SUPERMARKET INCOME REIT | ANNUAL REPORT 2025

INVESTORS IN GROCERY REAL ESTATE

CONTENTS

STRATEGIC REPORT

1 Highlights for the year

2 Chair’s statement

4 Financial highlights

6 Our strategy at work

12 Chief Executive’s review

20 Our portfolio

31 Key Performance Indicators

32 EPRA Performance Indicators

33 Financial Overview

36 TCFD Compliant Report

49 Our Principal Risks

52 Section 172(1) Statement

53 Our Key Stakeholder Relationships

56 Going concern and viability

statement

CORPORATE GOVERNANCE

59 Chair’s Letter on Corporate

Governance

60 The Board of Directors

63 Senior Management Team

64 Leadership and Purpose

68 Division of responsibilities

71 Composition, succession and

evaluation

72 Audit, risk management and

internal control

73 Audit and Risk Committee Report

78 Nomination Committee Report

82 ESG Committee Report

84 Management Engagement

Committee Report

85 Remuneration Committee Report

88 Directors’ Remuneration Policy

94 Annual Report on Directors’

Remuneration

98 Directors’ Report

101 Directors’ Responsibilities

Statement

FINANCIAL STATEMENTS

103 Independent Auditors’ Report

to the members of Supermarket

Income REIT PLC

110 Consolidated Statements

114 Notes to the Consolidated Financial

Statements

146 Company Financial Statements

148 Notes to the Company Financial

Statements

151 Unaudited Supplementary

Information

156 Glossary

158 Contacts Information

WHO WE ARE

Supermarket Income REIT plc (LSE:SUPR, JSE:SRI) is dedicated to investing

in mission critical grocery property. Our stores are let to leading supermarket

operators in the UK and Europe, diversified by both tenant and geography.

We are the largest landlord of omnichannel supermarkets in the UK.

OUR PURPOSE

We create sustainable long-term value through owning high-quality

grocery-anchored real estate that is critical to national food infrastructure

and serves local communities as essential retail.

SUPERMARKET INCOME REIT | ANNUAL REPORT 2025

SECTOR SPECIALISTS

INVESTING FOR GROWTH

WE ARE

ANNUAL REPORT 2025 1

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

SUPERMARKET INCOME REIT | FINANCIAL AND OPERATING HIGHLIGHTS FOR THE YEAR

FINANCIAL AND OPERATING HIGHLIGHTS FOR THE YEAR

We aim to provide investors with a combination of attractive, secure and growing income

with the potential for long-term capital growth.

FINANCIAL HIGHLIGHTS

7.2

DIVIDEND YIELD

6.12p

DIVIDEND PER SHARE

13.0

EPRA COST RATIO

7.2

TOTAL ACCOUNTING

RETURN

£113.2M

NET RENTAL INCOME

6.0p

EPRA EARNINGS

PER SHARE

87.1p

EPRA NTA

PER SHARE

LOAN TO VALUE

OPERATING HIGHLIGHTS

5.9

PORTFOLIO NIY

11yrs

PORTFOLIO WAULT

INVESTMENT

GRADE INCOME

100

OCCUPANCY AND

RENT COLLECTION

. Using share price of . pence as at  June 

. Portfolio metrics include the Company’s

% stake in the joint venture

. Subject to rounding

SUPERMARKET INCOME REIT PLC 2

STRATEGIC REPORT | CHAIR’S STATEMENT

Dear Shareholder,

I am pleased to present the Company’s first results as

an operating REIT, following the internalisation of its

management function (“Internalisation”) in March

2025. The Internalisation, which I discuss in more detail

below, was a key milestone among several achieved

in a transformational year for the Company. These

accomplishments have positioned the Company to

capitalise on the compelling investment opportunities

that we are seeing at this stage of the real estate cycle.

In November 2024, we set out a series of key strategic

initiatives, aimed at reducing costs, delivering sustainable

and growing earnings, and ultimately narrowing the share

price discount to NTA. Having successfully delivered

on these initiatives, including recycling capital, lease

renewals on three of our supermarkets and completing

the Internalisation of the business, it is encouraging to see

a positive market response. In the calendar year-to-date,

SUPR’s share price has risen 16%, versus the FTSE EPRA

NAREIT UK Index which is down 2% (based on the closing

share price as at 15 September 2025) and the discount to

NTA has narrowed markedly. However, we recognise that

there is still more work to be done.

These strategic initiatives have evidenced the affordability

of rents across our high-performing omnichannel

supermarket portfolio, supported our asset valuations,

and demonstrated strong alignment with shareholder

interests, as described below.

Demonstrating affordable rental levels. In February, lease

renewals for the Company’s three shortest-leased stores

provided clear evidence of the above-average affordable

rental levels for our high-quality stores. New 15-year leases

were agreed with Tesco, featuring inflation-linked annual

uplifts. The day one starting rents on these renewed

leases were struck at an average of 35% above the MSCI

supermarket rental index and 13% ahead of our own

valuer’s Estimated Rental Values (“ERVs”), highlighting the

above average rents that operators are prepared to pay for

continued access to stores in our high-quality portfolio of

grocery assets.

Demonstrating asset valuations. The Company completed

two key disposals this year, crystalising the market value of

the Company’s assets.

Tesco, Newmarket: We sold this store to Tesco for

£63.5 million, at a net initial yield of 5.2%

and 7.4% above

the June 2024 book value, highlighting the strong demand

for low-yielding omnichannel stores. Tesco’s purchase of

the store also underlines the asset’s strategic importance

to the operator.

Strategic joint venture (“JV”): In April, SUPR formed a

strategic JV with funds managed by Blue Owl Capital, a

global asset manager with $284+ billion of assets under

management. The JV was seeded with eight of SUPR’s

high-yielding supermarkets, which were transferred into

the JV at 3% above the December 2024 book value. SUPR

retained a 50% stake in the JV, generating c.£200 million

in net proceeds and will receive an ongoing management

fee enhancing the Company’s earnings. The JV further

supported SUPR’s asset valuations, endorsed our investment

thesis, and unlocked additional capital for further

acquisitions while preserving future growth optionality.

Demonstrating alignment with investors. In March this

year, the Company internalised its management function,

delivering significant benefits for shareholders. Firstly,

the Internalisation is on-track to deliver the expected

c.£4 million of annual cost savings. The benefits of these

cost reductions are already evident in our EPRA cost ratio

which has reduced from 14.7% to 13.0% reflecting savings

made during the year and we are on-track to see the full

benefits in FY26. With the annual savings realised from the

Internalisation, we are targeting one of the lowest EPRA

cost ratios in the sector—below 9%—to deliver a highly

efficient platform for our shareholders. As we continue to

scale the business, we are confident in our ability to drive

these costs even lower.

The Internalisation also provides greater alignment

between management, the Board and shareholders and we

are delighted to welcome Rob Abraham, CEO, and Mike

Perkins, CFO, to the Board as Executive Directors. The Board

would like to extend its thanks to the Atrato team for their

contribution to the growth of the Company since its IPO.

CHAIR’S STATEMENT

6.18p

FY26 MINIMUM

DIVIDEND TARGET

13.0

EPRA COST

RATIO

. Assuming standard purchaser costs of .%

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Listing Changes. The Company completed a secondary

listing on the Johannesburg Stock Exchange (“JSE”) in

December enhancing its profile with a broader investor

base and I am pleased to welcome our new South African

shareholders to the register. Following completion of the

Internalisation, the Company also secured shareholder

support to change its UK listing to the equity shares

(commercial companies) category of the Official List, which

has, among other things, enhanced efficiency, operational

flexibility and the attractiveness of the Company to

investors in the UK and overseas.

Governance. The Nomination Committee continues its

succession planning. Sapna Shah, SID and Chair of the

Nomination Committee, has overseen the appointment of

Roger Blundell to the Board to succeed Jon Austen as Audit

& Risk Committee Chair. As part of the Board’s succession

planning, Jon will step down from the Board following the

2025 AGM as he approaches the end of his nine-year term.

On behalf of the Board, I would like to offer my sincerest

thanks to Jon for the huge contribution that he has made

to the Company, having served on its Board since the IPO

in 2017.

Sustainability. We continue to put sustainability at the

heart of the business and this year I am pleased to report

that in addition to the publication of our inaugural Climate

Transition Plan, we have published our third annual

sustainability report to coincide with the release of our

TCFD compliant full year results.

Post period end actions. Following the period end, the

Company has reinforced its commitment to delivering

long-term shareholder value, with the earnings enhancing

acquisition of a Tesco supermarket in Ashford, a top

performing foodstore, marking the first reinvestment of

proceeds from the JV. The Company also issued its first

sterling bond which secures long-term financing at an

attractive fixed rate. The investment grade bond enhances

the Company’s financial flexibility and the potential

earnings accretion of the acquisition pipeline as the

business continues to scale.

Outlook

With a fully aligned internal management structure now in

place, supported by a high-calibre team of sector specialists,

we believe we are well positioned to deliver significant

long-term value for shareholders. The Company’s

supermarket tenants continue to perform strongly with

the non-discretionary and highly resilient grocery market

benefitting from an extended period of food price inflation

and sales growth across the market.

The Board recommends a minimum target dividend of

6.18p for the year ending June 2026. While our near-term

focus remains on delivering a growing and fully covered

dividend, ultimately our aim is to position the Company to

deliver dividend growth ahead of that seen in recent years,

during which we have been actively managing the impact

of higher financing costs since 2022.

The Company has delivered a huge amount of progress this

year and I am pleased with the positive response from our

shareholders. The Company has demonstrated its agility and

innovation, evidenced through strategic transactions such

as the JV which attracted a strategic partner, warehoused

future pipeline, released capital and leveraged our team’s

sector expertise to generate additional earnings through the

ongoing management fee. We have a current and compelling

pipeline of opportunities, access to capital and the right

team to deliver them. I look forward to updating the market

as we maintain the pace of activity and creativity displayed

this year, and as we continue to grow the business and

deliver long-term value for shareholders.

Nick Hewson

Chair

 September 

“ With a fully aligned internal

management structure now

in place, supported by a

high-calibre team of sector

specialists, we are well

positioned to deliver

significant long-term

value for shareholders.”

Nick Hewson, Chair

3ANNUAL REPORT 2025

SUPERMARKET INCOME REIT PLC 4

STRATEGIC REPORT | FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS

12 months to

30 June 25

12 months to

30 June 24 Change

Net rental income .m .m +%

EPRA earnings per share



. pence . pence -%

IFRS earnings per share . pence (.) pence n/a

Dividend per share declared . pence . pence +%

Dividend cover

 

.x .x n/a

EPRA cost ratio



.% .% n/a

30-June-25 30-June-24 Change in Year

Portfolio valuation



,m ,m -%

Portfolio net initial yield  .% .% n/a

Investment in Joint Venture .m - n/a

EPRA NTA per share



. pence . pence n/a

IFRS NAV per share  . pence . pence -%

Loan to value  % % n/a

A TRANSFORMATIONAL YEAR POSITIONING THE COMPANY FOR INCREASED SCALE AND EARNINGS GROWTH.

DEMONSTRATING ALIGNMENT WITH SHAREHOLDERS, ASSET VALUATIONS AND AFFORDABILITY OF RENTS.

The Board of Directors of Supermarket Income REIT plc (LSE: SUPR, JSE: SRI), the real estate investment trust, reports its

audited consolidated results for the Group for the year ended  June  (the “Year”).

Significant strategic milestones achieved

• Positioned for materially improved earnings and

dividend cover through £6 million of expected total cost

saving initiatives

– Internalisation to deliver £4 million of expected cost

savings and clear alignment between the Company,

management team and shareholders

– Committed to being one of the lowest cost companies

in the sector targeting below 9% EPRA cost ratio

– Debut sterling bond issuance fixing £250 million of

debt costs for 6 years at 5.125% coupon

• Active capital recycling proving asset valuations and

releasing capital for reinvestment

– Strategic £403 million Joint Venture (the “JV”) with

funds managed by Blue Owl Capital (“Blue Owl”) at 3%

premium to 31 December 2024 book value

– SUPR holds a 50% interest in the JV and its future

pipeline of assets and realised c.£200 million of net

proceeds to deploy into an attractive pipeline of

investment opportunities

– Sale of Tesco, Newmarket for £63.5 million at 7.4%

premium to 30 June 2024 book valuation

• Active capital recycling has resulted in a marginal decline in

EPRA earnings per share of 2%, which reflects temporary

cash drag as the Company continues to deploy the net

proceeds from the JV

• Renewed leases on the three shortest leased

supermarkets demonstrating affordability of rents

– Extended leases to 15 years with RPI linked annual reviews

– New starting rents in line with acquisition underwrite at

4% rent to turnover, 35% ahead of MSCI supermarkets

average rent per sq.ft. and 13% above valuer’s ERVs

• Secondary listing on the JSE broadening SUPR’s

exposure to international investors

Positioning for future growth

• FY26 target dividend increased to a minimum of 6.18

pence per share

• Reduction in EPRA cost ratio of 1.7% during the year,

with additional reductions expected in FY26 reflecting a

full year of benefits from Internalisation cost reductions

• LTV of 31% as at 30 June 2025 (30 June 2024: 37%) providing

capacity for growth through increased leverage to fund

earnings accretive acquisitions (current LTV of 34%)

• 100% occupancy and 100% rent collection

since IPO

– Income backed by the leading and largest operators in

the non-discretionary grocery sector

• c. £450 million of liquidity in the form of cash and

undrawn committed facilities

• Fitch BBB+ investment grade rating reaffirmed providing

access to attractively priced long-dated debt

• Post balance sheet debut £250 million oversubscribed

sterling bond issuance with a six-year term and a fixed

coupon of 5.125%

Earnings accretive acquisitions

• Acquired a Sainsbury’s store in Huddersfield for

£49.7 million at a 7.6%

net initial yield (“NIY”)

• Acquired nine Carrefour assets in France through a

sale and leaseback for a total purchase price of €36.7

million

, at a portfolio NIY of 6.8%

• Post balance sheet acquisitions include a Tesco store in

Ashford for £54.1 million at a 7.0%

NIY and a Waitrose

store in Anglesey for £4.8 million at a 6.1%

NIY.

FINANCIAL HIGHLIGHTS

. Subject to rounding

. NIY achieved on transaction costs of .% due to the acquisition of a

corporate entity

. NIY achieved on transaction costs of .% due to the acquisition of a

corporate entity

. NIY based on standard purchaser’s costs in Wales

. The alternative performance measures used by the Group have been

defined and reconciled to the IFRS financial statements within the unaudited

supplementary information

. Including share of joint venture portfolio

. Calculated as EPRA earnings divided by dividend paid in the year

ANNUAL REPORT 2025 5

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Strong grocery sector growth

• The non-discretionary grocery market continues to

demonstrate growth and resilience

• UK grocery market has shown consistent growth, with

sales up 5.4% year on year in July 2025

forecast to grow

to £259 billion in 2025

– Tesco and Sainsbury’s increased sales and market

share in the year with a combined 43% market share

– Total online market share at 12% and growing

• French grocery market has shown consistent growth,

with total sales forecast to reach €329 billion in 2029,

representing 3% annual growth

– Carrefour has a 21.5% market share in France, an

increase of 2.2 percentage points since June 2024

– Online is one of the fastest growing channels

experiencing 88% growth between 2018 and 2025

accounting for approximately 10% of the market

Material cost savings and increased alignment with

shareholders

• Internalisation of the management function expected to

deliver at least c.£4 million of annual cost savings

• Reduced EPRA cost ratio to 13%, targeting further cost

efficiencies in FY26 with the aim of achieving below 9%,

among the lowest in the sector

• Broader investor appeal with the transfer of listing

from the closed-ended investment fund category to the

equity shares (commercial companies) category of the

Official List

Supermarket property valuations increasing

• The Company’s portfolio valuation increased by 1.9%

on a like-for-like basis

• NIY of 5.9% (30 June 2024: 5.9%)

• The Company acquired £81.2 million

of assets at an

average yield of 7.3%, representing an attractive 2.3%

spread to the incremental cost of debt

• The Company disposed of £466.8 million

of assets,

highlighting strong demand for omnichannel stores

– Tesco, Newmarket: sold to Tesco plc for £63.5 million,

7.4% above book value

– Eight stores in the 50:50 JV: £403.3 million, 3% above

book value

• Constrained transaction volumes with potential sellers

choosing to hold on to assets, placing upwards pressure

on valuations

Further progress on key sustainability initiatives:

• EPRA Sustainability Best Practices Recommendations

(sBPR) Silver and Most Improved Awards

• First Climate Transition Plan published

• Improved ESG data collection processes with electricity

and natural gas data collected from all supermarket

tenants

• Strong tenant net zero commitments continue to drive

significant tenant capital expenditure on stores

• EV charging operational at 38% of sites and solar arrays

operational across 16% of stores in the Portfolio

• Awarded sixth consecutive EPRA Gold award for

governance

“ This has been a transformational year for SUPR which has positioned the Company to return

to growth. The team has delivered shareholder value through a number of key strategic

milestones, most notably the Internalisation which will deliver significant cost savings and

provides greater alignment with shareholders. We have proactively sought to deliver further

shareholder value through establishing a £403 million JV, issuing our debut £250 million

sterling bond, demonstrating the affordability of rents and validating asset valuations,

whilst broadening our investor base through our secondary listing on the JSE.

The investment case for supermarket real estate is as compelling as ever and our relationship

led model combined with sector specialism allow us to unlock attractive opportunities for

shareholders. Our portfolio of 82

high-quality foodstores let to operators of significant scale,

under triple net leases with contractual inflation linked uplifts, enables us to deliver an efficient

platform with a falling cost ratio.

We remain focused on delivering shareholder value as we look to scale the platform further.

Our team of grocery sector specialists continues to demonstrate its ability to originate and

execute on an attractive acquisition pipeline of earnings enhancing opportunities. Through

this pipeline we expect to deliver a growing and fully covered dividend.”

Robert Abraham

CEO

. Kantar grocery year on year grocery sales for the four weeks to  July 

. IGD UK Grocery Market Value forecasts

. Kantar – Grocery Market Share Data as at June 

. IGD France Grocery Market Value forecasts

. Including realised and unrealised gains

. Excluding acquisition costs and including an additional store which was

acquired by the Company post-period end due to a conditional purchase

agreement

. Excluding costs associated with disposals

. Book value as at  June 

. Value as at  December 

. Including assets managed on behalf of the joint venture and a store

for which the Company signed a conditional purchase agreement

SUPERMARKET INCOME REIT PLC 6

STRATEGIC REPORT | OUR STRATEGY AT WORK

OUR STRATEGY

We have acquired a unique portfolio of top performing, mission critical supermarkets with

attractive trading fundamentals. Our investment strategy is to capitalise on the long-term

structural growth in the non-discretionary grocery market. We are the largest landlord of

omnichannel grocery stores in the UK.

OUR INVESTMENT MODEL

We offer our investors a combination of attractive, secure and growing income

with potential for long term capital growth by acquiring top-performing mission critical

grocery stores.

DELIVERING OMNICHANNEL

The omnichannel model integrates three key delivery methods to

serve consumers: traditional in-store shopping, click & collect and home delivery.

This combination helps to deliver increased sales and customer satisfaction.

OUR VISION

We are dedicated to investing in

supermarket property that is mission critical

to national food infrastructure and serves local

communities as essential retail.

TRADITIONAL

IN-STORE

CLICK & COLLECT

AT STORE

HOME DELIVERY

FROM STORE

OUR STRATEGY FOR GROWTH

ANNUAL REPORT 2025 7

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

OPERATIONAL ACTIVITY

1. LEASE RENEWALS ON THREE TESCO

SUPERMARKETS

In February 2025, the three shortest leased

supermarkets in our portfolio, Tesco Bracknell, Bristol

and Thetford had new 15-year leases agreed with the

operator with starting rents which were 35% above

MSCI’s supermarket benchmark index and 13% above

our valuer’s estimated rental values. Read about how

these lease renewals demonstrate the affordable

rental levels for our strong trading, large format

omnichannel stores on page 21.

2. FORMATION OF £403 MILLION

JOINT VENTURE

In April 2025, SUPR formed a strategic joint venture

with funds managed by Blue Owl Capital, seeded with

eight of SUPR’s high-yielding supermarkets, which

were transferred into the JV at a 3% premium to book

value. Read about how this transaction supports our

investment thesis and unlocks additional capital for

further acquisitions on page 26.

3. ACQUISITION OF A £50M SAINSBURY’S

IN HUDDERSFIELD

In November 2024, SUPR acquired a large format

omnichannel store occupied by Sainsbury’s, achieving

a highly attractive NIY of 7.6%. Read about how this

asset increases our exposure to long inflation linked

leases and is supportive of long-term earnings

growth on page 20.

4. ACQUISITION OF A £4.8M WAITROSE

IN ANGLESEY

In August 2025, SUPR purchased a small format store

occupied by Waitrose, for a net initial yield of 6.1%

providing an accretive level of earnings relative to

the Company’s cost of debt. Read about how this

acquisition demonstrates the opportunity to grow the

portfolio through smaller transactions sizes, whilst

maintaining income quality and securing long lease

terms on page 29.

SUPERMARKET INCOME REIT PLC 8

STRATEGIC REPORT | OUR STRATEGY AT WORK

The grocery market is changing. The developing online market adds a

new dimension to the long established, traditional grocery market.

For the operator: the economies of scale resulting from a near

doubling in online grocery penetration has halved delivery costs

from omnichannel stores.

For the customer: adding online fulfilment to a store creates a better

in-store experience. This virtuous cycle effect of an omnichannel

supermarket is driving the global convergence towards

omnichannel being the optimal future model of grocery.

OMNICHANNEL AT OUR CORE

CONSUMERSOMNICHANNEL

SUPERMARKET

CLICK & COLLECT

AT STORE

HOME DELIVERY

FROM STORE

TRADITIONAL

IN-STORE

The grocery sector benefits from robust fundamentals including,

non-discretionary spending, inflation linkage through the efficient

passthrough of cost to consumers, high barriers to entry and long,

inflation-linked leases. Increasingly, operators are leveraging

operational efficiencies through integrated fulfilment models,

which enhance both profitability and customer experience.

SECTOR STRENGTH AND OPERATIONAL EFFICIENCY

INCREASED

SALES, BASKET

SIZES AND

ONLINE ORDERS

ENHANCED

CUSTOMER

EXPERIENCE

AND LOYALTY

TENANT

INVESTMENT

IN STORES

STRONG

TENANT

PERFORMANCE

RESILIENT

CUSTOMER

DEMAND

STABLE, GROWTH

INCOME RETURNS

The evolution of online grocery adds a complementary dimension

to the traditional store network, reinforcing the importance of

physical locations, particularly omnichannel stores. For operators,

this integration drives economies of scale and cost efficiencies. For

customers, it enhances convenience and satisfaction.

This virtuous cycle is helping to position grocery as one of the most

attractive real estate sectors for long-term investment—offering

secure, inflation-linked income and defensive characteristics in a

changing macroeconomic environment.

A SECTOR POSITIONED FOR LONG-TERM GROWTH

GROCERY: A RESILIENT AND GROWING SECTOR

We seek to own and manage a leading portfolio of

handpicked, high-quality supermarkets that earn long-

dated, secure, inflation-linked, growing rental income

and the potential for long-term capital growth.

Our strategy focuses on acquiring assets that are critical

to the operations of major grocery operators. These

assets are a critical part of national food infrastructure.

JULY

2017

FEB

2020

MAY

2020

APR

2021

FEB

2022

JUNE

2022

JULY

2022

JULY

2023

DEC

2024

MAR

2025

APR

2025

JULY

2025

JULY

2025

IPO listing £500m AUM Formation

of JV to

purchase

Sainsbury’s

Reversion

Portfolio

£1bn AUM BBB+

Investment

Grade Credit

Rating

Secured

FTSE250

inclusion

Executed

£412m

Unsecured

Debt Facility

Received final

proceeds

from

Sainsbury’s

Reversion

Portfolio

delivering

30% IRR and

1.9X money

multiple

Secondary

listing on the

Johannesburg

Stock

Exchange

Internalisation

of the

management

function

Formation

of £403m

strategic JV

with funds

managed

by Blue Owl

Capital

Transfer of

Listing

Debut

£250m,

6-year,

Unsecured

Bond

OUR TRACK RECORD

SEP

2019

SEP

2020

JUNE

2021

SEP

2021

SEP

2022

SEP

2023

MAR

2024

SEP

2024

SEP

2024

JUNE

2025

EPRA BPR

Gold Award

EPRA BPR

Gold Award

SUPR adopts

the UN SDGs

EPRA BPR

Gold Award

EPRA BPR

Gold Award

EPRA BPR

Gold Award

SBTi approved

emission

reduction

targets

EPRA BPR

Gold Award

EPRA sBPR

Most Improved

and Silver

Awards

SUPR Climate

Transition Plan

published

COMMITMENT TO GOVERNANCE AND SUSTAINABILITY

ANNUAL REPORT 2025 9

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

OUR PORTFOLIO

We have built a unique portfolio of supermarkets, diversified both by geography

and tenant. Our properties are ’mission critical’ to our grocery tenants, operating

as key online fulfilment hubs as well as generating in-store physical sales.

STRATEGIC REPORT | OUR STRATEGY AT WORK

. Total figure may exceed % due to rounding

. Including assets managed on behalf of the joint venture and a store for

which the Company signed a conditional purchase agreement

. By value

. Subject to rounding

. By rental value

Exposure by valuation

Tesco 43%

Sainsbury’s 32%

Carrefour 6%

Waitrose 5%

Morrisons 4%

Asda 2%

Aldi 1%

M&S 1%

Non-food 7%

Total 100%

Portfolio weighted by value

based on 30 June 2025

valuation.

Indexation

Income mix by

rent review type

RPI 64%

CPI 7%

ILC 6%

Fixed 2%

OMV 21%

Total 100%

Portfolio weighted by rental income

as at 30 June 2025.

OUR PORTFOLIO IN NUMBERS

SUPERMARKETS

5.9

NET INITIAL YIELD

(“NIY”)

OMNICHANNEL

STORES

100

OCCUPANCY

SINCE IPO

100

RENT COLLECTION

SINCE IPO

INFLATION-LINKED

RENT REVIEWS

The Company continues to build on its

existing portfolio of strong trading,

mission critical omnichannel

supermarkets backed by leading grocery

operators. These assets form

a key part of our tenants’ last mile

fulfilment networks and help to capture

both online and in-store shopping.

Currently 93% of

our supermarket assets are

omnichannel, by value.

SUPERMARKET INCOME REIT PLC 10

STRATEGIC REPORT | OUR STRATEGY AT WORK

INVESTING IN A SUSTAINABLE FUTURE

Environment, social and governance (“ESG”) is a key priority for the Company.

The Board is committed to delivering the Company’s ambitious sustainability goals.

1. CLIMATE AND ENVIRONMENT

Reduce our emissions to achieve a

net zero carbon portfolio and

mitigate the environmental impacts

of our assets.

2. TENANT AND

COMMUNITY ENGAGEMENT

Partner with our tenants and stakeholders

to ensure our assets enhance the

communities in which they are located.

3. RESPONSIBLE BUSINESS

Strengthen ESG performance and

uphold responsible business

practices to deliver long-term value.

The Company’s Sustainability Strategy supports multiple UN

Sustainable Development Goals (SDGs) and particularly focuses

on those goals which we consider most material to our business

– namely, goals 8 – Decent work and economic growth, 11 –

Sustainable Cities and Communities, 12 – Responsible

Consumption and Production, and 13 – Climate Action, all of

which are underpinned by goal 17 – Partnerships for the goals.

The Company’s progress against these three pillars supports our

purpose which is to create sustainable long-term value through

owning high-quality grocery-anchored real estate that is critical

to national food infrastructure and serves local communities as

essential retail. The Company has published its third standalone

Sustainability Report which details its sustainability

performance and progress against the three pillars of the

sustainability strategy and priorities for the year ahead.

Refer to our standalone Sustainability Report for more

information.

In addition to the Company’s Sustainability Report, disclosures in

line with the Task Force on Climate-related Financial Disclosures

(“TCFD”) recommended disclosures and the Company’s

Streamlined Energy and Carbon Reporting (“SECR”), have been

included within the Annual Report on pages 36 to 48. For the

second consecutive year, the Company has also undertaken

independent assurance over its reported Scope 1, 2 and 3 GHG

figures (refer to the Assurance Report on the Sustainability page

of the Company’s website).

UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS (SDGS) ALIGNMENT

Investing responsibly for long-term value creation

remains at the heart of the Company’s business

model. The Company has continued to make

considerable progress against all three pillars of its

Sustainability Strategy.

Our Sustainability Strategy is underpinned by these

core pillars that reflect the most material

sustainability issues for our Company and the

long-term nature of our investments. Our approach

to sustainability is grounded in our commitment to

responsible investment and good stewardship,

with the aim to create and deliver long-term value

for our stakeholders.

THE THREE PILLARS OF OUR SUSTAINABILITY STRATEGY

RESPONSIBLE

INVESTMENT FOR

LONG-TERM VALUE

PILLAR 1

CLIMATE AND ENVIRONMENT

PILLAR 2

TENANT AND

COMMUNITY

ENGAGEMENT

PILLAR 3

RESPONSIBLE

BUSINESS

TOWARDS NET ZERO

The Company has committed to reaching net-zero greenhouse

gas (“GHG”) emissions across our value chain by 2050.

The Company has set ambitious underlying targets across

our Scope 1, 2 and 3 emissions, which were validated and

approved by the Science Based Targets initiative (“SBTi”)

in 2024.

CLIMATE TRANSITION PLAN

A significant milestone has since been reached under the

Climate and Environment pillar of the Company’s Sustainability

Strategy, with the publication the Company’s first Climate

Transition Plan.

Our Transition Plan details how the Company intends to reduce

its emissions in line with its near and long-term emissions

reduction targets. The publication of the Transition Plan reflects

the Company’s commitment to making continued progress

against its net zero commitment and our belief in the importance

of transparent reporting.

Refer to our standalone Sustainability Report for

more information on our Sustainability Strategy

ANNUAL REPORT 2025 11

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

SUSTAINABILITY STRATEGY IN ACTION

The Company is committed to advancing our sustainability initiatives, supporting our tenants

to improve their ESG performance and upholding our responsible investment commitments.

ENERGY EFFICIENCY IMPROVEMENTS AT PRESCOT

Tenant-led investments into store improvements, including LED lighting installation,

refrigeration system upgrades and removal of fossil fuel heating and cooling

systems, help to improve operational energy efficiency of the stores and reduce

emissions – supporting the Company’s Scope 3 emissions reduction target. A recent

example of such improvements was seen at the Company’s Tesco Prescot site, with a

significant investment into the store in 2024, which has seen new refrigeration units

installed throughout the store (replacing units which were over 15 years old),

upgraded heating systems with two new efficient boilers, and a general store

refurbishment

KEY STATS:

Scope 3 energy consumption and resultant emissions from

Downstream Leased Assets (Scope 3 category 13), which

includes tenant Scope 1 and 2 emissions, have decreased

28% on prior year

MAKING A DIFFERENCE THROUGH COMMUNITY ENGAGEMENT

The Company has continued to focus on

its broader community engagement

efforts to ensure its assets enhance the

local communities in which they are

located. Through its charitable giving

and volunteering initiatives in FY25, the

Company has donated £180,000,

supporting 13 charities across the UK

and giving more than 80 hours in

volunteering time. The Company

continues to support community

engagement initiatives and during the

reporting period held its first Nature Day

pilot event in collaboration with Tesco,

at its Tesco Willow Brook site. The event

aimed to educate shoppers and families

on the importance of nature and

protecting biodiversity, and provided a

space for community members to

connect, learn and interact.

KEY STATS:

£180,000 donated

13 charities supported

86.5 volunteering hours

8,782 Nature Day attendees

CONTINUING TO ENHANCE ESG DATA AND REPORTING

The Company recognises the importance of transparent, decision-useful

sustainability reporting to improve its accountability to stakeholders. The Company

published its first EPRA Sustainability Best Practices Recommendations (“sBPR”)

Report in June 2024, receiving Most Improved and Silver sBPR Awards for its

inaugural report and has included updated sBPR disclosures within its standalone

2025 Sustainability Report.

During the reporting period, the Company has also focused on improving ESG data

collection from tenants to improve the completeness and accuracy of its GHG

Inventory and to allow more accurate tracking of year-on-year changes, evidence

emissions reductions in the portfolio and identify stores to prioritise EPC

reassessments.

KEY STATS:

. Primarily driven by increased availability of refrigeration data from supermarket tenants, offering a more

accurate representation of refrigerant-related emissions. A decrease in supermarket tenant electricity

consumption also reduced absolute Scope  category  emissions.

Actual (vs estimated) UK supermarket

tenant energy consumption data

increased to 63% (from 26% prior year)

SUPERMARKET INCOME REIT PLC 12

STRATEGIC REPORT | CHIEF EXECUTIVE’S REVIEW

CHIEF EXECUTIVE’S REVIEW

BUSINESS REVIEW

KEY FIGURES

5.9% NIY

82 SUPERMARKETS

RENT PSF: £23PSF

KEY ACHIEVEMENTS

INTERNALISATION OF THE MANAGEMENT

FUNCTION OF THE BUSINESS DELIVERING

AN EXPECTED £4 MILLION OF COST SAVINGS

AND INCREASED ALIGNMENT WITH

SHAREHOLDERS

FORMATION OF A £403 MILLION JV WITH

BLUE OWL

LEASE RENEWALS ON THREE

SUPERMARKETS WITH 15-YEAR, INFLATION

LINKED LEASES WITH RENTS 35% ABOVE

THE MSCI SUPERMARKET RENTAL INDEX

AVERAGES

1. This year marked a pivotal moment

for the business, with significant

milestones achieved and portfolio

initiatives delivered in quick

succession. These

accomplishments are the

culmination of an extraordinary

team effort, driving real value for

our shareholders.

