels referenced above, and in relation to
the new Term Facility Commitment, once drawn, the Group could absorb further valuation decline
of 22% or a further 34% reduction in annual net rental income before breaching applicable debt
covenant levels reference above. The Group 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.
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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 and interest
received is presented within operating cash flows because this most appropriately reflects the
Group’s business activities.
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 associates using the equity method of
accounting per IFRS 11 and IAS 28 respectively. The financial statements for the year ended 31 March
2026 have been prepared on the historical cost basis, except for the revaluation of investment
properties.
New standards and amendments
The Group has adopted the following amendments for the first time in the year ended 31 March 2026:
Amendments
• Amendment to IAS 1 - Non-current liabilities with covenants
• Amendment to IFRS 16 - Leases on sale and leaseback
• Amendments to IAS 21 – Lack of Exchangeability
• Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements
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 2025, unless otherwise
stated.
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 after 1 April 2026;
• IFRS 18 – Presentation and Disclosure in Financial Statements**
• IFRS 19 – Subsidiaries without Public Accountability: Disclosures**
** The Group is currently reviewing the impact of IFRS 18 on the accounts but we expect a change on the
presentation in items in the Consolidated Statement of Comprehensive Income and additional disclosure will
be required in the financial statements surrounding Alternative Performance Measures.
** No material impact is expected upon the adoption of these standards.
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.
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 e.g. when the service
charges are incurred.
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.
Notes to the consolidated financial statements continued
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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. Asset management
fees are recognised over the period the respective services are provided.
Snozone income
Snozone income is recognised in accordance with IFRS 15. Snozone income is recognised at the
point in time when the customer has completed the use of the skiing services provided.
Car park income
Car park income is recognised in accordance with IFRS 15. Car park income is recognised at the
point in time when the customer has completed use of their car parking space.
Promote payments
The Group is contractually entitled to receive a promote payment should the returns from an
associate to the 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 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.
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 accounted for as right-of-use assets within
investment property 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.
Notes to the consolidated financial statements continued
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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 – over five years
• Office equipment – over three years
PPE is stated at cost net of depreciation and any provision for impairment. Cost includes the
original purchase price of the asset and the costs attributable to bringing the asset to its working
condition for its intended use. Depreciation is provided so as to write off the cost of the assets, less
their estimated residual values, on a straight-line basis over their expected useful lives, which are
given below as a general rule, however as part of the day to day running of the business there may
be some assets which fall outside of this, these assets are treated the same and are always
depreciated on a straight-line basis over their expected useful lives.
• Snow equipment – over one to five years
• Computer equipment – over two to five years
• Office equipment – over two to five years
• Operations equipment – over two to five years
• Plant – over twenty years
The expected useful lives and depreciation methods are reviewed annually at each reporting date.
Subsequent costs incurred after the initial recognition of PPE are capitalised if they meet the recognition
criteria. Such costs include expenditures that increase the future economic benefits expected to be
obtained from the use of the asset beyond its originally assessed standard of performance. Upon
disposal of PPE, any resulting gain or loss is calculated as the difference between the net disposal
proceeds and the carrying amount of the asset in the financial statements at the date of disposal. Gains
or losses on disposals are recognised in profit or loss in the period in which the disposal occurs.
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.
Any excess of the purchase price of business combinations over the fair value of the assets,
liabilities and contingent liabilities acquired is recognised as goodwill. This is recognised as an asset
and is reviewed for impairment at least annually. Any impairment is recognised immediately in the
statement of comprehensive income. 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 statement of comprehensive income.
Under the acquisition accounting method, the identifiable assets, liabilities and contingent liabilities
acquired are measured at fair value at the acquisition date. The consideration transferred is
measured at fair value and includes the fair value of any contingent consideration. 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.
Asset acquisitions
Management consider whether each acquisition constitutes a business combination or an asset
acquisition and have chosen to apply the optional concentration test that, if met, eliminates the
need for further assessment. Management have chosen to take the optional concentration test
which considers whether substantially all of the fair value of the gross assets acquired is
concentrated in a single asset group. The acquired assets and assumed liabilities have been
recognised in accordance with the relevant accounting requirements. The costs of the acquisition
are allocated to identifiable assets and liabilities based on their relative fair values at the purchase
date. Directly attributable acquisition related costs are capitalised as part of the cost of the assets
acquired. These costs are presented as part of financing cash flows in the cast flow statement.
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.
Leases – as a lessee
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.
Notes to the consolidated financial statements continued
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The Group remeasures the lease liability (and makes a corresponding adjustment to the related
right-of-use asset) whenever:
• The lease term has changed or there is a significant event or change in circumstances resulting in a
change in the assessment of exercise of a purchase option, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate.
• The lease payments change due to changes in an index or rate or a change in expected payment
under a guaranteed residual value, in which cases the lease liability is remeasured by discounting
the revised lease payments using an unchanged discount rate (unless the lease payments change
is due to a change in a floating interest rate, in which case a revised discount rate is used). When
the consideration for a lease is changed, that modification is not accounted for as a separate lease,
but the lease liability is remeasured discounted using the revised lease payments and revised
discount rate.
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.
Leases – as a lessor
The Group accounts for all leases as operating leases, please see revenue recognition for further
details.
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.
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.
Notes to the consolidated financial statements continued
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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.
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.
Share Buyback
Share buyback are held at cost and their purchase reduces the Group’s net assets by the amount
spent through deduction from retained earnings. When they are cancelled, Group’s share capital is
diminished, and capital redemption reserve is created for the nominal amount of the cancellation.
No gain or loss is recognised on the purchase or cancellation of the Company’s own shares.
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.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into sterling at exchange rates approximating to
the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies at the balance sheet date are translated to sterling at the exchange rate ruling
at that date and differences arising on translation are recognised in the income statement.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising
on consolidation, are translated into sterling at the exchange rates ruling at the balance sheet date.
The operating income and expenses of foreign operations are translated into sterling at the average
exchange rates for the year. Significant transactions, such as property sales, are translated at the
foreign exchange rate ruling at the date of each transaction. The principal exchange rate used to
translate foreign currency denominated amounts in the income statement and balance sheet is the
rate at the end of the year: £1 = €1.1447 (2025: £1 = €1.1951). Foreign exchange gains and losses from
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss at
each reporting date. Non-monetary items are translated at the exchange rate prevailing at the
transaction date, with subsequent changes in exchange rates not affecting gains or losses.
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 13. 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. 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 13 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.
Notes to the consolidated financial statements continued
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3. Segmental reporting
The Board reviews the results of three segments. The Owned Retail investments comprise shopping
centres, retail parks and high street stores, Capital Partnerships comprise of income earnt through
asset management mandates and Snozone, which comprises of indoor ski slopes. Although Snozone
has one site in Spain, the majority of the Group’s operations are in the UK and therefore no
geographical segments have been identified.
The relevant revenue and expenses used by the Board are set out below. The results include the
Group’s share of assets and results from properties held in associates.
Revenue
107.2
3.6
–
110.8
20.2
131.0
Property operating costs
(47.4)
–
–
(47.4)
(15.2)
(62.6)
Net property income
59.8
3.6
–
63.4
5.0
68.4
Administrative expenses
(12.1)
–
–
(12.1)
(6.9)
(19.0)
Other income
–
–
3.2
3.2
(3.2)
–
Operating profit
47.7
3.6
3.2
54.5
(5.1)
49.4
Net finance costs
(17.8)
–
–
(17.8)
0.4
(17.4)
Taxation
0.5
–
–
0.5
0.1
0.6
FromłOperations)
30.4
3.6
3.2
37.2
For an explanation of the nature of the adjustments in FY26 please refer to the finance review.
Revenue
76.7
2.9
–
79.6
10.9
90.5
Property operating costs
(29.2)
–
–
(29.2)
(5.1)
(34.3)
Net property income
47.5
2.9
–
50.4
5.8
56.2
Administrative expenses
(11.6)
–
–
(11.6)
(6.9)
(18.5)
Other income
–
–
3.7
3.7
(3.7)
–
Operating profit
35.9
2.9
3.7
42.5
(4.8)
37.7
Net finance costs
(11.9)
–
–
(11.9)
(0.4)
(12.3)
Taxation
(0.1)
–
–
(0.1)
0.1
–
FromłOperations)
23.9
2.9
3.7
30.5
* Snozone segment acquired as part of the Capital & Regional acquisition
Revenue and other income by country
UK
125.9
88.1
Spain
5.1
2.4
Revenue
131.0
90.5
Total non-current assets by country
UK
874.4
969.2
Spain
0.9
1.5
Non-current assets
875.3
970.7
Notes to the consolidated financial statements continued
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4. Revenue
Property rental and related income
*
79.6
59.2
Surrender premiums and commissions
1.7
0.6
Rental related income
81.3
59.8
Asset management fees
6.7
6.2
Service charge income
25.1
16.1
Snozone income**
17.9
8.4
Revenue
131.0
90.5
* Included within property rental and related income is car park income of £11.0 million (2025: £7.0 million) which
falls under the scope of IFRS 15. The remainder of the income is recognised by IFRS 16
** The acquisition of Capital & Regional in December 2024 included the Snozone business
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
Service charge expense*
34.5
21.7
Rates on vacant units
1.7
1.8
Expected credit loss charge / (reversal)
0.7
(0.3)
Other property operating expenses
10.1
5.9
Snozone operating expenses*
15.6
5.2
Property operating expenses
62.6
34.3
* The acquisition of Capital & Regional in December 2024 included the Snozone business
6. Administrative expenses
Wages and salaries
9.0
8.9
Social security costs
1.4
1.2
Other pension costs
0.3
0.3
Staff costs
1
10.7
10.4
Depreciation
2
0.5
0.5
Share-based payments
1.6
1.5
Exceptional costs
3
0.2
0.7
Amortisation of intangibles
4
0.4
0.3
Costs to unlock transaction synergies
5
1.6
1.3
Other administrative expenses
4.0
3.8
Administrative expenses
19.0
18.5
1. Staff costs of £7.1 million (2025: £2.3 million) is included within Snozone operating expenses
2. Depreciation is inclusive of £0.2 million (2025: £0.2 million) of right of use asset depreciation. Depreciation of
£2.4 million (2025: £0.8 million) is included within Snozone operating expenses of which £1.9 million relates to
right of use asset depreciation.
3. Exceptional costs comprise expenses relating to the acquisition and integration of Ellandi
4. Amortisation of intangibles relates to the amortisation of the intangible asset recognised on the acquisition of
Ellandi
5. Costs to unlock transaction synergies comprise costs in relation to unlocking cost synergies following the
acquisition of Capital & Regional
Notes to the consolidated financial statements continued
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Net administrative expenses ratio is calculated as follows:
Administrative expenses
19.0
18.5
Asset management fees
(6.7)
(6.2)
Share based payments
(1.6)
(1.5)
Exceptional costs
1
(0.2)
(0.7)
Amortisation of intangibles
2
(0.4)
(0.3)
Costs to unlock transaction synergies
3
(1.6)
(1.1)
Group’s share of net administrative expenses
8.5
8.7
Property rental and related income
4
80.8
61.1
Share of associates’ property income
0.8
0.6
Property rental, other income and related income
81.6
61.7
ofłassociates)
10.4%
14.1%
1. Exceptional costs comprise expenses relating to the acquisition and integration of Ellandi
2. Amortisation of intangibles relates to the amortisation of the intangible asset recognised on the acquisition
ofłEllandi
3. Costs to unlock comprise net costs in relation to unlocking expected net cost synergies following the
acquisition of Capital & Regional
4. This balance excludes the amortisation of tenant incentives and letting costs of £2.1 million (2025: £1.5 million)
and includes an expected credit loss of £0.9 million (2025: £0.4 million reversal), which excludes the
£0.2 million expected credit loss (2025: £0.1 million) forward looking element of the calculation.
Average monthly number of staff
2026
2025
Directors
8
7
Operations and asset managers
36
39
Support functions
54
40
Snozone*
163
213
Total
261
299
* Adjusted for full-time equivalents (FTEs). Prior year FTEs were higher as the average was calculated from the
date of acquisition (December 2024) to March 2025. This period excludes the summer months, when FTE
levels are typically lower, and therefore does not reflect a full annual average, resulting in a perceived decrease
in the current year.
Auditors’ remuneration
Audit of the Company and consolidated financial statements
0.5
0.8
Audit of subsidiaries, pursuant to legislation
0.1
0.2
0.6
1.0
Non-audit fees – interim review
0.1
0.1
Total fees
0.7
1.1
Total fees in the prior year include £0.5 million paid by Capital & Regional pre-acquisition.
In addition to this, associates paid £0.1 million (2025: £0.1 million) in audit fees.
7. Loss on disposal of subsidiary
Year ended 31 March 2026
On 22 May 2025, the Group completed the disposal of Abbey Centre, Newtownabbey in Northern
Ireland. The headline price was £58.8 million and the net cash proceeds were £58.0 million.
Carrying value at 22 May 2025
58.2
Net cash proceeds
58.0
Transaction costs
(0.7)
Net proceeds
57.3
Loss on disposal of subsidiary
(0.9)
Year ended 31 March 2025
There were no subsidiary disposals in the year ended 31 March 2025.
8. Loss on disposal of investment properties
Gross disposal proceeds
44.2
3.8
Carrying value
(47.0)
(3.9)
Cost of disposal
(0.8)
(0.8)
Loss on disposal of investment properties
(3.6)
(0.9)
Notes to the consolidated financial statements continued
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9. Finance income and finance costs
Income from loans with associates
0.1
0.2
Income from treasury deposits
2.8
5.1
Finance income
2.9
5.3
Interest on borrowings
(17.8)
(14.1)
Finance cost on lease liabilities
(2.5)
(2.6)
Write off of unamortised debt costs
–
(0.9)
Finance costs
(20.3)
(17.6)
10. Taxation
Deferred taxation charge
0.2
3.0
Profit before tax
31.3
26.7
Tax at the current rate of 25% (2025: 25%)
7.8
6.7
Revaluation of property
(1.1)
(0.5)
Movement in unrecognised deferred tax
(1.4)
(1.3)
Non-taxable profit due to REIT regime
(6.8)
(2.9)
Non-taxable income
–
1.0
Taxation credit
(0.6)
–
Prior year tax adjustment
0.2
–
Non-deductible expenses
1.5
–
Taxation (credit) / charge
(0.4)
3.0
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.
The Group has not recognised a deferred tax liability or deferred tax asset. As at 31 March 2026 the
Group had unrecognised tax losses of £12.2 million (2025: £9.2 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.
Deferred tax liability £0.2 million was recognised on the balance sheet (2025: £nil).
Notes to the consolidated financial statements continued
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11. Performance measures
A reconciliation of the performance measures to the nearest IFRS measure is below:
Profit for the year after taxation
31.7
23.7
Net valuation movement
(4.2)
(2.1)
Loss on disposal of investment properties
3.6
0.9
Loss on disposal of subsidiary
0.9
–
Write off of unamortised debt cost
–
0.9
Deferred tax
0.2
3.0
Exceptional costs
1
0.2
0.7
Amortisation of intangibles
2
0.4
0.3
Costs to unlock transaction synergies
3
1.6
1.1
Revaluation of investment properties
(0.1)
0.1
Loss on disposal of associate
0.6
–
Profit on disposal of investment properties
–
(0.2)
EPRA earnings
34.9
28.4
Share-based payment charge
1.6
1.5
Forward looking element of IFRS 9
4
(0.2)
0.1
Snozone depreciation
0.7
0.2
Snozone lease liability amortisation and interest
0.2
0.3
Underlying Funds From Operations (UFFO)
37.2
30.5
1. Exceptional costs comprise expenses relating to the acquisition and integration of Ellandi
2. Amortisation of intangibles relates to the amortisation of the intangible asset recognised on the acquisition
ofłEllandi
3. Costs to unlock comprise net costs in relation to unlocking expected net cost synergies following the
acquisition of Capital & Regional
4. Forward looking element of IFRS 9 relates to a provision against debtor balances in relation to invoices in
advance for 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
Weighted average number of ordinary shares for the purposes of Basic EPS,
UFFO and EPRA
447.3
376.3
Performance share plan
0.6
1.5
Deferred bonus shares
0.9
0.8
Weighted average number of ordinary shares for the purposes of Diluted EPS
448.8
378.6
2026
Pence
2025
Pence
IFRS Basic EPS
7.1
6.3
IFRS Diluted EPS
7.1
6.3
EPRA EPS
7.8
7.5
UFFO PS
8.3
8.1
EPRA Earnings Per Share: 7.8p
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
Earnings per IFRS income statement
31.7
23.7
Changes in value of investment properties, development properties held for
investment and other investment interests
(4.3)
(2.1)
Deferred tax
0.2
3.0
properties held for investment and other investment interests
4.5
0.9
Adjustments related to non-operating and exceptional items*
2.2
3.0
under proportional consolidation)
0.6
(0.1)
EPRA Earnings
34.9
28.4
Basic number of shares
447.3m
376.3m
EPRA Earnings per Share (EPS)
7.8p
7.5p
* Adjustments related to non-operating and exceptional items include £0.2 million expenses relating to the
acquisition and integration of Ellandi (2025: £0.7 million), £0.4 million amortisation of the intangible asset
recognised on the acquisition of Ellandi (2025: £0.3 million), £nil write off of unamortised costs
(2025: £0.9 million) and £1.6 million net costs in relation to unlocking expected net cost synergies following the
acquisition of Capital & Regional (2025: £1.1 million)
Notes to the consolidated financial statements continued
157
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Strategic Report Financial Statements