2. Internalisation of the Company’s

management function delivering

material cost savings and enhanced

alignment with investors.

3. Demonstrating the affordability of

rents in our high-quality portfolio

through lease renewals as well as

crystalising the value of our assets

through capital recycling.

4. The formation of the JV with a highly

credible global real estate investor in

Blue Owl unlocked capital while

providing further supporting

evidence for our investment thesis on

higher yielding UK supermarkets. The

JV offers an attractive management

fee and the ability to retain a stake in

these high-quality assets.

5. Public bond issuance had long been

on our strategic agenda, and post

year-end, we acted swiftly to seize a

window of opportunity for a

significantly oversubscribed £250

million debut bond issue — a

testament to the team’s agility and

readiness.

6. Investor interest continues to

broaden, notably with the successful

JSE listing completed in December

2024. We’re pleased to welcome our

South African investors, who now

represent approximately 3% of our

this in the coming years and further

diversifying the share register.

A TRANSFORMATIONAL YEAR FOR SUPR

1. With a strengthened balance sheet

and access to capital at a

competitive cost across equity,

debt, and joint ventures, we are well

positioned to execute on a

compelling pipeline of assets, as we

continue to scale the business.

2. This pipeline provides attractive

avenues for growth across the

grocery real estate spectrum while

maintaining a focus on leading

operators with significant scale and

market share.

3. New supply is entering the market

through sale and leaseback

transactions for the first time in

many years. These supermarket

sites are often top-performing

grocery locations which have been

operating for 30+ years.

4. The grocery real estate investment

case remains highly compelling: a

sector underpinned by non-

discretionary spend, national food

infrastructure and mission critical

real estate for tenants.

5. Drivers for rental growth are evident:

zero vacancy, mission critical

properties, strong grocery sales

growth (particularly for omnichannel

stores), prohibitively high

development costs and a shortage of

prime locations (see Sainsbury’s

acquisition of Homebase stores to

convert into supermarkets).

6. Our internalised structure provides

clear alignment with shareholders

and the desire to scale does not

come at the cost of quality and

delivering sustainable returns.

OPPORTUNITY FOR GROWTH

. Including assets managed on behalf of the joint venture and a store for which

the Company signed a conditional purchase agreement

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The year in review

A year of significant achievements for the Company

FY25 has been defined by the successful delivery of

the key strategic initiatives which were announced

in November 2024. Against a backdrop of continued

economic uncertainty, we have maintained our focus on

proactively seeking to drive value for our shareholders.

From internalising our management structure to launching

a landmark JV with Blue Owl, SUPR has taken the

decisive and necessary steps to improve alignment with

shareholders, reduce costs, and enhance long-term earnings.

We remain focused on capital recycling, sustainability, and

broadening our investor base. These achievements position

SUPR well for growth and a continued leadership in the UK

grocery real estate sector.

A team aligned with shareholders, delivering on strategic

initiatives

. Internalisation reducing costs and enhancing

shareholder alignment

In March, we announced our intention to internalise the

Company’s management function. The Internalisation

offered compelling financial and strategic benefits, including

estimated annual cost savings of at least £4 million,

stronger shareholder alignment, a streamlined management

structure and broader investor appeal beyond externally

managed vehicles.

The Board agreed to pay Atrato Group a £20.8 million

termination fee which secured the termination of the

management contract and the transfer of SUPR’s staff and

Intellectual Property (“IP”) to the Company.

The Internalisation is on track to deliver significant cost

savings of at least £4 million per year which is equivalent to

a c.19% yield on cost, the highest return on capital of any

available allocation option at the time of Internalisation.

The cost saving has a direct impact to SUPR’s EPRA cost

ratio with our target of below 9% forecasted to be one of the

lowest in the sector.

Peer

SUPR

current

Peer

SUPR

Target

Peer

7.8%

<9%

13%

62.0

Based on recent company accounts where disclosed. Peer group based on FTSE-350 REITs,

excluding operating companies and those that have undergone recent corporate takeovers.

EPRA cost ratios (including direct vacancy costs):

FTSE 350-listed REITs

EPRA cost ratio

The internalised structure materially enhances shareholder

alignment with the Company able to retain a team of sector

specialists whose goals and remuneration are aligned with

shareholder returns. The simplified management structure

also provides greater strategic flexibility to explore potential

future fee generating opportunities such as joint ventures

and broadens SUPR’s potential investor universe.

. Proving rents & outperforming ERVs

In February, we took the decision to agree lease renewals

on the three shortest leased Tesco stores in the Company’s

portfolio. We agreed new 15-year leases with Tesco on

supermarkets located in Bracknell, Bristol, and Thetford at

rents 35% above the MSCI supermarket benchmark index and

13% above the Company’s valuer’s ERV. These leases included

annual RPI-linked rent reviews (capped at 4%, floored at 0%)

and extended the portfolio WAULT from 11 to 12 years, with

no major renewals now due until 2032.

. Based on recent company accounts where disclosed. Peer group based

on FTSE- REITs, excluding operating companies and those that have

undergone recent corporate takeovers

. Excludes leases where passing rent is <.% of annual rent roll

“ FY25 has been defined by the

successful delivery of our key

strategic initiatives announced

in November 2024. Against a

backdrop of continued economic

uncertainty we have maintained

our focus on proactively

seeking to drive value

for our shareholders.”

Robert Abraham, Chief Executive Officer

13ANNUAL REPORT 2025

SUPERMARKET INCOME REIT PLC 14

STRATEGIC REPORT | INVESTMENT ACTIVITY

ALIGNMENT

INTERNALISATION OF THE MANAGEMENT FUNCTION

In March 2025 the Company announced the intention to Internalise the

Company’s management function.

DEMONSTRATING

WITH SHAREHOLDERS



M

ESTIMATED ANNUAL

SAVINGS OF C.

MILLION

<

TARGET EPRA COST

RATIO OF <%

BENEFITS OF

INTERNALISATION

The Internalisation offered

compelling financial and strategic

benefits, including stronger

alignment between management,

the Board and shareholders,

annual cost savings of at least

c.  million, a streamlined

management structure and broader

investor appeal beyond externally

managed vehicles.

ANNUAL REPORT 2025 15

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

ALIGNMENT

WITH SHAREHOLDERS

SUPERMARKET INCOME REIT PLC 16

STRATEGIC REPORT | CHIEF EXECUTIVE’S REPORT CONTINUED

Average figures for the three supermarket lease renewals

Lease term  years

(from average of  years)

Regear rent per sq. ft.

Vs. Valuer’s ERV +%

Vs. MSCI supermarket

benchmark index

+%

Vs. Passing rent -%

Rent to turnover* %

*Based on Company research

There was an average 20% reduction in passing rent

on these stores which was anticipated in our original

acquisition price with our returns analysis guided by the 4%

rent to turnover benchmark. The three stores had previously

been valued at a c.7% NIY (due to their overrented nature

ahead of the lease renewal) compared to our portfolio level

NIY of 6% at the time. Following the lease renewals the

three supermarkets have been revalued at an average NIY

of 5.3% delivering a capital value increase of 8.0%.

This active management of the shorter leases in the

Company’s portfolio has demonstrated the attractive

supermarket rental levels that UK grocers are willing to

pay to secure long-term trading from a high performing

mission critical site. We believe this should release

embedded value in the Company’s portfolio that is not

yet reflected in valuations.

Long term projections for food price inflation and

supermarket sales growth continue to underpin the

affordability of rents in SUPR’s portfolio.

A case study on this topic is available on page 21.

. Capital recycling, proving valuations and

growing earnings

During the year, we sold a Tesco store in Newmarket

for a consideration of £63.5 million representing a 7.4%

premium to book value. This was acquired by Tesco plc,

underlining the strategic importance of strong trading, large

format, omnichannel stores to the supermarket operators.

The sale of this supermarket provided further market

evidence of our ability to crystallise valuations and release

capital from a tight yielding asset which can be redeployed

into earnings enhancing opportunities.

In addition, we acquired one omnichannel store in the UK

and a portfolio of nine stores in France at a highly attractive

spread to the cost of debt of c.2.3%, these were:

• Sainsbury’s, Huddersfield (7.6% NIY): an omnichannel

store with an 11-year remaining lease term and annual

RPI linked rent reviews (0% - 4%), for £49.7 million

(excluding acquisition costs). This store was subsequently

transferred as a seed asset into the JV. See page 20 for a

detailed case study on this store.

• Carrefour tranche two, France (6.8% NIY): a portfolio of

nine stores acquired via a direct sale and leaseback with

Carrefour, for a total purchase price of €36.7 million

The transaction was financed through a private

placement, with a maturity of seven years and a

fixed rate coupon of 4.1%.

We have continued this investment cycle post-year end with

two additional acquisitions, totalling £58.9 million excluding

transaction costs, including a Tesco in Ashford and a

Waitrose in Anglesey, at an average NIY of 7.0% with

annual inflation linked uplifts.

. Growth through strategic partnership

In April, the Company entered into a strategic JV with Blue

Owl, seeded with eight of SUPR’s high yielding, omnichannel

supermarket assets from its existing portfolio. The

partnership marked Blue Owl’s first investment into the UK

real estate market, endorsing SUPR’s sector specialism and

investment thesis for mission critical grocery real estate.

SUPR will benefit from a management fee of 0.6% per annum

of the gross asset value on Blue Owl’s stake in the vehicle,

equating to c.£1.2 million, or around 0.1p in additional annual

earnings, and proceeds from the JV have already begun to be

deployed into earnings enhancing acquisitions.

The ambition is to grow the JV up to c.£1 billion in gross

asset value over the coming years. The JV transaction also

enables SUPR to retain a stake in the assets.

See page 26 for a detailed case study.

Continued progress on sustainability

Investing responsibly for long-term value creation is

embedded in the Company’s business model.

The Company has published its third standalone

Sustainability Report which details its sustainability

performance and priorities for the year ahead.

Sustainability highlights from the period include the

enhanced ESG data collection processes implemented to

improve the completeness and accuracy of the Company’s

GHG inventory, the publication of the Company’s first

Climate Transition Plan, as well as further environmental and

social asset management initiatives to benefit both occupiers

and local communities. The Company’s sustainability efforts

have been recognised by the European Public Real Estate

Association (“EPRA”), with an EPRA Sustainability Best

Practices Recommendations (“sBPR”) Most Improved Award

and a Silver Award received in September 2024 for the

Company’s inaugural EPRA sBPR reporting.

. Includes a store for which the Company signed a conditional

purchase agreement

ANNUAL REPORT 2025 17

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

For the second time the Company has also undertaken

external assurance over its reported location-based Scope 1, 2

and 3 GHG figures for FY25. The Assurance Report is available

on the Sustainability page of the Company’s website.

• Refer to our standalone Sustainability Report for more

information.

Broadening SUPR’s investor base

Along with achieving our strategic goals, we have sought to

broaden the Company’s appeal to a wider investor base:

• Secondary listing on the JSE: in response to positive

feedback and strong demand from South African

institutional investors, the Company completed a

secondary listing on the Main Board of the JSE in

December 2024. In March 2025 the Company was

included in several South African indices, most notably

the FTSE/JSE All Share Index (“ALSI”) and FTSE/JSE All

Property Index (“ALPI”) and has seen a positive response

from South African Investors with around 3% of SUPR’s

• Change in listing category: transferring from the closed-

ended investment funds category to the equity shares

(commercial companies) category of the Official List.

This structure brings SUPR in line with peers in the UK

REIT space, provides the Company with more flexibility

to execute transactions as they arise and opens the

Company to a wider range of potential investors.

We believe these initiatives, along with simplifying the

management structure through the Internalisation, will

increase SUPR’s appeal in the investment community.

Outlook

Following the delivery of our stated strategic initiatives,

SUPR is now a more efficient, lower-cost business that

is better aligned with shareholders and overall, a more

attractive investment proposition to current and

prospective shareholders.

The attractiveness of our supermarket investment thesis

has been demonstrated through the establishment of the JV

which we aim to grow over time. The JV warehouses a long-

term asset pipeline while delivering near term capital for us

to deploy into earnings enhancing opportunities. We have

already begun the redeployment of the JV proceeds and

look forward to executing on a large and attractive pipeline.

Through this pipeline we expect to deliver a growing and

fully covered dividend, which should help to close the

remaining discount to NAV.

We have made good progress this year and are pleased to

see SUPR’s share price appreciating 16% in the calendar

year to date alongside the discount to NTA narrowing. We

have positioned the business for the next exciting phase

of growth as we look to deliver greater scale, liquidity and

ultimately dividend growth which more closely matches our

rental uplifts.

SUPERMARKET INCOME REIT PLC 18

STRATEGIC REPORT | INVESTMENT ACTIVITY

CAPITAL RECYCLING PROVIDING MARKET

EVIDENCE OF ASSET VALUATIONS

During the year the Company sold Tesco Newmarket to

Tesco for £63.5 million, a 7.4% premium to book value

and formed a JV with Blue Owl seeded with eight of

SUPR’s existing stores at a 3% premium to book value.

VALUES

DEMONSTRATING ASSET

ANNUAL REPORT 2025 19

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

VALUES

DEMONSTRATING ASSET

.

TESCO, NEWMARKET

SOLD AT .% PREMIUM

TO BOOK VALUE



EIGHT OF SUPR’S ASSET

SEEDED JV AT %

PREMIUM TO BOOK VALUE

RELEASING CAPITAL

FOR EARNINGS

ENHANCING

INVESTMENTS

In addition to providing market

evidence for valuations, these

capital recycling activities have

released a combined c. million

of capital to reinvest in earnings

enhancing opportunities.

SUPERMARKET INCOME REIT PLC 20

STRATEGIC REPORT | OUR PORTFOLIO

The portfolio benefits from long unexpired lease terms with

predominantly upwards only, index linked leases, helping to

provide long-term income with contractual rental growth.

Within the UK, operators typically look at the affordability

of rent based on a benchmark of c.4% rent to turnover,

simply seen as two weeks of trade. The Group’s UK

supermarkets average rent to turnover is 4%, which equates

to £23 per sq.ft. We have highly secure income with 100%

rent collection during the year

, with Tesco and Sainsbury’s

accounting for 71% of the Group’s rent roll.

The Group’s Carrefour stores are subject to annual, uncapped

inflation-linked rent reviews and are let on low and affordable

rents of €8 per sq.ft. with an average rent to turnover of 2.0%.

The rents produce a low capital value of €109 per sq.ft.

As part of the Company’s investment strategy to acquire

high-quality, strong trading supermarkets, the Company

sometimes acquires complementary non-grocery units

that are co-located with a store. These units often create

a retail destination helping to drive further footfall into

the supermarket. Non-grocery assets represent 7% of the

Portfolio by value.

OUR PORTFOLIO

. Subject to rounding

Acquisition of a c.£50 million Sainsbury’s in Huddersfield

EARNINGS ACCRETIVE: 7.6% NIY

OMNICHANNEL HUB:

12 HOME DELIVERY VANS

LEADING OPERATOR:

15.2%

SAINSBURY’S MARKET SHARE

INFLATION LINKED LEASE: ANNUAL

RPI REVIEWS (0-4%)

LONG REMAINING LEASE TERM:

11 YEARS

DENSELY POPULATED: 215K

CATCHMENT POPULATION

(15 MINS DRIVE TIME)

This 113,348 sq.ft. store, which was

acquired in November 2024, is a great

example of the type of asset that SUPR

has in its portfolio, providing strong

in-store sales as well as acting as a

mission critical online distribution hub

with 12 delivery vans. The large and

well-located site, which has been a

Sainsbury’s supermarket since 1993,

benefits from its close proximity to

the A62, making it ideal for last mile

fulfilment. The strength of both its

in-store and online sales put its

performance within the operator’s

upper quartile.

SUPR was able to extract additional

value from this purchase by acquiring

the asset through the corporate vehicle

that holds the property, which assisted

in achieving a highly attractive NIY of

7.6%

. This yield also reflects a degree

of overrentedness, which has been

priced into the transaction economics

and allows for a reversion to the

affordable 4% rent to turnover

benchmark upon lease regear, as

evidenced in the regear case study on

page 21.

Competition is low relative to the

15-minute catchment with 1.8 sq.ft. of

total supermarket Net Sales Area per

capita, below SUPR’s portfolio average.

Over a 30-minute drive time the

catchment population is nearly 700,000.

This asset increases the Group’s

exposure to long, inflation linked leases

and is supportive of long-term earnings

growth. The asset was subsequently

transferred as a seed asset into the JV, at

a 3% premium to book value

, validating

the Group’s asset selection criteria

CASE STUDY ONE

Above: Sainsbury’s home delivery capacity around SUPR’s store in Huddersfield within a 0–30-minute

drive time radius. Illustration shows the importance of the store in the area with no other Sainsbury’s store

offering home delivery within a 25 minute drive time radius.

. Market share as at  June 

. NIY achieved on actual transaction costs of .% due to the acquisition of a corporate

entity. Acquisition NIY based on standard purchaser’s costs of .% is .%

. As at  December 

ANNUAL REPORT 2025 21

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

During the year, the Company selectively strengthened its

wholly owned (“Direct”) Portfolio with the addition of

10 supermarkets for a combined total of £81.2 million

33 35

• November 2024: A Sainsbury’s in Huddersfield, acquired

for £49.7 million. The store has an 11-year unexpired lease

term

and is subject to annual upwards only RPI-linked

rent reviews.

• February 2025: A portfolio of nine Carrefour

supermarkets located in France, acquired for €36.7

million

. The portfolio was a direct sale and leaseback

with Carrefour with a 12-year unexpired lease term and

subject to annual, uncapped inflation-linked, rent reviews.

The acquisitions during the year were purchased at an

average net initial yield of 7.3%

providing an attractive

spread to the Group’s incremental cost of debt and were

immediately accretive to earnings. The increased exposure

to index-linked income also generates further contractual

earnings growth underpinned by strong performing

investment-grade tenants.

The acquisitions during the year were financed using

existing headroom within unsecured debt facilities and

through the €39 million private placement which was

announced in February 2025.

For more information on financing arrangements refer to

note 22 of the financial information.

Tenant

Exposure by

rent roll

Exposure by

Valuation

Tesco % %

Sainsbury’s % %

Carrefour % %

Morrisons % %

Waitrose % %

Asda % %

Aldi % %

M&S % %

Non-food % %

Total % %



The Portfolio’s weighting towards investment grade tenants

provides secure long-term income with a weighted average

unexpired lease term of 11 years. In addition, the portfolio is

heavily weighted towards upwards only inflation-linked rent

reviews, providing contractual rental growth. The average

cap on our UK inflation-linked leases’ rental uplifts is 4%,

while our French leases are uncapped.

The Portfolio’s weighting towards inflation-linked rent

reviews is 77% with 56% of the Portfolio being reviewed

annually (including post balance sheet acquisitions).

Renewal of three Tesco leases, 35% above MSCI rents

LONG REMAINING LEASE TERMS: 15 YRS (FROM AN AVERAGE OF 5 YRS)

AFFORDABLE RENT: SET AT 4% OF ESTIMATED STORE TURNOVER

INFLATION LINKED LEASE: ANNUAL RPI (0% - 4%)

KEY RELATIONSHIP: TESCO REPRESENTS 43% OF SUPR'S

PORTFOLIO AND HAS 28% UK MARKET SHARE

PREMIUM RENTS: +35% ABOVE MSCI SUPERMARKETS INDEX &

+13% ABOVE VALUER’S ERV’S

CAPITAL VALUE: INCREASED BY 8.0%

In February 2025, SUPR

successfully renewed three

Tesco leases, and extending

the lease term to 15 years

from an average of five

years, increasing SUPR’s

overall portfolio WAULT from

11 to 12 years at the time of

the deal.

These successful lease

renewals demonstrate

SUPR’s sector specialism

and the importance of the

strategic relationships that

we have with leading

supermarket operators. A

key factor in agreeing the

attractive lease terms is the

mission critical nature of

these sites, validating

SUPR’s asset selection

criteria in hand-picking the

best supermarket assets

where tenants are willing to

pay premium rents to ensure

their long-term occupation

of the stores. This in turn,

unlocks higher reversionary

values driven by underlying

rental growth which are

often undervalued by

generalist investors.

This active asset

management activity also

provides market evidence for

the clear disconnect

between the premium rents

which SUPR’s portfolio of

high-quality supermarket

assets is able to achieve

compared to the lower

average rents reported in

broad benchmark indices

such as the MSCI

Supermarkets Index, which

contain a wider range of

store size and quality.

CASE STUDY TWO:

. Excluding acquisition costs

. -year WAULT at acquisition in November 

. Purchase price includes an additional store which was acquired by the

Company post-period end due to a conditional purchase agreement

. Consists of UK .% NIY and EUR .% NIY

. NIY assuming .% standard purchaser’s costs

SUPERMARKET INCOME REIT PLC 22

RENTS

STRATEGIC REPORT | INVESTMENT ACTIVITY

DEMONSTRATING AFFORDABILITY OF



RENT TO TURNOVER



STARTING RENTS

ABOVE VALUER

ERVS

ATTRACTIVE AFFORDABLE RENTS

Starting rents were set at an average % rent to turnover,

% higher than the MSCI supermarket benchmark index

and % above our valuer’s ERVs, demonstrating the

attractive affordable rental levels our high-performing,

mission-critical assets are able to achieve. Passing

rent reduced %, which was anticipated in the original

acquisition pricing assumptions. Following the lease

renewals the supermarkets have been revalued at .%

NIY (c.% prior to lease renewals) delivering an %

capital value increase.

ANNUAL REPORT 2025 23

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

RENTS

LEASE RENEWALS ON THREE SUPERMARKETS

In February 2025 the Company agreed lease renewals on its

three shortest leased Tesco stores, Bracknel, Bristol and Thetford.

New 15-year leases were agreed with annual RPI-linked

rent reviews.

SUPERMARKET INCOME REIT PLC 24

STRATEGIC REPORT | OUR PORTFOLIO CONTINUED

Indexation Income mix by rent review type

RPI %

CPI %

ILC %

Fixed %

OMV %

Total %

*Including post balance sheet events

Rent review

Income mix by

rent review type

Annual %

 yearly %

 yearly %

Total %

*Including post balance sheet events

UK rental caps

% of UK supermarket

index-linked portfolio

- % %

- % %

- % %

- % %

- % %

Total %

The rent profile of the Portfolio is broadly in line with

the affordable market benchmark at 4% Rent to Turnover

(“RTO”). The rental maturity profile is well dispersed with

the first material lease expiry in 2032.

WAULT

Supermarket

WAULT

breakdown

Supermarket

WAULT

rental breakdown

Supermarket

WAULT

count breakdown

- yrs .% . 

- yrs – – 

- yrs – – 

- yrs .% . 

- yrs – – 

- yrs – – 

- yrs .% . 

- yrs .% . 

- yrs .% . 

- yrs .% . 

+ yrs .% . 

Total .% . *

* Number of supermarkets not including one for which the Company acquired

post-period end

Defensive sector,

resilient through

economic cycles

Highly secure and

excellent visibility

of income

Cost efficient

platform

Mission critical

and future proofed

omnichannel stores

acting as last mile

of omnichannel

fulfilment hubs

Growing store

revenues provide

sustainable rental

growth

SUPR INVESTMENT CASE

. Total may not sum due to rounding

ANNUAL REPORT 2025 25

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

• The UK grocery market has repeatedly demonstrated its

defensive characteristics over the last few years, with

exceptional resilience during macroeconomic shocks,

including the pandemic and recent inflationary cycles

• With consistent footfall and non-discretionary consumer

spending, grocery tenants have seen robust performance,

supporting sustainable rental growth across the portfolio



bn

UK grocery market

expected to grow from

 billion to 

billion by 



• Long-dated lease structure with an -year WAULT

• % occupancy and % rent received since IPO



• % of rental income is inflation-linked, providing stable,

predictable income

• Let to leading operators in the UK and France

-year

WAULT

• EPRA cost ratio is one of the lowest in the sector with costs

continuing to be tightly controlled, with a target EPRA cost

ratio of under %

• Significant cost reductions expected in FY to offset the

increased cost of finance, meaning the business is now well

positioned for growth in a higher interest rate environment

.

EPRA cost ratio

• The Company is dedicated to investing in grocery properties

that are an essential part of national food infrastructure

• Managing a leading portfolio of handpicked, high-quality

supermarkets, with a focus on omnichannel stores fulfilling

both online and in person sales

• Stores are mission critical to our tenants’ operational

businesses



Omnichannel

supermarkets



• SUPR’s key UK tenants, Tesco and Sainsbury’s, continue to

perform well with grocery sales up .%



and .%



in 

respectively, without expanding on store estates

• This increase in sales has been primarily driven by strong

performance across the existing store estate, rather than

through the addition of new stores, supporting sustainable

rental growth



Tesco regear rents

set % above MSCI

benchmark index

SUPR INVESTMENT CASE

. IGD UK Grocery Market forecast

. Subject to rounding

. By value

. Tesco’s FY annual results,

like-for-like UK food sales

. Sainsbury’s FY annual results grocery sales

SUPERMARKET INCOME REIT PLC 26

STRATEGIC REPORT | OUR PORTFOLIO CONTINUED

The UK supermarket Portfolio Net Initial Yield (“NIY”) has

tightened from 5.8% to 5.7% driven by both the formation

of a strategic JV with Blue Owl and the return of market

stability which is placing upwards pressure on valuations.

The sale of the 50% interest in eight short WAULT stores to

the JV has increased the Portfolio Net Reversionary Yield

(“NRY”) from 5.1% to 5.2%.

Valuation yield metrics for the SUPR portfolio

UK Supermarkets June-24 June-25

NIY .% .%

NRY .% .%

NEY



(Direct Portfolio) .% .%

NEY



(Joint Venture) – .%

The environmental efficiency of the Company’s stores and

prospective acquisitions continues to be a key priority.

Improvements in store efficiency are delivered through

the ongoing investment by our grocery tenants into their

respective store estates. A breakdown of the Company’s

supermarket EPC ratings can be seen below:

Supermarket EPC breakdown

EPC rating

% of UK supermarket

portfolio by value

A %

B %

C %

D %

Total %

*% excludes Scottish, French and non-food units

Active asset management delivering additional value and

improving sustainability of sites

Alongside SUPR’s tenants, the Company is looking at ways

to increase the number of Electric Vehicle (“EV”) charging

points. SUPR has now installed 58 EV charging bays across

five sites. Current EV sites include:

• Morrisons, Workington

• Morrisons, Wisbech

• Tesco, Bradley Stoke

• Tesco, Chineham

• Tesco, Beaumont Leys

Formation of a £403 million joint venture with funds managed by

Blue Owl Capital

STRATEGIC LONG-TERM PARTNER: BLUE OWL CAPITAL

($284+ BILLION AUM)

JV SEED PORTFOLIO: £403 MILLION

SCALE: GOAL OF £1 BILLION

MANAGEMENT FEE: 0.6% GAV

PARTNERSHIP: 50/50

The strategic JV with Blue

Owl , a renowned real estate

investor with over $284 billion

in assets under management

(“AUM”), offers an exciting

new opportunity for SUPR

and its shareholders. It marks

the inception of a long-term

partnership, providing a

strong endorsement of

SUPR’s investment thesis for

mission critical grocery real

estate, and the benefits of its

sector specialism with

high-quality asset selection.

The £403 million JV was

seeded with eight of SUPR’s

higher-yielding existing

assets at a 3% premium to

book value

. SUPR retained

a 50% stake in the JV and

received c.£200 million in net

proceeds, helping the

Company to scale organically

with the aim of redeploying

that capital into earnings

enhancing opportunities.

SUPR will maintain

optionality over assets in the

JV, enabling the warehousing

of future pipeline in a sector

with limited new supply. The

JV itself has a target scale up

to £1 billion AUM which will

further support earnings as

the Group will benefit from a

management fee which will

grow as a JV increases in

scale, as well as a

performance fee if the JV

meets specific financial

targets.

CASE STUDY TWO:

. NEY (“Net Equivalent Yield”) is the time weighted average return

that a property will produce

. Fee on Blue Owl’s stake in the JV

. Book value as at  December 

ANNUAL REPORT 2025 27

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The Company has two additional sites agreed and in legal

negotiation, which will bring a further 14 EV charging bays

to the portfolio.

Opportunities to add complementary discount grocery

operators continue to progress. At Chineham, the existing

planning consent was successfully implemented, and terms

have been agreed with a discount grocery retailer for a

new build store. At Bradley Stoke, the development of an

additional discount grocery store on the retail terrace is in

final legal negotiations after successfully achieving planning

consent, with delivery targeted in 2026.

At Chineham, Jett’s Gyms has completed fit out works on a

7,000 sq ft vacant unit following agreement of a new 10-year

lease. In addition to this, Savers and Brockenhurst Estate

Agents have taken access of two vacant units on the scheme

widening the offer at site, encouraging further footfall.

Greggs has upsized into a larger unit following strong

trading at this location. The new lettings at Chineham

have resulted in £167,000 of additional rental income.

The final remaining vacant units continue to be marketed

widely to secure new occupiers and to continue to add

value to the site.

At Bradley Stoke, Loungers Plc is currently fitting out the

main unit in the Town Square on a 15-year lease. This will

see a material investment by the tenant, modernising a

central unit and adding a great new tenant to the scheme.

At Sainsbury’s, Newcastle, other retail developments

are being considered, and negotiations are ongoing with

potential tenants for this site.

In anticipation of Homebase’s administration, which was

announced during the year, SUPR had been proactively

engaging with alternative occupiers for the two Homebase

units in its portfolio. The Company has facilitated an

assignment of Homebase’s lease to The Range at Bangor,

Northern Ireland, and agreed a new lease with B&M at

Hessle. These new agreements have replaced the existing

rental income, extended the WAULT and added operators

with stronger covenant strength to the portfolio, increasing

value. The Range assignment was completed within four

months of the administration (albeit there was no void

during this intervening period) and B&M new letting was

completed within nine months, this included achieving a

revised planning consent to allow a widening of the user

class from DIY store.

Portfolio valuation

Cushman & Wakefield valued the Direct Portfolio as at 30 June

2025, and the properties in the JV were independently valued

by Jones Lang LaSalle. These valuations are in accordance

with the RICS Valuation – Global Standards which incorporate

the International Valuation Standards and the RICS UK

Valuation Standards edition current at the valuation date.

The Direct Portfolio was valued at a total market value of

£1,423 million. During the year the Company disposed of

Tesco, Newmarket for £63.5 million (7% above book value)

and eight stores into a newly formed JV with Blue Owl for a

total consideration £403.3 million (3% above 31 December

2024 book value).

The Joint Venture properties were valued at a £404.7

million

, resulting in a combined Portfolio value of £1,625

million

, reflecting a like-for-like valuation increase across

the Company’s Portfolio of 1.9%

vs MSCI All Property

Capital Index during the same period which was up 1.5%.

The valuation increase has been primarily driven by our

contractual rental reviews, with 77% linked to inflation and

2% on a fixed basis and the capital appreciation achieved

on the three Tesco regears. The average annualised increase

from rent reviews performed during the year was 3.4%.

THE UK GROCERY MARKET

The UK grocery market has continued its strong

performance with the Institute of Grocery Distribution

(“IGD”) forecasting grocery sales to reaching £259 billion

this year. This trend is expected to continue in the coming

years, with total grocery market sales forecast to grow

to £296 billion by 2029. The non-discretionary nature of

grocery retail means it remains a highly defensive sector

and is well-positioned to maintain growth momentum

through 2025 and beyond.

€bn

UK grcoery market size

Source: IGD.

2024

252

259

270

278

287

296

2025 2026 2027 2028 2029

100

150

200

250

300

350

Other channels Supermarkets channel Online channel

IGD: UK grocery market value 2024 to 2029 (Forecast)

Figure 

Operators have largely been able to pass on cost rises from

changes to National Insurance and the Minimum Wage to

consumers, with UK grocery market sales growing by 5.4%

in the four weeks to 13 July 2025 compared with last year,

above the 5.2% rise in UK inflation in July

. This dynamic

underscores one of the key advantages of investing in this

non-discretionary spend sector: demand remains resilient,

enabling operators to preserve their margins over the long

term. As a result, the sector remains well-positioned to

navigate inflationary environments without significant

erosion of profitability. This supports affordable rental

levels, even in a challenging macroeconomic environment.

. Including a % interest in the Joint Venture (. million)

. Includes realised and unrealised gains

. Source: IGD

. Kantar UK Grocery Market data

SUPERMARKET INCOME REIT PLC 28

STRATEGIC REPORT | OUR PORTFOLIO CONTINUED

Jul 25Jun 25May 25Apr 25Mar 25Feb 25Jan 25Dec 24Nov 24Oc t 24Sept 24Aug 24Jul 24

Source: Kantar.