Reconciliation of EPRA Earnings to Underlying Funds From Operations (UFFO)
EPRA Earnings
34.9
28.4
Share-based payment charge
1.6
1.5
Forward-looking element of IFRS 9
(0.2)
0.1
Snozone depreciation
0.7
0.2
Snozone lease liability amortisation and interest
0.2
0.3
Underlying Funds From Operations (UFFO)
37.2
30.5
Basic number of shares
447.3m
376.3m
UFFO per share
8.3p
8.1p
The below table reconciles the differences between the calculation of basic and EPRA NTA, a
non-GAAP measure.
EPRA NTA per share and basic NTA per share:
2026
2025
share
£m
Net assets
457.6
430.7
490.1
475.5
Employee awards vestedłnot yet exercised
–
1 . 3
–
1.2
Net assets – basic per sharełmetrics
457.6
432.0
106p
490.1
476.7
103p
Unexercised employeeławards
–
1 . 5
–
2.2
Net assets – diluted per share metrics
457.6
433.5
106p
490.1
478.9
102p
Group’s share of associates deferred tax liability
0.7
–
0.9
–
Deferred tax liability
0.2
–
–
–
Goodwill
(3.6)
–
(3.6)
–
Intangible asset
(0.5)
–
(0.9)
–
EPRA Net Tangible Assets
454.4
433.5
105p
486.5
478.9
102p
IFRS Equity attributable to shareholders
457.6
490.1
Deferred tax in relation to fair value gains of Investment Property
0.9
0.9
Goodwill
(3.6)
(3.6)
Intangible asset
(0.5)
(0.9)
EPRA NTA
454.4
486.5
Fully diluted number of shares
433.5
478.9
EPRA NTA per share
105p
102p
Notes to the consolidated financial statements continued
158
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Company Information
Strategic Report Financial Statements

12. Dividends
The dividends paid in the year are set out below:
Payment date
PID
Non-PID
share
£m
16 August 2024
3.2
–
3.2
9.8
28 January 2025
3.0
–
3.0
14.2
8 August 2025
3.5
–
3.5
16.6
30 January 2026
3.1
–
3.1
13.1
The final dividend of 3.6 pence per share in respect of the year ended 31 March 2026, subject to
shareholder approval at the 2026 AGM, will be paid on 7 August 2026 to shareholders on the register
as at 19 June 2026. The dividend will be payable as a REIT Property Income Distribution (PID). Scrip
dividends amounting to £2.5 million included within dividends paid in the year (2025: £1.8 million).
Reconciliation to dividends paid in the consolidated cash flow statement
Dividends paid
(29.7)
(24.0)
Scrip dividend
2.5
1.8
Movement in withholding tax
(0.6)
0.4
Dividends paid in the consolidated cash flow statement
(27.8)
(21.8)
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.
13. Investment properties
Fair value brought forward as at 1 April
887.5
533.8
Acquisitions*
–
344.7
Capital expenditure
7.2
9.7
Lease incentives, letting and legal costs
4.0
1.0
Disposals
(47.0)
(3.9)
Disposal of subsidiary
(58.8)
–
Net valuation movement
4.2
2.2
Fair value carried forward
797.1
887.5
Right of use asset (investment property) see note 20
51.5
51.5
Fair value carried forward
848.6
939.0
* Prior year acquisitions of £344.7 million comprise six investment properties acquired through the Capital &
Regional transaction, see note 15.
The Group’s investment properties have been valued at fair value on 31 March 2026 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.
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.
Notes to the consolidated financial statements continued
159
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Strategic Report Financial Statements

As at 31 March 2026
Property ERV
Property rent
Retail parks
160.5
10.1
20.6
13.4
0.6
18.0
11.4
6.4
Core
601.0
9.1
37.8
15.9
5.2
37.5
11.5
8.5
Regeneration
26.0
5.1
10.3
9.9
1.8
5.1
2.0
11.8
Work Out
8.4
9.8
10.4
10.4
3.6
3.6
3.6
14.5
High street and other
1.2
3.5
5.2
4.5
1.1
3.3
2.4
13.1
As at 31 March 2025
Property ERV
Property rent
Retail parks
180.6
9.8
21.0
13.5
6.6
19.0
12.0
6.5
Core
652.0
4.3
32.3
14.5
1.9
32.4
10.9
8.8
Regeneration
24.7
5.1
10.4
10.0
2.9
5.1
3.1
11.5
Work Out
28.0
9.3
16.7
14.5
1.0
3.8
2.0
10.4
High street and other
2.2
3.9
5.6
5.0
1.4
6.2
3.6
11.4
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.
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.
2026: Sensitivity impact on valuations of a 10% change in estimated rental
value and absolute yield of 100 bps.
Retail parks
160.5
13.6
(13.4)
(20.0)
27.9
Shopping Centres – Core
601.0
56.1
(53.8)
(72.9)
94.1
Shopping Centres – Regeneration
26.0
1.7
(1.7)
(0.7)
0.9
Shopping Centres – Work Out
8.4
0.9
(0.9)
(0.8)
0.9
High street and other
1.2
0.3
(0.3)
(0.2)
0.2
797.1
72.6
(70.1)
(94.6)
124.0
2025: Sensitivity impact on valuations of a 10% change in estimated rental
value and absolute yield of 100 bps.
Retail parks
180.6
15.6
(15.5)
(23.0)
31.8
Shopping Centres – Core
652.0
59.6
(56.7)
(75.9)
97.8
Shopping Centres – Regeneration
24.7
1.6
(1.6)
(0.7)
0.9
Shopping Centres – Work Out
28.0
2.3
(2.3)
(4.0)
4.9
High street and other
2.2
0.4
(0.4)
(0.2)
0.3
887.5
79.5
(76.5)
(103.8)
135.7
Notes to the consolidated financial statements continued
160
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Strategic Report Financial Statements