UK grocery sales growth vs grocery inflation

Sales Grocery inflation

Supermarkets remain the dominant sales channel

Over the last five years, the supermarket channel has

remained the dominant sales channel in the UK grocery

market. Online grocery continues to be a key pillar of

the market and one of the fastest growing channels,

accounting for 12% of the total market, demonstrating a

permanent shift in consumer behaviours following the

pandemic. Omnichannel stores remain mission critical

for the fulfilment of online sales due to their proximity to

customers, existing supply chain infrastructure and the full

product ranges that these stores carry to maximise product

availability for online orders.

100

110

€bn

Sales

DiscountConvenience

Supermarkets

Hypermarkets Online

IGD: UK grocery market sales by channel (£bn)

2019 2024

+£9.3bn

+57%

+15.0bn

+57%

+£16.6bn

+57%

+£3.7bn

+19%

+11.9bn

+95%

While sales growth from the discounters Aldi and Lidl over

the last five years has attracted attention, this is primarily

driven by new store openings. As illustrated below, when

adjusting for store footprint, discounter sales growth trails

behind that of full product range supermarkets, with sales

per square foot for the discounters rising by only 5%,

compared to 12% for the full product range supermarkets

from 2022 to 2025.

Large FormatDiscountConvenience

IGD: Increase in sales per square foot by channel

(2022-2025)

12%

Source: IGD. UK Grocery Market.

In contrast, sales growth in the larger format stores is

being generated from existing store estates, rather than

new store openings. Large format omnichannel stores,

require multi-acre sites, close to densely populated areas,

with good transport links. A lack of available space, strict

planning regulations and increased construction costs

provide significant barriers to entry for developing new

store space. The positive impact of increased sales being

fulfilled through existing supermarket sites should result

in improved sales densities and enhanced store-level

profitability. From a landlord’s perspective, this should

deliver increasingly affordable rental levels for tenants and a

strong foundation for potential rent increases in the future.

Continued strong performance from SUPR’s key tenants

Over the past year, the Company’s key tenants Tesco and

Sainsbury’s have continued to be the leading operators in the

UK grocery market. As seen in the table below, Tesco achieved

the largest increase in market share, driven by its continued

investment in stores, product ranges and loyalty schemes.

Tesco operates c.400 omnichannel stores in the UK and

continues to invest further in its capabilities, recently widening

its delivery window for same day orders. Tesco’s weekly online

orders increased by 10.8% in 2024/25 and basket sizes by 3.6%

year on year (“YoY”). The combined impact saw Tesco’s online

sales increase by 10.2% YoY

Sainsbury’s reported 4.6% volume growth versus market

over a two-year period

reflecting a rebound in consumer

demand following a prolonged period of cost-of-living

pressure. Efforts to expand its own label offering and

deepen customer engagement with its loyalty programme

have helped Sainsbury’s capture greater market share,

while also positioning the brand for sustained growth in a

competitive market.

Together, Tesco and Sainsbury’s, continue to anchor the

UK grocery sector, reinforcing the defensive nature of the

asset class and supporting long-term income visibility for

the Company.

. Source: Kantar

. Source: IGD UK channel data  and 

. Source: IGD. UK Grocery Market

. Tesco FY Annual Results

. Sainsbury’s First Quarter Trading Statement for the  weeks to  June 

ANNUAL REPORT 2025 29

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

. Kantar UK Grocery Market Share ( weeks ending June )

. Kantar UK Grocery Market Share (June  to June )

. Source: IGD, including convenience stores

. Source: IGD:

. Morrisons Full Year / Results

. Morrisons Second Quarter Trading Update for the  weeks to  April 

. Estimated RTO

. NIY assuming standard purchaser’s costs in Wales of .%

Operator

Market share

(as at June 2025)

% Market share change

(12 months

to June 2025)

Exposure by valuation

Total number of

stores (2024)

New stores (not incl

convenience)

Tesco .% +.% % , 

Sainsbury’s .% +.% % , 

Asda .% - .% % , 

Aldi .% +.% % , 

Morrisons .% -.% % , 

Lidl .% +.% – , 

Waitrose .% +.% %  

Turning point for Asda and Morrisons

Following the private equity takeovers of Asda and Morrisons,

both operators struggled to maintain market share as increased

debt costs and senior management turnover disrupted

operations and hampered price competitiveness.

Morrisons has reacted more quickly focusing on price

through initiatives such as the More Card loyalty scheme,

launched in May 2023. The initiative reached 5.6 million

active users by June 2024 and by January 2025, it was used

in 76% of Morrisons’ transactions, successfully driving

customer engagement

. Morrisons has also refocused its

online presence; the operator will gradually phase out its use

of the Erith centralised customer fulfilment centre (“CFC”)

and integrate Ocado’s AI technology to fulfil more orders

directly from its existing store estate. This has enhanced

customer engagement, streamlined operations and has

positioned the business for more cost-effective growth

in a competitive grocery market. Morrisons has reported

improved trading in 2025, with second quarter like-for-like

sales up 3.9% and total sales rising 4.3% to £3.9bn

Asda experienced a larger decline in market share, falling

from 14.3% in November 2022 to 12.1% in June 2025.

However, 2024 saw the return of former CEO, Allan Leighton

as Executive Chairman, who has refocused the operator on

value, with the Rollback campaign successfully lowering

prices by an average of 22% across 50% of its products. This is

Acquisition of a £4.8 million Waitrose in Anglesey

OMNICHANNEL HUB: 4 HOME DELIVERY VANS

PREMIUM LINE GROCER

INFLATION LINKED LEASE: ANNUAL RPI REVIEWS (2-4%)

LONG REMAINING LEASE TERM: 10 YEARS

AFFORDABLE RENT: <4.0%

RTO

Following the Company’s

year end, it purchased a

20,589 sq.ft. small format

Waitrose supermarket.

At acquisition, the store had

an unexpired lease term of

10 years, subject to annual

RPI linked rent reviews

(2% - 4%). The rent remains

highly affordable at <4.0%

of turnover, with scope for

growth given our estimate of

affordability for omnichannel

stores. The store was

purchased for a net initial

yield of 6.1%

providing an

accretive level of earnings

relative to the Company’s

cost of debt.

The size of the store reflects

the smaller catchment size

that it addresses, while

maintaining an omnichannel

operation which has a

delivery radius of c.1 hour

and a Click & Collect facility

on site. The strong in-store

sales volumes and market

share are also supported with

seasonal inflows driven by

tourism on the Isle of

Anglesey, especially as there

are no other Waitrose stores

within a c.60-mile radius.

The property benefits from

limited competition as there

is only one other premium

line grocer within a

10-minute drivetime, an M&S

with no online capability.

In these smaller format

stores, there is an

opportunity to acquire rack

rented assets on long,

inflation-linked leases, let to

leading grocery operators at

attractive NIYs.

CASE STUDY TWO:

SUPERMARKET INCOME REIT PLC 30

STRATEGIC REPORT | OUR PORTFOLIO CONTINUED

proving successful. Asda has won the Grocer 33 Price Award

for the lowest-cost major supermarket 18 weeks out of the 32

between January and August 2025 and has been identified

as the cheapest supermarket by Which? in the six months

between January and July 2025. The operator is yet to see

an increase in market share, however it reported its fourth

consecutive quarter of improved like-for-like sales for the

period ending 30 June 2025, representing an improving trend

in sales performance.

This indicates a turning point for Asda and Morrisons’

performance with both operators stabilised and positioned

for growth.

THE FRENCH GROCERY MARKET

100

150

200

250

300

350

2024 2025 2026 2027 2028 2029

IGD: Grocery market sales (2024 actual,

2025-2029 forecasted)

French grocery market size

€bn

289

297

305

313

321

329

The French grocery market has showed consistent and

prolonged growth, with total sales forecast to reach €329

billion in 2029, representing 3% annual growth. The

market is highly consolidated with over 60% of market

share controlled by three operators E.Leclerc, Carrefour

and Intermarche. Over the last 12 months, Carrefour has

increased its market share from 19.3% to 21.5% primarily

driven by the strategic acquisitions of the grocery operators,

Cora and Match. This brings it much closer to the market

leader, E.Leclerc, which has a 24% market share.

Additionally, Carrefour has recently launched a €1.2 billion

cost-saving initiative which will contribute towards price

investment initiatives such as ‘Le Club Carrefour’ which

was announced in 2025 and delivered its first wave of price

cuts in March, earlier this year.

2024 2025 2026 2027 2028 2029

French online grocery market size

€bn

Online grocery market sales

(2024 actual, 2025-2029 forecasted)

1414

Source: IGD.

Similar to the UK, the pandemic has permanently enlarged

the French online grocery market with the channel

experiencing 88% growth between 2018 and 2025; a

further 21% growth is expected by 2029 making it the

fastest growing channel in the grocery market. Due to lower

population density the primary online model in France is

Click & Collect, accounting for 80% of all online orders; by

comparison Click & Collect represents 20% of the UK online

grocery market. Online fulfilment in France is also dependent

on omnichannel stores, with baskets picked in store and the

majority of customers travelling to a site to receive orders.

As part of its 2026 strategic objectives, Carrefour Group has

highlighted the importance of omnichannel to its strategy.

Carrefour’s objective is for omnichannel customers to

represent 30% of all its customers by 2026 as omnichannel

shoppers spend more on average and have a higher retention

rate than customers from stores alone

Investment market

Since IPO, transaction volumes have remained broadly

flat with a long-term average of £1.7 billion per year

However, during the year UK supermarket volumes have

been constrained (at £1.0 billion) reflecting a shortage of

available stock and a preference for potential sellers to hold

supermarket assets as they provide stable inflation-linked

cashflow backed by strong tenants. The constrained supply

and greater visibility on future cost of capital is expected to

place upwards pressure on valuations.

This year, there has been a return of a broad range of market

participants bidding for supermarkets assets. Active buyers

in the market include Royal London Asset Management, ICG,

Local Government Pension Schemes, and French property

funds (SCPI’s). A key driver of the increased demand is the

appeal of long term, inflation linked earnings in a higher

interest rate environment. The secure earnings derived from

these mission critical assets offer a compelling safe haven

asset for investors seeking stable, predictable and growing

income against the current macroeconomic backdrop.

Supermarket property valuations are showing signs of

stabilisation, and a gradual recovery from the 2023/24 levels,

supported by competitive bidding and new sources of capital

entering the market.

This presents an attractive entry point in the cycle. SUPR

has demonstrated its ability to sell assets above book value

and redeploy capital at wider yields, leveraging the team’s

deep asset selection expertise. As a sector specialist, SUPR

continues to identify earnings-accretive opportunities that

support scale while maintaining capital discipline.

Further supporting this growth trajectory is SUPR’s debut

sterling bond issuance in July 2025, fixed at a 5.125%

coupon. This issuance will help extend the maturity

profile of SUPR’s debt and provide a stable foundation

for continued expansion.

. Source: IGD

. “Carrefour ” Strategic Plan

. Years ending  June, Source: Knight Frank, Savills, MSCI, operator

announcements and Company research"

ANNUAL REPORT 2025 31

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

STRATEGIC REPORT | INVESTMENT ACTIVITY

KEY PERFORMANCE INDICATORS

We set out below the key performance indicators for the Company.

KPI Definition Performance

1. Total Shareholder

Return

Shareholder return is one of the Group’s principal measures

of performance.

Total Shareholder Return (“TSR”) is measured by the

movement in share price over the period plus dividends

reinvested in shares on the ex-dividend date, expressed

as a percentage of the share price at the start of the period.

24.0% for the year to 30 June 2025

(30 June 2024: 1.8%)

2. Total Accounting

Return

Growth in the Group’s NTA over a period plus dividends paid

for that period

7.2% for the year ended 30 June

2025 (30 June 2024: 0.3%)

3. EPRA EPS* A measure of EPS designed by EPRA to present underlying

earnings from core operating activities.

6.0 pence per share for the year

ended 30 June 2025

(30 June 2024: 6.1 pence)

4. WAULT WAULT measures the average unexpired lease term of the

Property Portfolio, weighted by rent.

11 years WAULT as at 30 June 2025

(30 June 2024: 12 years)

5. EPRA NTA per share The value of our assets (based on an independent valuation)

less the book value of our liabilities, attributable to

shareholders and calculated in accordance with EPRA

guidelines. EPRA states three measures of NAV to be used; of

which the Group deem EPRA NTA as the most meaningful

measure. See Note 30 for more information.

87.1 pence per share as at

30 June 2025 (30 June 2024: 87.0p)

6. Net Loan to Value Net borrowings divided by the market value of investment

properties reported on a proportionally consolidated basis.

31% as at 30 June 2025

(30 June 2024: 37%)

*The Company previously included an additional earnings

measure called “Adjusted earnings” and “Adjusted EPS”. The

metric adjusted EPRA earnings by deducting one-off items

such as debt restructuring costs.

Following the updated September 2024 EPRA best practice

recommendations guidelines, the specific adjustments to

EPRA earnings are now included within the EPRA earnings

calculation. As such the comparative period calculations

in the tables have been adjusted to reflect the new

guidelines retrospectively.

The Group uses alternative performance measures

including the European Public Real Estate (“EPRA”) Best

Practice Recommendations (“BPR”) to supplement its IFRS

measures as the Board considers that these measures give

users of the financial statements the best understanding

of the underlying performance of the Group’s property

portfolio. The EPRA measures are widely recognised and

used by public real estate companies and investors and seek

to improve transparency, comparability and relevance of

published results in the sector.

Reconciliations between EPRA measures and the IFRS

financial statements can be found in Notes 12 and 30 to the

financial statements.

. The calculation of Total Shareholder Return has been amended in the current year.

As such, the comparative period calculation in the table has been adjusted to reflect the

new calculation.

SUPERMARKET INCOME REIT PLC 32

STRATEGIC REPORT | INVESTMENT ACTIVITY CONTINUED

The table below shows additional performance measures, calculated in accordance with the Best Practices Recommendations

of the European Public Real Estate Association (EPRA). We provide these measures to aid comparison with other European

real estate businesses.

For a full reconciliation of all EPRA performance indicators, please see the Notes to EPRA measures within the supplementary

section of the financial statements.

Measure Definition Performance

1. EPRA EPS A measure of EPS designed by EPRA to present underlying

earnings from core operating activities.

6.0 pence per share for the year

ended 30 June 2025

(30 June 2024: 6.1 pence)

2. EPRA Net Reinstatement

Value (NRV) per share

An EPRA NAV per share metric which assumes that entities

never sell assets and aims to represent the value required

to rebuild the entity.

96.0 pence per share as at

30 June 2025 (June 2024:

96.7 pence)

3. EPRA Net Tangible Assets

(NTA) per share

An EPRA NAV per share metric which assumes entities buy

and sell assets, thereby crystallising certain levels of

unavoidable deferred tax.

87.1 pence per share as at

30 June 2025 (30 June 2024:

87.0 pence)

4. EPRA Net Disposal Value

(NDV) per share

An EPRA NAV per share metric which represents the

shareholders’ value under a disposal scenario, where

deferred tax, financial instruments and certain other

adjustments are calculated to the full extent of their

liability, net of any resulting tax.

88.0 pence per share as at

30 June 2025 (30 June 2024:

89.6 pence)

5. EPRA Net Initial Yield

(NIY) & EPRA “Topped-

Up” Net Initial Yield

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.

NIY 5.8% & “Topped Up” 5.9%

as at 30 June 2025

(30 June 2024: 5.9%)

6. EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space

divided by ERV of the whole portfolio.

0.3% as at 30 June 2025

(30 June 2024: 0.5%)

7. EPRA Cost Ratio

(Including direct vacancy

costs)

Administrative & operating costs (including costs of direct

vacancy) divided by gross rental income.

13.0% for the year ended

30June 2025 (30 June 2024:

14.7%)

8. EPRA Cost Ratio

(Excluding direct vacancy

costs)

Administrative & operating costs (excluding costs of direct

vacancy) divided by gross rental income.

12.4% for the year ended

30June 2025 (30 June 2024:

14.4%)

9. EPRA LTV Net debt divided by total property portfolio and other

eligible assets, on a proportionally consolidated basis.

36.1% as at 30 June 2025

(30 June 2024: 38.8%)

10. EPRA Like-for-like

rental growth

Changes in net rental income for those properties held for

the duration of both the current and comparative reporting

period.

Rental increase of 2.4% for

the year ended 30 June 2025

(30 June 2024: 2.1%)

11. EPRA Capital

Expenditure

Amounts spent for the purchase and development of

investment properties (including joint ventures and any

capitalised transaction costs).

£82.1 million for the year

ended 30 June 2025

(30 June 2024: £146.2 million)

EPRA PERFORMANCE INDICATORS

ANNUAL REPORT 2025 33

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

STRATEGIC REPORT | FINANCIAL OVERVIEW

Summarised Financial results

Year Ended

30 June 2025

£’000

Year Ended

30 June 2024

£’000

Net rental income , 107,232

Management fees  -

Net income , ,

Administrative expenses (,) (,)

Net finance costs (,) (,)

Share of joint venture income , -

Exceptional items



, 

EPRA earnings



, ,

Valuation surplus/(deficit)



, (,)

Loss on disposal of investment

properties (,) -

Changes in fair value of interest

rate derivatives (,) (,)

Termination fee



(,) -

Exceptional items



(,) ()

IFRS profit/(loss) before tax , (,)

. Adjusted to exclude exceptional items relating to legal fees incurred in relation

to the management internalisation (. million), JSE listing fees (.

million), and non-cash accelerated loan arrangement fees (. million)

. *The Company previously included an additional earnings measure called

“Adjusted earnings” and “Adjusted EPS”. The metric adjusted EPRA earnings by

deducting one-off items such as debt restructuring costs.

. Change in fair value of investment properties including joint venture assets

at share

. The termination fee includes; . million termination of investment advisory

agreement, and an additional . million for the termination of the AIFM

agreement and a further . million for the provision of transitionary services.

Net rental income

The portfolio generated net rental income of £113.2 million

for the year ended 30 June 2025, compared with £107.2

million in the prior year. This represents an increase of £6.0

million or 5.6%, driven by the positive net impact of like-for-

like rental growth and income from acquisitions, partially

offset by the impact of property disposals.

On a like-for-like basis, EPRA net rental income increased by

2.4% (30 June 2024: 2.1%). During the year, 45 rent reviews

were successfully completed, generating £3.1 million of

additional rental income, equating to a 4.1% uplift (or 3.4%

on an annualised basis).

Direct property expenditure remained broadly stable at £0.8

million (30 June 2024: £0.6 million). The portfolio continues

to deliver a gross to net margin of 99.3% (30 June 2024:

99.4%), which remains among the highest in the sector.

This reflects the strength of our single-let strategy and the

high covenant quality of our tenant base.

Rent collection remained robust, with 99.7% of rent collected

for the year (30 June 2024: 99.9%). During the year, Homebase

entered administration, however, both impacted assets have

been successfully relet to tenants with significantly stronger

covenants, enhancing the quality of income.

As at 30 June 2025, the portfolio maintained a low EPRA

vacancy rate of 0.3%, underscoring the high quality of our

portfolio and proactive asset management.

Administrative expenses and EPRA cost ratio

Administrative expenses have reduced by 5% to

£14.5 million, reflecting the operational efficiencies

gained following the Internalisation in March 2025.

Driven by these cost efficiencies achieved through the

Internalisation, our EPRA cost ratio improved by 170

basis points, reducing to 13.0% for the year. We anticipate

further savings in the financial year ending 30 June 2026

and remain focused on achieving an EPRA cost ratio below

9%, consistent with our commitment to disciplined cost

management and operational optimisation.

30 June 2025 30 June 2024

EPRA cost ratio including direct

vacancy costs .% .%

EPRA cost ratio excluding direct

vacancy costs .% .%

Net finance costs

Net finance costs increased by £10.7 million to £27.0

million, primarily driven by a £113.6 million rise in the

average drawn debt balance compared to the prior year,

alongside an increase in the weighted average cost of debt.

In May 2025 we received £200.4 million net proceeds

from the completion of the strategic JV with Blue Owl.

Inthe near term, we have used these proceeds to pay down

existing debt drawn.

EPRA earnings

The Company delivered EPRA earnings of £74.2 million

for the year ended 30 June 2025, compared to £75.8 million

in the prior year. EPRA earnings per share were 6.0 pence,

down slightly from 6.1 pence in 2024, representing a

2% decrease.

FINANCIAL OVERVIEW

MIKE PERKINS

Chief Financial Officer

SUPERMARKET INCOME REIT PLC 34

STRATEGIC REPORT | FINANCIAL OVERVIEW CONTINUED

EPRA earnings are a key measure of the Company’s

underlying operating performance, and therefore, excludes

non-recurring items. The marginal decline in earnings

per share reflects temporary cash drag as the Company

continues to redeploy net proceeds from its recently

completed JV.

The Board remains confident in the Company’s strategic

direction and its ability to generate sustainable long-term

value.

A full reconciliation between IFRS and EPRA earnings can

be found in note 12 of the Financial Statements.

EPRA net tangible assets and IFRS net asset

Proportionally consolidated basis

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Investment properties ,, ,,

Fair value of financial asset held

at amortised cost , ,

Total portfolio value ,, ,,

Bank borrowings (,) (,)

Cash , ,

Other net liabilities (,) (,)

EPRA net tangible assets ,, ,,

Fair value of interest rate

derivatives , ,

Fair value adjustment for financial

assets held at amortised cost , ,

IFRS net assets ,, ,,

Movement in EPRA NTA per share Pence

EPRA NTA per share at  June  .

EPRA earnings .

Dividends paid (.)

Realised and unrealised gains .

Management internalisation (.)

Other (.)

EPRA NTA per share as at  June  .

EPRA net tangible assets (“EPRA NTA”) is considered to

be the most relevant measure for the Group and includes

both income and capital returns but excludes fair value of

interest rate derivatives and includes revaluation to fair

value of investment properties held at amortised cost.

At 30 June 2025, EPRA NTA was £1,088 million (30 June

2024: £1,085 million), representing an EPRA NTA per share

of 87.1 pence, an increase of 0.3% since 30 June 2024, with

realised and unrealised gains from our investment property

portfolio being mostly offset by the one-off termination

payment in respect of the Internalisation.

Including dividends paid in the year, our Total Accounting

Return (“TAR”) was 7.2% compared with 0.3% in the

prior year.

Portfolio Valuation

Our Portfolio, which includes share of joint ventures and

the fair value of financial assets held at amortised cost,

was valued at £1.6 billion as set out below:

Movement in portfolio valuation £’000

Group opening property portfolio valuation ,,

Property additions ,

Disposals (,)

Capital expenditure 

Revaluation movement ,

Foreign exchange movement ,

Group closing property portfolio valuation ,,

Fair value of financial assets held at

amortised cost ,

Share of joint venture ,

Total property portfolio value ,,

During the year, the Group continued to actively manage

its portfolio through selective acquisitions and disposals

aligned with its strategic objectives.

The Group acquired a Sainsbury’s omnichannel

supermarket in Huddersfield for a total consideration of

£49.7 million, excluding acquisition costs. In addition, the

Group expanded its footprint in France with the acquisition

of a portfolio of nine Carrefour omnichannel supermarkets

for €36.7 million

, also excluding acquisition costs.

The Group disposed of a Tesco supermarket in Newmarket

for £63.5 million, representing a 7% premium to book value.

Furthermore, eight supermarket assets were transferred into

the Group’s strategic JV, at a value of £403 million, achieving

a 3% premium to book value.

Valuation yields remained broadly stable throughout the

year. The Group recorded a revaluation gain of £30.7

million, equivalent to a 1.9% increase, primarily driven

by contracted rental uplifts and the capital appreciation

achieved on the three Tesco regears.

Net Debt, Leverage and Financing

Adjusted net debt is a proportionally consolidated

measure, which includes the Group’s share of joint

ventures, and is represented as bank borrowings, less

cash and cash equivalents.

Movement in adjusted net debt £m

Adjusted net debt at  June  

EPRA earnings ()

Dividends paid 

Acquisitions 

Disposals ()

Internalisation 

Other 

Adjusted net debt at  June  

ANNUAL REPORT 2025 35

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The Group’s adjusted net debt reduced by £152 million

during the year, closing at £503 million (30 June 2024:

£656 million). This reduction was primarily driven by net

proceeds received from the disposal of eight supermarket

assets into the Group’s strategic JV with Blue Owl.

These proceeds were initially utilised to repay amounts

drawn under existing revolving credit facilities, resulting in

a significant improvement in the Group’s leverage metrics.

At year-end, the net debt to EBITDA ratio stood at 5.1x,

down from 7.1x in the prior year. On a weighted average

basis, the ratio was 7.4x for the year.

The Group expects adjusted net debt to increase over the

course of the next financial year, as the net proceeds from

the JV are redeployed into the Group’s attractive pipeline

of investment opportunities. Accordingly, the net debt

to EBITDA ratio is anticipated to rise and is expected to

operate within a medium-term target range of 7.0x to 8.0x.

Financing

30 Jun 2025 30 Jun 2024

Undrawn facilities m m

Loan to value % %

Net debt / EBITDA ratio

(period-end) .x .x

Weighted average cost of debt

(at period end) .% .%

Interest cover .x .x

Average debt maturity



. years . years

% of drawn debt which

is fixed/hedged



% %

. Figures presented for  June , include post period end transactions and

are therefore stated as at the date of these report and accounts.

The Group continued to actively manage its debt structure

during the year, executing a series of strategic financing

transactions across a range of markets. These actions were

aimed at optimising the Group’s capital structure and

further strengthening its financial position.

Including post period end activity, the Group has raised

£652 million of new debt (including share of joint venture)

and repaid £322 million of near-term facilities:

– In July 2024, the Group completed its first private

placement debt issuance with a group of institutional

investors. The €83 million senior unsecured notes have a

maturity of seven years and a fixed rate coupon of 4.44%.

– In July 2024, the Group refinanced its £97 million secured

debt facility with Deka through a new £100 million

unsecured facility with ING Bank N.V., London Branch.

The interest only facility has a maturity of three years

and is priced at a margin of 1.55% over SONIA.

– In February 2025, the Group completed a €39 million

private placement with a seven-year maturity and a fixed

rate coupon of 4.10%.

– In April 2025 the Group signed a £90 million unsecured

bi-lateral term loan facility with Barclays. The net proceeds

were used to refinance the Company’s existing secured debt

facilities with Wells Fargo and Bayerische Landesbank of

£30 million and £55.4 million respectively. The facility has

a three-year term and is priced at a margin of 1.55% above

SONIA and hedged with a cap of 3.45% against SONIA.

– In June 2025, the Group signed a new £215 million

secured term loan facility for its JV with Blue Owl,

through a bank syndicate comprising Barclays, HSBC,

ING and SMBC. The facility is priced at 1.50% above

SONIA and has been hedged via interest rate swaps,

fixing the interest at 5.10% for the three-year term

(excluding fees). It was undrawn as at 30 June 2025.

Post year end

– In July 2025, the Group completed a debut £250 million

Sterling bond issuance, with a six-year term and a coupon

of 5.125%, 115 basis points over Gilts.

As a result of these transactions, the weighted average debt

maturity profile of the Group has improved significantly,

increasing by 1.9 years to 3.9 years. The Group has c.£450

million of undrawn facilities and available cash, which we

expect to utilise for deployment into the Group’s attractive

pipeline of investment opportunities.

The Group’s interest rate risk is mitigated through a

combination of fixed debt and derivative interest rate

swaps and caps. 100% of the Group’s drawn debt is fixed or

hedged, and further to the £250 million bond issuance, we

intend to use the value of existing interest rate derivatives to

hedge the Group’s overall interest rate exposure to c.4.7%,

once the JV proceeds have been redeployed.

The Group maintains good long-term relationships with

all lenders and is currently in discussions regarding the

refinancing requirements over the next financial year.

The Group continues to monitor its banking covenants

and maintains significant headroom on its LTV and ICR

covenants. As at 30 June 2025, property values would

need to fall by around 40% before breaching the gearing

covenant. Similarly, net operating income would need to fall

by 54% before breaching the interest cover covenant.

Fitch Ratings, as part of its annual review, reaffirmed the

Group’s BBB+ rating with a stable outlook.

Financial Summary

The financial year has been transformative for the Company,

marked by the successful execution of strategic initiatives

aimed at enhancing operational efficiency and strengthening

the balance sheet. These initiatives have already delivered

cost efficiencies, and the Company expects further savings

in the financial year ending 30 June 2026, with a continued

focus on achieving an EPRA cost ratio below 9%.

In addition, the Company undertook a series of financing

transactions, which have extended the average debt

maturity profile, diversified funding sources, and enhanced

liquidity. As a result, the Company is well positioned

to execute on a high-quality pipeline of investment

opportunities, supporting its long-term growth strategy.

SUPERMARKET INCOME REIT PLC 36

STRATEGIC REPORT | TCFD COMPLIANT REPORT

TCFD Consistent Climate-Related

Financial Disclosures Statement 

Energy and GHG Emissions Foreword

Recognising the urgent need to address climate change and

support the transition to a net zero economy, the Company

is committed to reaching net zero greenhouse gas (“GHG”)

emissions across its value chain by 2050.

During the reporting period, the Company reached a

further milestone linked to its net zero commitment,

with the publication of its first Climate Transition Plan

(“Transition Plan”). The Transition Plan details how the

Company intends to reduce its emissions in line with

the Company’s Science Based Targets initiative (“SBTi”)

approved emissions reduction targets, building on the initial

decarbonisation analysis conducted when the Company’s

targets were first set in 2024.

The publication of the Transition Plan reflects the

Company’s belief in the importance of transparent, decision-

useful sustainability reporting to improve our accountability

to stakeholders. The Company’s SECR and TCFD Report

can be found below on pages 36 to 48. In addition, the

Company’s GHG independent limited-assurance report

and standalone Sustainability Report, covering its wider

performance against the three pillars of its Sustainability

Strategy, are both available on the Company’s website.

The Company remains committed to further progressing its

climate-related strategy and emissions reductions activities,

as it continues to make progress on its Transition Plan and

Net Zero commitment.

Streamlined Energy and Carbon Reporting (“SECR”)

The below table and supporting narrative summarise

the Company’s SECR disclosure, in compliance with

the Companies (Directors’ Report) and Limited Liability

Partnerships (Energy and Carbon Report) Regulations 2018.

Data for the years FY24 and FY25 is included as this is the

Company’s third year of SECR disclosures.

In 2025, the Company successfully completed the

internalisation of the Company’s management function.

From March 2025 SUPR formally employs staff, moving

away from the external advisory arrangement with

Atrato Group. As a result, emissions from SUPR office

consumption (Scope 1 and 2), Waste, Business Travel and

Employee Commuting (Scope 3) are now being calculated

as part of the GHG inventory. This year, emissions from

waste generated in SUPR-controlled communal areas of

the Company’s assets have also been accounted for.

An error in the electricity and gas data at Willow Brook

Shopping Centre was found for the previous reporting

year (FY24), resulting in missing Scope 1 and 2 emissions

reported last year. This has now been rectified and restated

figures are included in the table below. The correction has

resulted in a 121% increase in Scope 1 and 2 emissions and

a 0.4% increase in total emissions for the reporting year

FY24. This has not led to a material change in estimations

– see appendix for further detail. Year-on-year comparisons

will compare the current reporting year (FY25) against these

corrected values for the previous reporting year (FY24).

Compared to the previous reporting year (FY24), there has

been a decrease in Scope 1 emissions from 56 tCO

e to 18

tCO

e (68% reduction) in the current reporting year due to

improved accuracy of data and reduced consumption. In

contrast, there has been an increase in Scope 2 location-

based emissions from 172 tCO

e to 253 tCO

e (47%

increase) due to improved accuracy of data and increased

consumption. For seven of the communal areas, the use

of renewable electricity at these sites, evidenced by green

electricity certificates, has resulted in a decrease in total

Scope 2 market-based emissions in this reporting period

(see Table C). Due to this overall increase in the Company’s

Scope 1 and 2 location-based emissions, emissions from

Fuel and Energy related activities (“FERA”) (Scope 3

category 3) have also increased from 66 to 86 tCO

(30% increase) for this reporting year.

Emissions from Purchased Goods and Services (Scope 3

category 1) have increased from 2,215 to 3,882 tCO

e for

this reporting year, driven by an increase in spend. This is

likely linked to internalisation process as the main increase

was detected in spend related to legal and financial services.

This year no newly built properties have been added to the

portfolio; therefore, no emissions are attributed to Capital

Goods (Scope 3 category 2).

In April 2024, SUPR acquired a portfolio of Carrefour

omnichannel supermarkets in France through a sale and

leaseback transaction. This is the first year these assets

have been included in the reporting. Additionally, one

UK supermarket has also been acquired in this reporting

year. Even with the acquisition of this new asset and the

inclusion of Carrefour assets, Scope 3 energy consumption

and resultant emissions from Downstream Leased Assets

(Scope 3 category 13), which includes tenant Scope 1 and

2 emissions, have decreased from 81,931 to 59,138 tCO

(28% decrease). Our calculation of downstream leased assets

emissions includes refrigerant emissions alongside energy

use given the material consumption of refrigerants used in

supermarkets. This goes beyond the minimum boundaries

required by the Greenhouse Gas Protocol. This year’s

reduction in emissions is primarily driven by the increased

availability of refrigerant data from supermarket tenants,

offering a more accurate representation of refrigerant-

related emissions, but not reflecting an actual decrease in

emissions. We will consider how this newly available data

may be used to support more accurate recalculation of base

year emissions in future. A decrease in supermarket tenant

electricity consumption has also reduced absolute Scope

3 category 13 emissions. Overall, total Scope 1, 2 and 3

emissions have decreased from 84,621 tCO

e in the previous

reporting year to 63,423 tCO

e (25% reduction) in the

current reporting year.

TCFD COMPLIANT REPORT

 FERA emissions includes the well-to-tank (WTT) and transmission and

distribution (T&D) upstream emissions from Scope  and .

ANNUAL REPORT 2025 37

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Report

Previous reporting year:

1 July 2023 – 30 June 2024

(FY24)

As restated:

1 July 2023 – 30 June 2024

(FY24)

Current reporting year:

1 July 2024 – 30 June 2025

(FY25)

Location UK UK UK

Emissions from the combustion of fuel and

operation of facilities (tCO



e) (Scope )

  

Emissions from purchase of electricity

(location-based) (tCO



e) (Scope )

  

Emissions from business travel in rental cars

or employee-owned vehicles where company

is responsible for purchasing the fuel (tCO



(Scope 3)

N/A N/A 

Total mandatory emissions (tCO



  

Voluntary: Emissions from Fuel and Energy

related activity (location-basaed) (tCO



(Scope )

  

Voluntary: Emissions from Purchased Goods

and Services (tCO



e) (Scope )

, , ,

Voluntary: Emissions from Waste (tCO



(Scope )

N/A N/A 

Voluntary: Emissions from Business Travel

(tCO



e) (Scope )



N/A N/A .

Voluntary: Emissions from Employee

Commuting (tCO



e) (Scope )

N/A N/A 

Voluntary: Emissions from Capital Goods

(tCO



e) (Scope )

N/A N/A N/A

Voluntary: Emissions from Downstream Leased

Assets (tCO



e) (Scope )

, , ,

Total gross emissions reporting (tCO



, , ,

Energy consumption used to calculate Scope 

emissions (kWh)

, , ,

Energy consumption used to calculate Scope 

emissions (kWh)

, , ,,

Energy consumption used to calculate Scope 

emissions (kWh)



,, ,, ,,

Total energy consumption (kWh) ,, ,, ,,

Intensity ratio: tCO



e (gross Scope  + ) per m



of floor area



. . .

Intensity ratio: tCO



e (gross Scope ,  + )

per m



of floor area



. . .

 Emissions not calculated in FY and FY due to lack of data and immateriality (<% of total emissions).

 Values have been rounded.

 Business travel including air, rail and hotel stays that are not included in the mandatory business travel emissions.

 Emissions in downstream leased assets includes emission from tenant electricity, fuel and refrigerant consumption.

FERA emissions associated with leased assets are included in Scope : Downstream Leased Assets.

 Values have been rounded.

 Tenant energy consumption from fuels and electricity only.

 Normalised to Scope  +  floor area: , m



FY.

 Normalised to Scope ,  +  floor area: ,, m



FY.

SUPERMARKET INCOME REIT PLC 38

STRATEGIC REPORT | TCFD COMPLIANT REPORT CONTINUED

Methodology

The FY25 footprint within the scope of SECR reporting is

equivalent to 272 tCO

e, for mandatory emissions reporting,

and 63,423 tCO

e, including voluntary emissions, with

the largest portion being made up of emissions from

downstream leased assets at 59,138 tCO

Anthesis (UK) Limited (“Anthesis”) has calculated the above

GHG emissions to cover all material sources of emissions

for which the Company is responsible. The methodology

used is aligned with the GHG Protocol: A Corporate

Accounting and Reporting Standard (revised edition, 2015).

Responsibility for emissions sources was determined using

the operational control approach. All emissions sources

required under The Companies (Directors’ Report) and

Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018 are included.

Raw data captured in spreadsheets including energy spend

and consumption data has been collected by the Company.

Where actual consumption data was available for natural

gas, electricity and refrigerants, this was used. To address

data gaps, the most appropriate proxy was applied by using

either previous year’s data, actual data to calculate average

monthly consumption, or by applying the average floor

area intensity from sites with actual data. Average floor

area intensity calculations excluded high-consumption

outliers; for example, estimates for carpark sites were

derived solely from other carparks, which are expected to

have comparable energy intensity. Fuel oil was estimated by

applying the average 2024 UK fuel oil price to the budgeted

spend for fuel oil. Fuel oil estimated energy was then

converted to GHG emissions using the UK Government’s

GHG Conversion Factors for Company Reporting 2024.

Scope 3 emissions have been calculated for relevant material

categories using consumption data, spend data, floor area

and EPC data. Fuel and Energy related activities includes

well-to-tank (“WTT”) and transmission and distribution

(“T&D”) upstream emissions from Scope 1&2. For Purchased

Goods and Services, Environmentally Extended Input Output

(“EEIO”) has been used. Spend data was provided per supplier

and mapped to 2023 DEFRA Input/Output (“IO”) categories.

No newly built sites were acquired during this reporting year,

therefore there were no Capital Goods this year.

Where actual data was not available for Downstream

Leased Assets, industry energy consumption benchmarks

were used in combination with EPC data on energy use and

heating type. This year, full or partial refrigerant data was

provided for all supermarket tenants. Where refrigerant

data was only partially provided, publicly available air

conditioning (“AC”) certificates were used to determine

the type and amount of refrigerants. Where this was

not available, other similar sites were used as proxies to

estimate refrigerant consumption. Supermarket refrigeration

capacity and non-food air conditioning was estimated

using floor-area intensity data from EPA where actual data

was not available. Refrigerant loss rate for refrigeration

appliances was estimated from Direct Emissions from

Use of Refrigeration, Air Conditioning Equipment and

Heat Pumps from DEFRA.

Biogenic carbon emissions from combustion of biomass

have been excluded from the Scope 1, 2 and 3 emissions

reporting in the table above as per the GHG Protocol they

must be reported separately. Biogenic CH4 and N2O have

been included in the emissions reporting table. Biomass

energy consumption resulted in 15,848 tonnes of biogenic

CO2 in the 2024-2025 reporting period. kWh energy

consumption associated with biomass is included in the

table above.

The Company continued its efforts to improve energy

efficiency across landlord-controlled areas and to support

tenant-led energy efficiency measures in FY25, as discussed

in the TCFD Report below and the Company’s standalone

Sustainability Report.

Approach to GHG emissions restatements

To improve its GHG reporting, the Company may

restate previously reported data to provide a more

accurate representation of previous performance and its

decarbonisation journey, should a significant change or

error be identified, such as:

• Significant changes in company structure and activities

• Methodology changes such as improvements in emissions

factors, data access and calculation methodologies

• Discovery of significant error(s) in previously

reported data

The Company will restate the FY23 baseline used for its

Scope 1, 2 and 3 emissions reductions targets if any of the

changes above result in a change of 5% or more, in line with

the requirements of the SBTi. The impact of the Carrefour

portfolio acquisition, along with methodology changes from

improved refrigerant data accuracy, has been assessed against

the Company’s SBT baseline. This assessment revealed a

change in base year emissions exceeding 5%, prompting the

Company to recalculate base year emissions (see Table C).

Taskforce on Climate-Related Financial Disclosures

(“TCFD”)

Introduction

The Company has complied with the requirements of the

Financial Conduct Authority’s (“FCA”) UK Listing Rules

(“UK LR”) 6.6.6.(8) by including its TCFD Statement for

FY25 below.

The Company’s statement is consistent with the four

core TCFD pillars, in relation to governance, strategy,

risk management and metrics and targets, and all eleven

underlying specific recommended disclosures.

The Company’s key progress on its climate strategy and

net zero commitments include an updated climate risk

assessment (encompassing the portfolio of Carrefour

assets for the first time), refreshed emissions reduction

modelling and publication of the Company’s first standalone

Transition Plan in June 2025.

 “Recommendations of the Task Force on Climate-related Financial

Disclosures” published in June  by the Task Force on Climate-related

Financial Disclosures, available at: https://www.fsb-tcfd.org.

TCFD COMPLIANT REPORT CONTINUED

ANNUAL REPORT 2025 39

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Governance

Describe how the board exercises oversight

of climate-related risks and opportunities:

The Board is responsible for overseeing the Group’s risk

management framework, including the consideration

of climate-related risks and opportunities affecting the

business, as part of its wider oversight of the Company’s

sustainability strategy.

To ensure the effective oversight of climate-related issues

and the wider sustainability strategy of the Company, the

Board established its ESG Committee in May 2022, whose

role helps to ensure that sustainability issues, including

climate change, are discussed in sufficient detail and given

appropriate focus at the Board level. The ESG Committee,

Chaired by Frances Davies, meets at least four times a year.

See the ESG Committee Report on pages 82 to 83 for more

details on Committee members and how the Committee

operates.

The Board and ESG Committee is primarily informed of

climate-related issues by the Company’s Sustainability

Consultant through the meetings of the ESG Committee, at

which an ESG Update Paper is presented covering relevant

climate related issues, progress against targets and broader

sustainability strategy updates. The Committee monitors

the Company’s ESG performance against the KPIs shown

in the Metrics and Targets section of this report. As the

Company contracts the sustainability function to Atrato,

the Sustainability Consultant plays a key role in ESG

matters and climate-related issues.

Climate-related issues are also considered by the Board

and the Company’s management team in acquisition,

development and asset management decision making.

This process is described below under the managing

climate-related risks section of this statement.

The Company’s governance structure regarding climate

risks and opportunities is summarised in Figure 1.

Figure  | Governance structure related to climate-related

risks and opportunities

ESG Committee

Meeting at least quarterly

Audit and Risk Committee

Meetings at least 3 times a year

Board of Directors

Company Senior Management Team

Internal ESG Working Group

Climate and Environment remains one of the three key

pillars of the Company’s Sustainability Strategy. The ESG

Committee receives a report and verbal update from the

Company’s Sustainability Consultant at every quarterly

meeting in relation to this aspect of the strategy, and

the other two pillars (namely, Tenant and Community

Engagement and Responsible Business).

The ESG Committee update includes the Company’s

quarterly performance against environmental metrics and

broader delivery of the Company’s sustainability strategy,

including activities such as the roll-out of rooftop solar

photovoltaic (“PV”) and EV charging, improvement of

Energy Performance Certificate (“EPC”) ratings, ESG-related

investor engagement and climate transition planning. These

updates allow the ESG Committee to oversee the Company’s

performance against the sustainability strategy. The ESG

Committee is also involved in the review process and

ultimate approval of the Company’s TCFD Report.

The Board is committed to ongoing improvement of the

Company’s climate-related disclosures. During the reporting

year, sustainability consultancy Anthesis was again engaged

to provide external support to help shape the Company’s

response and alignment to the TCFD recommendations.

As part of this support, Anthesis provided analysis of, and

recommendations on, the Company’s final disclosures to

further advance its progress against best practice approaches.

The Board is invested in enhancing the Company’s

understanding of climate risks and opportunities and, as

part of this, approved budget allocation for ongoing climate-

related activities, for the next reporting year. This facilitates

forward planning and preparation of ESG matters targeted

for the next reporting year.

The Board recognises that appropriate training and upskilling

is a key enabler to ensure successful implementation of

the Company’s sustainability strategy and, specifically, the

integration of sustainability factors into the investment

process. During the reporting period, the Company’s

Sustainability Consultant delivered training to the

Company’s employees on the topic of transition planning

and the Company’s GHG inventory, in order to support the

management of these issues in the Company’s activities.

Describe management’s role in assessing and managing

climate-related risks and opportunities:

Climate-related risk and opportunity considerations are

integrated within management roles in the investment and

asset management decision making process, ensuring that

the potential financial impacts of climate-related issues are

evaluated and addressed.

The Company has an internal ESG Working Group, led

by the Company’s Sustainability Consultant. Climate risk

and TCFD is a material topic for this Working Group, and

therefore is a standing agenda item at the meetings of the

ESG Working Group to ensure frequent messaging and

updates on climate-related topics, as well as to facilitate

and enhance understanding of climate impacts across

teams. Additionally, the Company seeks to ensure climate-

related issues are a standing item when engaging with the

Company’s tenants. This includes discussion on topics

such as any planned tenant-led investments in store

refurbishments and energy efficiency upgrades, energy

consumption data sharing and improvements to EPC

ratings. Such engagement occurs multiple times per year

and more frequently with larger site tenants.

Sustainability Consultant

The Company’s Sustainability Consultant is responsible

for the day-to-day delivery of the Company’s sustainability

SUPERMARKET INCOME REIT PLC 40

STRATEGIC REPORT | TCFD COMPLIANT REPORT CONTINUED

strategy, as approved by the Board, including the assessment,

management and reporting of climate-related risks and

opportunities, and leads the provision of climate risk

advice to the Company’s Senior Leadership Team.

The Sustainability Consultant also has responsibility

for overseeing relevant climate-related targets and the

preparation of the Company’s climate-related reporting and

co-ordination of third-party service providers who provide

input into this, including overseeing preparation of the

Company’s GHG inventory and the independent limited

GHG assurance process.

Internal ESG Working Group

The ESG Working Group, led by the Company’s

Sustainability Consultant, consists of the following

members: the Company’s CEO, Head of Operations and

IR, and Head of Asset Management. The Working Group

is responsible for oversight, monitoring and management

of sustainability risks and opportunities including those

related to climate change. This includes the review,

monitoring and management of climate-related risks

relevant to current and future assets in the portfolio.

The Sustainability Consultant and Asset Management

aim to meet at least fortnightly to discuss ESG issues

impacting the Company, and climate risk is a standing

agenda item as part of these meetings. The Company’s

CEO and Head of Operations and IR join on an as needed

basis. Other employees of the Company, including the

Investment Director, are invited on an ad-hoc basis to

meetings with climate-related agenda items. Meeting

minutes are circulated to the full Working Group

following every meeting.

Strategy

Describe the climate-related risks and opportunities the

organisation has identified over the short, medium, and

long term.

In accordance with TCFD recommended disclosures,

the Company has identified climate-related risks and

opportunities across two key categories: (1) physical risks

related to the physical impacts of climate change (acute and

chronic) and (2) transition risks related to the transition to a

low carbon economy (policy, legal, technology, and market).

The Company considers these risks over three key time

periods: from 2025 until 2030 (near-term), from 2030 to

2050 (medium-term) and 2050 to 2100 (long-term).

Time Horizon Details

Near-term (until 2030) The near-term time horizon (-) aligns to both the Company’s near-term Science

Based Target () and the anticipated compliance deadline for the proposed Minimum

Energy Efficiency Standards (“MEES”) regulation, with  currently the proposed target

year for a minimum B EPC ratings. Due to the -year weighted average unexpired lease

term (“WAULT”) of its portfolio, the Company expects that there will be a limited number

of lease renewals and few changes to its existing leases during this time period.

Medium-term (from 2030 to 2050) The medium-term time horizon (from ) aligns with a period of current lease

renewals for the majority of the Company’s assets, during which physical and transition

risks associated with the Company’s portfolio may have greater influence on lease

agreements with existing and new tenants.

Long-term (2050 to 2100) The long-term time horizon aligns with both the Company’s long-term / net-zero Science

Based Target and with a potential increase in the likelihood and severity of physical

climate risks impacting the Company’s portfolio. This allows for the creation of long-term

strategies and planning regarding portfolio management in response to these risks.

Over the last year, the Company carried out an updated transition and physical climate risk analysis for the entire portfolio,

including the Company’s French assets for the first time. Further information on the Company’s approach to Scenario

Analysis is available in the Risk Management section of this TCFD report. For the second year, the Company utilised the

MSCI Real Assets (Real Estate) Climate Risk Tool (the “MSCI tool”) and associated Climate Value at Risk (“Climate VaR”)

outputs to support this analysis and quantify the physical risks across the post-2050 (long-term) time horizon.

The Company considered three key temperature scenarios as part of its scenario analysis conducted this year:

Scenario Details

1.5°C / REMIND / SSP1-2.6 / Orderly

(“Net Zero”)

Net Zero  is an ambitious scenario that limits global warming to . °C through

stringent climate policies and innovation, reaching net zero CO₂ emissions around .

2°C / REMIND / SSP2-4.5 /

“Delayed Transition”)

A climate scenario that assumes global annual emissions do not decrease until .

Strong policies are then needed to limit warming to below °C.

3°C / REMIND / SSP5-8.5 /

“Current Policies”

Current Policies Scenario. No additional climate policies are applied leading to significant

global warming (exceeding °C) with severe physical risks and irreversible impacts like

sea-level rise.

 Physical CVaR is defined as the net present value of the future costs attached to physical risk (cost of damage due to extreme weather), expressed as a % of the

asset’s Capital Value. Calculated for a given carbon emissions reduction scenario or climate change scenario, with a given scenario outcome (aggressive or average)

in case of physical risk. Discount rate of .% rate (average long-term total return of MSCI Global Property Index).

TCFD COMPLIANT REPORT CONTINUED

ANNUAL REPORT 2025 41

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

These scenarios were chosen following the

recommendation of MSCI as being preferred scenarios

for this type of climate analysis and in the absence of an

established real estate industry standard. The Delayed

Transition scenario is a further scenario to the Company’s

FY24 analysis to incorporate a “middle of the road”

approach in contrast to the more ambitious, but potentially

unachievable 1.5°C scenario (due to insufficient global

action). Further details the data sets used as part of the

Company’s scenario analysis are included in the appendix

of this TCFD Report.

The outputs provide a quantitative risk assessment using set

Financial Risk Categories determined based on the asset’s

CVaR, which then supports an assessment of the portfolio’s

exposure to climate-related physical risks and associated

value at risk. For each hazard and for the transition risk,

the CVaR is classified into one of seven buckets as shown in

Figure 2 below.

+. %

%

-.%

-%

-%

Climate VaR

Source: MSCI ESG Research

Risk Reduction

Negligible Risk Reduction

No Identifiable Risk

Severe Risk

Significant Risk

Moderate Risk

Negligible Risk

Figure  | Financial Risk Category

The Company recognises the MSCI tool is only one of

many different scenario analysis tools currently available

on the market. Such tools and the underlying data models

and inputs they utilise rely on certain assumptions and

are constantly evolving as climate research and available

data sets continue to advance. This was seen during the

reporting period with a change in the underlying flood

model used by the MSCI tool, with MSCI adopting a new

third party flood model (Fathom) to replace its legacy model.

Key changes and strengths with the new Fathom Global

Flood Map include:

• The ability to assess three types of flood risk: coastal,

fluvial and pluvial – also known as surface flooding

(previously only coastal and fluvial hazards were available)

• Sophisticated flood protection modelling in which only

the overtopping water causes flooding (based on open-

source protection datasets and manual collection in

collaboration with regional stakeholders).

Deeper dive analyses enables enhanced understanding of

the impact of climate-related risk. This year, the Company

has chosen to build upon the physical risk analysis

conducted in FY24 in three key ways:

1. FY25 UK Analysis Update: Refreshing the UK flood risk

analysis that was first conducted in FY24 through the

updated MSCI tool; and

2. Carrefour Analysis: Expanding coverage of physical

risk analysis to the Carrefour portfolio of assessments,

ensuring climate analysis over the Company’s entire

portfolio.

3. Ongoing Climate Due-Diligence: Utilising a combination

of both the MSCI tool and UK Government Flood Risk

tool to conduct climate-risk reviews for all assets as part

of pre-acquisition due diligence.

FY UK Analysis Update

In FY25, the MSCI tool was again used to conduct

a physical risk assessment, identifying the percentage

of the Company’s UK assets at above negligible risk.

The assessment aimed to refresh the FY24 flood risks

findings (which was identified from the FY24 results as the

key physical risk the Company is exposed to).

The outputs of this assessment under the high emissions

3°C (Current Policies) temperature scenario (applying a

2050 time horizon and aggressive outcome)

highlighted

the following results for the portfolio

• The vast majority (86%) of the Company’s UK assets are

exposed to negligible (>0 to 0.5% VaR) aggregate physical

risk overall.

• 93% of the Company’s UK assets have either no

identifiable or negligible exposure to coastal flooding risk

(vs 89% in FY24)

• 100% of the Company’s UK assets have either no

identifiable or negligible exposure to fluvial flooding risk

(vs 83% in FY24).

• 95% of the Company’s UK assets have either no

identifiable or negligible exposure to pluvial flooding risk

(risk not measured in FY24).

• This is in line with the MSCI UK Quarterly Supermarket

Benchmark which also identifies negligible CVaR from

coastal and pluvial flooding and no identifiable fluvial flood

CVaR under the same scenario and 2050 time horizon.

 Financial Risk Categories include: Severe Risk (VaR<-%), Significant

Risk (VaR<-%), Moderate Risk (VaR<-.%), Negligible Risk (VaR<%),

No Identifiable Risk (VaR=%), Negligible Risk Reduction (VaR>%), Risk

Reduction (VaR>.%).

 The exposure assessment adopted the CVaR financial risk thresholds of

negligible, moderate, significant and severe risk, with severe the highest

financial risk category.

 °C | REMIND | Current Policies (default) by  time horizon. The Aggressive

Outcome reflects the severe downside physical risk of a given climate

change scenario and is computed from the th percentile of the distribution

of Discounted Costs reflecting uncertainty about the climate system and

modelling assumptions. The °C (Current Policies) scenario with Aggressive

Outcome (or worst case/th percentile) was selected to better stress test the

Company’s strategy as physical risks are highest under this scenario (compared

to other two scenarios reviewed by the Company).

 The exposure assessment adopted the CVaR financial risk thresholds of

negligible, moderate, significant and severe risk, with severe the highest

financial risk category. Percentages are calculated by asset count (UK portfolio)

rather than capital value.

 Change primarily a result of the MSCI Tool Fathom model update which reports

“defended” flood depths so only water exceeding the flood protection can cause

flooding.

SUPERMARKET INCOME REIT PLC 42

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Fluvial and pluvial flood risks reduce significantly under a

2°C (Delayed Transition) temperature scenario and further

reduce under a 1.5°C (Orderly) temperature scenario (both

applying a 2050 time horizon and aggressive outcome),

with 100% of the Company’s UK assets having either no

identifiable or negligible exposure. However, coastal flood

risk remains the same.

Carrefour Analysis

The same 3°C (Current Policies) (2050 time horizon and

aggressive outcome) temperature scenario was applied

to the Company’s assets in France and highlighted the

following results

• 96% of the Company’s French assets are exposed to

negligible (>0 to 0.5% VaR) aggregate physical risk overall.

• No identifiable coastal flood risk for any of the French

assets.

• 100% of the French assets have either no identifiable or

negligible exposure to fluvial flooding risk.

• 96% of the Company’s French assets have either no

identifiable or negligible exposure to pluvial flooding risk.

Describe the impact of climate-related risks and

opportunities on the organisation’s businesses, strategy,

and financial planning.

The Company’s material climate-related risks remain the

same as identified in FY24. Table A below provides a

description of each risk and the Company’s assessment of

potential impact and risk management strategy (including

mitigating actions and resilience factors).

Table A | Climate-related risks summary

TCFD Risk

Category

Risk

Description

Time

Horizon Potential Impact and Strategy (including mitigating actions)

Transition

Risk: Policy

and Legal

Proposed MEES

regulation

requiring

portfolio assets

to achieve a

minimum of EPC

B rating by 2030.

Near-term

(from now

until 2030)

1.5°C (Net Zero) scenario: higher risk

2°C (Delayed Transition) scenario: medium risk

3°C (Current Policies) scenario: lower risk

The proposed MEES regulation is expected to require all commercial property to be a

minimum EPC B by 2030. 47% of the Company’s portfolio is currently rated B or above.

This risk (and other policy and legal risks) is higher under a 1.5°C scenario which assumes

the implementation of stringent climate policies required to reach net zero over near-

term timeframes.

The direct impact of the proposed regulation is reduced given the Full Repairing and

Insuring (“FRI”) nature of the majority of the Company’s leases

, and the ambitious

emissions reduction and associated energy efficiency targets and commitments of the

Company’s major tenants. Tenant-led investment in energy efficiency measures not only

reduces energy consumption but has also led to EPC rating improvements at no cost to

the Company.

As the Company continues to enhance its climate-related engagement with tenants, it

will also look to engage further on tenants’ own Transition Plan and how the Company

might collaborate with tenants on the delivery of relevant transition actions.

Physical Risk:

Flooding

Impact of acute

physical risk

of pluvial and

coastal flooding.

Long-term

(2050 to 2100)

1.5°C scenario (Net Zero): lower risk

2°C (Delayed Transition) scenario: medium risk

3°C (Current Policies) scenario: higher risk

The key potential impact of fluvial and coastal flooding is asset damage (building damage

costs). This risk is higher under a 3°C scenario which assumes no additional climate

policies are applied leading to significant global warming (exceeding 3°C) with severe

physical risks including from sea-level rise, intense rainfall and associated flooding.

The direct impact of flooding risk on the Company is reduced given the majority of assets

are on FRI leases, meaning the tenants have full insurance obligations. As discussed

above, flood risk is also a key risk actively assessed as part of the Company’s acquisition

due diligence process.

The Company’s focus on investing in strong performing stores and the long-dated nature

of the Company’s leases already creates an incentive for the Company’s tenants to

build physical climate-resilience considerations into their own long-term management

strategies for the stores they occupy.

 Percentages are calculated by asset count (France portfolio) rather than capital value.

 By valuation as at  June . Based on  buildings with EPC Ratings Certifications, excluding non-

English and residential EPCs.

 The nature of FRI leases means the tenants have responsibility for the maintenance and operation of the

assets (including the heating and cooling of the building) during the term of the lease.

TCFD COMPLIANT REPORT CONTINUED

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In addition to the risks outlined above, in FY23 the

Company identified market shifts to be a prospective

opportunity. By accelerating deployment of energy efficient

measures, setting a Science Based Target (“SBT”) and better

aligning with tenant preferences, the Company could

gain a competitive advantage relative to other commercial

landlords who are not as progressive in their climate and

sustainability related ambitions. This could enable increased

tenant demand and rent premiums.

During both FY24 and FY25, the Company has acted on

this opportunity, first by setting SBTi approved emissions

reduction targets and then by preparing and publishing its

first Transition Plan. In addition, the Company continues

to engage with tenants on the deployment of energy

efficiency improvement opportunities and broader asset-

level enhancements such as progressing roll out of rooftop

solar PV and installation of EV across the portfolio. These

measures and the Company’s targets in relation to climate-

related opportunities are discussed in more detail under the

Metrics and Targets section of this report, in Tables B and D.

Over the next reporting cycle, the Company plans to further

validate the outputs from the FY25 climate-risk assessment

and Carrefour analysis, including specific review into the

assets identified from this assessment as being exposed

(i.e. above negligible in the ratings) to flooding. Through

this ongoing work, where necessary, the Company will

determine appropriate strategic responses to validate

asset-level flood risk, for example, the development of site-

specific flood management plans or engagement of further

environmental surveys.

Describe the resilience of the organisation’s strategy,

taking into consideration different climate-related

scenarios, including a °C or lower scenario.

The Company’s scenario analysis outputs from FY25 have

highlighted the following findings:

• Overall, the current portfolio is not highly exposed to

physical risks given the location of the assets.

• Of the physical risks assessed, flood risk (specifically

coastal and pluvial) is the most material risk for the

portfolio.

• The impact of climate-related physical risks to the

portfolio is expected to become more relevant in the long

term under a high emissions scenario.

• Risks arising from the transition to a low carbon economy

are expected to be higher in the short term under a 1.5°C

scenario, driven by policy and legal changes, such as

potential minimum EPC rating requirements. Under a

3°C scenario transition risks remain low over the short

to medium-term until the point whereby policy and legal

changes (particularly adaptation measures) are required

to address increasing physical impacts.

A benefit of owning mission-critical real estate is that

the Company’s tenants make significant investments in

maintaining, upgrading and decarbonising the Company’s

store estate. These investments are linked to the ambitious

net zero targets and associated energy efficiency

commitments of the Company’s largest tenants. Not only

do these investments drive improvements in energy

consumption at the store level, they have also helped the

Company to see an improvement in EPC ratings, supporting

the Company with progress against its EPC-related

improvement targets. In addition to acting as a transition

risk mitigant, these decarbonisation investments and the

long-dated nature of the Company’s leases also create

an incentive for the Company’s tenants to build physical

climate-resilience considerations into their own long-term

management strategies for the stores they occupy.

Further details on resilience factors are also covered in

Table A above.

Risk Management

Describe the organisation’s processes for identifying and

assessing climate-related risks.

The Company’s approach to risk assessment is as set out in

the Our Principal Risks Section on pages 49 to 51.

The Board has responsibility for the Company’s risk

management and internal controls, with the Audit and Risk

Committee reviewing the effectiveness of the Board’s risk

management processes on its behalf. The ESG Committee

is responsible under the delegated authority of the Board

for the monitoring of climate-related risks (both physical

and transition) which are incorporated into the risk

management process.

Pre-acquisition

At the pre-acquisition stage, each potential asset undergoes

an ESG due diligence and climate risk assessment, including

preparation of asset-specific ESG reports that specifically

evaluate climate risk. These reports include an analysis

of potential vulnerabilities, such as exposure to flooding

and other climate-related physical risks. The emissions

reduction targets of the assets tenant(s) is also reviewed to

assess alignment with the Company’s own targets, as part of

each transition review. If climate-related risks are identified

in an acquisition opportunity further due diligence will

be undertaken, for example additional site surveys and

analysis, and consideration of any adaptation measures.

The findings from these assessments and any identified

risks are reviewed and discussed by the ESG Working

Group. This proactive approach ensures that the potential

impacts on asset value are understood at the pre-acquisition

stage and if the acquisition proceeds, that climate-related

risks are managed and monitored going forward.

A key component of the Company’s pre-acquisition due

diligence relates to the energy efficiency of assets: for

example, no asset with an EPC below C can be acquired

unless a demonstrable EPC improvement plan is developed,

the cost of which is reflected in the investment case for the

asset acquisition. Opportunities for the installation of energy

efficiency and renewable technology in support of the net

zero transition (such as rooftop solar PV and EV charging) as

well as potential biodiversity improvement opportunities are

also considered as part of the investment case.

SUPERMARKET INCOME REIT PLC 44

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Post-acquisition

A key aspect of the Company’s asset management strategy

is sustainability performance improvement. The Company’s

Sustainability Consultant and Asset Management regularly

review the operational sustainability performance of the

Company’s assets including tracking key environmental

performance metrics such as EPC ratings, percentage

of the portfolio with EV charging and rooftop solar. The

Sustainability Consultant oversees the collection of energy

consumption and other ESG data directly from tenants

which is a key input into the Company’s GHG Inventory

calculations. This enables the tracking of operational energy

performance and YoY emissions against the Company’s

emissions reduction targets. The Company’s Asset

Management team has responsibility for managing EPC

rating assessments for existing assets in the portfolio, which

are conducted on a rolling basis when there are known

sustainable improvements to assets, on expiry or following a

change to EPC calculation methodology.

The Company has committed to an annual review of its

climate-related risks, with the target to annually assess 100%

of the existing portfolio of assets and every new asset at

acquisition stage. Existing assets undergo Scenario Analysis

using the MSCI tool to identify climate-related risks and

quantify the prospective financial impact. The Physical Risk

model integrated within the MSCI tool assesses the cost of

physical risks on buildings, using climate data for the given

locations of assets incorporating the hazards of extreme

heat, extreme cold, fluvial and coastal flooding, tropical

cyclones and wildfire (see Figure 2). However, given the Full

Repairing and Insuring (“FRI”) nature of the majority of our

leases, the Company has adopted this method of scenario

analysis as an efficient way to review its portfolio while

recognising the limitations of CVaR as a reflection of actual

financial risk.

A summary of the key climate data sets integrated into the

MSCI Physical Risk model is included in the appendix of

this TCFD Report.

Climate

Value-at-

Risk

Assets Location Hazard Costs

Physical Risks

Source: MSCI ESG Research

Extreme Heat

(Climate Models)

Number of days/year with

temperature above C

Coastal Flooding

(Climate Models)

Flood height in metres

for a -yr return period

Tropical Cyclones

(Probabilistic Models)

Wind speeds in metres/second

for a -yr return period

Fluvial Flooding

(Climate Models)

Flood height in metres

for a -yr return period

Wildfires

(Climate Models)

Fire probability in %

for a -yr return period

Extreme Cold

(Climate Models)

Number of days/year with

temperature below C

Chronic Risks

operational cost

Acute Risks

asset damage

Figure  | Physical Risk Hazards:

Describe the organisation’s processes for managing

climate-related risks.

As part of the acquisition due diligence process, the

Company undertakes an assessment of each asset against a

set of sustainability criteria.

Both physical and transition climate risks associated with

the Company’s portfolio are assessed and included in the

risk register. Materiality and prioritisation determinations

are made through impact, likelihood, and risk scoring as a

part of the risk register. Inherent and residual probabilities

are assigned to each risk, from which a risk score is derived.

The climate-related risks included in the Company’s

Risk Register are updated to reflect the findings from the

Company’s annual climate risk assessment to ensure that

emerging risks and any changes to climate projections or

the Company’s portfolio are captured. Mitigating actions are

described in detail in the risk register, laying out governance

structure and processes in place aimed at mitigating each

risk. Finally, actions taken to mitigate risks are tracked and

recorded in the register.

In addition, the Company’s Sustainability Consultant

coordinates internal ESG Working Group meetings to

allow collaborative communication and management of

climate-related risks relevant to current and future assets

in the portfolio.