Reconciliation to net valuation movement in consolidated statement of comprehensive income
Net valuation movement in investment properties
4.2
2.2
Net valuation movement in right of use asset
–
(0.1)
Net valuation movement in consolidated statement of comprehensive income
4.2
2.1
Reconciliation to properties at valuation in the portfolio
Investment property
13
797.1
887.5
Properties held in associates
14
5.1
10.0
Properties at valuation
802.2
897.5
14. 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 at 31 March 2026. NewRiver
(Sprucefield) Limited was disposed of during the year ended 31 March 2026.
Opening balance
5.3
5.6
Dividends
(0.5)
(0.4)
Repayment of long term Shareholder loan
(2.0)
–
Group’s share of profit after taxation excluding valuation movement
(0.5)
0.2
Net valuation movement
0.1
(0.1)
Investment in associates
2.4
5.3
Name
Country of incorporation
NewRiver Retail (Hamilton) Limited (Hamilton)
UK
10
10
NewRiver (Sprucefield) Limited (Sprucefield)
UK
–
10
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 2026
31 March 2025
Non-current assets
51.0
5.1
100.3
10.0
Current assets
4.9
0.5
8.7
0.8
Current liabilities
(16.7)
(1.7)
(39.2)
(3.9)
Liabilities due in more than one year
(27.4)
(2.7)
(48.2)
(4.8)
Net assets
11.8
1.2
21.6
2.1
Loans to associates
–
1 . 2
–
3.2
Net assets adjusted for loans to associates
11.8
2.4
21.6
5.3
The Group’s share of contingent liabilities in the associates is £nil (31 March 2025: £nil).
Revenue
7.6
0.8
8.4
0.8
Property operating expenses
(1.7)
(0.2)
(2.1)
(0.2)
Net property income
5.9
0.6
6.3
0.6
Administration expenses
(0.1)
–
(0.2)
–
Net finance costs
(4.1)
(0.4)
(5.1)
(0.5)
1.7
0.2
1.0
0.1
Net valuation movement
0.8
0.1
(0.5)
(0.1)
Profit on disposal of investment property
–
–
2.0
0.2
Loss on sale of associate
(6.1)
(0.6)
–
–
Taxation
(0.6)
(0.1)
(1.4)
(0.1)
(Loss) / profit after taxation
(4.2)
(0.4)
1.1
0.1
Subtract / add back net valuation movement
(0.8)
(0.1)
0.5
0.1
Group's share of associates' (loss) / profit before
valuation movements
(5.0)
(0.5)
1.6
0.2
Notes to the consolidated financial statements continued
161
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Company Information
Strategic Report Financial Statements

15. Acquisitions
Year ended 31 March 2026
There were no acquisitions in the year ended 31 March 2026.
Year ended 31 March 2025
On 10 December 2024 the Company acquired 100% of the share capital of Capital & Regional plc
and subsidiaries for total consideration of £150.9 million. The fair value of net assets acquired was
£164.6 million. The acquisition has been accounted for as an asset acquisition and the difference
between the consideration paid and the net assets acquired, representing a price discount of
£13.7 million, has reduced the cost of investment property acquired.
Cash
73.3
Shares
77.6
Total consideration
150.9
Transaction costs
8.5
Total consideration including transaction costs
159.4
Investment property
344.7
Cash and cash equivalents
25.8
Bank loans
(199.0)
Other net assets and liabilities
(12.1)
Total net assets
159.4
On 3 July 2024 the Company acquired 100% of the share capital of Ellandi Management Limited
(Ellandi) and subsidiaries, an asset and development management business focused on UK retail
and regeneration.
As a result of the acquisition, the Group is expected to grow its third party asset management,
capital partnership and regeneration business.
The Group also expects to reduce costs through combining the operations of the Group and Ellandi.
The Goodwill of £3.6 million arising from the acquisition consists largely of synergies from
integrating the Ellandi asset management platform with the existing NewRiver asset management
platform to enhance the knowledge base, data analytical capacity and third party support networks
through the combined platform. An intangible asset of £1.2 million in respect of customer
relationships was recognised on acquisition. Intangible assets arising on business combinations are
initially recognised at fair value. Goodwill is not amortised but is tested at least annually for
impairment. Intangible assets arising on business combinations are amortised on a straight line
basis to the income statement over their expected useful lives, management consider this to be a
three year period. In the year ended 31 March 2026 the Group recognised an amortisation charge to
intangible assets of £0.4 million (2025: £0.3 million).
The following table summarises the consideration paid, and the fair value of the assets acquired,
and liabilities assumed at acquisition date.
Cash and cash equivalents
1.1
Current assets
2.0
Current liabilities
(0.9)
Intangible asset
1.2
Fair value of acquired interest in net assets in subsidiaries
3.4
Total consideration
7.0
Goodwill
3.6
Intangible asset on acquisition
1.2
Less: amortisation
(0.7)
Intangible asset as at 31 March 2026
0.5
16. Trade and other receivables
Trade receivables
3.8
5.0
Restricted monetary assets
7.1
5.0
Service charge receivables*
2.2
2.6
Other receivables
3.6
0.8
Prepayments
3.3
5.1
Accrued income
3.9
3.6
23.9
22.1
* Included in service charge receivables is £3.3 million of service charge debtors (31 March 2025: £3.2 million)
and £(1.1) million of bad debt provision (31 March 2025: £(0.6) million).
Trade receivables are shown net of a loss allowance of £1.6 million (31 March 2025: £2.4 million). The
provision for doubtful debts is calculated as an expected credit loss on trade receivables in
accordance with IFRS 9. The release to the consolidated statement of comprehensive income in
relation to doubtful debts made against tenant debtors was £0.2 million (31 March
2025: £0.2 million release). The Group has calculated the expected credit loss by applying a
forward-looking outlook to historical default rates.
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
tenant’s 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.
Notes to the consolidated financial statements continued
162
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Company Information
Strategic Report Financial Statements

Opening loss allowance at 1 April
2.4
1.9
Decrease in loss allowance recognised in the consolidated statement of
comprehensive income during the year in relation to tenant debtors
(0.2)
(0.2)
Loss allowance utilisation
(0.6)
0.7
Closing loss allowance at 31 March
1.6
2.4
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.
17. Cash and cash equivalents
As at 31 March 2026 and 31 March 2025 cash and cash equivalents comprised of cash held in
bankłaccounts and treasury deposits. There were no restrictions on cash in either the current or
prior year.
18. Trade and other payables
Trade payables
4.6
1.6
Service charge liabilities*
10.0
15.8
Other payables
7.3
7.9
Accruals
14.8
18.1
Value Added Taxation
2.5
1.8
Rent received in advance
7.7
8.2
46.9
53.4
* Service charge liabilities include accruals of £0.9 million (31 March 2025: £1.1 million), service charge creditors
and other creditors of £5.7 million (31 March 2025: £12.2 million), Value added taxation of £0.1 million (31 March
2025: £0.3 million) and deferred income of £3.3 million (31 March 2025: £2.2 million).
19. Borrowings
Between one and two years
440.0
140.0
Between two and three years
–
300.0
Between three and four years
–
–
Between four and five years
–
–
Less unamortised fees / discount
(1.7)
(3.0)
438.3
437.0
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 2026 the fair value was £288.3 million (31 March 2025: £283.2 million).
As at 31 March 2026, the fair value of the Mall facility was £132.9 million (31 March
2025: £133.2 million). The fair value of the Mall Facility has been estimated on inputs other than
quoted prices included within Level 1 that are observable for the liability including estimated margin
for a loan secured on a single shopping centre as well as a swap rate as at the year-end,
representing Level 2 fair value measurement as defined by IFRS 13 Fair Value Measurement.
Secured borrowings:
Maturity date
£m
£m
The Mall
January 2028
140.00
140.0
(0.3)
139.7
140.00
140.0
(0.3)
139.7
Unsecured borrowings:
Maturity date
£m
£m
Revolving credit facility
November 2026
100.0
–
(0.3)
(0.3)
Corporate bond
March 2028
300.0
300.0
(1.1)
298.9
400.0
300.0
(1.4)
298.6
Total borrowings
540.0
440.0
(1.7)
438.3
In April 2026, post year-end, the Group secured a new unsecured £240 million facility comprising a
£120 million Term Facility Commitment and a £120 million Revolving Credit Facility (‘RCF’). The Term
Facility Commitment allows the Group to refinance the Mall Facility and matures in April 2030 with
an option to extend by three additional one-year terms, subject to lender approval.
The secured Mall Facility was retained following the acquisition of Capital & Regional plc in
December 2024, principally due to its attractive coupon, which expires in January 2027. After that
date, and until its maturity in January 2028, the Mall Facility would revert to a floating rate with a
margin that is higher than the margin agreed under the Term Facility Commitment. The Term Facility
Commitment will be drawn to refinance the secured £140 million Mall Facility in January 2027 when
its fixed term period expires and the £120 million RCF replaces the existing £100 million RCF which
was due to mature in November 2026.
20. Lease commitment arrangements
The Group earns rental income by leasing its investment properties to tenants under non-
cancellable lease commitments.
The Group holds three 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 (investment
property)
• Office leases: Office space occupied by the Group’s head office (property, plant and equipment)
• Snozone leases in Castleford, Milton Keynes and Madrid sites (property, plant and equipment)
Notes to the consolidated financial statements continued
163
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Strategic Report Financial Statements

The lease liability and associated ROU asset recognised in the consolidated balance sheet are set
out below.
Right of use asset (Investment property)
51.5
51.5
Right of use asset (Property, plant and equipment)
23.3
18.1
Current lease liability
1.8
1.8
Non-current lease liability
77.2
71.8
Brought forward
19.3
1.1
Additions*
–
18.2
Lease reassesment**
7.3
–
Carried forward
26.6
19.3
Brought forward
(1.2)
(0.4)
Charge for the year
(2.1)
(0.8)
At 31 March 2026/2025
(3.3)
(1.2)
Carried forward / brought forward
23.3
18.1
* Additions in the prior year relate to the acquisition of Snozone
** In February 2026, the Group decided to take a lease within the Snozone business past break for a further ten
years until February 2036 resulting in a lease reassessment. The right of use asset and lease liability has been
increased by £7.3 million as a result of a lease reassessment.
Fair value brought forward
51.5
74.9
Acquisitions
–
5.3
Disposals
–
(3.7)
Revaluation
–
(0.1)
Lease modification
–
(24.9)
Fair value carried forward
51.5
51.5
In December 2024, the Group agreed to re-gear the head leases on two of its properties. The term
of these leases after the re-gear are 999 years, which lead to a lease modification during the year
ended 31 March 2025.
The expense relating to low value assets which have not been recognised under IFRS 16 was £nil
(31 March 2025: £nil) and the expense relating to variable lease payments not included in the
measurement of lease liabilities was £nil (31 March 2025: £nil). The total cash outflow in relation to
lease commitments for the year was £5.5 million (31 March 2025: £3.6 million), £1.9 million (31 March
2025: £1.0 million) relates to the repayment of principal lease liabilities and £3.6 million (31 March
2025: £2.6 million) relates to the repayment of interest on lease liabilities. Depreciation recognised
on ROU assets during the year was £2.1 million (31 March 2025: £0.8 million).
Lease liability maturity table
Within one year
1.8
1.8
Between one and two years
3.1
2.0
In the second to fifth year inclusive
3.2
1.8
After five years
70.9
68.0
79.0
73.6
Lease commitments payable by the Group are as follows:
Within one year
5.5
5.3
One to two years
5.3
4.6
Two to five years
16.0
13.3
After five years
1,286.2
1,285.6
1,313.0
1,308.8
Effect of discounting
(1,234.0)
(1,235.2)
Lease liability
79.0
73.6
At the balance sheet date the Group had contracted with tenants for the lease payments on its
investment properties:
Within one year
57.6
65.3
Between one and two years
46.6
54.8
Between two and three years
36.5
43.5
Between three and four years
26.3
33.2
Between four and five years
18.1
23.7
After five years
169.6
214.5
354.7
435.0
The Group’s weighted average lease length of lease commitments at 31 March 2026 was 5.5 years
(31 March 2025: 5.8 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.
Notes to the consolidated financial statements continued
164
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Strategic Report Financial Statements

21. Share capital and reserves
Share capital
1 April 2024
313.7
3.3
310.4
Scrip dividends issued
1.8
0.77
315.5
3.3
312.2
schemes
0.2
–
315.5
3.1
312.4
Equity placing and retail offer
1
62.7
0.80
378.2
3.1
375.1
schemes
0.7
–
378.2
2.4
375.8
Allotment of consideration shares
2
98.3
0.79
476.5
2.4
474.1
schemes
0.8
–
476.5
1.6
474.9
Scrip dividends issued
0.6
0.73
477.1
1.6
475.5
31 March 2025
477.1
1.6
475.5
schemes
0.7
–
477.1
0.9
476.2
Scrip dividends issued
0.6
0.74
477.7
0.9
476.8
Share buyback
3
(47.7)
0.75
430.0
0.9
429.1
EBT share purchase
4
(3.0)
0.75
430.0
3.9
426.1
schemes
1.4
–
430.0
2.5
427.5
Scrip dividends issued
3.1
0.67
433.1
2.5
430.6
schemes
0.1
–
433.1
2.4
430.7
31 March 2026
433.1
2.4
430.7
1. In September 2024, the Group raised £48.9 million of net proceeds for the issue of 62.7 million shares. The
share premium, representing the amount received over the nominal value of shares, was £48.1 million. These
newly issued shares carry the same rights as the existing share capital
2. The Company issued 98.3 million ordinary shares as consideration for the acquisition of Capital & Regional on
10 December 2024. The share premium, representing the amount received over the nominal value of shares,
was £76.6 million. These newly issued shares carry the same rights as the existing share capital
3. In August 2025, the Group completed a share buyback purchasing 47.7 million shares from Growthpoint
Properties at 75 pence per share representing 10% of the Group’s issued share capital for £36.1 million which
includes £0.3 million of associated costs
4. In August 2025, the Group also purchased 3.0 million shares for £2.3 million at 75 pence per share to fund the
Employee Benefit Trust (EBT)
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.
In December 2024 the Company acquired Capital & Regional. Some of the consideration was paid
in equity shares of the Company. The difference between the nominal value of the shares issued
and the cost of the net asset acquired was recorded in the merger reserve.
Share premium
Share premium represents amounts subscribed for a share in excess of nominal value less directly
attributable issue costs.
Share Buyback
When a share buyback occurs and the shares are cancelled, the nominal value of the shares is
transferred to the capital redemption reserve. The cancellation date of the share buyback was
15 August 2025.
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 £2.5 million (2025: £1.8 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.
As at 31 March 2026 there are 2,376,775 ordinary shares held by EBT (31 March 2025: 1,624,929).
Notes to the consolidated financial statements continued
165
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Strategic Report Financial Statements

Notes to the consolidated financial statements continued
22. 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 five-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
£1.1 million (March 2025: £0.8 million). The weighted average share price on the date the awards
were exercised in the year was 72.3 pence per share.
2021
0.37
0.3
–
(0.3)
–
–
–
–
2022
0.19
0.8
–
(0.1)
–
0.7
0.7
–
2023
0.64
3.2
0.2
(1.0)
(1.7)
0.7
0.6
–
2024
0.66
3.0
0.3
–
(0.3)
3.0
–
0.4
2025
0.40
3.2
0.3
–
(0.3)
3.2
–
1.3
2026
0.38
–
5.0
–
(0.6)
4.4
–
2.2
10.5
5.8
(1.4)
(2.9)
12.0
1.3 –
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 2025: £0.7 million). The weighted average share price on the date the awards
were exercised in the year was 72.1 pence per share.
2018
1.77
0.1
–
–
–
0.1
0.1
–
2019
1.78
0.1
–
–
–
0.1
0.1
–
2020
0.63
–
–
–
–
–
–
–
2021
0.78
–
–
–
–
–
–
–
2022
0.73
–
–
–
–
–
–
–
2023
0.85
–
–
–
–
–
–
–
2024
0.89
0.8
–
(0.8)
–
–
–
–
2025
0.89
0.6
0.1
–
(0.1)
0.6
0.6
0.3
2026
0.75
–
0.9
–
(0.1)
0.8
0.8
1.2
1.6
1.0
(0.8)
(0.2)
1.6
1.6 –
Fair value
The fair value of the share options has been calculated based on a Monte Carlo Pricing Model which
simulates the below market related conditions and compares them against those of the Comparator
Group:
2026
2025
Share price
0.75
0.82
Exercise price
Nil
Nil
Expected volatility
24.2%
26.4%
Risk free rate
3.800%
4.900%
Expected dividends*
0%
0%
* based on quoted property sector average.
Expected volatility is determined by calculating the two year volatility of the Group and the Total
Shareholder Return Comparator Group. The risk free interest rate is the implied yield on zero
coupon government bonds with a remaining term equal to the expected term of the Awards from
the Grant Date
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Strategic Report Financial Statements

23. 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
Trade and other receivables
17.8
14.1
Cash and cash equivalents
115.5
61.3
Total financial assets and maximum exposure to credit risk
133.3
75.4
Borrowings
(438.3)
(437.0)
Lease liabilities
(79.0)
(73.6)
Payables and accruals
(33.3)
(40.9)
(550.6)
(551.5)
(417.3)
(476.1)
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 19 for further
details. None of the financial instruments above are held at fair value
Market risk
Currency risk
The Group is subject to foreign currency risk as nearly all transactions are in Pounds Sterling, other
than a small operation in Spain which operates in Euros.
Interest rate risk
At 31 March 2026 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.
Credit risk, being the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group, is primarily attributable to loans and trade and other receivables, which
are principally amounts due from tenants. 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. Management also review the macroeconomic environment
and factor this in when looking at the forward looking element of the calculation. 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.
The Group’s policy is to write off tenant debtors when the tenant is in administration or has vacated
the unit.
Ageing of past due gross trade receivables and the carrying amount net of loss allowances is set
out below
2026
Gross
2026
Loss
2025
Gross
2025
Loss
0-30 days
3.2
0.4
13%
2.8
1.4
0.5
36%
0.9
30-60 days
0.3
0.1
33%
0.2
0.2
0.1
50%
0.1
60-90 days
0.3
0.1
33%
0.2
0.2
0.1
50%
0.1
90-120 days
0.3
0.1
33%
0.2
0.1
0.1
100%
–
Over 120 days
1.3
0.9
69%
0.4
0.8
0.7
88%
0.1
5.4
1.6
3.8
2.7
1.5
1.2
The Group’s total expected credit loss in relation to trade receivables, other receivables and
accrued income is £1.8 million (2025: £2.4 million). The Group recognises an expected credit loss
allowance on trade receivables of £1.8 million (2025: £1.5 million) as noted in the above table.
Notes to the consolidated financial statements continued
167
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Strategic Report Financial Statements

The Group categorises trade debtors in varying degrees of risk, as detailed below:
Very high
1.3
0.8
High
0.3
0.1
Medium
0.6
0.4
Low
3.2
1.4
Gross carrying amount before loss allowance
5.4
2.7
Loss allowance
(1.6)
(1.5)
Carrying amount
3.8
1.2
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.
Notes to the consolidated financial statements continued
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:
five years
Total
Borrowings
–
(440.0)
–
–
(440.0)
Interest on borrowings
(15.4)
(13.4)
–
–
(28.8)
Lease liabilities
(5.5)
(5.3)
(16.0)
(1,286.2)
(1,313.0)
Payables and accruals
(33.3)
–
–
–
(33.3)
(54.2)
(458.7)
(16.0)
(1,286.2)
(1,815.1)
Borrowings
–
(140.0)
(300.0)
–
(440.0)
Interest on borrowings
(15.4)
(14.2)
(9.7)
–
(39.3)
Lease liabilities
(5.3)
(4.6)
(13.3)
(1,285.6)
(1,308.8)
Payables and accruals
(40.9)
–
–
–
(40.9)
(61.6)
(158.8)
(323.0)
(1,285.6)
(1,829.0)
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Strategic Report Financial Statements

Liabilities arising from financing activities at the beginning of the year
449.3
239.4
Net (increase) / decrease in cash and cash equivalents
(54.2)
71.5
New bank loans acquired (non-cash movement)
–
199.0
Bank loans repaid
–
(59.0)
Bank loans repaid – settlement of associated derivatives
–
1.0
Bank loans repaid – write off of unamortised fees (non cash movement)
–
(0.9)
Repayment of principal portion of lease liability
(1.9)
(1.0)
Disposal (non-cash movement)
–
(3.7)
Lease modifications (non-cash movement)
–
(24.9)
Leases acquired on acquisition of Capital & Regional (non-cash movement)
–
27.5
Change in bank loan fees to be amortised (non-cash movement)
1.3
0.4
Liabilities arising from financing activities
394.5
449.3
Borrowings
438.3
437.0
Cash
(115.5)
(61.3)
Lease liabilities
79.0
73.6
Liabilities arising from financing activities
401.8
449.3
Notes to the consolidated financial statements continued
Liquidity risk continued
Group’s share of net debt at the beginning of year
379.2
167.3
Net (increase) / decrease in cash and cash equivalents
(54.2)
71.5
New bank loans acquired (non-cash movement)
–
199.0
Bank loans repaid – principal
–
(59.0)
Bank loans repaid – settlement of associated derivatives
–
1.0
Bank loans repaid – write off of unamortised fees (non-cash movement)
–
(0.9)
Change in bank loan fees to be amortised (non-cash movement)
1.3
0.4
Net decrease / (increase) in cash and cash equivalents
0.5
(0.4)
Bank loans repaid
(2.3)
–
New bank loans
–
0.3
Group’s share of net debt
324.5
379.2
Group borrowings
438.3
437.0
Group’s share of associates’ borrowings
2.0
4.3
Group cash
(115.5)
(61.3)
Group’s share of associates’ cash
(0.3)
(0.8)
Group’s share of net debt
324.5
379.2
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Strategic Report Financial Statements