Describe how processes for identifying, assessing, and

managing climate-related risks are integrated into the

organisation’s overall risk management.

The Company’s approach to risk assessment is as set out in

the Our Principal Risks Section on pages 49 to 51.

The Company manages its risk related to its emissions

profile, and associated regulatory risk, by monitoring,

measuring, and disclosing its Scope 1, 2, and 3 GHG

emissions, and identifying and progressing available

decarbonisation levers, as outlined in the Company’s first

Transition Plan, published in June 2025.

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STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Tenant engagement is a core pillar of the Company’s

Sustainability Strategy and includes engagement on

energy efficiency measures and support of tenants’ own

decarbonisation efforts and targets. As part of Scope 3

emissions initiatives over the last reporting period the

Company has undertaken increased engagement efforts

with tenants on collecting energy consumption and other

ESG performance data.

Metrics and Targets

Disclose the metrics used by the organisation to assess

climate-related risks and opportunities in line with its

strategy and risk management process.

To better understand and manage its climate-related

risks and opportunities in line with its strategy and risk

management process, the Company measures a number

of climate-related metrics, see Table B below.

Table B | Climate-related metrics

Metric category Metric FY FY FY

Transition

risks

% EPCs of

supermarkets in

England B or above

(by valuations)

50% 56% 47%

% EPCs of ancillary

units in England B or

above (by valuations)

35% 53% 56%

% of actual energy

consumption data from

UK supermarket tenants

used for GHG Inventory

(vs estimated data)

14% 26% 63%

Physical risks % of supermarket

assets in the portfolio

screened for physical

climate hazards

Screening

only at

acquisition

95%

100%

Climate-

opportunities

% of supermarkets with

on-site PV

20% 20% 15%

% of assets with on-site

EV charging

20% 30% 40%

Disclose Scope , Scope , and, if appropriate, Scope  GHG emissions, and the related risks.

The Company has again engaged external consultants, Anthesis, to prepare its GHG inventory for FY25, covering Scope 1,

2 and 3 emissions. The Company’s full GHG inventory, prepared in line with the GHG Protocol methodology is disclosed

below in Table C (see Appendix A for further details of the methodology).

Table C |GHG Inventory



FY (original)

FY

(recalculated)

FY

(recalculated) FY

Location-based

tCO



Location-based

tCO



Location-based

tCO



Location-based

tCO



Market-based

tCO



Market-based

(S& & DLA)

tCO



Scope  Total . . . . . .

Scope  Total . . . . . .

1: Purchased Goods and Services 3,131.50 3,131.50 2,214.70 3,882.04 3,882.04 3,882.04

2: Capital Goods 463.49 463.49 0 0 0 0

3: Fuel- and Energy-Related

Activities

37.46 37.46 65.78 86.41 39.45 39.45

5: Waste Generated in

Operations

0 0 0 41.95 41.95 41.16

6: Business Travel 0 0 0 1.55 1.55 1.55

7: Employee Commuting 0 0 0 2.49 2.45 2.45

13: Downstream Leased Assets

(“DLA”)

72,902.93 57,732.81 72,070.92 50,076.21 50,076.21 40,520.28

Scope  Total ,. ,. ,. ,. ,. ,.

Scope ,, Total ,. ,. ,. ,. ,. ,.

Intensity ratio: tCO

e (gross

Scope 1 & 2) per m

of floor area

0.0003 0.00047 0.0007 0.0008 0.0003 0.0003

Intensity ratio: tCO

e (gross

Scope 1, 2 & 3) per m

of floor area

0.0764 0.09201 0.0743 0.0542 0.0540 0.0444

 Only the Company’s English EPCs included (due different methodology for Scottish and France EPCs). % of the Company’s UK supermarket EPCs are C and above.

 FY: UK supermarket assets only. From FY all supermarket assets screened.

 FY: UK and France. FY and FY UK only.

 FY: UK and France. FY and FY UK only.

 FERA emissions associated with tenant activities under Scope  downstream leased assets are not included in the figures reported.

SUPERMARKET INCOME REIT PLC 46

STRATEGIC REPORT | TCFD COMPLIANT REPORT CONTINUED

The Company’s scope 1, 2 and 3 emissions total 54,362

tCO

e (location-based) in its FY25 reporting year. Scope 3

accounts for the vast majority of the Company’s emissions

at more than 99%, totalling 54,091 tCO

e (location-based).

This is to be expected as the Company’s Scope 1 and

2 emissions from the communal spaces of its assets is

relatively immaterial, producing 277 tCO

e (location-based)

collectively. The majority of the Company’s emissions

come from their leased properties which sit under Scope 3,

category 13 downstream leased assets.

The Company engaged Grant Thornton UK LLP to provide

independent limited assurance over the Company’s GHG

emission data disclosed in the SECR table above, using the

assurance standard ISAE 3000 (Revised) and ISAE 3410,

for the year ended 30 June 2025. Grant Thornton has issued

an unqualified opinion over the selected data and the full

assurance report is available on the Sustainability page of

the Company’s website: Sustainability - Supermarket

Income REIT.

Improving the quantity of actual (vs estimated) energy and

refrigerant consumption data, has been a priority for the

Company over the reporting period. As a result, the amount

of estimated data has reduced, from 71% estimated in

FY24 to 37% estimated data for this reporting period. The

improved refrigerant data in FY25 has been the key driver

of the reduction in estimated emissions. The majority of

the Company’s emissions from downstream leased assets

come from assets leased out to supermarkets. Therefore, the

Company has prioritised engagement on data sharing with

its supermarket tenants. As a result of these engagement

efforts with supermarket tenants specifically the following

improvements have been made:

• The amount of actual purchased electricity (market-

based) data in FY23 was 23%, improving to 52% actual

data in FY24 and 61% in FY25.

• The amount of actual natural gas consumption data in

FY23 was 27%, improving to 70% actual data in FY24 and

66% in FY25.

• Actual refrigeration gas data for the first time: 29% vs 0%

in FY24.

This has subsequently improved the overall accuracy of the

Company’s emissions disclosures on prior year. This is a

marked improvement from FY22 where 100% of emissions

were estimated.

Details of the remaining assumptions and proxies used to

complete the Company’s GHG inventory where actual data

was not available, are outlined in the Appendix A.

Describe the targets used by the organisation to manage

climate-related risks and opportunities and performance

against targets.

The Company has set ambitious climate-related targets,

including both near-term and long-term/net zero emissions

reduction targets, which were validated and approved by

the SBTi in March 2024 see Table D below.

Table D – Science Based Targets

Target Description

Near-term The Company commits to reduce Scope 1 and Scope 2

emissions 42% by 2030 from a FY23 baseline.

Long-term The Company commits to reduce Scope 1, 2 and 3

emissions 90% by 2050 from a FY23 baseline.

Net Zero The Company commits to reach net-zero by 2050.

Details on how the Company plans to achieve its Science

Based Targets can be found in the Company’s standalone

Transition Plan. Given the FRI nature of the majority of the

Company’s lease arrangements and associated limitations

to site control, the Company has not yet set further specific

targets with regards to the opportunity of on-site solar

PV and on-site EV charging installation. However, the

Company continues to actively engage with tenants on such

opportunities and to support installations wherever feasible.

The Company does not currently use carbon offsets and

will be prioritising investment on decarbonisation activities

in the near term. In future, the Company may review

their application, including how they could support the

Company’s net zero agenda.

The Company will again review its selection of climate-

related metrics and targets over the next reporting period to

ensure that it continues to measure and manage its climate-

related risks and evolve its approach to meet best practice

guidance and stakeholder expectations.

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ANNUAL REPORT 2025 47

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

FY Priorities

Having now prepared and published its first Transition Plan,

the Company is focused on the priority transition activities

outlined to ensure continued progress is made to reduce the

Company’s GHG emissions in line with its science-based

emissions reductions targets. The Company will continue

to focus on improving its energy consumption and ESG data

processes with tenants to improve the amount of actual

(rather than estimated) data utilised in its GHG emissions

calculations. This, in turn, supports more accurate

emissions reduction tracking and enables YoY comparison

to help identify priority sites for EPC assessments.

Going forward, the Company intends to take an iterative

approach to scenario analysis as a strategic planning

tool over time, as external tools and analytical choices

evolve and the Company’s analysis further matures.

The Company will explore how further changes to its

strategy and financial planning may be required in light

of this information year-on-year.

Appendix A: Methodology notes for GHG inventory

Methodology and Assumptions

The 2024 Conversion Factors published by the UK

Department for Energy Security and Net Zero (“DESNZ”)

was the main source used for emission factors for UK assets

(uplifted from AR5 to AR6). Association for Issuing Bodies

(“AIB”) factors has also been used for residual emissions

factors. The Intergovernmental Panel for Climate Change

(“IPCC”) 2021 factors were used for refrigerant emission

factors. For the electricity consumption of newly acquired

assets, located in France, International Energy Agency

(“IEA”) conversion factors have been used. All relevant

categories have been included, and any exclusions are

described below.

Scope 1 & 2

For electricity and natural gas, some actual consumption

data was provided for communal areas where energy

consumption is controlled by SUPR. Where there were gaps,

estimations were made using the data from previous year

or floor area intensities (based on similar sites within the

portfolio, excluding outliers) as proxies. For fuel oil, spend

was used as a proxy due to a lack of activity data.

Scope 3 (1. Purchased Goods & Services)

This category was estimated using spend as a proxy and

applying Department for Environment, Food & Rural Affairs

(“DEFRA”) input-output factors kgCO

/GBP) to expenditure.

Scope 3 (5. Waste)

Where data was unavailable, this category estimated waste

consumption by using waste intensity of a similar site that

provided actual data.

Water consumption was estimated for all sites without data.

Previously, this estimation was based on the water intensity

of one site with data, however the methodology has been

updated to use Real Estate Environmental Benchmark

(“REEB”) water benchmark intensity in FY25.

Scope 3 (6. Business Travel)

This category was estimated using actual business travel

data for SUPR employees and applying UK Department

for Energy Security and Net Zero (“DESNZ”) conversion

factors.

Scope 3 (7. Employee Commuting)

This category was estimated using employee commuting

survey results data for SUPR employees and applying UK

Department for Energy Security and Net Zero (“DESNZ”)

conversion factors.

Scope 3 (13. Downstream Leased Assets)

The majority of emissions relate to tenant energy use,

particularly for supermarket branches. All supermarket

tenants provided actual consumption data for electricity,

heating and at least partial data on refrigerants. Where no

consumption data was available, estimations were made

using benchmark intensity data based on floor area.

A smaller amount of emissions arises from the communal

areas of sites where the Company owns the land but is not

responsible for paying for the energy. These emissions were

estimated using the floor area intensities of similar sites

with actual data.

Note on FERA Emissions:

The GHG Inventory figures have removed FERA emissions

that are categorised under Scope 3 category 13: Downstream

Leased Assets (“DLA”) to align with the SBTi minimum

boundary alignment. These FERA emissions are associated

with the tenants’ Scope 1 and 2 emissions that are also

categorised under Scope 3 DLA. The figures reported

in SECR Report above account for a fuller view of DLA

emissions by including FERA emissions under Scope 3

DLA. Therefore, Scope 3 DLA and consequentially, total

Scope 3 figures reported in the SECR Report are higher than

figures reported for TCFD due to the exclusion of Scope 3

FERA under DLA in TCFD.

SUPERMARKET INCOME REIT PLC 48

STRATEGIC REPORT | OUR PRINCIPAL RISKS

Appendix B: MSCI Tool

MSCI Physical Risk Model Data Inputs

Hazard Exposure and Financial Impact

Hazard and Type Severity Main Model Input and Data Sources



Cost Type

Main Vulnerability Models and

Data Sources

Coastal Flooding

(Acute)

Inundation depth

(metres) Flood

distribution from 1-year to

>10,000-year event

• Fathom’s Global Flood Map 3.1

• Synthesis of observational,

reanalysis, and modelled data,

with IPCC AR6 sea level rise

projections

• Elevation model FABDEM+

• Flood protection standards

based on FLOPROS and

Fathom’s in-house database

• Asset damage (both)

• Business interruption

(Corporates) or rental

income loss (Real Estate)

• Asset damage and

business interruption

functions based on

empirical data

• Adaptation considered

via national (and in some

cases, subnational) flood

protection measures,

based on the open-source,

global database of flood

protection standards

FLOPROS and Fathom’s

in-house database

Fluvial Flooding

(Acute)

Inundation depth

(metres) Flood

distribution from 1-year to

>10,000-year event

• Fathom’s Global Flood Map 3.1

• Flow gauge data and river

discharge from ISIMIP2b

climate models

• Elevation model FABDEM+

• Flood protection standards

based on FLOPROS and

Fathom’s in-house database

• Asset damage (both)

• Business interruption

(Corporates) or rental

income loss (Real Estate)

• Asset damage and

business interruption

functions based on

empirical data

• Adaptation considered

via national (and in some

cases, subnational) flood

protection measures,

based on the open-source,

global database of flood

protection standards

FLOPROS and Fathom’s

in-house database

Pluvial Flooding

(Acute)

Inundation depth

(metres) Flood

distribution from 1-year to

>10,000-year event

• Fathom’s Global Flood Map 3.1

• Station data and precipitation

projections from CMIP6

HighResMIP climate models

• Elevation model FABDEM+

• Flood protection based on

local degree of urbanization

and development

• Asset damage (both)

• Business interruption

(Corporates) or rental

income loss (Real Estate)

• Asset damage and

business interruption

functions based on

empirical data

• Considers local variations

in drainage system capacity

based on the degree of

urbanization

TCFD COMPLIANT REPORT CONTINUED

. Resolution for all hazards:  m x  m.

ANNUAL REPORT 2025 49

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

OUR PRINCIPAL RISKS

Risk Management and Internal Controls

Risk management framework

The Board recognises that effective risk management is essential

to achieving the Group’s strategic objectives and safeguarding

stakeholder value. Our risk management framework ensures

that risks are recognised and appropriately managed.

The Board

• Overall accountability for risk management and

internal controls

• Determines risk appetite and reviews principal risks

• Assessing going concern and long-term viability

• Determine matters reserved for the Board

Audit and Risk Committee

• Monitoring principal and emerging risks

• Review the effectiveness of the internal controls

• Report to the Board on the effectiveness of the risk

management framework

Senior Management Team

• Execution of risk management across the business

• Monitoring and managing the specific risks

• Provide updates on current and emerging risks

Approach to risk management

The Board has overall responsibility for the Company’s risk

management and internal controls with the Audit and Risk

Committee reviewing the effectiveness of the Board’s risk

management process on its behalf. The risk management

framework is designed to identify, evaluate, and manage

risks in a manner consistent with the Group’s strategic

objectives. While they aim to mitigate risk exposure, they

cannot eliminate all risks entirely and therefore provide

reasonable assurance against material misstatement or loss.

The Audit and Risk Committee supports the Board in its

oversight of the Group’s risk management and internal

control systems. It conducts regular reviews of the Group’s

risk register as part of its oversight of risk management and

internal controls. This process enables the Audit and Risk

Committee to provide effective oversight and assurance on

the Group’s risk governance.

The Senior Management Team is responsible for the

ongoing identification of risks across the Group’s operations

and for ensuring that appropriate internal controls are

designed, implemented, and maintained in response to

those risks. These controls are embedded within operational

processes and are reviewed regularly to ensure they remain

effective and proportionate.

Risk appetite

The Board determines the level of risk it will accept in

achieving its business objectives. We have no appetite for

risk in relation to regulatory compliance or the health,

safety and welfare of our tenants, service providers and the

wider community in which we work. We continue to have

a moderate appetite in relation to activities which drive

revenues and increase financial returns for our shareholders.

Monitoring and Identifying Risk

The Senior Management Team comprises representatives from

each business unit, ensuring that risk management is embedded

across all operational areas. The Senior Management Team

meets regularly to review strategic decisions, assess operational

developments, and identify emerging risks.

All identified risks are recorded in the Group’s risk register,

which is maintained by the Senior Management Team and

reviewed regularly by the Audit and Risk Committee. This

ensures that the register remains current and reflective of

the Group’s evolving risk profile.

Emerging risks are a specific focus within the Group’s risk

management framework. These are assessed both during

scheduled risk reviews and in response to significant

developments. The assessment process includes input from

the Senior Management Team and forms part of the Audit

and Risk Committee’s broader oversight responsibilities.

Principal Risks and Uncertainties

The Board has conducted a robust assessment of the

principal risks that could materially impact the Group’s

business model, performance, solvency, or liquidity. These

risks are reviewed regularly and updated to reflect changes

in understanding and external conditions.

The matrix below outlines each principal risk, assessed by

impact and likelihood. Key changes to the risk profile, along

with mitigation measures and relevant key risk indicators,

are detailed in the table on pages 50 to 51.

Impact

Low High

Probability

Key

. There can be no guarantee that the dividend will grow in line with inflation.

. A significant fall in property valuations

. Use of floating rate debt will expose the business to underlying interest

rate movements

. Major event/business interruption

. The default of one or more of our grocery tenants

. Increased competition may impact the Group's ability to source assets

. Key person risk

. Cyber Security & Disaster Recovery

. Changes in regulatory policy could lead to our assets becoming unlettable.

. We operate as a UK REIT and have a tax-efficient corporate structure,

with advantageous consequences for UK Shareholders. Any change to

our tax status or in UK tax legislation could affect our ability to achieve our

investment objectives and provide favourable returns to Shareholders

SUPERMARKET INCOME REIT PLC 50

STRATEGIC REPORT | OUR PRINCIPAL RISKS CONTINUED

OUR PRINCIPAL RISKS CONTINUED

Risk Impact Mitigation

Change

in Year

1. There can be no

guarantee that the

dividend will grow in

line with inflation.

The Company has a stated ambition to

grow its dividend progressively and aims to

provide investors with inflation protection.

Although the Company has received 100%

of rent demanded, has increased rents in

line with its contractual rent reviews and

has one of the lowest EPRA cost ratios in

the sector, it has been unable to increase

its earnings and dividend in line with

inflation.

This has been caused primarily by the

cap on rental uplifts in the majority of the

Company’s leases and the increase in cost

of debt due to higher interest rates.

Increases in interest rates result in higher

cost of debt and lower earnings.

Focus on reducing costs and targeting a 9% cost ratio

We have entered into interest rate swaps and caps to manage

our exposure to further increases in interest rates.

Interest rates have started to decline from their highs last

year which, if continued, would be supportive of earnings and

dividend growth over the long term beyond expiry of current

interest rate hedges.

We have proactively undertaken a number of measures

to grow earnings, such as accretive acquisitions and

cost reduction. Most notably, the Internalisation, saving

approximately £4m per annum.

In July 2025 we issued our first GBP bond with a coupon of

5.125%. The issuance will allow the Company to use the value

of existing interest rate derivatives to hedge its overall interest

rate exposure to c.4.7%.

We are actively looking at other ways to grow our revenue streams,

which will include the management fee income from the JV.

2. A significant fall in

property values.

An adverse change in our property

valuations may lead to a breach of our

banking covenants. Market conditions may

also reduce the revenues we earn from our

property assets, which affect our ability to

pay dividends to shareholders. A severe fall

in values may result in us selling assets to

repay our loan commitments, resulting in a

fall in our net asset value.

The Group targets top performing omnichannel supermarkets,

let on long leases, predominately to institutional grade

counterparties, in geographically diverse locations. The low

vacancy (0.3% as of 30 June 25) and strong tenant covenants

(81% investment grade) should provide resilience and lessen

any negative impact of a market downturn.

The Group operates a medium term LTV target of 30-40%,

which is continually monitored (at quarterly board meetings

and prior to acquisitions). As part of the Group's going concern

and viability assessments, conducted every six-months, we

stress test the resilience of the portfolio to a material decline

in property values. As of 30-June-25, the Group's property

values would need to fall by around 40% before breaching the

gearing covenant.

3. Use of floating rate

debt will expose

the business to

underlying interest

rate movement

Including post balance sheet events,

interest on 51% of our debt facilities is

payable based on a margin over SONIA

(including JV debt at share). Any adverse

movements in SONIA could significantly

impair our profitability and ability to pay

dividends to shareholders.

Following our £250m bond issuance in July 2025, 49% of the

Group’s drawn debt is fixed rate via Bond Issuance and Private

Placements. We anticipate that this will reduce as we make the

acquisitions from our pipeline that is currently in exclusivity.

We will continue to be prudent in managing our floating rate

debt in the current interest rate environment and selectively

utilise hedging instruments and/or fixed rate debt to keep our

overall exposure to an acceptable level.

4. Major event /

business interruption

Unexpected events on a regional, national

or global scale that result in a severe

adverse disruption to the Company,

which may result in loss of competitive

advantage and adverse impact on financial

performance.

The Company ensures its resilience against global events

and business disruption through its financing strategy,

diversified portfolio of mission critical food stores, and a

detailed business continuity and disaster recovery plan. Where

appropriate, relevant insurance is procured. Every reporting

period end, the finance team prepare a going concern

and viability assessment, which stress tests the portfolio’s

resilience to major impacts (large reduction in asset values

and/or loss or rental income).

5. The default of one or

more of our grocery

tenants would

reduce revenue and

may affect our ability

to pay dividends.

Tenants may default or fail, leading to a

reduction in revenue and impacting our

ability to deliver a covered and growing

dividend

We target top performing omnichannel stores, let on

long-leases to, predominantly, investment grade covenants.

As part of the acquisition due diligence, store trading data is

used to assess performance of the store and effort rates.

As of 30-June-25, 78% of the portfolio was let to investment

grade covenants.

Any store where trading performance is suffering will be

considered for disposal.

6. Increased

competition may

impact the Group’s

ability to source

assets in the

supermarket sector

that meet our return

requirements.

The Company faces competition from

other property investors. Competitor’s may

have greater financial resources than the

Company and a greater ability to borrow

funds to acquire properties.

The supermarket investment market

continues to be considered a safe asset

class for investors seeking long-term secure

cash flows which is maintaining competition

for quality assets. This has led to increased

demand for supermarket assets without a

comparable increase in supply, which could

potentially increase prices and make it more

difficult to deploy capital.

Our team has good experience in the supermarket sector and

has strong relationships that help identify opportunities. As

sector specialists, and a leading investor in the supermarket

space, we are shown the vast majority of opportunities that

meet our investment criteria.

The Senior Leadership Team has a track record of executing

transactions (over £0.5 billion transacted in 2025). We have

a resilient capital structure and a supportive lender/investor

base, and following our bond issuance in July-25, we have

£350m of liquidity headroom under our debt facilities.

We have a competitive cost of capital and are able to deploy at

attractive rates of return.

ANNUAL REPORT 2025 51

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Risk Impact Mitigation

Change

in Year

7. Key person risk The Company relies heavily on a relatively

small team of highly motivated individuals

whose skills and experience are crucial to

the success of the Company.

We offer competitive remuneration packages with all staff

members participating in the Long-Term Incentive Plan

(LTIP), which senior members of the team are subject

to performance conditions. This incentivises long-term

performance and helps to create an ownership culture within

the Company. We conduct semi-annual staff appraisals, which

provide a forum to discuss targets, progress, prospects and

training needs.

New

Risk

8. Cyber security threat Cyber threats may give rise to significant

financial losses and/or disruption to

business processes and corporate systems.

The Company's IT and Cyber Risk Policy is designed to reduce

the risk of a cyber attack against the Company. As part of

the ongoing commitment to improving the security of the

Company’s data, we have applied for and now gained a Cyber

Essentials certification (a UK Government backed certification

scheme). The Company's IT consultant is responsible for

conducting periodic cyber security assessments and also

managing the response to identified risk. All employees are

bound by the terms of this policy and receive appropriate

training on a regularised basis.

New

Risk

9. Changes in

regulatory policy

could lead to our

assets becoming

unlettable.

Changes in regulations (currently

represented by Minimum Energy

Efficiency Standards (MEES)) could lead

to the possibility of our assets becoming

unlettable. Any properties not compliant

with MEES could attract reduced tenant

demand, reduced rental income and/or be

subject to fines.

The ESG committee stays informed about changes in legislation

by working closely with the asset management team and seeks

input from specialist ESG experts where necessary.

In Jun-25, the Company announced its Climate Transition

Plan, setting out our pathway to Net Zero. As part of this plan,

we will monitor and track the energy performance of our

buildings, and implement improvements where identified.

Current MEES guidelines require all commercial properties

to have a minimum EPC rating of C as of 1 April 2027 and a B

by 1 April 2030. As of 30-Jun-25, 84% of the portfolio is has an

EPC rating A-C. We will continue to work with our tenants in

achieving our target of all UK supermarkets being rating EPC

B by 2030.

10. We operate as a

UK REIT and have

a tax-efficient

corporate structure,

with advantageous

consequences for

UK shareholders.

If the Company fails to remain a REIT for

UK tax purposes, our profits and gains will

be subject to UK corporation tax.

The Board takes direct responsibility for ensuring we adhere

to the UK REIT regime by monitoring the REIT compliance.

The Board has also engaged third-party tax advisers to help

monitor REIT compliance requirements and the CFO/Head of

Finance also monitors compliance by the Company with the

REIT regime.

SUPERMARKET INCOME REIT PLC 52

STRATEGIC REPORT | SECTION 172(1) STATEMENT

The Directors consider that in conducting the business of

the Company over the course of the year ended 30 June

2025, they have acted to promote the long-term success of

the Company for the benefit of shareholders, whilst having

regard to the matters set out in section 172(1)(a-f) of the

Companies Act 2006 (the “Act”).

Details of our key stakeholders and how the Board engages

with them can be found on page 53. Further details of the

Board activities and principal decisions are set out on page

65 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 have been noted as follows:

SECTION 172(1) STATEMENT

s.172 Factor Our approach Relevant disclosures

A The likely

consequences of

any decision in

the long-term

The Board has regard to its wider obligations under Section 172 of the Act. As

such strategic discussions involve careful considerations of the longer-term

consequences of any decisions and their implications on shareholders and

other stakeholders and the risk to the longer-term success of the business.

The Board oversees management’s execution of strategy to deliver on the

Company’s purpose and reviews progress against targets at each Board

meeting.

Key decisions of the Board during the

year on page 66.

Our Key Stakeholder Relationships

on pages 53 to 55.

Board Activities during the year

on page 65.

B The interests of

the Company’s

employees

Following the Internalisation of the management function, we gained 14

employees, including the two Executive Directors, who are critical to the

Company’s success. We care about ensuring our employees are motivated,

happy and engaged, and we support their growth through training and career

development opportunities.

A key focus for the year has been embedding our high-performance culture.

The tone is set by the Board and Senior Management Team who encourage

employees to act with integrity, take ownership and collaborate.

During the year we established our LTIP and granted our first awards, designed

to align the employee’s interests with our shareholders.

Our Key Stakeholder Relationships on

pages 53 to 55.

Our Culture on page 64.

C The need to

foster the

Company’s

business

relationships

with suppliers,

customers and

others

Our occupiers are important to our business and, with a small team, we

work closely with our suppliers and advisers to deliver our strategy. We are

committed to building strong relationships with our tenants, suppliers and

advisers, engaging regularly with them.

We treat our suppliers fairly ensuring prompt settlement of their invoices.

Our Key Stakeholder Relationships on

pages 53 to 55.

D The impact of

the Company's

operations on the

community and

the environment

As an owner of assets located in communities across the UK, we aim to ensure

that our buildings and their surroundings provide safe and comfortable

environments for all users.

We are committed to limiting the impact of the business on the environment

where possible and engage with tenants to seek to improve the ESG

credentials of the properties owned by the Company.

The Company donated £180,000 to charity in the year, with a focus on charities

that work in the areas in which the Company owns assets and which align with

priority charitable themes including the alleviation of poverty and hunger,

feeding the nation and the ability to positively impact on nature and biodiversity.

Our Key Stakeholder Relationships on

page 53.

Details of the ESG policy and strategy are

included on pages 82 to 83.

The Board’s approach to sustainability

is also explained in the Company’s first

standalone sustainability report available

on the Company website.

E The desirability

of the Company

maintaining

a reputation for

high standards of

business conduct

We are committed to maintaining the highest standards of good governance

and business conduct.

Our culture and values set the standards of employee behaviour and we lead by

example from the Board.

Chair’s Letter on Corporate Governance

on page 59.

Our Principal Risks and Uncertainties on

pages 49 to 51.

Our Culture on page 64.

F The need to act

fairly as between

members of

the Company

The Board, through the Executives, has consistently engaged with

shareholders to receive open and constructive feedback.

The Chair and SID consulted with major shareholders on the Internalisation.

The Remuneration Committee consulted with major shareholders on the

performance measures for the 2025 LTIP award.

Chair’s Letter on Corporate Governance

on page 59.

Our Key Stakeholder Relationships on

pages 53 to 55.

ANNUAL REPORT 2025 53

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Building strong relationships with our key stakeholders is a critical element to our success. The Board recognises that

the foundation underpinning effective corporate governance is determined on how it aligns the strategic decisions of

the Company with the views of its various stakeholders. We aim to build long lasting relationships with all of our key

stakeholders based on professionalism and integrity.

Stakeholder Shareholders

Why is it important to engage? The Company’s shareholders are an incredibly important stakeholder group and the ultimate owners

of the business. In order to deliver our strategy, it is vital that shareholders continue to understand and

support the Company’s strategy, as well as the wider market in which we operate. The Board aims to be

open with shareholders and available to them.

How did we engage? The way in which the Board engages with the Company’s shareholders is detailed on page 59 of the

Corporate Governance Report.

The Company proactively engages with investors throughout the year with roadshows in the UK and

South Africa following interim and full-year results, attendance at broker conferences, retail shareholder

focused events and non-deal roadshows in the UK and Europe. The Chair and SID also attended a number

of investor meetings as part of the Internalisation process. In addition to attendance at the AGM, Non-

Executive Directors also make themselves available to meet with investors should that be requested.

Our website contains comprehensive information about our business, regulatory news and press releases

alongside information about our approach to ESG issues. Additionally, recordings of our interim and

annual results presentations are available on the website.

What were the key topics

discussed?

Affordable supermarket rental levels, reducing costs, delivering earnings growth and reducing the

discount to NTA were all topics which were discussed with investors during the year.

The Internalisation of the Company’s management function was a key topic of investor meetings in H2

FY25. In addition to the management team, Nick Hewson, Chair, and Sapna Shah, SID attended these

meetings.

The LTIP was established during the year. Cathryn Vanderspar and Jon Austen, representing the

Remuneration Committee consulted with major shareholders to understand their views on the LTIP

targets.

What was the feedback obtained

and/or the outcome of the

engagement?

The feedback from investors on the key topics informed the Company’s strategy. Actions taken this year

to address these points included: executing lease renewals on three supermarkets to provide market

evidence for affordable rents, executing capital recycling activity to release capital and provide proof of

NAV, internalising the management function of the Company to reduce costs and increase alignment with

shareholders. Taken together, these actions have resulted in a positive response in the share price which

has reduced the discount to NAV.

The ultimate structure of the LTIP was informed by Remuneration Committee’s engagement with major

shareholders.

Stakeholder Lenders

Why is it important to engage? We have strong working relationships with our lender group who in turn help provide financing to

facilitate our continued growth.

As part of this, we are in regular dialogue with our lenders to ensure they understand the Company’s

strategy and long-term ambition.

How did we engage? Mike Perkins has primary responsibility for maintaining relationships with existing lenders and holds

regular meetings with them and also prospective lenders to ensure that they are kept up to date with

business strategy, developments and performance.

Debt structure and future debt requirements are considered by the Board at a minimum on a quarterly

basis.

What were the key topics

discussed?

During the course of the year a range of topics were discussed as part of our ongoing communications

with lenders. These discussions centred around refinancing requirements that were executed during the

year and post period end the issuance of the Company’s debut sterling bond.

What was the feedback obtained

and/or the outcome of the

engagement?

Further information as to the outcome of our engagement with our lenders can be found in the Financial

Overview section of this report on pages 33 to 35.

OUR KEY STAKEHOLDER RELATIONSHIPS

STRATEGIC REPORT | OUR KEY STAKEHOLDER RELATIONSHIPS

SUPERMARKET INCOME REIT PLC 54

STRATEGIC REPORT | OUR KEY STAKEHOLDER RELATIONSHIPS CONTINUED

OUR KEY STAKEHOLDER RELATIONSHIPS CONTINUED

Stakeholder Employees

Why is it important to engage? We are reliant on our small, but highly capable team, to execute our strategy. It is essential that we foster

an environment where our employees can thrive, both to support strong performance and to promote

their wellbeing.

How did we engage? In March 2025, 14 employees (including two executive directors) joined the Company under the TUPE

(Transfer of Undertakings Protection of Employment) Regulations 2006.

The Company worked with an external HR consultant to ensure that the TUPE process was followed and

that employees were kept informed of the process and of the practical steps involved in the transfer.

The Executive hold weekly team meetings with all employees which are designed to provide regular

updates on the Company’s activities and to provide a forum for all staff members to discuss important topics.

We also encourage line managers to schedule regular one to one meetings with their direct reports to

maintain a constant dialogue within the business.

Given the size of the business, the Board is highly accessible to employees, engaging through informal

conversations and at Board meetings.

What were the key topics

discussed?

The Internalisation has been an important topic in both Company-wide meetings and one to one meetings.

The LTIP was established in the year and employees received awards. The CEO and CFO provided a

presentation to all employees to explain how the LTIP operated and what it meant for them.