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 10, 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 2025 and 31 March 2026, the Group’s proportionally consolidated LTV decreased
from 42.3% to 40.4% and the gearing ratio from 76.7% to 70.5%. 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.
Borrowings
438.3
437.0
Cash and cash equivalents
(115.5)
(61.3)
Net debt
322.8
375.7
Equity attributable to equity holders of the parent
457.6
490.1
Net debt to equity ratio (‘Balance sheet gearing’)
70.5%
76.7%
2.0
4.3
Share of joint ventures’ and associates’ cash and cash equivalents
(0.3)
(0.8)
Group’s share of net debt
324.5
379.2
Carrying value of investment property
797.1
887.5
Share of joint ventures’ and associates carrying value of investment properties
5.1
10.0
Group’s share of carrying value of investment properties
802.2
897.5
Net debt to property value ratio (‘Loan to value’)
40.4%
42.3%
Reconciliation of financial liabilities
As at 1 April 2025
73.6
437.0
510.6
Repayment of principal portion of lease liability
(1.9)
–
(1.9)
Lease reassessment
7.3
–
7.3
Loan amortisation
–
1.3
1.3
As at 31 March 2026
79.0
438.3
517.3
As at 1 April 2024
75.6
296.6
372.2
New borrowings
–
140.0
140.0
Repayment of principal portion of lease liability
(1.0)
–
(1.0)
Lease modifications
(24.9)
–
(24.9)
Leases acquired on acquisition of Capital & Regional
27.6
–
27.6
Disposal
(3.7)
–
(3.7)
Loan amortisation
–
0.4
0.4
As at 31 March 2025
73.6
437.0
510.6
24. Contingencies and commitments
The Group has no material contingent liabilities (31 March 2025: None). The Group was contractually
committed to £3.0 million of capital expenditure to construct or develop investment property as at
31 March 2026 (31 March 2025: £2.8 million).
Notes to the consolidated financial statements continued
170
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Strategic Report Financial Statements

25. 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 £2.2 million (2025: £1.5 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. There was £0.2 million outstanding at 31 March
2026 (2025: £0.2 million).
The Group has loans with associates of £1.2 million (31 March 2025: £3.2 million).
Management fees are charged to joint ventures and associates for asset management, investment
advisory, project management and accounting services.
Total fees charged were:
NewRiver Retail (Hamilton) Limited
0.2
0.2
NewRiver (Sprucefield) Limited
0.1
0.2
As at 31 March 2026, an amount of £0.1 million (2025: £0.6 million) was due to the Group relating to
management fees.
During the year, the Group recognised £0.1 million of interest from joint ventures and associates
(2025: £0.2 million) and as at 31 March 2026 the amount owing to the Group was £nil (2025: £nil).
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.’
Short-term employee benefits
2.6
3.7
Share-based payments
0.6
0.9
Other – including post-employment benefits
0.1
0.1
3.3
4.7
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.
26. Post balance sheet events
In April 2026 the Group secured a new unsecured £240 million facility comprising a £120 million
Term Facility Commitment and a £120 million Revolving Credit Facility (‘RCF’). The Term Facility
Commitment allows the Group to refinance the Mall Facility and matures in April 2030 with an
option to extend by three additional one-year terms, subject to lender approval.
The secured Mall Facility was retained following the acquisition of Capital & Regional plc in
December 2024, principally due to its attractive coupon expiring in January 2027. After that date,
and until its maturity in January 2028, the Mall Facility would revert to a floating rate with a margin
that is higher than the margin agreed under the Term Facility Commitment. Prior to drawing the
Term Facility Commitment, the Group will pay a commitment fee based on a percentage of the
margin, which is expected to cost £0.6 million in the next financial year, FY27. The Group has taken
out an interest rate collar, which fixes the cost of the Term Facility Commitment between 4.4% and
5.9% to match the initial profile of the Term Facility Commitment, starting in January 2027 and
ending in April 2030.
This event has been treated as a non-adjusting post balance sheet event and accordingly no
adjustment has been made to the financial statements.
The financial effect of this transaction cannot be reliably estimated at the date of approval of these
financial statements.
There were no other significant events occurring after the reporting period, but before the financial
statements were authorised for issue.
Notes to the consolidated financial statements continued
171
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Strategic Report Financial Statements

Company Balance Sheet
As at 31 March 2026
Notes
2026
£m
2025
£m
(Restated)
Non-current assets
Investment in subsidiaries
B 476.7 487.1
Amounts owed from subsidiary undertakings D 340.2 413.9
Total non-current assets 816.9 901.0
Current assets
Amounts owed from subsidiary undertakings
D – 1.4
Other receivables 1.3 1.6
Cash and cash equivalents 94.7 32.8
Total current assets 96.0 35.8
Total assets 912.9 936.8
Equity and liabilities
Current liabilities
Trade creditors 0.7 –
Accruals 1.7 2.7
Amounts owed to subsidiary undertakings 204.2 165.5
Total current liabilities E 206.6 168.2
Non-current liabilities
Borrowings
F 298.4 297.2
Total non-current liabilities 298.4 297.2
Net assets 407.9 471.4
Equity
Share capital
4.3 4.7
Share premium 56.4 53.9
Merger reserve 112.2 112.2
Purchase of own shares (2.9) (1.4)
Capital Redemption Reserve 0.4 –
Retained earnings 237.5 302.0
Total equity 407.9 471.4
The notes on pages 174 to 179 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 £2.1 million (31 March 2025: £13.8 million profit).
The financial statements were approved by the Board of Directors on 16 June 2026 and were signed on its behalf by:
Allan Lockhart
Chief Executive Officer
Will Hobman
Chief Financial Officer
Registered number: 10221027
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Strategic Report Financial Statements

Company Statement of Changes in Equity
For the year ended 31 March 2026
Notes
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Purchase of
own shares
£m
Capital
Redemption
Reserve
£m
Retained
earnings
£m
Total
£m
As at 1 April 2024 (restated) 3.1 4.0 35.6 (3.0) – 313.8 353.5
Profit after taxation – – – – – 13.8 13.8
Consideration shares 1.0 – 76.6 – – – 77.6
Share based payments – – – 1.6 – (1.6) –
Equity placing and retail offer 0.6 48.1 – – – – 48.7
Issue of new shares – 1.8 – – – – 1.8
Dividends paid – – – – – (24.0) (24.0)
As at 31 March 2025 4.7 53.9 112.2 (1.4) – 302.0 471.4
Profit after taxation – – – – – 2.1 2.1
Share based payments – – – 0.8 – (0.8) –
Share buyback (0.4) – – – 0.4 (36.1) (36.1)
Purchase of own shares – – – (2.3) – – (2.3)
Issue of new shares – 2.5 – – – – 2.5
Dividends paid – – – – – (29.7) (29.7)
As at 31 March 2026 4.3 56.4 112.2 (2.9) 0.4 237.5 407.9
The notes on pages 174 to 179 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.
173
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Strategic Report Financial Statements

Notes to the company financial statements
A. Accounting policies
Basis of accounting
The Company’s separate financial statements for the year ended 31 March 2026 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 paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors;
• the requirements of IFRS 7 Financial Instruments: disclosures;
• the requirements of paragraph 40A of IAS 1;
• 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 on the basis of their contractual cash flow
characteristics and the results of the business model assessment under IFRS 9. 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.
Share capital
Shares are classified as equity when there is no obligation to transfer cash or other assets.
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Strategic Report Financial Statements

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 12 to the consolidated
financial statements.
Capital redemption reserve
When a share buyback occurs and the Company’s share capital is diminished, cancelled shares held
as treasury shares are transferred to the capital redemption reserve.
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.
In December 2024 the Company acquired Capital and Regional. Some of the consideration was
paid in equity shares of the Company. The difference between the nominal value of the shares
issued and the cost of the investment was recorded in the merger reserve.
Employee benefit trust
The employee benefit trust is included in the parent company financial statements.
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 is disclosed in note B. The Company
assesses annually whether there is an indication of impairment of the investments in subsidiaries.
An impairment is recognised when the recoverable amount of the investments is below their
carrying amount. The recoverable amount is the higher of the value of use of investments and their
fair value less costs of disposal. The fair value is generally estimated based on the current valuation
of investment properties held by subsidiaries. If valuations of investment properties declined by
10%, the impairment in investment in subsidiaries would be £78.2 million (2025: £51.9 million).
Prior year restatement
In the prior year the Company included amounts owed from subsidiaries of £194.5 million within
current assets. The previous classification was reassessed and it was decided that a classification
of non-current would be more appropriate as the Company did not intend to repay the balance in
full within twelve months of the year-end and has therefore been restated.
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
Capital & Regional (Europe
Holding 5) Limited
1
Jersey Holding company 100% Ordinary Shares
Capital & Regional (Jersey)
Limited
1
Jersey Holding company 100% Ordinary Shares
Capital & Regional (Mall GP)
Limited UK Holding company 100% Ordinary Shares
Capital & Regional (Projects)
Limited UK Dormant company 100% Ordinary Shares
Capital & Regional (Shopping
Centres) Limited
1
Jersey Holding company 100% Ordinary Shares
Capital & Regional Earnings
Limited UK Holding company 100% Ordinary Shares
Capital & Regional Holdings
Limited UK Holding company 100% Ordinary Shares
Capital & Regional plc UK Holding company 100% Ordinary Shares
Capital & Regional Ilford Limited
1
Jersey Holding company 100% Ordinary Shares
C&R Ilford Limited Partnership UK
Real estate
investments 100% Ordinary Shares
C&R Ilford Nominee 1 Limited UK Dormant company 100% Ordinary Shares
C&R Ilford Nominee 2 Limited UK Dormant company 100% Ordinary Shares
C&R Ilford (General Partner)
Limited UK
Real estate
investments 100% Ordinary Shares
Capital & Regional Property
Management Limited UK
Property
management 100% Ordinary Shares
C&R Retail 1 Limited UK
Real estate
investments 100% Ordinary Shares
Capital & Regional (UK Retail)
Limited UK Holding company 100% Ordinary Shares
Ellandi LLP UK
Real estate
investments 100% Ordinary Shares
EML Sub No 2 Limited UK Dormant company 100% Ordinary Shares
Convenience Store REIT Limited UK Dormant company 100% Ordinary Shares
Green-Sinfield Limited UK Dormant company 100% Ordinary Shares
Lancaster Court (Hove) Limited UK Dormant company 100% Ordinary Shares
Notes to the company financial statements continued
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Strategic Report Financial Statements