What was the feedback obtained

and/or the outcome of the

engagement?

The Internalisation was an important change for the Company and its employees. The Senior Management

Team and Board maintained close dialogue with employees to ensure they were kept informed of how

the changes would impact the Company and themselves. Through sustained engagement with our

employees, we have deeply embedded our culture across the business.

Following the issuance of the LTIPs all staff were provided with information packs on the awards and were

offered follow up meetings if required.

Stakeholder Tenants

Why is it important to engage? We recognise that the success of the Company relies on the continued success of our operators, who in

turn rely on quality stores in order to help them succeed. This is why we place particular onus on having

strong relationships with the grocery operators to better understand the challenges and opportunities

facing their business.

How did we engage? Regular meetings are held between management and our key occupiers to understand their current

and future needs, including views on market sentiment, performance and sustainability initiatives. Any

potential opportunities or risks facing the Company are fed back to the Board to inform future strategy.

We conduct a review of published operator data, such as annual accounts, trading updates and analysts’

reports to identify mutually beneficial opportunities.

Engagement efforts from an ESG front also focused heavily on improving ESG data sharing.

What were the key topics

discussed?

During the year, key topics included trading performance, site queries and asset performance

enhancement. A number of ESG topics were also the focus of discussion with the tenants, aimed at

improving the Company’s understanding of tenant ESG performance and ways in the which the Company

could further enhance the sustainability of its buildings and communal areas. This included topics such

as improving ESG data sharing, EV charging roll-out and rooftop solar opportunities, energy efficiency

improvement plans, updating EPC assessments, biodiversity and nature-related opportunities and

charitable giving.

What was the feedback obtained

and/or the outcome of the

engagement?

The Company continued to improve the amount of actual data it was able to source from tenants,

including having received refrigerant data for the first time, as a result of engagement efforts on

ESG data sharing.

In addition, The Company continued to roll out its green lease rider in new lease negotiations and agreed

the clauses in as many leases as possible. The riders, among other things, enable us to request that

tenants provide environmental performance data.

ANNUAL REPORT 2025 55

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Stakeholder Communities

Why is it important to engage? As an owner of assets, which provide space and essential services to local communities, we are able to

support initiatives that enhance the lives of the people close to our assets and be a good neighbour to our

communities.

How did we engage? We are able to engage both through our site teams, on our larger assets where they are present, and

through engagement with our key tenants.

Our supermarket anchor tenants are heavily involved in their local communities and many stores have

a community champion with whom to engage to help drive a difference within the community. At The

Willow Brook Centre in Bradley Stoke we co-hosted a ‘Environment Day’ with Tesco in April 2025 which

involved a variety of interactive and educational activities and stalls for children, families and shoppers to

engage with on the theme of nature, biodiversity and the environment.

Other engagement at site level includes community litter picks, provision of EV charging, the installation

of collection and drop off points, support of a weekly Youth Centre and Young Enterprise at Beaumont

Leys in Leicester, employing local apprentices and running placement schemes for different minority

groups in the community, for example care leavers or young people with Autism. The centre team have

also installed a community garden at The Willow Brook Centre, working local tenants and community

groups to help them maintain and develop the site.

We use social media at our sites to engage with our communities – through this medium we are able to

drive engagement and gather feedback, for example around the implementation of the new ANPR parking

system at Chineham Shopping Park. This ensures our communities are informed and empowered.

What were the key topics

discussed?

A huge variety of topics are discussed with our communities as part of our engagement with them.

These vary from what additional services they would like to see on site – a post office, a cash machine,

more delivery lockers, dining provision, more accessible parking, recycling facilities, to engagement

around a specific community event, for example the Environment Day at Bradley Stoke, Bristol.

What was the feedback obtained

and/or the outcome of the

engagement?

Feedback around our engagement with the community has been very positive. The addition of EV

chargers at the Chineham site was well received by the community. A Sceptre Award was presented to

the team at Beaumont Leys in 2024 for the community Youth Centre they launched. The feedback from

the Nature Day event at Willow Brook was overwhelmingly positive. Community members were able to

participate freely, and interact with each other and with the volunteers from the Company and Tesco. The

event created an opportunity to raise awareness and educate the local community about the importance

of biodiversity and protecting nature. These events help to strengthen and reinforce the scheme locations

as important community hubs and places for learning, interaction and building social connections.

SUPERMARKET INCOME REIT PLC 56

STRATEGIC REPORT | GOING CONCERN AND VIABILITY STATEMENT

GOING CONCERN AND VIABILITY STATEMENT

The Directors have considered on the appropriateness of

adopting the going concern basis in preparing the Group’s

and Company’s financial statements for the year ended

30 June 2025. In assessing the going concern basis of

accounting the Directors have had regard to the guidance

issued by the Financial Reporting Council.

Liquidity

At 30 June 2025, the Group had £95.3 million in cash and

undrawn committed facilities totalling £117.0 million with

no capital commitments or contingent liabilities.

After the year end, the Group also increased its direct debt

capacity from £724.0 million to £974.0 million, leaving

undrawn committed facilities of £350.0 million available.

The Directors are of the belief that the Group continues to

be well funded during the going concern period with no

concerns over its liquidity.

Refinancing events

At the date of signing the financial statements, the £104.5

million SMBC facilities fall due for repayment during the

going concern period. The Group has £350.0 million debt

capacity which can be utilised to refinance the SMBC

facility in September 2026, whilst there remains the

option to extend this facility.

Covenants

The Group’s debt facilities include covenants in respect of

LTV, interest cover, unencumbered assets and priority debt.

The Directors have evaluated a number of scenarios as part

of the Group’s going concern assessment and considered

the impact of these scenarios on the Group’s continued

compliance with debt covenants. The key assumptions that

have been sensitised within these scenarios are falls in

rental income and increases in administrative cost inflation.

As at the date of issuance of this Annual Report 100%

of contractual rent for the period has been collected.

The Group benefits from a secure income stream from

its property assets that are let to tenants with excellent

covenant strength under long leases that are subject to

predominantly upward only rent reviews.

The list of scenarios are below and are all on top of the

base case model which includes prudent assumptions on

valuations and cost inflation. The Group is 100% fixed

or hedged (including post period end refinancings). No

sensitivity for movements in interest rates have been

modelled for the hedged debt during the going concern

assessment period.

Scenario Rental Income Costs

Base case scenario

(Scenario )

% contractual

rent received when

due and rent reviews

based on forward

looking inflation

curve, capped at the

contractual rate of the

individual leases.

In line with Company

FY budget and

increased by inflation

thereafter.

Scenario  Rental income to fall

by %

Costs expected to

remain the same as

the base case.

Scenario  Rental Income

expected to remain

the same as the base

case.

% increases on

base case costs to

all administrative

expenses

The Group continues to maintain covenant compliance

throughout the going concern assessment period under

each of the scenarios modelled. The lowest amount of ICR

headroom experienced in the worst-case stress scenarios

was 18.3%. Property values would have to fall by more

than 40.5% before LTV covenants are breached against

30 June 2025 Group valuations.

Having reviewed and considered the scenarios, the

Directors consider that the Group has adequate resources

in place for at least 12 months from the date of these results

and have therefore adopted the going concern basis of

accounting in preparing the Annual Report.

Assessment of viability

The period over which the Directors consider it feasible and

appropriate to report on the Group’s viability is the five-year

period to 30 June 2030. This period has been selected

because it is the period that is used for the Group’s medium-

term business plans and individual asset performance

forecasts. The assumptions underpinning these forecast

cash flows and covenant compliance forecasts were

sensitised to explore the resilience of the Group to the

potential impact of the Group’s significant risks, or a

combination of those risks. The principal risks on

pages 49 to 51 summarise those matters that could

prevent the Group from delivering on its strategy.

A number of these principal risks, because of their nature

or potential impact, could also threaten the Group’s ability

to continue in business in its current form if they were to

occur. The Directors paid particular attention to the risk

of a deterioration in economic outlook which could impact

property fundamentals, including investor and occupier

demand which would have a negative impact on valuations,

and give rise to a reduction in the availability of finance.

ANNUAL REPORT 2025 57

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The sensitivities performed were designed to be severe

but plausible; and to take full account of the availability of

mitigating actions that could be taken to avoid or reduce the

impact or occurrence of the underlying risks.

Viability Statement

The Board has assessed the prospects of the Group over

the five years from the balance sheet date to 30 June 2030,

which is the period covered by the Group’s medium-term

financial projections.

The Board considers the resilience of projected liquidity,

as well as compliance with debt covenants and UK REIT

rules, under a range of inflation and property valuation

assumptions.

The principal risks and the key assumptions that were

relevant to this assessment are as follows:

Risk Assumption

Borrowing risk The Group continues to comply with all

relevant loan covenants. The Group is able to

refinance all debt falling due within the viability

assessment period on acceptable terms.

Interest Rate Risk The increase in variable interest rates are

managed by reduction of variable debt

from cash inflows and utilising interest

rate derivatives to limit the exposure to

variable debt.

Liquidity risk The Group continues to generate sufficient

cash to cover its costs while retaining the

ability to make distributions.

Tenant risk Tenants (or guarantors where relevant)

comply with their rental obligations over

the term of their leases and no key tenant

suffers an insolvency event over the term of

the review.

Based on the work performed, the Board has a reasonable

expectation that the Group will be able to continue in

business over the five-year period of its assessment.

Other disclosures

Disclosures in relation to the Company’s business model

and strategy have been included within the Strategic

Report on pages 1 to 56. Disclosures in relation to the main

industry trends and factors that are likely to affect the

future performance and position of the business have been

included within The Grocery Market on pages 27 to 30.

Disclosures in relation to environmental and social issues

have been included within the TCFD Report on pages 36

to 48. Employee diversity disclosures have not been

included as the Directors do not consider these to be

relevant to the Company.

Key Performance Indicators (KPIs)

The KPIs and EPRA performance measures used by the

Group in assessing its strategic progress have been included

on pages 31 to 32.

SUPERMARKET INCOME REIT PLC 58 SUPERMARKET INCOME REIT PLC

CONTENTS

CORPORATE GOVERNANCE

59 Chair’s Letter on Corporate Governance

60 The Board of Directors

63 Senior Management Team

64 Leadership and Purpose

68 Division of responsibilities

71 Composition, succession and evaluation

72 Audit, risk management and

internal control

72 Remuneration

73 Audit and Risk Committee Report

78 Nomination Committee Report

82 ESG Committee Report

84 Management Engagement

Committee Report

85 Directors’ Remuneration Report

88 Directors’ Remuneration Policy

94 Annual Report on Remuneration

98 Directors’ Report

101 Directors’ Responsibilities

Statement

CORPORATE GOVERNANCE

CORPORATE

GOVERNANCE

REPORT

“ This year marks a pivotal chapter in our governance journey.

The Internalisation has brought new talent and capabilities

into the business, strengthening our operational

resilience and deepening our alignment with shareholder

interests. With this transition, our commitment to strong

governance has only grown ensuring that as we welcome

new colleagues, we uphold the highest standards of

accountability, transparency, and ethical leadership.”

Nick Hewson, Chair

ANNUAL REPORT 2025 59ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

CORPORATE GOVERNANCE

Dear Shareholder,

I am pleased to introduce this year’s Corporate Governance

report for the financial year ended 30 June 2025. The Board

recognises that the way in which we conduct our business is

just as important as what we do. This governance report

provides more detail on how our governance structures have

evolved during the year and how the Board and its Committees

worked on behalf of shareholders and stakeholders for SUPR

to achieve its strategic goals.

Board priorities

As Directors we are collectively responsible to our stakeholders

for delivering long-term success. Much of our time in the latter

part of the year was spent evaluating the implications of

internalising the Company’s management function, which

completed in March 2025. The Internalisation had compelling

financial and strategic benefits designed to reduce cost, deliver

sustainable and growing earnings, increase alignment between

management and shareholders and ultimately reduce the

current share price discount to net tangible assets (“NTA”).

In addition to the Internalisation, we have completed on a

number of activities all of which aim to deliver on our

strategic initiatives. The most notable amongst those activities

are the joint venture with Blue Owl, the Company’s

secondary listing on the JSE, accretive acquisitions and

renewals of the three shortest leases in the portfolio at an

average 4% rent to turnover.

Board changes and succession planning

In January 2025 we welcomed Roger Blundell to the Board as

a Non-Executive Director. Roger was appointed to succeed

Jon Austen as Audit and Risk Committee Chair, who will

stand down from the Board at the Company’s upcoming

Annual General Meeting.

In March 2025, following the Internalisation, Robert Abraham

and Mike Perkins joined the Board as Chief Executive Officer

and Chief Financial Officer respectively. Welcoming executive

directors to the Board has resulted in changes to our

governance structures, which are discussed in more detail

on pages 68 to 69.

The Board currently consists of nine directors following the

three new directors that joined during the year, and as a result

the Board does not meet the UK Listing Rule requirement for

gender diversity. We are committed to rectifying as soon as

practicable and returning to full compliance with the UK

Listing Rule diversity targets. For further information please

refer to the Nomination Committee report on pages 78 to 81.

Remuneration Policy

As a result of the Internalisation, a new Remuneration Policy

was approved by shareholders on 20 March 2025, with 91.08%

of votes cast in favour. The changes were necessary to

implement the remuneration structure for our new

executive directors.

For further information please refer to the Directors’

Remuneration Report on pages 85 to 97.

UK Code of Corporate Governance

This report demonstrates how we have applied the principles

and complied with the Provisions of the UK Corporate

Governance Code (2024) (“UK Code”), issued by the Financial

Reporting Council (“FRC”) and available at www.frc.org.uk.

The Board considers that the Company has complied with the

Provisions set out in the Code throughout the year under

review and to the date of this report, or otherwise explained

why it has not complied.

We have historically reported against the AIC Code of

Corporate Governance, however following the Listing

Transfer in July 2025, the Board agreed that it was most

appropriate to report against the UK Code going forward.

Details of how the Board has discharged its duty under the

UK Code can be found on pages 64 to 97.

Shareholder engagement

Shareholder engagement is led by the Executive Directors and

we are proud of the comprehensive programme they maintain.

During the year we have welcomed new shareholders through

our secondary listing on the JSE and are excited to see the

volume of shares held in South Africa steadily increasing.

Throughout the year, particularly in relation to the

Internalisation and establishment of the LTIP, myself, Sapna

Shah (as SID) and members of the Remuneration Committee

have engaged with major shareholders to understand their

views. The feedback we received was invaluable and we intend

to continue to actively engage with shareholders, in addition to

the engagement conducted by the Executive Directors.

We very much look forward to welcoming shareholders to our

2025 AGM due to be held on 24 November 2025. The Board

attend the Company’s AGM to answer any shareholder

questions and I make myself available as necessary outside

those meetings to speak with shareholders.

Priorities for 

Looking ahead to 2026, the Board is focused on continuing to

maintain the highest standards of corporate governance with

a focus on delivering on our strategy. We will also continue

progressing with our succession plan to ensure that the

Board has the appropriate balance of skills, knowledge and

experience to operate effectively during, and following the

completion of the succession process.

Nick Hewson

Chair

 September 

Nick Hewson

Chair

CHAIR’S LETTER ON

CORPORATE GOVERNANCE

SUPERMARKET INCOME REIT PLC 60 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE

NICK HEWSON

ESG

Independent Non-Executive Chair

Date of appointment: 5 June 2017

Nick has over 40 years’ experience in

property development, investment, and

fund management. He co-founded

Grantchester Holdings plc in 1990, leading it

as CFO, CEO and eventually Chair to become

a leading LSE-listed developer and investor

in UK retail warehouse assets. He has

served as Senior Independent Director at

Redrow plc, one of the UK’s largest

housebuilders, and as Chair of the Executive

Committee at Pradera AM plc, managing

significant retail property portfolios across

Europe and the Near East. He is also a

founding partner of City Centre Partners LP,

specialising in office-to-residential

conversions in central London. Nick is

also a Fellow of the Institute of Chartered

Accountants of England and Wales.

Other appointments:

Director of various private companies

including Minstrel Ventures Limited,

Westminster Gardens Holdings Limited,

Dirac Drives Limited and Malaria Genetic

Biocontrol Trust

SAPNA SHAH

Senior Independent Non-Executive

Director

Date of appointment: 1 March 2023,

SID from 21 May 2024

Sapna brings over 20 years of investment

banking experience advising global

companies, with a strong focus on REITs and

investment companies. She has extensive

expertise in guiding clients through UK

and European IPOs, equity capital market

transactions, mergers and acquisitions and

corporate strategy. Throughout her career,

she has held senior investment banking

roles at UBS AG, Oriel Securities (now Stifel

Nicolaus Europe), and Cenkos Securities,

where she developed deep knowledge of

capital markets and corporate finance.

Other appointments:

Non-executive Director of BioPharma Credit

plc, BlackRock Greater Europe Investment

Trust plc, Pantheon Infrastructure plc and

The Association of Investment Companies.

A senior adviser to Panmure Liberum

ROBERT ABRAHAM

Chief Executive Officer

Date of appointment: 25 March 2025

Robert has fourteen years of experience

across real estate, finance, capital markets

and investment, and has been integral

to the growth of the Company from seven

supermarkets in 2019 to 82 today. Robert

has transacted over £2 billion of

supermarket property including sale &

leasebacks, joint ventures and corporate

acquisitions. He has also played a key role

in the raising of over £1 billion of equity and

over £1.5 billion of debt financing for the

Company. His prior experience was with

Lloyds Bank, most recently working in the

Loan Markets business originating,

structuring and syndicating debt facilities

across corporate, funds and real estate

sectors. Robert holds the Chartered

Financial Analyst designation.

Other appointments:

Trustee of The Atrato Foundation,

Associate Board Member of Thrive Homes

BOARD OF DIRECTORS

KEY TO COMMITTEES

Audit and Risk Committee

ESG

Environmental, Social and

Governance Committee

Management Engagement

Nomination Committee

Remuneration Committee

Chair of Committee

ANNUAL REPORT 2025 61

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

MIKE PERKINS

Chief Financial Officer

Date of appointment: 25 March 2025

Mike has fifteen years’ experience within the

real estate and financial services sector and

has worked in listed real estate for over

eight years. Mike was previously at Atrato

Group where as Finance Director of

Supermarkets, he provided financial,

strategic, treasury and tax support to the

Company. Mike joined from Logistics Asset

Management LLP, the investment advisor

to Urban Logistics REIT plc, where he was

Chief Financial Officer. During his career

he has played a key role in raising over £500

million of equity capital and has originated

over £800 million of debt financings. He is

a Fellow of the Association of Chartered

Certified Accountants.

Other appointments:

None

JON AUSTEN

Independent Non-Executive Director

Date of appointment: 5 June 2017

Jon has over 35 years’ experience in the UK

property sector and is a Fellow of the

Institute of Chartered Accountants of

England and Wales. His career highlights

include roles as Chief Financial Officer at

Audley Group Limited, developing

retirement villages; Senior Independent

Director and Chair of the Audit Committee at

McKay Securities plc, a listed REIT focused

on office and industrial property until its

2022 takeover; and Group Finance Director

at Urban&Civic plc, a leading UK Master

Developer. He has also held senior finance

positions at London and Edinburgh Trust plc,

Pricoa Property plc, and Goodman Limited.

Other appointments:

Director of various private companies

including entities within the Arnold White

Group Limited and entities within the

Company’s JV with Blue Owl

ROGER BLUNDELL

Independent Non-Executive Director

Date of appointment: 15 January 2025

Roger is a Fellow of the Institute of

Chartered Accountants of England and

Wales with over 30 years of diverse

experience spanning the real estate and

retail sectors. Throughout his career,

he has demonstrated expertise in financial

leadership, strategic planning, and

corporate governance. He served as Chief

Financial Officer at both Grosvenor Property

UK and Kensington Group plc, where he was

responsible for developing and executing

financing strategies, managing complex

corporate and investment transactions, and

leading mergers and acquisitions initiatives.

Roger has a strong track record in capital

raising, successfully securing funding to

support business growth and development.

His extensive experience equips him with

deep insight into the financial and

operational challenges faced by property

and retail businesses.

Other appointments:

Non-executive Director of Jersey Electricity

plc and the Government Property Agency.

Council member of the University College

London and Trustee of the National

Portrait Gallery

BOARD GENDER

Male

Female

Robert Abraham

Mike Perkins

Roger Bundell

Sapna Shah

Frances Davies

Cathryn Vanderspar

Jon Austen

Nick Hewson

Vince Prior

BOARD TENURE – YEARS

         

SUPERMARKET INCOME REIT PLC 62 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE

BOARD OF DIRECTORS CONTINUED

FRANCES DAVIES

ESG

Independent Non-Executive Director

Date of appointment: 1 June 2022

Frances has over 30 years’ experience in

corporate finance and asset management.

Since 2007, she has been a partner at Opus

Corporate Finance, advising clients on

complex financial transactions and strategic

growth. She has held senior roles including

Head of Global Institutional Business at

Gartmore Investment Management, and

directorships at SG Warburg, Morgan

Grenfell Asset Management, Dalton

Strategic Partnership, and J.P. Morgan UK

Small Cap Growth & Income plc.

Other appointments:

Non-executive Director of HICL

Infrastructure plc and Aegon UK plc and a

Partner of Opus Corporate Finance LLP.

VINCE PRIOR

Independent Non-Executive Director

Date of appointment: 5 June 2017

Vince has over 35 years of experience in the

retail property sector, including more than

20 years as a senior adviser and consultant.

He specialises in supermarket real estate,

business strategy, investment property

financing, and real estate development. His

career highlights include serving as Head of

Property Investment at Sainsbury’s, where

he oversaw the growth of the property

portfolio from £7.5 billion to £12 billion over

five years. He also held senior roles at Jones

Lang LaSalle (JLL), including Head of Retail

Advisory Services and COO of the European

Retail Group, driving strategic advice and

business growth across Europe. Early in his

career, he contributed to Tesco Stores’

corporate planning and site research,

helping establish their location planning

team and develop the group’s first five-year

strategic plan.

Other appointments:

Trustee of The Tantum Trust

CATHRYN VANDERSPAR

ESG

Independent Non-Executive Director

Date of appointment: 5 February 2020

Cathryn is a lawyer with over 30 years of

experience, including more than 20 years as

a tax partner specialising in direct and

indirect real estate structuring, notably

REITs. She has actively contributed to HMRC

and HMT working groups, shaping tax policy

in the sector. She authored the tax chapter

on REITs in Tolley’s Taxation of Collective

Investment. Her career highlights include

serving as Head of Real Estate Tax at Travers

Smith LLP, Head of London Tax at Eversheds

Sutherland, and Tax Partner at Berwin

Leighton Paisner (now BCLP).

Other appointments:

Non-Executive Director of CBRE Investment

Management (UK Funds) Limited and

Director of Montpelier Place Consultancy

Limited

KEY TO COMMITTEES

Audit and Risk Committee

ESG

Environmental, Social and

Governance Committee

Management Engagement

Nomination Committee

Remuneration Committee

Chair of Committee

ANNUAL REPORT 2025 63ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

SENIOR MANAGEMENT TEAM

ROBERT ABRAHAM

Chief Executive Officer

Robert’s biography can be read on page 60

MIKE PERKINS

Chief Financial Officer

Mike’s biography can be read on page 61

CHRIS MCMAHON

Head of Operations & IR

Chris is responsible for the Company’s

operations. He also leads its investor

relations activity and has over 15 years’

experience advising listed companies on

their investor engagement. Chris was a

Managing Director at Atrato, the former

Investment Adviser to Supermarket Income

REIT, where he led the IR team. Prior to that

Chris was a co-founder and ran the

operations of Vigo Consulting, a multi-

sector independent communications and

investor relations agency.

HYDER SALEH

Investment Director

Hyder has over 10 years of experience in real

estate and infrastructure investment. He

manages SUPR’s investment activities, with

overall responsibility for management of the

investment portfolio and the JV. During his

tenure with SUPR, he has successfully

managed over £1 billion in supermarket

transactions. Hyder has previously held

investment roles with the University

Superannuation Scheme and the Canary

Wharf Group; he also has experience in

infrastructure and real asset lending. Hyder

has passed the Chartered Financial Analyst

(CFA) programme.

SARAH STARKEY

Asset Management Director

Sarah is responsible for the asset

management function for the Company’s

portfolio. Her role involves the proactive

implementation of the asset strategy to

facilitate the improvement of income

streams; from negotiation of new leases and

rent reviews to asset management

initiatives. Sarah has previously held roles at

Landsec and Tesco, with experience in the

asset management of several prime regional

UK shopping centres, retail and leisure

parks and outlets. Sarah is RICS qualified

and completed her postgraduate studies in

real estate.

GARY CHESTERTON

Head of Finance

Gary is responsible for the management of

the finance function and has worked with

SUPR for over four years. Gary has over 12

years’ experience working in the financial

services and accounting industry, previously

working for a top 20 UK audit firm covering

a variety of industry sectors. Gary is a

Chartered Accountant and a member of the

Institute of Chartered Accountants in

England and Wales.

SUPERMARKET INCOME REIT PLC 64 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE

How we monitor culture

The Board and Senior Management Team recognise the

importance of culture and ensuring its alignment with the

Company’s purpose, strategy and values.

The Chair promotes open dialogue and frequent, honest

communication between Directors, management and the

wider organisation. It is the Chair’s responsibility to

facilitate a collaborative atmosphere during meetings in

which all Directors contribute and no one individual

dominates discussions.

As a small business, the Board is able to regularly

interact with employees and monitor the culture and

implementation of our values. In the event that there were

concerns from the Board that policies, practices or

behaviours were not in line with the Company’s purpose,

values or strategy, assurance would be sought from the

management team that it had taken corrective action.

Through the meeting papers, the Board monitor matters

such as staff turnover and whistleblowing, which may alert

them to an issue. There were no concerns raised in this

regard during the year.

The Board and Senior Management Team will continue to

seek ways to strengthen the Company’s culture and embed

our values into everything we do. During FY26 we will

conduct, for the first time following the Internalisation,

one-to-one employee appraisals and an engagement survey.

We encourage a culture of transparency and for employees

to share their views or concerns. Employees are also able to

raise their concerns in confidence, following our

whistleblowing policy. As a Board we review this policy at

least annually and ensure that the appropriate arrangements

are in place for proportionate and independent

investigation, should a report be made.

Given the size of the Company, we have not appointed: a

director from the workforce; a formal workforce advisory

panel; or a designated non-executive director to engage with

the workforce in accordance with Provision 5 of the UK

Code. We believe that, currently, the Board is sufficiently

engaged with employees. In the last 12 months, all

employees have had the opportunity to meet with the

Directors in an informal setting and employees are

encouraged to attend Board meetings where relevant.

The Board will keep this under regular review.

How we operate

The Company’s business model and strategy were

established at the time of the IPO in July 2017. The

Internalisation represented a key milestone for the business

and a change in how the Company operates. It has provided

the opportunity to reduce costs and better align the interests

of management and employees with our shareholders.

The business continues to generate long-term income with

inflation protection from key operating real estate assets,

with additional potential for capital growth over the

medium to long-term. Acquisition opportunities and any

related debt finance are examined by the Board with a view

to ensuring the long-term sustainability of the business.

The security and longevity of returns is fundamental to the

Company’s business model on page 6 and on the Company’s

website: www.supermarketincomereit.com

For the majority of the year, the Company had an

outsourced operating model. Atrato Capital Limited, was

engaged as the Company’s Investment Adviser until March

Our purpose Our purpose is to create sustainable long-term value through owning high quality grocery-anchored real estate that is critical

to national food infrastructure and serves local communities as essential retail. This drives our approach and influences the

long-term direction set by the Board.

Our strategy We create sustainable long-term value through owning high-quality grocery-anchored real estate that is critical to national

food infrastructure and serves local communities as essential retail.

Our values

These are embedded into our everyday practices and

are demonstrated by the Board and Senior

Management Team, who are leading by example.

High Performance and Standards

We strive for excellence, efficiency, and continuous improvement in

everything we do.

Value Creation

We are committed to delivering value to our shareholders and

stakeholders through responsible and sustainable

business practices.

Integrity

We act ethically, with honesty and transparency.

Ownership and Accountability

We are proactive in seeking out responsibility. We take ownership of

our actions and hold ourselves accountable to ensure high-quality

delivery and continuous personal development.

Collaboration

We work as one team—open, respectful, and supportive of each

other. We pull in the same direction, evidencing the above

behaviours to achieve the strategy set by the Board.

Our culture Following the Internalisation we gained  employees, which has enhanced the importance of our culture. Our employees are

critical to the Company’s long-term success and we encourage a high-performance culture, in which employees act with

integrity, take ownership and collaborate.

LEADERSHIP AND PURPOSE

ANNUAL REPORT 2025 65

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STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

2025 and JTC Global AIFM Solutions Limited was

appointed as the Group’s Alternative Investment Fund

Manager (“AIFM”). The AIFM was responsible for overall

portfolio management and compliance with the Group’s

investment policy, risk management and ensuring

compliance with the Alternative Investment Fund Managers

Directive (“AIFMD”). On 16 July 2025, following the Listing

Transfer, the AIFM ceased in its role.

JULY

2024

AUG

2024

SEP

2024

NOV

2024

• Completion of  million

million debt refinancing

exercise including

an  million

private placement

• Q  dividend

of . pence

per share paid

• Investor roadshow

following release

of FY results

• Q  dividend of .

pence per share paid

• Acquired Sainsbury’s,

Huddersfield at a .%

Net Initial Yield

DEC

2024

JAN

2025

FEB

2025

MAR

2025

• Obtained secondary

listing on the JSE

• Following a recruitment

exercise, facilitated by

Sapphire Partners,

we welcomed Roger

Blundell to the Board,

in line with our

succession plan

• Q  dividend of .

pence per share paid

• Completed on sale of

Tesco, Newmarket at

a .% premium to book

value, three lease renewals

at an average % rent to

turnover and acquired

a further nine Carrefour

supermarkets in France

•  million

private placement

• Overwhelming

shareholder support

for the Internalisation

received

• Robert and Mike joined

the Board as CEO and

CFO respectively

• Investor roadshow

following release of H

Interim Results

APR

2025

MAY

2025

JUNE

2025

• Entered into a strategic

/ joint venture

with Blue Owl, seeded

with eight high

yielding omnichannel

supermarkets from

SUPR’s existing

portfolio

• Volunteering day at Willow

Brook, Bradley Stoke

Shopping Centre

• Completion of  million

debt refinancing exercise

• Q  dividend of .

pence per share paid

• Remuneration Committee

engaged with the largest

active shareholders

representing % of the

• Grant of LTIP awards

to Executive Directors

• Published our climate

transition plan

• Over % approval

received from

shareholders to transfer

the Company’s listing from

the closed-ended

investment funds category

to the equity shares

(commercial

companies) category

of the Official List.

BOARD ACTIVITIES IN THE YEAR

SUPERMARKET INCOME REIT PLC 66 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE

Key decisions taken in the year

Some examples of how the Board has considered stakeholder interests and s.172(1) matters in its decision making in

2024/25 are set out below and in “Board Activities during the year” on page 65. Further details on our stakeholder

engagement, and our response, can also be found on pages 53 to 55.

Decision Stakeholders

Board rationale and

considerations Impact Long-term effects of decision

Internalisation Shareholders

Employees

The Company had reached

such a scale and maturity that

an internalised management

structure was considered

appropriate.

A simplified management

structure, securing key

individuals from Atrato.

Significant cost savings of at

least  million per annum.

Provides improved access to

capital and balance sheet

flexibility, as well as better

dividend cover and

dividend growth.

LTIP Employees

Shareholders

Sought to implement an LTIP

that was in line with market

and engaged a remuneration

consultant to provide

expert advice.

Engaged with shareholders

throughout the process to

understand their views.

 LTIP awards granted on

 June .

Better alignment between

the shareholders

and employees.

Executive Directors are

appropriately incentivised.

Debt refinancing Lenders

Shareholders

Ensuring the Company has

sufficient liquidity and

undrawn balances to meet

going concern requirements.

Maintaining a weighted

average cost of debt that is

sustainable for the Company.

Completed an  million

private placement at a fixed

rate of .% and other

refinancing activity resulting

in a weight average cost of

debt of .% at  June .

Building strong relationships

with lenders allowing

the Company to access

debt financing at

attractive margins.

Re-gears Tenants Maintaining strong

relationships with tenants,

improving the Company’s

WAULT and demonstrating

the Company’s strategy.

Capital growth,

demonstrated in an increase

of .% in the  June 

valuation when compared

with  December  for

those three stores.

Provided clear evidence of

the above-average

affordable rental levels for

high-quality stores.

Tenants have longer leases,

at affordable rents, for their

strong trading

omnichannel stores.

Demonstrates the Company’s

strategy to the market and

over time will help to correct

market perceptions of

rental values.

Joint Venture

with Blue Owl

Shareholders An opportunity to enter into

a strategic partnership with

a leading US alternative

asset manager.

Support the Company’s

strategy to recycle capital

at attractive valuations and

grow earnings.

The JV provided a strong

endorsement of the

Company’s investment

thesis for mission critical

grocery real estate.

The Company retains a %

stake in the JV and received

a net cash consideration of

c. million in respect

of the sale of the assets.

SUPR will benefit from

a management fee of .%

per annum of the gross asset

value on Blue Owl’s stake in

the vehicle, equating to

c.. million, and proceeds

from the JV have already

begun to be deployed into

earnings enhancing

acquisitions.