Name
Country of
incorporation Activity
Proportion of
ownership interest Class of share
Lower Grosvenor Place London
One Limited UK Dormant company 100% Ordinary Shares
Mall Nominee One Limited UK Dormant company 100% Ordinary Shares
Mall Nominee Two Limited UK Dormant company 100% Ordinary Shares
Mall People Limited UK
Property
management 100% Ordinary Shares
Mall Ventures Limited UK Dormant company 100% Ordinary Shares
Marlowes Hemel Limited
1
Jersey
Real estate
investments 100% Ordinary Shares
MB Roding (Guernsey) Ltd)
2
Guernsey Dormant company 100% Ordinary Shares
NewRiver Capital Limited UK Dormant company 100% Ordinary Shares
NewRiver Capital Partnerships 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 Dormant company 100% Ordinary Shares
NewRiver REIT (UK) Limited UK Asset management 100% Ordinary Shares
NewRiver Retail (Bexleyheath)
Holdings Limited UK
Group holding
company 100% Ordinary Shares
NewRiver Retail (Bexleyheath)
Limited
1
Jersey
Real estate
investments 100% Ordinary Shares
NewRiver Retail (Broadway
Square) UK Limited
1
UK Dormant company 100% Ordinary Shares
NewRiver Retail (Bexleyheath)
UKłLimited UK Dormant company 100% Ordinary Shares
NewRiver Retail (Boscombe No. 1)
Limited UK
Real estate
investments 100% Ordinary Shares
NewRiver Retail (Broadway
Square) Limited
1
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
Name
Country of
incorporation Activity
Proportion of
ownership interest Class of share
NewRiver (Grays) UK Limited* UK Dormant company 100% Ordinary Shares
NewRiver Retail (GP3) Limited UK General partner 100% Ordinary Shares
NewRiver Retail (Leylands Road)
Limited UK Dormant company 100% Ordinary Shares
NewRiver Retail (Market Deeping
No. 1) Limited
2
Guernsey
Real estate
investments 100% Ordinary Shares
NewRiver Retail (Morecambe)
Limited UK
Real estate
investments 100% Ordinary Shares
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 (Portfolio No. 1)
Limited
2
Guernsey
Real estate
investments 100% Ordinary Shares
NewRiver Retail (Portfolio No. 2)
Limited
2
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. 2)
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
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) LimitedUK
Real estate
investments 100% Ordinary Shares
NewRiver Retail (Wrexham No.1)
Limited
2
Guernsey
Real estate
investments 100% Ordinary Shares
Notes to the company financial statements continued
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Strategic Report Financial Statements

Name
Country of
incorporation Activity
Proportion of
ownership interest Class of share
NewRiver Retail (Portfolio No. 10)
Limited UK
Real estate
investments 100% Ordinary Shares
NewRiver Retail Holdings
Limited
2
Guernsey
Group holding
company 100% Ordinary Shares
NewRiver Retail Holdings No. 1
Limited
2
Guernsey
Group holding
company 100% Ordinary Shares
NewRiver Retail Holdings No. 2
Limited
2
Guernsey
Group holding
company 100% Ordinary Shares
NewRiver Retail Holdings No. 3
Limited
2
Guernsey
Group holding
company 100% Ordinary Shares
NewRiver Retail Holdings No. 5
Limited
2
Guernsey
Group holding
company 100% Ordinary Shares
NewRiver Retail Holdings No. 6
Limited
2
Guernsey
Group holding
company 100% Ordinary Shares
NewRiver Retail Limited*
,2
Guernsey
Group holding
company 100% Ordinary Shares
NewRiver Retail Limited UK
Real estate
investments 100% Ordinary units
NewRiver Retail Property Unit
Trust
1
Jersey
Real estate
investments 100% Ordinary units
NewRiver Retail Property Unit
Trust No. 2
1
Jersey
Real estate
investments 100% Ordinary units
NewRiver Retail Property Unit
Trust No. 3
1
Jersey
Real estate
investments 100% Ordinary units
NewRiver Retail Property Unit
Trust No. 5
1
Jersey
Real estate
investments 100% Ordinary units
NewRiver Retail Property Unit
Trust No. 7
1
Jersey
Real estate
investments 100% Ordinary units
Selborne One Limited UK Dormant company 100% Ordinary Shares
Selborne Two Limited UK Dormant company 100% Ordinary Shares
Selborne Walthamstow Limited
1
Jersey Dormant company 100% Ordinary Shares
Seventeen Social Space Limited UK
Operation of food
hall 100% Ordinary Shares
Shopping Centre REIT Limited UK Dormant company 100% Ordinary Shares
Snozone Holdings Limited UK
Operator of indoor
ski slopes 100% Ordinary Shares
Snowzone S.L.U
3
Spain
Operator of indoor
ski slopes 100% Ordinary Shares
Name
Country of
incorporation Activity
Proportion of
ownership interest Class of share
Ocio y Nieve S.L.U Spain
Operator of indoor
ski slopes 100% Ordinary Shares
Snozone Leisure Limited UK
Operator of indoor
ski slopes 100% Ordinary Shares
Snozone Limited UK
Operator of indoor
ski slopes 100% Ordinary Shares
The Mall (General Partner)
Limited UK Property investment 100% Ordinary Shares
The Mall Limited Partnership UK Property investment100% Ordinary Shares
The Mall REIT Limited UK Dormant company 100% Ordinary Shares
The Mall Shopping Centres
Limited UK Dormant company 100% Ordinary Shares
The Mall Walthamstow One
Limited UK Dormant company 100% Ordinary Shares
The Mall Walthamstow Two
Limited UK Dormant company 100% Ordinary Shares
Wood Green London Limited
1
Jersey Dormant company 100% Ordinary Shares
Wood Green One Limited UK Dormant company 100% Ordinary Shares
Wood Green Two Limited UK Dormant company 100% Ordinary Shares
1. Registered office at 1 Grenville Street, St Helier, Jersey JE2 4UF
2. Registered office at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey G41 2HL.
3. Registered office at Pista de Nieve en el Centro Comercial Madrid Xanadü, Ctra. A5. Salidas 22 y 25, km 23,
Arroyomolinos, Madrid, 28939.
Notes to the company financial statements continued
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Unless stated otherwise, all UK incorporated companies have their registered offices at 89 Whitfield
street, London, W1T 4DE. Unless stated otherwise, all Jersey incorporated companies have their
registered offices at 1 Grenville Street, St Helier, Jersey, JE2 4UF. Unless stated otherwise, all
Guernsey incorporated companies have their registered offices at 1 Royal Plaza, Royal Avenue,
StłPeter Port, GY1 2HL. All Luxembourg incorporated companies have their registered offices at
5,łHeienhaff L-1736 Senningerberg.
The Company’s investment in associates is detailed in note 14. The registered office of the
companies is:
UK – NewRiver Retail (Hamilton) Limited, 89 Whitfield street, London, W1T 4DE
Reconciliation of the movement in investment in subsidiaries:
2026
£m
2025
£m
Opening balance 487.1 311.2
Capital & Regional investment
1
– 159.4
(Impairment) / reversal in subsidiaries (10.4) 16.5
Investment in subsidiaries 476.7 487.1
1. Capital & Regional was acquired in December 2024 for £150.9 million
The Company has recognised an impairment of £10.4 million (2025: £16.5 million net reversal).
The Company’s distributable reserves as at 31 March 2026 were £122.9 million (31 March
2025: £181.6 million).
The following subsidiaries are exempt from the requirements of the Companies Act 2006 relating
to the audit of individual financial statements by virtue of Section 479A of that Act.
Notes to the company financial statements continued
Name
Company
registration
number
NewRiver Retail (Bexleyheath)
Holdings Limited
09940514
NewRiver Retail (Cardiff) Limited 09858626
NewRiver Retail (Carmarthen)
Limited
07655873
NewRiver Retail (Darlington)
Limited
09434819
NewRiver Retail (Paisley) Limited 07655878
NewRiver Retail (Portfolio No. 10)
Limited
11985202
NewRiver Retail (Morecambe)
Limited
09316678
Capital & Regional Property
Management Limited
02028741
NewRiver (Darnall) Limited 10299237
Mall People Limited 03641584
NewRiver Capital Partnerships 07464653
Capital & Regional Earnings
Limited
05661797
Capital & Regional Holdings
Limited
05661863
Capital & Regional plc 01399411
Snozone Holdings Limited 05610438
Snozone Leisure Limited 04088533
Seventeen Social Space Limited 14523748
Capital & Regional (Mall GP)
Limited 04333881
The Mall (General Partner) Limited 04331119
Name
Company
registration
number
NewRiver REIT (UK) Limited 06809820
NewRiver Retail (Portfolio No. 3)
Limited
06338018
NewRiver Retail (Boscombe No. 1)
Limited
07617837
NewRiver Retail (Portfolio No, 5)
Limited
07719473
NewRiver Retail (Portfolio No. 6)
Limited
09315445
NewRiver Retail (Portfolio No. 8)
Limited
07525393
NewRiver Retail (Ramsay
Investment) Limited
09612208
NewRiver Retail (Skegness)
Limited
07655882
NewRiver Retail (Wakefield)
Limited
09316536
NewRiver Retail (Warminster)
Limited
08049418
NewRiver Retail (Wisbech)
Limited
07655885
NewRiver Retail (Witham) Limited 07790029
C&R Ilford (General Partner)
Limited
10558904
C&R Retail 1 Limited 14719222
Capital & Regional (UK Retail)
Limited
14719137
Ellandi LLP OC336088
The following partnerships are exempt from the requirements to prepare, publish and have audited
individual financial statements by virtue of regulation 7 of the Partnerships (Accounts) Regulations
2008. The results of these partnerships are consolidated within these consolidated financial
statements.
C&R Ilford Limited Partnership
New River Retail (Portfolio No.3) LP
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Strategic Report Financial Statements

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
2026
£m
2025
£m
(Restated)
Non-current – Amounts owed from subsidiary undertakings* 340.2 413.9
Current – Amounts owed from subsidiary undertakings – 1.4
340.2 415.3
* Includes an expected credit loss impairment provision of £0.1 million (2025: £0.2 million)
The Company has reassessed the presentation of a £194.5 million balance reported within current
assets at 31 March 2025. The balance has been restated and reclassified as a non-current asset to
reflect the expected timing of realisation. As a result, current assets have decreased and
non-current assets have increased by £194.5 million as at 31 March 2025.
This reclassification relates solely to presentation and has no impact on profit, net assets or
earnings per share.
Non-current amounts owed by subsidiary undertakings have repayment dates beyond 12 months,
are unsecured and bear interest that reflects market rates. The amount also includes owed by
subsidiary undertakings which are unsecured, interest free and repayable on demand but classified
as non-current assets as they are expected to be realised beyond 12 months.
E. Current liabilities
2026
£m
2025
£m
Trade creditors 0.7 –
Accruals 1.7 2.7
Amounts owed to subsidiary undertakings 204.2 165.5
206.6 168.2
Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand.
F. Borrowings
All unsecured borrowings issued by the Group at 31 March 2026 were issued by the Company. See
note 19 of the consolidated financial statements for details.
Notes to the company financial statements continued
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Strategic Report Financial Statements

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 for the
yearłafterłtaxation Note 11 of the Financial Statements
EPRA Net Tangible Assets (‘NTA’) and EPRA NTA per share Net Assets Note 11 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
Net debt: EBITDA ratio N/A Glossary
EPRA EPS IFRS Basic EPS Note 11 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
Total Property 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 ‘Financial Policies’ section of the ‘Finance review’
Supplementary Information: Alternative Performance
Measures (APMs) (Unaudited)
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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
FY26 HY26 FY25
EPRA Earnings Per Share (EPS) 7.8p 2.9p 7.5p
EPRA Cost Ratio (including direct vacancy costs) 40.8% 44.7% 41.7%
EPRA Cost Ratio (excluding direct vacancy costs) 38.8% 41.7% 38.9%
31 March
2026
30 September
2025
31 March
2025
EPRA NRV per share 118p 118p 115p
EPRA NTA per share 105p 104p 102p
EPRA NDV per share 110p 108p 107p
EPRA LTV 43.6% 46.6% 46.1%
EPRA NIY 6.4% 6.2% 6.8%
EPRA ‘topped-up’ NIY 6.8% 6.7% 7.1%
EPRA Vacancy Rate 5.0% 4.6% 3.9%
EPRA Earnings Per Share: 7.8p
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
FY26
(£m)
HY26
(£m)
FY25
(£m)
Earnings per IFRS income statement 31.7 14.4 23.7
Adjustments to calculate EPRA Earnings, exclude:
Changes in value of investment properties, development
properties held for investment and other investment interests (4.3) (4.6) (2.1)
Deferred tax 0.2 — 3.0
Profits or losses on disposal of investment properties,
development properties held for investment and other
investment interests 4.5 2.5 0.9
Adjustments related to non-operating and exceptional items* 2.2 1.5 3.0
Adjustments to above in respect of associates (unless already
included under proportional consolidation) 0.6 (0.1) (0.1)
EPRA Earnings 34.9 13.7 28.4
Basic number of shares 447.3m 464.7m 376.3m
EPRA Earnings per Share (EPS) 7.8p 2.9p 7.5p
* Adjustments related to non-operating and exceptional items include £0.2 million expenses relating to the
acquisition and integration of Ellandi (2025: £0.7 million), £0.4 million amortisation of the intangible asset
recognised on the acquisition of Ellandi (2025: £0.3 million), £nil write off of unamortised costs
(2025: £0.9 million) and £1.6 million net costs in relation to unlocking expected net cost synergies following the
acquisition of Capital & Regional (2025: £1.1 million)
EPRA Performance Measures
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Strategic Report Financial Statements

Reconciliation of EPRA Earnings to Underlying Funds From Operations (UFFO)
FY26
£m
HY26
£m
FY25
£m
EPRA Earnings 34.9 13.7 28.4
Share-based payment charge 1.6 1.0 1.5
Forward-looking element of IFRS 9 (0.2) (0.1) 0.1
Snozone depreciation 0.7 0.3 0.2
Snozone lease liability amortisation and interest 0.2 0.2 0.3
Underlying Funds From Operations (UFFO) 37.2 15.1 30.5
Basic number of shares 447.3m 464.7m 376.3m
UFFO per share 8.3p 3.3p 8.1p
EPRA NRV per share: 118p; EPRA NTA per share: 105p; EPRA NDV per share: 110p
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 2026
EPRA NRV
£m
EPRA NTA
£m
EPRA NDV
£m
IFRS Equity attributable to shareholders 457.6 457.6 457.6
Fair value of financial instruments –––
Deferred tax in relation to fair value gains of Investment Property 0.9 0.9 –
Fair value of debt – – 18.8
Goodwill – (3.6) –
Intangible asset – (0.5) –
Purchasers’ costs 53.9 – –
EPRA NRV / NTA / NDV 512.4 454.4 476.4
Fully diluted number of shares 433.5m 433.5m 433.5m
EPRA NRV / NTA / NDV per share 118p 105p 110p
30 September 2025
EPRA NRV
£m
EPRA NTA
£m
EPRA NDV
£m
IFRS Equity attributable to shareholders 450.9 450.9 450.9
Fair value of financial instruments – – –
Deferred tax in relation to fair value gains of Investment Property 0.9 0.9 –
Fair value of debt – – 12.3
Goodwill – (3.6) –
Intangible asset – (0.7) –
Purchasers’ costs 55.8 – –
EPRA NRV / NTA / NDV 507.6 447.5 463.2
Fully diluted number of shares 430.7 430.7 430.7
EPRA NRV / NTA / NDV per share 118p 104p 108p
31 March 2025
EPRA NRV
£m
EPRA NTA
£m
EPRA NDV
£m
IFRS Equity attributable to shareholders 490.1 490.1 490.1
Fair value of financial instruments – – –
Deferred tax in relation to fair value gains of Investment Property 0.9 0.9 –
Fair value of debt – – 23.6
Goodwill – (3.6) –
Intangible asset – (0.9) –
Purchasers’ costs 60.1 – –
EPRA NRV / NTA / NDV 551.1 486.5 513.7
Fully diluted number of shares 478.9m 478.9m 478.9m
EPRA NRV / NTA / NDV per share 115p 102p 107p
EPRA Performance Measures continued
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Strategic Report Financial Statements

EPRA LTV: 43.6%
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 consolidated basis.
Purpose
EPRA LTV introduces a consistent and comparable metric for the real estate sector, with the aim
tołassess the gearing of the shareholder equity within a real estate investment company.
31 March 2026
Group
£m
Share of
Associates
£m
Total
£m
Borrowings from financial institutions – (2.0) (2.0)
Corporate bond (300.0) – (300.0)
Mall facility (140.0) – (140.0)
Net payables (23.0) (0.3) (23.3)
Cash and cash equivalents 115.5 0.3 115.8
Net Debt (A) (347.5) (2.0) (349.5)
Investment property at fair value 797.1 5.1 802.2
Total Property Value (B) 797.1 5.1 802.2
EPRA LTV (A/B) 43.6% 43.6%
30 September 2025
Group
£m
Share of
Associates
£m
Total
£m
Borrowings from financial institutions – (4.3) (4.3)
Corporate bond (300.0) – (300.0)
Mall facility (140.0) – (140.0)
Net payables (33.6) (0.3) (33.9)
Cash and cash equivalents 88.6 0.5 89.1
Net Debt (A) (385.0) (4.1) (389.1)
Investment property at fair value 824.5 10.2 834.7
Total Property Value (B) 824.5 10.2 834.7
EPRA LTV (A/B) 46.7% 46.6%
31 March 2025
Group
£m
Share of
Associates
£m
Total
£m
Borrowings from financial institutions – (4.3) (4.3)
Corporate bond (300.0) – (300.0)
Mall facility (140.0) – (140.0)
Net payables (31.3) (0.3) (31.6)
Cash and cash equivalents 61.3 0.8 62.1
Net Debt (A) (410.0) (3.8) (413.8)
Investment property at fair value 887.5 10.0 897.5
Total Property Value (B) 887.5 10.0 897.5
EPRA LTV (A/B) 46.2% 46.1%
EPRA NIY: 6.4%, EPRA ‘topped-up’ NIY: 6.8%
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 2026
£m
September 2025
£m
March 2025
£m
Properties at valuation – wholly ownedł 797.1ł 824.5ł 887.5ł
Properties at valuation – share of associatesł 5.1ł 10.2ł 10.0ł
Trading property (including share of associates)ł –ł –ł –ł
Less: Developmentsł (11.3)ł (10.6)ł (10.0)ł
Completed property portfolioł 790.9ł 824.1ł 887.5ł
Allowance for estimated purchasers’ costs and capital
expenditurełł 75.6ł 81.3ł 90.8ł
Grossed up completed property portfolio valuationł B 866.5ł 905.4ł 978.3ł
Annualised cash passing rental incomeł 72.0ł 75.0ł 85.0ł
Property outgoingsł (16.8)ł (18.7)ł (18.5)ł
Annualised net rentsł A 55.2ł 56.3ł 66.5ł
Add:łNotional rentłexpirationłofłrentłfreełperiods or other
lease incentivesł 3.9ł 4.3
ł 2.7ł
Topped-up net annualised rentł C 59.1ł 60.6ł 69.2ł
EPRA NIYł A/B 6.4%ł 6.2%ł 6.8%ł
EPRA ‘topped-up’łNIYł C/B 6.8%ł 6.7%ł 7.1%ł
EPRA Performance Measures continued
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EPRA Vacancy rate: 5.0%
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 2026
£m
September 2025
£m
March 2025
£m
Estimated Rental Value of vacant retail space A 3.2 3.1 2.9
Estimated Rental Value of total portfolio retail space B 64.6 67.0 74.4
EPRA Vacancy Rate A/B 5.0% 4.6% 3.9%
The EPRA vacancy rate is based on the ratio of the aggregated estimated market rent for vacant retail
units versus aggregated estimated market rent for all retail units in the portfolio, excluding properties
under development and any units that are not classified as retail units (e.g. commercialisation
activations and car parks). There are no significant distorting factors influencing the EPRA vacancy rate.
EPRA Cost Ratio (including direct vacancy costs): 40.8%
EPRA Cost Ratio (excluding direct vacancy costs): 38.8%
Definition
Administrative & operating costs (including & excluding costs of direct vacancy) divided by gross
rentalłincome.
Purpose
A key measure to enable meaningful measurement of the changes in a company’s operating costs.
FY26
£m
HY26
£m
FY25
£m
Administrative/operating expenses per IFRS 31.6 17.6 25.6
Net service charge costs/fees 9.4 5.1 5.6
Management fees less actual/estimated profit element (6.7) (3.4) (6.2)
Share of associates’ expenses (net of other income) 0.2 0.1 0.2
Exclude (if part of the above):
Ground rent costs (0.2) (0.1) 0.7
EPRA Costs (including direct vacancy costs)* A 34.3 19.3 25.9
Direct vacancy costs (1.7) (1.3) (1.8)
EPRA Costs (excluding direct vacancy costs)* B 32.6 18.0 24.1
Gross Rental Income less ground rents – per IFRS 83.2 42.8 61.8
Add: share of associates (Gross Rental Income less ground
rents) 0.8 0.4 0.8
EPRA Gross Rental Income C 84.0 43.2 62.6
EPRA Cost Ratio (including direct vacancy costs)* A/C 40.8% 44.7% 41.4%
EPRA Cost Ratio (excluding direct vacancy costs)* B/C 38.8% 41.7% 38.5%
* EPRA definition of costs includes £0.2 million exceptional expenses relating to the acquisition and integration
of Ellandi and £1.6 million net costs in relation to unlocking expected net cost synergies following the
acquisition of Capital & Regional. Within the Capital & Regional transaction we acquired six investment
properties which have a lower gross to net rent ratio than the existing NewRiver portfolio. In October 2025, we
disposed of the smallest asset acquired from Capital & Regional, The Marlowes in Hemel Hempstead, which
also had the lowest margin in the Capital & Regional portfolio. Excluding the exceptional items and adjusting
for the Hemel disposal, the EPRA Cost Ratio (including direct vacancy costs) and EPRA Cost Ratio (excluding
direct vacancy costs) would be 37.9% and 35.8% respectively. In addition the impact of retail restructurings
means we have temporarily experienced a modest increase in expected credit loss which we expect to
improve looking forward as we negotiate the best possible terms or seek alternative occupiers.
EPRA Performance Measures continued
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Reconciliation of EPRA Costs (including direct vacancy costs) to Net Administrative expenses per IFRS
FY26
(£m)
HY26
(£m)
FY25
(£m)
EPRA Costs (including direct vacancy costs) A 34.3 19.3ł 25.9
Exclude:
Ground rent costs 0.2 0.1ł (0.7)
Exceptional costs
1
(0.2) (0.1)ł (0.7)
Costs to unlock
2
(1.6) (1.2)ł (1.1)
Share of associates property expenses (net of other
income) (0.2) (0.1)ł (0.2)
Other operating income/recharges intended to cover
overhead expenses less any related profits – –ł –
Net service charge costs (9.4) (5.1)ł (5.6)
Operating expenses (excluding service charge cost) (12.5) (7.3)ł (7.4)
Tenant incentives (included within income) (0.3) (0.1)ł (0.2)
Letting & legal costs (included within income) (1.8) (0.9)ł (1.3)
Group’s share of net administrative expenses as per
IFRS D 8.5 4.6ł 8.7
EPRA Gross Rental Income C 84.0 43.2ł 62.6
Ground rent costs 0.2 0.1ł (0.7)
Expected credit (charge) / reversal (0.9) (1.0)ł 0.4
Surrender premiums and commissions (1.7) (1.1)ł (0.6)
Property rental, other income and related income as
per IFRS E 81.6 41.2ł 61.7
Administrative cost ratio as per IFRS D/E 10.4% 11.2%ł 14.1%
1. Exceptional costs comprise acquisition costs relating to the acquisition and integration of Ellandi
2. Costs to unlock comprise net costs in relation to unlocking expected net cost synergies following the
acquisition of Capital & Regional
Property related capital expenditure and tenant incentives
(additionalłdisclosure)
Year ended 31 March 2026 Year ended 31 March 2025
Group
£m
JVs &
Associates
£m
Total
Group
£m
Group
£m
JVs &
Associates
£m
Total
Group
£m
Acquisitions through the
Capital & Regional transaction
1
–––344.7 – 344.7
Development 1.9 – 1.9 0.2 – 0.2
Investment properties
Incremental lettable space 3.5 0.1 3.6 2.2 0.2 2.4
Non incremental lettable space 1.1 – 1.1 0.5 – 0.5
Capital contributions and tenant
incentives
2
2.1 0.1 2.2 1.9 – 1.9
Other material non-allocated
typesłofłexpenditure
3
–––5.0 – 5.0
Capitalised interest ––––––
Total property related capital expenditure
and tenant incentives 8.6 0.2 8.8 354.5 0.2 354.7
Non-cash components of the
Capital & Regional transaction
1
–––(288.7) - (288.7)
Conversion from accrual to cash basis
4
5.7 – 5.7 (0.1) - (0.1)
Total property related capital expenditure
and tenant incentives on cash basis 14.3 0.2 14.5 65.7 0.2 65.9
1. Acquisitions of £344.7 million in the prior year comprise six investment properties acquired through the Capital
& Regional transaction, funded by £81.8 million cash paid for the acquisition (including transaction costs) net of
£(25.8) million cash acquired from the acquisition, with Non cash components of the transaction comprising
£(77.6) million Share consideration, £(199.0) million Bank loans and £(12.1) million Other net assets and liabilities
2. Capital contributions and tenant incentives above includes Tenant incentives of £1.8 million (2025: £0.3 million)
paid during the year net of associated amortisation of £(0.3) million (2025: £(0.2) million) recognised in the
consolidated statement of comprehensive income
3. Other material non-allocated types of expenditure in the prior year above relates to two new 999-year
headleases acquired at Bexleyheath providing far great flexibility for re-development
4. Conversion from accrual to cash basis above includes the impact of the reversal accruals of £3.9 million in
place at the prior year end where associated expenditure has since been billed and cash settled during the
year ended 31 March 2026 and third party contributions towards capex works during the year ended 31 March
2026 recognised pre year end but cash settled post year end of £1.8 million
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 major works and developments and employee
costs in relation to in-house staff time on major works and developments 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 £0.4 million (2025: £0.3 million)
have been capitalised as such during the year.
EPRA Performance Measures continued
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1. Data coverage and comparability: the figures
reported against each performance measure
represent 100% of the assets within our Operational
Control reporting boundary. Like-for-like figures
include only those properties that remained in our
portfolio for the full 12 months of both of the above
reporting periods. Consistent with our approach to
reporting waste managed on behalf of our
occupiers across our portfolio, this disclosure does
not include landlord-managed waste generated at
our Snozone facilities, for which data is unavailable
and outside of our operational control reporting
boundary. Corporate waste data is provided as it is
readily available.
2. Normalisation: Intensity indicators for energy, water
and waste are based on relevant floor area
(landlord-controlled common parts for Portfolio;
leased floor area for Corporate and Snozone).
Elec-eq is calculated using the latest REEB
conversion factor (0.76 for natural gas).
3. Scope 3 emissions: following the updated GHG
emissions materiality assessment that was
undertaken as a result of our acquisition of Capital
& Regional in Dec 2024, Scope 3 emissions now
comprise Category 13 (Downstream Leased Assets)
emissions only, which represent those emissions
arising from occupier energy consumption within
our Operational Control portfolio. This is consistent
with our SECR disclosure on page 49.
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 20,502 kWh in FY26 (electricity
only), and which is accounted for in the Scope 3
emissions category of “Downstream Leased Assets”
reported within our SECR disclosure on page 49.
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 are gaps in energy/water
consumption or waste generation data, the average
of the months where we have data is applied to the
missing months. % estimations disclosed relate to
the current reporting year figures only.
6. Segmental analysis: As our portfolio consists of
entirely retail properties within the UK only, we have
not undertaken segmental analysis to support our
EPRA disclosures. Having considered the IFRS S2
industry-based guidance for real estate in the
context of our portfolio composition, we concluded
that a breakdown by FTSE Nareit property
subsector is immaterial to the identification and
communication of decision-useful climate-related
information. We therefore have not amended our
approach based on this guidance.
7. Verification: All of the above environmental
performance data, which we consider to include all
relevant data pertaining to the environmental
impact of our business, including resource use and
pollution, has been verified by Consult Sustain
under ISO 14064:3 as part of our GHG inventory. For
the avoidance of doubt, source data is verified
ahead of its conversion to GHG equivalents.
8. DH&C-Abs & Lfl: None of our portfolio properties,
offices or Snozone facilities were connected to or
benefitted from district heating & cooling.
9. IF-RE130a.2-3/IF-RE140a.2-3: these disclosures do
not include occupier energy or water consumption
arising from our portfolio, in order to preserve
consistency of scope and the usefulness of this
disclosure to interpreting NewRiver’s performance.
Total occupier energy data collected with floor area
coverage is presented separately on page 56, whilst
the Scope 3 emissions disclosed here represent the
GHG equivalent of this same energy consumption
data. Occupier water data is unavailable, and this
data source is outside the scope of our emissions
accounting.
10. IF-RE130a.2/SV-LF-130a.1: All electricity purchased
by NewRiver (for our offices and portfolio) is via a
REGO-backed tariff. All electricity purchased by
Snozone in the UK is via a PPA with an offshore
windfarm, whilst electricity purchased in Madrid is
on a renewable tariff. There are a number of PV
installations serving the common areas of our
portfolio, which together generated 179,706 kWh in
FY26. Madrid’s Snozone also benefits from solar PV,
generating 1,016,790 kWh in FY26. Therefore, 100%
of our electricity is from renewable sources. We
cannot confirm this information in connection with
energy consumed by third parties (occupiers)
across the NewRiver portfolio.
11. IF-RE-410a.2: (1) All tenants are separately metered
for electricity (2) 98% sub-metered for water.
12. SV-LF-000.A-B: Snozone attendance during the
reporting period was 466,000 customers, who
spent 93,200 customer days across the 3 facilities.
Summary Environmental Performance Appendix
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Company Information