LEADERSHIP AND PURPOSE CONTINUED

ANNUAL REPORT 2025 67

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Board attendance in /

The Board holds regular meetings based on the financial

calendar with additional ad-hoc meetings as required. The

Company Secretary, alongside the Chair, is responsible for

ensuring that agenda items address the schedule of matters

reserved for the Board, compliance with the UK Code and

other regulatory requirements.

All Directors are expected to devote sufficient time to the

Company’s affairs to fulfil their duties as Directors and to

attend all scheduled meetings of the Board and of the

Committees on which they serve. Where Directors are

unable to attend a meeting, they will provide comments on

the papers received in advance of the meeting to the Chair,

who will share such input with the rest of the Board.

The Nomination Committee is satisfied that all the

Directors, including the Chair, have sufficient time to meet

their commitments.

The Senior Management Team and employees participate

in Board and Committee meetings as required. During

the year they provided updates on matters including

transactions, pipeline, market intelligence, financial

results and cyber security.

Attendance at scheduled Board and Committee meetings

during the year was as follows:

Quarterly

Board meetings*

Audit and

Risk Committee*

Nominations

Committee*

Remuneration

Committee*

Management

Engagement

Committee* ESG Committee*

 Scheduled

meetings

 Scheduled

meetings

 Scheduled

meeting

 Scheduled

meetings

 Scheduled

meeting

 Scheduled

meetings

Nick Hewson  ()  ()  ()  ()

Sapna Shah  ()  ()  ()  ()

Robert Abraham  ()

Jon Austen  ()  ()  ()  ()

Roger Blundell  ()  ()  ()  ()  ()

Frances Davies  ()  ()  ()  ()  ()

Mike Perkins  ()

Vince Prior  ()  ()  ()  ()

Cathryn

Vanderspar

 ()  ()  ()  ()

*Bracketed numbers indicate the number of meetings the Director was eligible to attend

SUPERMARKET INCOME REIT PLC 68 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE

The Board has developed a clear written division of responsibilities between the Chair, CEO, CFO, Senior Independent

Director and Non-Executive Directors.

Role Responsibilities

Chair • Leads the Board and ensures it operates effectively

• Sets Board culture and encourages Directors to have open discussions and

constructive debates

• Monitors progress against strategy and performance of Executive Directors

• Builds relationships between the Executive and Non-Executive Directors

• Ensure shareholder interests are fairly represented by the Board

• Promotes the Company’s purpose and values

Senior Independent Director

• Acts as a sounding board for the Chair and an intermediary for other Directors

• Leads the performance evaluation of the Chair

• Is available to engage with shareholders where contact through normal channels is

not appropriate

NEDs

• Contributing to strategy development and providing challenge over Executive Directors’

implementation of the strategy

• Acting as Chair/members of the Board Committees

• Bringing external perspective and diverse experience to the Board

• Monitoring Company performance and risk management

CEO

• Day to day management of the business operations

• Develops and recommends the strategy to the Board then has responsibility for

implementation of the strategy

• Manages communication with shareholders and other key stakeholders

CFO

• Responsible for the preparation of accounts and ensuring the integrity of financial reporting

• Implements decisions on financing and capital structure, determined by the Board

• Ensuring robust internal controls and risk frameworks are maintained

• Developing and implementing financial strategies and policies

The Chair is responsible for running Board meetings and ensuring an open and collaborative atmosphere is maintained, such

that all Directors have the opportunity to contribute to the debate. The Chair meets with individual Directors outside formal

Board meetings to allow for open, two-way discussion about the effectiveness of the Board, its Committees and its members.

The CEO leads the Senior Management Team and has responsibility for overseeing daily operations to achieve strategic

objectives. He represents the Company to stakeholders and reports to the Board.

Five Committees of the Board operated throughout the year, the Audit and Risk, Remuneration, Nomination, ESG and

Management Engagement Committees, to which certain powers have been delegated as set out in their terms of reference

which can be viewed on our website. The reports of each Committee are set out in the following pages. The Management

Engagement Committee was disbanded on 16 July 2025, following the Company’s Internalisation and Listing Transfer.

The Non-Executive Directors provide independent perspectives, leveraging their skills and experience from varied

backgrounds. As they are not involved in the day-to-day operations of the business they can offer impartial oversight and

evaluation of the Executive Directors’ decisions.

DIVISION OF RESPONSIBILITIES

ANNUAL REPORT 2025 69

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Monitors the

effectiveness of the audit

process

Monitors the Group’s risk

management processes

and internal controls

Reviews integrity of

the Group’s financial

statements.

Audit and Risk

Committee

Remuneration

Committee

Nomination

Committee

ESG

Committee

Management

Engagement Committee

Implements

remuneration policy of

the Group

Setting remuneration

for the Chair, Executive

Directors and senior

management.

Reviews Board

composition

Succession planning

requirements of the

Group

Board and

Committee performance

evaluations.

Oversee the

development of the

Company’s ESG strategy

Monitor impact of

current and emerging

ESG trends on the

Company

Oversee engagement

with the broader

stakeholder community

on ESG matters.

Overseeing new tenders

and appointments of

advisors

Reviewing performance

of key suppliers

including the AIFM.

Senior Management Team

The Board delegates the execution of the Company’s strategy and day-to-day running of the business to the

Senior Management Team, which operates under the direction and leadership of the Chief Executive.

The Board

The Board is responsible for promoting the long-term sustainable success of the Company, working towards

strategic objectives and generating value for Shareholders and other stakeholders. The Board delegates a number

of its responsibilities to its Committees. The Committee Chairs provide regular updates on the activities of each

Committee at Board meetings.

SUPR Governance Framework

– Implementation of strategy

– Sets budgets and monitors operational

and financial performance

– Day-to-day management of the business

– Manage, appraise and develop staff

– Review investment and divestment

opportunities and allocation of capital

– Employee remuneration and wellbeing

– Review operational activities and

development opportunities

– Reviews and monitors key risks and

effectiveness of risk management

systems

SUPR Governance Framework

Our governance structure ensures that the Board is able to focus on matters which affect the long-term success of the

business such as strategy, acquisitions, major transactions and governance. To maintain control over key decisions and

ensure the appropriate division of responsibilities, a list of matters reserved for the Board is maintained.

The Board has also developed a statement of delegated authorities setting out the financial parameters within which the

Executive Directors and Senior Management Team may act without reference to the Board.

SUPERMARKET INCOME REIT PLC 70 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE

Flow of information

The Company Secretary is responsible for ensuring that the Directors receive information in a clear and timely fashion, to

enable them to fulfil their responsibilities. The Chair agrees the agenda for Board meetings with the Company Secretary

in advance of meeting. A comprehensive set of Board papers is then provided to Directors in advance of all meetings.

A summary of typical matters discussed by the Board at each quarterly meeting are noted below:

Strategy and operational • Business updates

• Grocery sector updates

• Asset management initiatives

• Pipeline activity

• Portfolio overview

• Updates from the Company’s joint brokers on public markets and capital market activity

• Updates from the Company’s property agent on the property sector

Finance and financing

• Quarterly financial statements

• Actuals vs budget analysis

• Key performance indicators

• Analysis of current debt facilities

• Annual approval of the financial budget

Governance

• Committee Chairs will report on items discussed at the Board Committees

• The Company Secretary will report on corporate governance developments

• Annual review of Company policies

• Stakeholder feedback from shareholders and research analysts

The Chair and CEO are in regular contact to keep abreast of matters and ensure that the Non-Executive Directors remain

appropriately informed.

Board site visit to Sainsbury’s, Hook

DIVISION OF RESPONSIBILITIES CONTINUED

ANNUAL REPORT 2025 71ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

CORPORATE GOVERNANCE

Board composition

The current Board consists of the Non-Executive Chair, six

independent Non-Executive Directors and two Executive

Directors and complies with the UK Code that at least half

of the Board is comprised of independent Non-Executive

Directors.

Biographical information for each of our Directors can be

found on pages 60 to 62. We believe that the Board has a

broad range of skills, knowledge and experience that allows

it to operate effectively. The Non-Executive Directors

provide an independent perspective and are also able to

constructively challenge the Executive Directors.

Following the Internalisation, we welcomed the CEO and

CFO to join the Board which increased the Board to nine

Directors. Given the size and nature of the Company, we do

not believe that a Board of this size is necessary over the

long term, though we acknowledge the stability the Board

has provided through this transitionary period and the

value added by each individual Director. The Nomination

Committee will consider the size and composition of the

Board as part of orderly succession planning.

Further detail on succession planning can be found in the

Nomination Committee Report on pages 78 to 81.

Board induction and training

The UK Code provides that all Directors should receive a

full, formal and tailored induction on joining the Board.

The Company Secretary is responsible for organising an

induction programme to enable new Directors to integrate

into the Board efficiently and feel able to contribute to

discussions.

Roger Blundell, who joined the Board on 15 January 2025,

received a comprehensive induction programme which

included the following elements:

• Meetings with other Board members;

• Meetings with key advisers including Atrato, Stifel,

Goldman Sachs, BDO and Cushman & Wakefield;

• A briefing by Macfarlanes on Director duties and UK

Listing Rule requirements; and

• A full pack of relevant materials to provide insight into

the Company’s strategy, portfolio and governance

framework.

As Robert Abraham and Mike Perkins had responsibility

for providing investment advisory services to the Company

whilst employed at Atrato, prior to their appointment to the

Board, their induction programme was focused on Director

duties and UK Listing Rule requirements which was

facilitated by Macfarlanes.

The Chair is responsible for ensuring that any ongoing

training and developments needs of the Directors that are

relevant for their role in the Company are met.

In October 2024, the Board attended a site visit at

Sainsbury’s, Hook, which is Sainsbury’s most energy

efficient store. The Board has found site visits to be a very

useful exercise, providing a deeper knowledge and

understanding of our tenants’ operations.

A few training sessions were held during the year with some

of the Company’s service providers including one on EPC

ratings and another on the Company’s UK Listing Rules

obligations following the transfer of the Company’s listing

category to the equity shares (commercial companies)

category of the Official List.

Each Director is expected to maintain their individual

professional skills and is responsible for identifying any

training needs to help them maintain the requisite

knowledge to be able to consider and understand the

Company’s responsibilities, business and strategy. All

Directors have access to the advice of the Company

Secretary and other service providers. The Directors are

also entitled to take independent advice at the Company’s

reasonable expense at any time.

Conflicts

Each Director has a duty to avoid a situation in which they

have a direct or indirect interest that may conflict with the

interests of the Company. In the event an actual or potential

conflict arises, Directors are expected to declare this to the

Board for their approval. Any conflicts of interest are

recorded and reviewed by the Board at each meeting.

The Board remains conscious of the influence third parties

can have and work to ensure that they do not compromise

or override independent judgement. Following the

Internalisation, our reliance on third parties has reduced.

Board evaluation

As a FTSE350 company, in accordance with the UK Code,

the Company should have an externally facilitated Board

evaluation at least once every three years. The Company

conducted an externally facilitated Board evaluation in the

financial year ended 30 June 2024 with Trust Associates.

This year the Board completed their evaluation internally,

facilitated by the Company Secretary, using an online

questionnaire. It is intended that the Board evaluation

will again be completed internally for the year ending

30June 2026 and externally facilitated for the year ending

30June 2027.

Further information on the outcomes of the evaluation can

be found on pages 80 to 81.

COMPOSITION, SUCCESSION AND EVALUATION

SUPERMARKET INCOME REIT PLC 72 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE

The Board is responsible for:

• Establishing formal and transparent policies and

procedures to ensure the independence and effectiveness

of the external audit and satisfy itself on the integrity of

the financial and narrative statements.

• Presenting a fair, balanced and understandable

assessment of the Company’s position and prospect.

• Establishing and maintaining an effective risk

management and internal control framework.

• Determining the nature and extent of the principal risks

the Company is willing to take in order to achieve its

long-term objectives.

Audit and Risk Committee

The Audit and Risk Committee aid the Board in fulfilling its

responsibilities by overseeing the integrity of the Company’s

financial statements, narrative reporting, and results

announcements. It also reviews the appointment,

remuneration, and performance of the external auditor.

The Committee’s full report is set out on pages 73 to 77.

Financial and business reporting

The Board has responsibility for preparing the Annual

Report and, as stated in the Directors’ Responsibility

Statement on pages 101 to 102, confirms its view that

the report, taken as a whole, is fair, balanced and

understandable. Details of the process undertaken to

support this conclusion are provided in the Audit and Risk

Committee Report on pages 73 to 77. The Company’s

strategy for generating and maintaining long-term value

is outlined in the Strategic Report.

Risk management

The Audit and Risk Committee takes ownership for

conducting, at least annually, a review of the Company’s

risk register, as well as periodically reviewing the

effectiveness of the Company’s risk management processes.

The Audit and Risk Committee subsequently makes

recommendations in respect of the Group’s principal and

emerging risks and mitigation to the Board.

The Board determines its risk appetite, being the level and

type of risk the Company is willing to accept in pursuit of its

strategic objectives.

The UK Code requires that a Board establish a

Remuneration Committee of at least three, or in the case of

small companies, two, independent non-executive directors.

In addition the Chair of the Board may be a member, but

not chair, of the Remuneration Committee if they were

considered independent on appointment.

The Board has an established Remuneration Committee

comprised of three independent Non-Executive Directors

and the Chair of the Board is not a member of the

Committee.

The Internalisation has resulted in a fundamental shift in

the scope of the Remuneration Committee duties, who had

responsibility for establishing a new remuneration policy

and an LTIP during the year.

For further information please refer to the Directors’

Remuneration Report on pages 85 to 97.

AUDIT, RISK MANAGEMENT AND

INTERNAL CONTROL

REMUNERATION

ANNUAL REPORT 2025 73ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

CORPORATE GOVERNANCE | AUDIT AND RISK COMMITTEE REPORT

Dear Shareholder,

I am pleased to present the Audit and Risk Committee

Report for the year ended 30 June 2025.

Composition

The Committee is comprised of four independent Non-

Executive Directors, following the addition of Roger

Blundell as a member in January 2025. Roger was appointed

as part of the succession plan to replace myself as

Committee Chair following the 2025 AGM, where I will not

stand for re-election. Roger’s appointment was timed such

that there would be a sufficient handover period to ensure a

smooth transition.

Committee Members

Jon Austen: Committee Chair

Roger Blundell (appointed  January )

Vince Prior

Sapna Shah

All the Committee members served for the full year, unless

otherwise stated.

The Committee believes that its members bring recent and

relevant financial experience as required by the UK Code

and has the right balance of skills and experience within

the real estate sector to be able to function effectively.

Further details of each Director’s experience can be found

in the biographies on pages 60 to 62.

Meetings

During the year, the Audit and Risk Committee held three

formal meetings following the Company’s corporate

calendar, which ensures that the meetings are aligned to

the Company’s financial reporting timetable. The Company

Secretary and I ensure that the meetings are of sufficient

length to allow the Committee to consider all important

matters and the Committee is satisfied it receives full

information in a timely manner to allow it to fulfil its

obligations. The Company’s external auditors, other

Non-Executive Directors, Chief Financial Officer, Chief

Executive Officer and Head of Finance attend meetings

by invitation.

In August 2024, the Committee met to conduct a wholesale

in-depth review of the risk register, incorporating a new risk

weighting analysis. The meetings held in September 2024

and March 2025 were scheduled to review the full and half

year financial reports and discuss the audit. A meeting to

discuss the year end audit plan was held in early July 2025.

Prior to the Internalisation, I had regular communication

with the finance team at Atrato concerning the Company

and following the Internalisation my dealings have been

with the Chief Financial Officer and members of his team.

As the Committee Chair, I have had regular communications

with the Auditor and members of the Senior Management

Team. In addition, the Committee has discussions

throughout the year outside of the formal Committee

meetings, including with the Company’s property valuers

to challenge the valuation process and review their

independence.

AUDIT AND RISK

COMMITTEE REPORT

Jon Austin

Audit and Risk

Committee Chair

SUPERMARKET INCOME REIT PLC 74 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | AUDIT AND RISK COMMITTEE REPORT CONTINUED

Responsibilities

Throughout the year, the Committee acted in accordance with its terms of reference, which can be viewed on the

Company’s website. An overview of the Committee’s responsibilities is set out in the table below.

Role Responsibilities

Financial reporting • Interim and Annual Reports

• Accounting treatment of significant transactions and areas of judgement

• Bi-annual valuation process and the independence of the Group’s valuers

• Processes undertaken to ensure that the financial statements are “fair, balanced and understandable”

Risk management and

internal controls

• The adequacy and effectiveness of the Group’s internal controls

• The Group’s risk register, principal and emerging risks

• The appropriateness of the going concern assumption

• The viability statement and longer-term forecast

• The need for an internal audit function

External audit

• Scope of the external audit

• The independence and objectivity of the external auditors

• Performance of the external auditor and effectiveness of the audit process

• Auditor’s fee for the year

• Non-audit services

Regulatory compliance and

governance

• Committee’s composition and terms of reference

• REIT status

• Audit and Risk Committee and External Audit: Minimum Standards implementation

• Provision  of the UK Code implementation

Activities

We monitor the integrity of the financial information published in the Interim and Annual Reports and any other formal

announcement relating to financial performance. We consider whether suitable and appropriate estimates and judgements

have been made in respect of areas that could have a material impact on the financial statements.

A variety of financial information and reports were prepared and provided to the Board and the Committee over the course

of the year. These included budgets, periodic re-forecasting following acquisitions or corporate activity, papers to support

the raising of additional finance and general compliance.

We also regularly review the Company’s ability to continue to pay a progressive dividend. All financial information was

fully reviewed and debated both at Committee and Board level across a number of meetings. The Auditor updates us on

changes to accounting standards, legislation, best practice and areas of significant judgement. They pay particular attention

to transactions that they deem important due to size or complexity.

The significant estimates considered by the Committee in respect of the year ended 30 June 2025, which contained a

significant degree of estimation uncertainty, are set out in the table below.

Significant estimates and judgements How the issue was addressed

Valuation of property portfolio

Cushman and Wakefield has been engaged to value the direct

property investments, on a bi-annual basis. JLL has been engaged

for bi-annual valuations on the properties held in the JV. The

Company’s direct portfolio value as at  June  was . billion

( June : . billion) reflecting disposals of  million,

additions of  million and a valuation increase, net of costs,

of .% for the year on a like-for-like basis.

The JV portfolio was valued at . million as at  June .

The valuation of the Company’s property portfolio is a key determinant

of the Group’s net asset value.

The valuation is conducted externally by independent valuers,

however, the nature of the valuation process is inherently subjective

due to the assumptions made in determining market comparable

yields and estimated rental values.

The Audit and Risk Committee met with the valuer on two occasions,

in February with the Investment Adviser and external auditor and in

August with the Chief Financial Officer and external auditor to review

the valuation included within the half-year and year-end financial

statements. This review included the valuation process undertaken,

changes in market conditions, recent transactions in the market and

how these impacted our portfolio and the valuer’s expectations in

relation to future rental growth and yield movement. The Committee

asked the valuer to highlight significant judgements or disagreements

with the Investment Adviser (for the half-year financial statements)

and the Senior Management Team (for the year-end financial

statements) during the valuation process to ensure a robust and

independent valuation had taken place.

The Auditor, BDO, reviewed the underlying assumptions using its real

estate experts and provided the Audit and Risk Committee with

a summary of its work as part of its report on the half-year and year

end results.

As a result of these reviews, the Committee concluded that the

valuation had been carried out appropriately and independently.

The Board approved the valuations in March  and September

 in respect of the interim and annual valuations.

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Significant estimates and judgements How the issue was addressed

Acquisition of investment properties

When purchasing investment properties, an assessment and judgement

needs to be made under IFRS  as to whether the acquisitions meet the

definition of an asset acquisition or a business acquisition.

In order to assess whether a transaction meets the criteria of

a business, IFRS  allows entities to elect to apply a concentration test.

Under the concentration test, companies consider whether

substantially all of the fair value of the gross assets acquired is

concentrated in a single asset (or a group of similar assets). If so, the

assets acquired would not represent a business and no further analysis

is required.

During the year, the Company completed two acquisitions; this

includes the acquisition of nine French properties in a single

transaction.

In all cases the acquisition was assessed by the Finance team using the

concentration test which was applied and met.

The Committee reviewed the judgement and concluded they were in

agreement with the acquisitions being deemed as asset acquisitions.

Sale and leaseback

A significant judgement is required on whether sale and leasebacks

can be accounted for as an investment property under IFRS .

Under IFRS , for the transfer of an asset to be accounted for as a true

sale, satisfying a performance obligation of transferring control of an

asset must be met for this to be deemed a property transaction and

accounted for under IFRS .

During the year, the Company acquired nine stores in France under

sale and leaseback arrangements. The terms of the sale and

underlying lease were reviewed by the Finance team for indicators of

control and deemed that the significant risks and rewards to

ownership were transferred and therefore was accounted for as an

investment property acquisition.

The Committee reviewed the judgement and concluded they were in

agreement with the acquisitions being accounted for as

investment properties.

Joint Ventures – joint control

The classification and accounting treatment of joint arrangements is

subject to significant judgement. By reference to the contractual

arrangements that regulate the structure, it was necessary to

determine whether the Company and the joint venture partner have

joint control.

The contractual arrangements were reviewed by the Finance team.

As the Board of Directors of the joint venture is split equally between

the Company and the JV partner; decisions of the JV require

unanimous consent since there are equal voting rights and an equal

economic interest in the net assets of the JV.

Therefore, the arrangement was deemed a joint venture and

accounted for under the equity method as prescribed in IAS .

The Committee reviewed the judgement and concluded they were in

agreement with the arrangement being a joint venture and accounted

for under the equity method.

Fair, balanced and understandable financial statements

The production and audit of the Annual Report is a

comprehensive process, requiring input from a number of

contributors. To reach a conclusion on whether the Annual

Report is fair, balanced and understandable, as required

under the UK Code, the Board has requested that the

Committee advise on whether it considers that the annual

report fulfils these requirements. In outlining our advice,

we have considered the following:

• The comprehensive documentation that outlines the

controls in place for the production of the Annual

Report, including the verification processes to confirm

the factual content

• The detailed reviews undertaken at various stages of the

production process by members of the Senior

Management Team, the Company Secretary, Financial

Advisers, Auditor and the Committee, which are intended

to ensure consistency and overall balance

• Controls enforced by the Company Secretary and other

third-party service providers, to ensure complete and

accurate financial records and security of the

Company’s assets

• The Company has a highly experienced team which has a

strong proficiency in producing financial statements

As a result of the work performed, we have concluded and

reported to the Board that the Annual Report for the year

ended 30 June 2025, taken as a whole, is fair, balanced and

understandable and provides the information necessary for

shareholders to assess the Company’s performance,

business model and strategy.

Risk management and internal controls

The Board oversees the Company’s risk management and

internal controls and determines the Company’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 and Risk

Committee. The Company’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 Company.

Internal controls are implemented by the Senior

Management Team 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 financial statements.

As part of the migration of the Company to the equity

shares (commercial companies) (ESCC) category of the

Official List, a Board Memorandum was prepared that

documented the financial position and prospects

procedures (“FPPP”) of the Company. This Memorandum

was independently reviewed by an external accountancy

firm and no major deficiencies were identified, which

provided the Committee with additional comfort that the

Company’s system of internal controls remained fit for

purpose and robust. The Committee has confirmed with the

Senior Management Team that there have been no changes

to controls since those documented within that report.

SUPERMARKET INCOME REIT PLC 76 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | AUDIT AND RISK COMMITTEE REPORT CONTINUED

We are currently in the process of implementing a new

property management software system which will further

enhance our internal controls. In the current financial year,

the Audit and Risk Committee will focus on preparing

for Provision 29 of the UK Code, which will require a

declaration to be made by the Board on the effectiveness

of material controls in FY27.

The Company has implemented a new Whistleblowing

Policy, which is available on the Company’s website, which

allows any relevant party to raise concerns, in confidence,

about possible wrongdoing in financial reporting, regulatory

or other relevant matters.

Risk register

During the year, the Audit and Risk Committee reviewed

the Company’s risk register. This was a wholesale review

of the risk register and incorporated a new risk weighting

analysis to strengthen our risk management framework.

The Committee also reviews the principal risks bi-annually

alongside the interim and annual reporting processes.

Following the Internalisation, a process has been undertaken

by the Senior Management Team to review and update the

risk register as a number of the risks were no longer relevant

or required amending to reflect the Company’s new

operating structure.

We have reviewed and approved all statements included in

the Annual Report concerning internal controls and risk

management taking into consideration the review of the risk

and knowledge of the business.

Going concern and viability

Although the statements on going concern and viability are

a matter for the whole Board, the Audit and Risk Committee

reviewed the appropriateness of preparing the financial

statements on a going concern basis and the analysis

prepared to support the longer-term viability statement

required by the UK Code.

In completing its assessment the Audit and Risk Committee

reviewed the principal risks, risk appetite, the chosen

period of assessment, the current financial position,

available undrawn debt, investment commitments, the

headroom under loan covenants and stress testing.

Following its review, the Committee satisfied itself that the

going concern basis of preparation remained appropriate

and recommended the viability statement be approved by

the Board.

The going concern and viability statement can be found on

pages 56 to 58.

Internal audit

The Company does not have an internal audit function.

Given the organisation’s size and structure, as well as the

close involvement of the Senior Management Team, an

internal audit function is not considered necessary.

The Committee considers the requirement for an internal

audit function on an annual basis and is mindful of the

incoming requirements under Provision 29 of the UK Code,

that will seek greater evidence of the controls and how they

operate. The Committee is comfortable that, when required,

external advisors can be engaged to conduct reviews and

provide assurance over such matters.

Relationship with the Auditor

The Committee has primary responsibility for managing the

relationship with the external auditor, including assessing

their performance, effectiveness and independence

annually as well as recommending to the Board their

reappointment or removal.

The Committee has a strong relationship with the external

auditor, BDO LLP (“BDO”), led by Charles Ellis. UK

regulations require rotating of the audit partner every five

years, a formal tender every ten years and changing the

auditor every twenty years. The Committee keeps the

timing of a tender process under review.

The Committee has met with the key members of the audit

team over the course of the year and BDO has formally

confirmed its independence as part of the reporting process.

As Chair of the Committee, I regularly speak with the external

audit partner to ascertain if there are any concerns, to discuss

the audit reports and to ensure that the external auditor has

received the support and information requested from

management. There have been no concerns identified to date.

The Company became a constituent of the FTSE 350 on

20 June 2022 and confirms that it has complied with the

terms of The Statutory Audit Services for Large Companies

Market Investigation (Mandatory User of Competitive

Tender Processes and Audit and Risk Committee

Responsibilities) Order 2014 (the “Order”) throughout

the year.

In July 2025, the FRC published its latest Annual Review of

Audit Quality of the ‘Tier 1’ auditing firms. The Committee

was disappointed to see that, for the second year running,

BDO had performed badly in this review, which is a cause

of concern for the Company. I have discussed the report

with the audit partner and whilst I am satisfied that the

particular issues found wanting by the FRC do not apply to

the audit of the Company, it is worrying that the efforts

made by BDO following the poor review in 2024 have not

translated into improved results. The audit partner has

assured me that considerable effort is being made within

the firm to improve its audit standards and I expect my

successor, Roger Blundell, to keep this under close review.

Effectiveness and independence

We meet with the external auditor before the preparation

of the annual results, to plan and discuss the scope of the

audit, and challenge where necessary to ensure its rigour.

At these meetings, the auditor prepares a detailed audit plan

which is discussed and questioned by us to ensure that all

areas of the business are adequately reviewed, and the

materiality thresholds are set at the appropriate level, which

varies depending on the matter in question. We also discuss

with the external auditor its views over significant risk areas

and why it considers these to be risk areas.

ANNUAL REPORT 2025 77

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The Audit and Risk Committee, where appropriate,

continues to challenge and seek comfort from the external

auditor over those areas that drive audit quality. The

timescale for the delivery of the audit or review is also set

at these meetings. We meet with the external auditor again

prior to the conclusion of the audit or review to consider,

challenge and evaluate findings in depth.

We have considered the objectivity and effectiveness of

the external auditor and we consider that the audit team

assigned to the Company by BDO has the necessary

experience, qualifications and understanding of the

business to enable it to produce a detailed, high-quality,

in-depth audit and permits the team to scrutinise and

challenge the Company’s financial procedures and

significant judgements. We ask the external auditor to

explain the key audit risks and how these have been

addressed. We also considered BDO’s internal quality

control procedures and transparency report and found

them to be sufficient. Overall, the Committee is satisfied

that the audit process is transparent and of good quality

and the external auditor has met the agreed audit plan.

Audit and non-audit fees

We continue to believe that, in some circumstances, the

external auditor’s understanding of the Company’s business

can be beneficial in improving the efficiency and

effectiveness of advisory work. For this reason, we continue

to engage BDO as reporting accountants on the Company’s

issues of equity and debt capital in the normal course of the

Company’s business. Other reputable firms have been

engaged during the year to assist with financial and tax due

diligence on corporate acquisitions as well as general tax

compliance advice.

The Non-Audit Services Policy requires approval by the

Committee above a certain threshold before the external

auditor is engaged to provide any permitted non-audit

services. The Company paid £44,000 in fees to the BDO for

non-audit services during the year ended 30 June 2025.

These fees are set out below.

Service Fee ()

Interim Review ,

Total ,

The ratio of non-audit fees to audit fees for the year ended

30 June 2025 was 9%.

Post year end BDO provided professional fees in relation to

the issuance of listed bonds of £40,000.

The Committee periodically monitors the ratio to ensure that

any fees for permissible non-audit services do not exceed

70% of the average audit fees paid in the last three years.

In addition to ensuring compliance with the Group’s policy

in respect of non-audit services, the Committee also receives

confirmation from BDO that it remains independent and

has maintained internal safeguards to ensure its objectivity.

Committee effectiveness

During the year, the Board led by the Nomination

Committee conducted an internally facilitated evaluation of

its performance and that of its Committees. This concluded

that the Audit and Risk Committee continues to operate

effectively and provides the appropriate level of

independent challenge.

In FY24, the Board evaluation was externally facilitated and

one of the recommendations related to strengthening the

risk management processes in place and an exercise was

undertaken, led by the Committee.

This year’s evaluation was completed post the

Internalisation, and identified that overseeing and assessing

the updates to and effectiveness of the Company’s internal

controls and risk management processes to reflect the new

operational structure should be a key priority for the

Committee in the coming year.

Further information on the performance evaluation

conducted during the year can be found on pages 80 to 81.

This is the last Audit and Risk Committee report that I will

be signing, as I will not be seeking re-election at the 2025

AGM, as part of a planned re-fresh of the Board following

the UK Code requirements. It has been my great pleasure to

have chaired this Committee since the Company’s IPO in

2017 and I am proud to have been part of its growth since

then. I am confident that the Company is in a strong

position to continue its successful life and equally

confident that in Roger Blundell the Committee has a

strong future chair.

Signed on behalf of the Audit and Risk Committee by

Jon Austen

Audit and Risk Committee Chair

 September 

SUPERMARKET INCOME REIT PLC 78 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | NOMINATION COMMITTEE REPORT

NOMINATION

COMMITTEE REPORT

Sapna Shah

Nomination Committee

Chair

Dear Shareholders

I am pleased to present the Nomination Committee report

for the year ended 30 June 2025. Over the past year, the

Committee has focused primarily on succession planning

resulting in the appointment of Non-Executive Director,

Roger Blundell on 15 January 2025. Robert Abraham and

Mike Perkins also joined the Board on 25 March 2025 as

CEO and CFO respectively.

Composition

At 30 June 2025, the Committee comprised of three

Independent Non-Executive Directors. Given that Nick

Hewson and Vince Prior are approaching the end of their

tenure, it was considered appropriate to amend the

composition of the Committee to aid succession planning

activities over the near term. As a result, on 17 June 2025,

Roger Blundell and Frances Davies were appointed as

members of the Committee, replacing Nick and Vince.

Committee Members

Sapna Shah: Committee Chair

Vince Prior (ceased  June )

Nick Hewson (ceased  June )

Roger Blundell (appointed  June )

Frances Davies (appointed  June )

All the Committee members served for the full year, unless

otherwise stated.

Meetings

During the year, the Nomination Committee held one

scheduled meeting in accordance with its terms of reference

and an additional four ad-hoc meetings, relating to the

recruitment process which led to the appointment of Roger

Blundell in January 2025.

The Company Secretary and I ensure that all meetings are

of sufficient length to allow the Committee to consider all

important matters and the Committee is satisfied that it

receives full information in a timely manner to allow it to

fulfil its obligations.

Responsibilities

The Nomination Committee Terms of Reference are

available on the Company’s website. The key responsibilities

of the Committee are as follows:

Board composition and

succession planning

• Regularly assess the skills and

composition of the Board and its

Committees to identify any gaps in

collective experience or knowledge

• Develop and maintain a succession plan

for the Board and leadership team,

including identifying and mentoring

future leaders

Director appointments

• Lead the process for new Director

appointments

• Ensure all new Directors receive an

appropriate induction programme

• Manage the relationship with external

recruitment consultants

Promote diversity

and inclusion

• Review the Company’s policy on

diversity and inclusion

• Assess the Board’s compliance with

diversity codes and guidelines and

related disclosure requirements

Evaluating Board

performance

• Lead the annual Board, Committee and

individual Director evaluation exercise

• Identify and support training for

all Directors

Director commitments

and re-election

• Review the time required from

Non-Executive Directors and their

external commitments

• Consider the annual re-election

of Directors

Activities

Succession planning

As referenced in the 2024 Annual Report, developing and

implementing a succession plan to ensure the progressive

refreshment of the Board as Nick Hewson, Jon Austen and

Vince Prior approach their nine-year term has continued to

be a focus for the Committee.