Admin cost ratio: Is the Group’s share of net administrative expenses (including its share of
associate administrative expenses) divided by the Group’s share of property income (including its
share of associate property income).
Associate: 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 year
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 (Financial Statements): Is the amount at which assets and liabilities are carried at up
until the point of derecognition in the financial statements.
Book value (Strategic Report): Is the amount at which assets and liabilities are reported in
reference to the previous financial year.
Cost of debt: Is the loan interest and derivative costs at the year end, divided by total debt in issue
at the year 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: Is Underlying Funds From Operations per share divided by dividend per share
declared in the year.
EBITDA: Earnings Before Interest, Tax, Depreciation and Amortisation
EPRA: Is the European Public Real Estate Association.
EPRA Costs: is an EPRA definition of recurring operating and administrative costs comprising
property operating expenses, administrative and overhead costs, and other costs adjusted to
include tenant incentive and legal and letting costs, net service charge costs and exclude
Management fees less actual/estimated profit element, ground rents and non-recurring, non-
property and exceptional items.
EPRA cost ratio: Is administrative and operating costs expressed as a percentage of gross rental
income on a proportionally consolidated basis in accordance with EPRA guidelines as to the basis
of both elements. The ratio indicates the efficiency of the property platform by showing the
proportion of income consumed by recurring operating and administrative costs.
EPRA earnings: Is the IFRS profit after taxation excluding investment property revaluations, fair
value adjustments on derivatives, gains/losses on disposals, deferred tax and adjustments relating
to non-operating and exceptional items.
EPRA earnings per share: Is EPRA earnings divided by the weighted average basic number of
shares in issue during the year.
EPRA Gross Rental Income: Is an EPRA definition of gross rental income comprising Rental related
income on an IFRS basis, including Surrender premiums and commissions and excluding tenant
incentive and legal and letting costs, and adjusted to include ground rent costs.
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 year end.
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 Ratio: Interest cover is tested at corporate level and is calculated by comparing
actual net rental income received versus net 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: Are 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 net income: Is the change in net income on properties owned throughout the current
and previous years under review. This growth rate includes revenue recognition and lease
accounting adjustments but excludes properties held for development in either year, properties
with guaranteed rent reviews and asset management determinations.
Glossary
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Company Information

Like-for-like valuation growth: Is the percentage change in investment properties (excluding right
of use asset), reconciled as below:
Investment properties
2026
£m
Investment properties brought forward (excluding right of use asset) (note 14) 887.5
Investment properties held in associates brought forward (note 16) 10.0
Acquisitions (note 17) -
Capital expenditure 8.2
Disposals (including joint ventures and associates) (108.9)
Total A 796.8
Investment property as at 31 March 2026 B 802.2
Like-for-like valuation growth B/A-1 0.7%
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, liquid investments
and unamortised fees 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 debt: Net debt is the principal value of gross debt less unamortised fees, net of cash, short-
term deposits and liquid investments.
Net debt: EBITDA Ratio: Net debt: EBITDA is tested at corporate level and is calculated by
comparing actual EBITDA received versus the average net debt on a 12 month look-back basis and
is expressed on a proportionally consolidated basis.
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 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 year after payment of property outgoings.
Net rental income will differ from annualised net rents and passing rent due to the effects of
income from rent reviews, 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.
Occupational Cost Ratio (OCR): The OCR is calculated by comparing the Occupational Costs
associated with each unit, comprising the Rent payable, Business Rates, Service Charges and
Insurance premiums, with the Turnover generated by the store on an annualised basis.
Passing rent: Is the gross rent payable under leases terms.
Portfolio valuation performance: Refers to the measurement of changes in the value of a portfolio
of investments over a specified period, based on periodic revaluation of the underlying assets. It
captures both realised and unrealised gains or losses, reflecting market movements, valuation
adjustments and other factors affecting the fair value of the portfolio.
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 and net profits within its joint ventures 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 units.
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 pre-sold 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 year, expressed as a percentage of EPRA NTA per share at the beginning of the year.
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, Snozone depreciation, amortisation and lease liability interest on PPE,
exceptional costs, deferred tax 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.
Glossary continued
188
NewRiver REIT plc | Annual Report and Accounts 2026 Governance Report Financial StatementsStrategic Report Glossary &
Company Information

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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
Directors
Lynn Fordham
(Non-Executive Chair)
Allan Lockhart
(Chief Executive Officer)
Will Hobman
(Chief Financial Officer)
Colin Rutherford
(Senior Independent Director)
Alastair Miller
(Non-Executive Director)
Dr Karen Miller
(Non-Executive Director)
Charlie Parker
(Non-Executive Director)
Rajat Dhawan
(Non-Executive Director)
Kerin Williams
(Company Secretary)
Registered Office
NewRiver REIT plc
89 Whitfield Street
London
W1T 4DE
www.nrr.co.uk
Company Number
10221027

NewRiver REIT plc
89 Whitfield Street
London
W1T 4DE
Tel: +44(0) 20 3328 5800
www.nrr.co.uk