ANNUAL REPORT 2025 79

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STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The Committee concluded that finding a replacement Audit

and Risk Committee Chair was a priority, given the specific

knowledge and skills required and allowing for an adequate

handover period. In August 2024, having met with four

firms, the Board engaged with Sapphire Partners, an

external recruitment agency to assist with the search

Following a rigorous recruitment process, Roger Blundell

was appointed as an independent Non-Executive Director in

January 2025. Since his appointment, he has worked closely

with Jon Austen to ensure a detailed handover is completed

prior to Jon’s retirement at the 2025 AGM. I would like to

take this opportunity to express my personal thanks to Jon

for his invaluable contribution to the Company since IPO.

Following the Internalisation, we welcomed the CEO and

CFO to join the Board on 25 March 2025, which increased

the Board to nine Directors. Given the size and nature of the

Company, we do not believe that a Board of this size is

necessary over the long term. The Nomination Committee

will consider the size and composition of the Board as part

of orderly succession planning.

It is anticipated that Vince Prior will retire in 2026 and the

Committee will continue to assess the composition of the

Board and any appointments that may be required to replace

the knowledge, skills and experience that will be lost.

In the coming year, now that the Board has Executive

Directors, the Committee will consider contingency plans

for unforeseen absences of these key positions as well as

other senior management. Succession planning below Board

level is the responsibility of the Senior Management Team

to ensure recruitment and retention of key talent.

Board diversity and inclusion

We recognise the importance of diversity and the value it

brings to our organisation. We strive to operate in an

inclusive working environment and promote a culture of

respect, openness and collaboration.

The Company’s diversity and inclusion policy can be found

on our website. The Board supports diversity of all kinds

including gender, ethnicity, sexual orientation, disability or

educational, professional and socioeconomic backgrounds

and neurodiversity. Appointments to the Board and

throughout the Company are based on merit, in line with

Principle J of the UK Code, to make sure that the best

candidate for the role is appointed every time.

Our Senior Management Team is responsible for the

day-to-day running of the business and comprises

departmental heads from all key business functions, with a

diverse range of skills and experience. We acknowledge the

FTSE Women Leader’s target of 40% female representation

in leadership teams. Given our small business size and total

headcount of 16, achieving the 40% female representation

target on the Senior Management Team is challenging.

Currently, women represent 25% of the Senior Management

Team, which comprises four members excluding the

Executive Directors. Expanding the Senior Management

Team would not be appropriate and there are no succession

changes anticipated in the near term. In the wider

organisation 50% of all employees are female.

UK Listing Rule requirements

As at 30 June 2025, the Company met two of the three

diversity targets under UK Listing Rule 6.6.6R(9):

• having at least one senior position on the Board being

held by a woman; and

• having at least one director from an ethnic minority

background

Prior to the Internalisation, the Company met the third

target of having at least 40% female Board representation,

however Robert Abraham and Mike Perkins joining the

Board, as CEO and CFO respectively, has resulted in that

figure reducing to 33%. This year, the Company has

experienced a significant amount of change and it was felt

that the Board needed to provide stability throughout that

transition. As a result, it was not considered appropriate to

restructure the Board for the purposes of meeting these

targets during this financial year.

Following Jon Austen’s retirement from the Board at the

2025 AGM, the Board will have 38% female representation

on the Board. As part of the ongoing succession planning,

we are committed to returning to full compliance with the

UK Listing Rule diversity targets as soon as practicable.

. Sapphire Partners does not have any other connection with the Company or

individual directors.

SUPERMARKET INCOME REIT PLC 80 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | NOMINATION COMMITTEE REPORT CONTINUED

The following table sets out the gender and ethnic diversity of the Board and Senior Management Team as at 30 June 2025

in accordance with the UK Listing Rule 6.6.6R(10). Data is collected on a self-identifying basis.

Gender Diversity

Number of

Board Members

Percentage of

the Board

Number of Senior

Positions on the Board*

Number in Senior

Management Team**

Percentage of Senior

Management Team

Men  %   %

Women  %   %

Prefer not to say – – – – –

Female Male

Senior Management

Team and

direct reports***

 %  %

Ethnic Diversity

Number of

Board Members

Percentage of

the Board

Number of Senior

Positions on the Board*

Number in Senior

Management Team**

Percentage of Senior

Management Team

White British or other

White (including

minority white groups)

 %   %

Mixed/Multiple

Ethnic Groups

– – –  %

Asian/Asian British  %  – –

Black/African/

Caribbean/

Black British

– – – – –

Other ethnic group,

including Arab

– – – – –

* In accordance with the UK Listing Rules, this includes the roles of the Chair, SID, CEO and CFO

** The Senior Management Team, as set out on page 63 is considered to be the Company’s executive management as defined by the UK Listing Rules and senior

management as defined by the Code, but excludes the CEO and CFO who are Executive Directors

*** Due to the size of the business, the Senior Management Team’s direct reports encompasses all employees, excluding the CEO and CFO

Performance Evaluation

The Directors recognise that an evaluation process is a significant opportunity to review the practices and performance of

the Board, its Committees and its individual Directors in order to implement actions to improve the Board’s effectiveness

and contribute to its overall success.

In line with the UK Code, having conducted an externally facilitated evaluation last year, this year’s evaluation was

performed internally. The Directors were each asked to complete a questionnaire, the results of which were collated and

summarised by the Company Secretary. Recommendations and progress against key areas of development identified last

year were included in the report and reviewed by the Nomination Committee.

The results concluded that the Board, its Committees and individual Directors continued to operate effectively, with a

strong Chair who continues to lead the Board with clarity and authority. The results highlighted a notable improvement in

shareholder engagement over the past year and emphasised the importance of maintaining proactive dialogue with

shareholders going forward.

ANNUAL REPORT 2025 81

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The Internalisation represents a significant shift in the Company’s operating model. As a result, several of the priorities

highlighted through the performance evaluation process and outlined below relate to successfully embedding this change.

The Committee will continue to prioritise and monitor these actions throughout the year.

Recommendation How this is being progressed

Board/employee relationship The Non-Executive Directors are actively engaged with employees, with all employees having had the

opportunity to meet with the Non-Executive Directors in an informal setting.

The relationship between the Non-Executive and Executive Directors continues to strengthen over time,

with regular informal touchpoints having been established.

The division of responsibilities, as set out on page  has been developed.

Internal control and

risk management

The Company’s financial position and prospects procedures (“FPPP”) was updated during the year in

preparation for the change of listing category. The Senior Management Team are currently progressing with

the implementation of a new property management software which will further enhance the Company’s

internal controls.

Overseeing and assessing the effectiveness of these processes will be a priority of the Audit & Risk

Committee over the next year.

Meeting processes The Chair, CEO and Company Secretary are working together to review the Board process including

reviewing agendas, how time is allocated at meetings, timeliness of papers; format and content of papers

and information flows.

Board Independence and Tenure

The Board is currently comprised of a Non-Executive Chair (who was deemed independent on appointment), six

independent Non-Executive Directors and two Executive Directors. In accordance with the provisions of the UK Code, all

Directors offer themselves for annual re-election by shareholders at the AGM. We considered whether this was appropriate

having due regard to each Directors’ performance and ability to continue to contribute to the Board in the light of the

knowledge, skills and experience required. We also considered other external appointments held by Directors and the

amount of time each Director has devoted to the Company.

Non-Executive Directors are appointed for an initial term of three years with an expectation that they will serve at least two

three-year terms, but they may be invited to serve for an additional period. The Board’s tenure policy does not require a

Director to be mandatorily replaced after a fixed term, but recognises that a Director’s tenure exceeding nine years may

impair their independence and recognises the importance of progressive Board refreshment and compliance with UK Code.

Director Re-election

The Committee is wholly satisfied the Directors devoted sufficient time to their duties over the past year and that the

Board comprised the necessary skills and experience to discharge its obligations to the Company’s shareholders and other

stakeholders. Following the advice of the Committee, and in line with the UK Code, the Board recommends the election

or re-election of each Director at the forthcoming AGM. An exception to this is Jon Austen, Chair of the Audit and Risk

Committee, who will not stand for re-election at the 2025 AGM as he approaches the end of his tenure. As outlined in the

Audit and Risk Committee Report, Jon will be succeeded by Non-Executive Director, Roger Blundell, who will stand for

election.

Committee effectiveness

Details of the performance evaluation conducted during the year can be found on pages 80 and 81.

Signed on behalf of the Nomination Committee by

Sapna Shah

Nomination Committee Chair

 September 

SUPERMARKET INCOME REIT PLC 82 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | ENVIRONMENTAL SOCIAL GOVERNANCE (ESG) COMMITTEE REPORT

ENVIRONMENTAL SOCIAL GOVERNANCE (ESG)

COMMITTEE REPORT

Frances Davies

ESG Committee

Chair

Dear Shareholders

I am pleased to present the ESG Committee report for the

year ended 30 June 2025.

Composition

The Committee comprised three Independent

Non-Executive Directors of the Company.

Committee Members

Frances Davies: Chair of the Committee

Nick Hewson

Cathryn Vanderspar

All the Committee members served for the full year, unless

otherwise stated.

Meetings

During the year, the ESG Committee held four meetings.

The Company Secretary and I ensure that the meetings are

of sufficient length to allow the Committee to consider all

important matters and the Committee is satisfied that it

receives full information in a timely manner to allow it to

fulfil its obligations.

The other Directors, members of the Senior Management

Team and advisors were invited to attend the Committee

meetings.

Responsibilities

The ESG Committee Terms of Reference are available on

the Company’s website.

The Committee serves as an independent and objective

party to monitor the integrity and quality of the Company’s

ESG strategy, and to ensure that the Company’s ESG

strategy is integrated into its business plan, values and

objectives. It also fosters a culture of responsibility and

transparency, and it reviews and approves the Company’s

annual reporting in relation to ESG.

The Committee’s key responsibilities include:

• Overseeing the establishment and implementation of ESG

related policies and codes of practice

• Setting KPIs related to ESG matters and overseeing

performance against those KPIs

• Identifying the required resourcing and funding of

ESG-related activity

• Overseeing climate-related risks and opportunities and

monitoring progress against the Company’s GHG

emissions reduction targets and other targets and goals

for addressing climate-related issues

• Overseeing the Company’s engagement with its broader

stakeholder community

• Ensuring that the Company monitors and reviews current

and emerging ESG trends, relevant regulatory

requirements and international standards and analysing

how those are likely to impact the Company

The Committee focuses on overseeing the three pillars of

the Company’s ESG Strategy:

Climate and Environment – The Company’s impact on the

natural environment and its response to the challenge of

climate change including: greenhouse gas emissions; energy

consumption; generation and use of renewable energy;

biodiversity and habitat; impact on water resources and

deforestation; pollution; efficient use of resources; the

reduction and management of waste; and the

environmental impact of the Company’s supply chain.

Tenant and Community Engagement – The Company’s

interaction with stakeholders including its employees,

tenants and the communities in which it operates and the

role of the Company in society including: engaging with

tenants on sustainability performance, stakeholder policies

(e.g. stakeholder engagement, diversity, non-discrimination

and equality of treatment, health, safety and well-being);

ethical/responsible sourcing; labour standards of the supply

chain (including child labour and modern slavery); and

engagement with and contribution to the broader

community through social projects, volunteering and

charitable donations.

ANNUAL REPORT 2025 83

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STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Responsible Business – The ethical conduct of the

Company’s business including its corporate governance

framework, business ethics, ESG training, board policies,

and codes of conduct (e.g. related to donations and political

lobbying, bribery and corruption), and the transparency of

non-financial reporting.

Activities

During the year there were four meetings at which we

discussed - and where relevant recommended to the Board

for approval - a variety of matters. CEN-ESG attended a

meeting to present their ESG peer review analysis and an

action plan was agreed to further improve the Company’s

ESG policies and external ESG ratings score. The

Committee oversaw the Company’s charitable donations

and volunteering activities, which resulted in a total

£180,000 being donated to a variety of charities in the year.

For the year ended 30 June 2025, the Company engaged

Grant Thornton to carry out a limited assurance exercise

over selected ESG data for the first time. Grant Thornton

presented their findings to the Committee, which provided

valuable recommendations on improvements that can be

seen in this year’s reporting.

The Committee has responsibility for reviewing ESG related

reports and disclosures and during the year recommended

to the Board for approval for the Company’s standalone

Sustainability Report, including EPRA sBPR reporting and

the Company’s first Climate Transition Plan.

Further details of the Company’s progress against its

commitments can be found in the TCFD report on pages

36 to 48 and the Company’s Sustainability Report.

Committee effectiveness

Details of the performance evaluation conducted during the

year can be found on pages 80 to 81.

Signed on behalf of the ESG Committee by

Frances Davies

ESG Committee Chair

 September 

SUPERMARKET INCOME REIT PLC 84 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | MANAGEMENT ENGAGEMENT COMMITTEE REPORT

MANAGEMENT ENGAGEMENT

COMMITTEE REPORT

Vince Prior

Management Engagement

Committee Chair

Dear Shareholders

I am pleased to present the Management Engagement

Committee report for the year ended 30 June 2025.

Composition

As at 30 June 2025, the Committee comprised of seven

Independent Non-Executive Directors of the Company.

Committee Members

Vince Prior: Committee Chair

Jon Austen

Roger Blundell (appointed 15 January 2025)

Frances Davies

Nick Hewson

Sapna Shah

Cathryn Vanderspar

All the Committee members served for the full year, unless

otherwise stated.

On 16 July 2025, the Management Engagement Committee

was disbanded following the Listing Transfer.

Meetings

During the year, the Management Engagement Committee

held one formal meeting. The Company Secretary and I

ensure that the meetings are of sufficient length to allow

the Committee to consider all important matters and the

Committee is satisfied that it receives full information in

a timely manner to allow it to fulfil its obligations.

Robert Abraham and Mike Perkins were invited to attend

the Committee meetings.

Responsibilities

The Management Engagement Committee Terms of

Reference are available on the Company’s website.

Prior to the Internalisation, the main function of the

Management Engagement Committee was to review the

compliance, by the Investment Adviser and the AIFM, with

the Company’s investment policy and their performance of

the duties detailed in their agreements with the Company.

In March 2025, the Committee Terms of Reference were

updated, following the termination of the Investment

Adviser, such that the main function of the Management

Engagement Committee was to review the compliance of

the AIFM and to monitor and evaluate the performance

of other key service providers to the Company.

Activities

During the year, the Committee conducted reviews of all

key service providers which included the AIFM, lawyers,

Company Secretary, property valuer, brokers, property

agent, property insurance broker, debt advisers, PR advisers

and tax advisers. Where appropriate, feedback was

provided to service providers to enhance the level of

service provided to the Company.

Management Arrangements

During the year under review, the AIFM was paid a fee of

0.04% per annum of the net asset value of the Company up

to £1 billion and 0.03% of the net asset value over £1 billion,

subject to a minimum of £50,000 per annum, such fee being

payable quarterly in arrears. The total fees paid to the AIFM

during the year under review were £0.40 million.

During the financial year under review, no separate

remuneration was paid by the AIFM to two of its executive

directors, Graham Taylor and Kobus Cronje, because they

were both employees of the JTC group of companies, of

which the AIFM forms part. The third executive director,

Matthew Tostevin, is paid a fixed fee of £10,000 for acting

as a director. Mr Tostevin is paid additional remuneration

on a time spent basis for services rendered to the AIFM

and its clients. Other than the directors, the AIFM has no

employees. During the year under review, the AIFM paid

£10,000 in fixed fees and £28,744 in variable remuneration

to Mr Tostevin.

Continuing Appointment of the AIFM

During the year the Management Engagement Committee

completed a review of the performance of the AIFM and

was satisfied that the AIFM had delivered its services in

accordance with the terms of its agreement. However,

following the Company’s Listing Transfer, it no longer fell

within the scope of AIFMD, and as a result, the agreement

with the AIFM was terminated and the Management

Engagement Committee disbanded.

Committee effectiveness

Details of the performance evaluation conducted during

the year can be found on pages 80 to 81.

Signed on behalf of the Management Engagement

Committee by

Vince Prior

Management Engagement Committee Chair

 September 

ANNUAL REPORT 2025 85ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

CORPORATE GOVERNANCE | REMUNERATION COMMITTEE REPORT

Dear Shareholder

I am pleased to introduce the Directors’ Remuneration

Report for the year ended 30 June 2025. This report has

been prepared by the Remuneration Committee and

approved by the Board.

On 4 March 2025, the Company announced that it had

agreed, subject to shareholder approval, to internalise its

management function. The Internalisation required the

adoption of a new Directors’ Remuneration Policy

(“Policy”), given that the previous Policy did not provide for

remunerating Executive Directors. As such, following a

detailed review of remuneration, shareholders were asked

to approve the adoption of a new Policy at the General

Meeting to approve the Internalisation on 20 March 2025

(“GM”). I am pleased to say that the resolution to approve

the Policy was approved by over 91% of shareholders voting

at the meeting.

Accordingly, to provide shareholders with information on

both the Policy and the remuneration paid to Directors in

the year ended 30 June 2025, this report is divided into

three parts being:

• This Annual Statement of the Remuneration Committee

Chair for the year ended 30 June 2025, which sets out

details of the Committee, its activities, remuneration paid

to Directors for the year ended 30 June 2025 and how the

Policy will be operated for the year ending 30 June 2026

(pages 85 to 87);

• A summary of the Directors’ Remuneration Policy which

was approved by shareholders at the 2025 GM on 20

March 2025 (pages 88 to 93); and

• The Annual Report on Remuneration, which provides

details on remuneration paid to Directors during the year

ended 30June 2025 (pages 94 to 97).

Preparation of this Report

This Report, prepared by the Remuneration Committee on

behalf of the Board, takes full account of the prevailing UK

Corporate Governance Code and the latest guidance from

the main shareholder representative bodies, and has been

prepared in accordance with the provisions of the

Companies Act 2006 (“the Act”), the UK Listing Rules and

the Large and Medium-Sized Companies and Groups

(Accounts and Reports) (Amendment) Regulations 2013

(“Regulations”). The Act requires the Auditor to report to the

Company’s shareholders on the audited information within

this Report and to state whether in their opinion those parts

of the Report have been prepared in accordance with the

Act. Those parts of the Report which have been subject to

audit are clearly marked.

Composition

The Committee is comprised of four independent Non-

Executive Directors, following the addition of Roger

Blundell as a member in January 2025.

Committee Members

Cathryn Vanderspar: Committee Chair

Jon Austen

Roger Blundell (appointed 15 January 2025)

Frances Davies

All the Committee members served for the full year, unless

otherwise stated.

The other Directors and the Committee’s independent

remuneration consultants were invited to attend the

Committee meetings as and when considered appropriate.

Meetings

During the year, the Remuneration Committee held two

scheduled meetings, and several ad-hoc preparatory meetings

in relation to determining the revised Remuneration Policy

and 2025 LTIP performance metrics, weightings and targets.

The Company Secretary and I ensure that the meetings are

of sufficient length to allow the Committee to consider all

important matters and the Committee is satisfied that it

receives full information in a timely manner to allow it to

fulfil its obligations.

Responsibilities

The Remuneration Committee Terms of Reference are

available on the Company’s website. The Committee’s main

responsibilities include:

• Designing the framework and policy for Executive

Directors’ remuneration and determining remuneration

packages for the Executive Directors, Chair and Senior

Management, including the Company Secretary (other

than where the role is outsourced), to promote the

achievement of the Group’s strategy and long-term

sustainable success. When setting executive

remuneration, the link between Executive Director

and senior manager remuneration and that provided

to the wider workforce is taken into account;

DIRECTORS’

REMUNERATION REPORT

Annual Statement

Cathryn Vanderspar

Remuneration Committee

Chair

SUPERMARKET INCOME REIT PLC 86 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | REMUNERATION COMMITTEE REPORT CONTINUED

• Establishing remuneration schemes that promote

long-term shareholding by Executive Directors and that

support alignment with shareholders’ interests, both

in-post and post-cessation;

• Approving the design and operation of the Company’s

short-term and long-term incentive arrangements.

This includes agreeing the targets that are applied to

awards made to Executive Directors and the Senior

Management Team;

• Oversight of the administration of share plans as

required; and

• Reviewing workforce remuneration and related policies.

Activities

The key areas considered by the Remuneration Committee

in respect of the year ended 30 June 2025 were as follows:

• Reviewed and agreed the terms of a new service

agreement for the Executive Directors and approved

revised remuneration packages for the CEO, CFO and

the Chair;

• Agreed revised terms of reference for the Committee to

take effect subject to approval by shareholders at the GM

of the new Policy

• Designed the new Directors’ Remuneration Policy and

agreed that it was appropriate to put forward for approval

by shareholders at the March 2025 GM;

• Agreed the annual fee for the Chair;

• Introduced a new annual bonus plan and Long Term

Incentive Plan (LTIP);

• Consulted with major shareholders in respect of their

views on annual bonus and LTIP provision;

• Agreed the award levels, performance metrics, weightings

and targets for the 2025 LTIP awards which were granted

in June 2025;

• Discussed the maximum award levels and performance

metrics, weightings and targets for the annual bonus for

year ending 30 June 2026; and

• Adopted a shareholding policy, requiring Executive

Directors to build up and then subsequently hold a

shareholding equivalent to 200% of salary.

Discretion

No discretion was exercised in the year ended 30 June 2025

in respect of the Executive Directors remuneration.

Implementation of the Policy for the year ending

 June 

Details of how the Policy will be implemented for the

Executive Directors and Non-Executive Directors in respect

of the year ending 30 June 2026 are as follows:

Executive Directors:

• The CEO and CFO will continue to receive base salaries

of £375,000 and £275,000 respectively which were set at

appointment to the Board. The next salary review date is

expected to be on or after 1 July 2026;

• Pensions will continue to be set at 8% of salary in line

with the wider workforce provision;

• Annual bonus for the year ending 30 June 2026 will be

capped at 150% of salary. Performance will be measured

against a combination of financial targets (based on

EPRA earnings, Total Property Return and EPRA

Cost Ratio) and non-financial targets (which will

include personal, strategic and ESG-based objectives).

A minimum of 50% of any bonus will be deferred into

shares for 2 years. Notwithstanding the CEO and CFO’s

appointment in March 2025, no annual bonus was

operated in respect of the year ended 30 June 2025;

• Following the grant of the 2025 awards to the CEO and

CFO in June 2025, the next LTIP grant is not expected to

be made to Executive Directors until the publication of

results for the year ending 30 June 2026. Performance

metrics for the 2026 awards, which are expected to be

consistent with the 2025 LTIP awards, will be set out in

next year’s Directors’ Remuneration Report; and

• Shareholding guidelines will operate for the Executive

Directors at a minimum of 200% of salary and will extend

for a period of two years post cessation of employment.

Non-Executive Directors:

• The Committee reviewed the increased time

requirements and responsibilities for the Chair following

Internalisation and approved an increase to Nick

Hewson’s annual fee of £78,000 to £150,000; and

• The Non-Executive Directors will receive a base fee of

£60,000 per annum, with an additional £10,000 payable

for the role of Senior Independent Director and an

additional £10,000 payable for chairing a board committee.

Shareholder Engagement and Understanding

Good Practice

The Company is committed to engagement with

shareholders and intends to seek major shareholders’ views

in advance of making significant changes to the Policy and

how it is implemented. In this regard, major shareholders

were consulted towards the end of FY25 in respect of the

FY26 annual bonus and the 2025 LTIP awards. The

Remuneration Committee also actively monitors

developments in the expectations of institutional investors

and considers good practice guidelines from institutional

ANNUAL REPORT 2025 87

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STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

shareholders and shareholder bodies. In addition, the Chair

of the Remuneration Committee will attend the 2025 AGM

to hear the views of shareholders on remuneration and

answer any questions.

Employee Remuneration Considerations

In setting the Policy, the pay and conditions of employees of

the Company other than Directors are taken into account.

The Remuneration Committee is provided with data on the

remuneration structure for all staff and uses this

information to ensure consistency of approach throughout

the Company. The Company has a small number of

employees and applies the same broad policy in relation to

incentive compensation throughout the organisation albeit

Restricted Share Awards rather than LTIPs are granted for

less senior employees. Although the Remuneration

Committee takes into account the pay and conditions of

other employees, the Company did not consult with

employees when drawing up the Policy.

 Annual General Meeting resolution

Noting the approval of the Policy at the March 2025 General

Meeting, a single advisory resolution in respect of the

Directors’ Remuneration Report (other than the part

containing the summary of the Directors’ Remuneration

Policy) for the year ended 30 June 2025 will be presented at

the 2025 AGM. I trust that shareholders will support the

Committee and vote in favour of this resolution.

Conclusion

I am grateful for the engagement and support provided by

our shareholders and welcome your feedback.

Signed on behalf of the Remuneration Committee by

Cathryn Vanderspar

Remuneration Committee Chair

 September 

SUPERMARKET INCOME REIT PLC 88 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | REMUNERATION COMMITTEE REPORT CONTINUED

This section of the Directors’ Remuneration Report contains

a summary of the Directors’ Remuneration Policy (the

“Policy”) which was approved by shareholders at the

20March 2025 General Meeting. The full Policy can be

found in the shareholder circular published in respect

of the Internalisation dated 4 March 2025

(SUPR - Proposed Internalisation Circular (04.03.2025)).

Summary of Policy changes

Previously there was no provision for remunerating

Executive Directors at the Company. As such, the main

differences between remuneration policy approved by

shareholders at the 2024 Annual General Meeting and the

Policy approved at the March 2025 General Meeting are:

• The Policy provides Executive Directors with a base

salary, typically set after considering the salary levels in

companies of a similar size and complexity in the UK real

estate sector and the FTSE All Share. The base salary is

intended to normally increase in line with the general

employee increases in salary;

• A workforce-aligned pension provision has been

introduced;

• The Policy now provides for certain taxable benefits to be

made available;

• The provision for an annual bonus plan has been

introduced. Performance against targets will be measured

and a minimum of 50% of any bonus will normally be

awarded in shares and deferred for two years;

• The provision to grant Long Term Incentive Plan (“LTIP”)

awards has been introduced. Nil or nominal cost options

or conditional share awards may be granted under the

LTIP to Executive Directors. LTIP awards will normally

have a three-year performance period followed by a two

year post vesting holding period;

• The terms of the annual bonus, deferred bonus and LTIP

will include provisions in respect of malus and clawback

which may be applied in a range of circumstances,

including corporate failure and reputational damage; and

• Shareholding guidelines have been introduced for the

Executive Directors and set at a minimum of 200% of

salary. The shareholding requirements will apply for a

period of time post cessation of employment.

Policy scope

The Policy applies to the Chair, Executive Directors and

Non-Executive Directors.

Overview of Policy

The Policy, which has been developed following a

comprehensive remuneration review, has the following

objectives:

• To offer suitable packages to attract, retain and motivate

people with the skills and attributes needed to deliver the

Company’s business goals while recognising the unique

nature of the organisation and ensuring alignment with

shareholders;

• To drive behaviours that support the Company strategy

and business objectives; and

• To link incentive plans to Company and individual

performance to encourage high performance from staff

both at an individual and team level.

These Policy objectives will be achieved by ensuring that

any remuneration provided is reflective of applicable

market conditions, statutory obligations and the level of

accountability (responsibility, objectives, goals) assigned to

the recipient in order to deliver outstanding performance

while providing organisational flexibility and operational

efficiency.

Remuneration Policy Table

Element of

remuneration

Purpose and

link to strategy Operation Maximum

Performance conditions

and assessment

Base salary To provide

competitive fixed

remuneration that

will attract and

retain key

employees and

reflect their

experience and

position in

the Company.

Base salary is normally

reviewed annually.

When considering any increases

to base salaries in the normal

course (as opposed to a change

in role or responsibility), the

Remuneration Committee will

take into consideration:

• level of skill, experience, scope

of responsibilities and

performance;

• business performance,

economic climate, and

market conditions;

• pay and employment conditions

of employees throughout the

Group, including increases

provided to staff;

• inflation; and

• increases provided to Executive

Directors in comparable

companies (although such data

would be used with caution).

Salaries are typically set after

considering the salary levels in

companies of a similar size and

complexity in the UK real estate

sector and FTSE All Share.

Base salary increases will

normally be no higher than the

average level of increases

awarded (in percentage terms) to

the wider workforce.

Higher increases may apply if

there is a change in role, level of

responsibility or experience or if

the individual is new to the role.

There is no maximum salary

cap in place.

None

DIRECTORS’ REMUNERATION POLICY

ANNUAL REPORT 2025 89

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STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Element of

remuneration

Purpose and

link to strategy Operation Maximum

Performance conditions

and assessment

Pension To provide

competitive

levels of

retirement benefit.

Contribution made into a pension

plan and/or a cash supplement of

equivalent value paid in lieu of

pension contribution.

% of annual salary plus

adjustments in line with any

increases provided to the

wider workforce.

None

Other benefits To provide

competitive levels

of employment

benefits

Executive Directors may receive

a benefit package which includes

• health insurance;

• death in service benefits;

• company car allowance; and

• other benefits as provided from

time to time.

Benefits are reviewed

periodically to ensure that they

remain market competitive.

Maximum opportunity is the total

cost of providing the benefits.

Maximum opportunity is the total

cost of providing the benefits.

None

Annual bonus The annual bonus

aligns reward to key

Group strategic

objectives and

drives short-term

performance.

Executive Directors participate in

an annual performance-related

bonus scheme.

A minimum of % of any annual

bonus will normally be deferred

into shares for two years where

shareholding guidelines have not

been met. Where shareholding

guidelines are met, no deferral

will normally operate.

Dividend equivalents may be

payable on deferred bonus

awards. The payment may

assume dividend reinvestment.

The annual bonus plan rules

contain clawback and

malus provisions.

% of annual salary. Normally assessed

annually and determined

by the Remuneration

Committee based on

financial, strategic and/or

personal performance

against the Group’s

business plan for each

financial year.

Amounts ranging from nil

up to % of any annual

bonus may be available at

threshold performance.

Long Term

Incentive Plan

(LTIP)

The LTIP aligns

Executive Director

interests with those

of shareholders and

rewards long-term

value creation.

Awards are normally made

annually to the Executive

Directors in the form of

conditional awards, nil or nominal

cost options.

The awards granted under the

LTIP are subject to performance

conditions normally measured

over a performance period of

three years.

Dividend equivalents may be

payable on LTIP awards in

respect of the vesting period (and

if unexercised during the holding

period) to the extent awards vest.

The payment may assume

dividend reinvestment.

The LTIP contains malus and

clawback provisions.

A two year post vesting holding

period applies to LTIP awards

granted to Executive Directors.

% of annual salary. Vesting under the LTIP will

be based on financial,

share-price, strategic

and/or ESG related

performance measures.

A maximum of % vesting

for any performance

element achieving

threshold performance.

SUPERMARKET INCOME REIT PLC 90 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | REMUNERATION COMMITTEE REPORT CONTINUED

Element of

remuneration

Purpose and

link to strategy Operation Maximum

Performance conditions

and assessment

Shareholding policy

– in employment

To ensure that

Executive Directors’

interests are

aligned with those

of shareholders

over a longer

time horizon.

Requirement to build and

maintain a holding of shares in

the Company, through retaining

at least % of any net of tax

shares vesting in respect of

discretionary share-based

incentive plans if this guideline

has not been met.

A minimum of % of

annual salary.

N/A

Shareholding policy

– post employment

Requirement to retain shares

equal to % of the shareholding

guideline (or the actual number

of shares held against the

guideline if the guideline is not

met at cessation) up until the

second anniversary of cessation.

Own shares purchased are

excluded from the

post-cessation guideline.

All Employee

Schemes

To encourage share

ownership by

all employees.

Executive Directors may

participate in any HMRC tax

advantaged all employee

arrangements implemented by

the Company.

In line with the prevailing

HMRC limits.

None

Non-Executive

Director Fees

To attract and retain

Non-Executive

Directors with the

requisite skills

and experience.

Fee levels are normally

reviewed annually.

The Non-Executive Chair fee

structure is a matter for the

Remuneration Committee.

The Non-Executive Director fee

structure is a matter for the full

Board excluding the

Non-Executive Directors.

Non-Executive Directors may be

entitled to benefits relating to

travel and office support and such

other benefits as may be

considered appropriate including

any tax liabilities thereon.

The fees may be paid in the

form of shares.

Fee levels are normally set at

broadly median levels for

comparable roles at companies

of a similar size and complexity

within the UK real estate sector

and FTSE All Share.

Increases will be informed by

taking into account internal

benchmarks, such as the salary

increase for the wider workforce.

Non-Executive Directors’ fees

may comprise of a base fee, with

an additional fee for Committee

Chairs, the Senior Independent

Non-Executive Director and any

other responsibilities/additional

time commitments as

appropriate.

N/A

Notes to the Policy

Performance measures and targets

The annual bonus plan measures are selected to provide

direct alignment with the short-term operational targets of

the Company. Care is taken to ensure that the short-term

performance measures are supportive of the long-term

objectives. This is especially important in a business which

has a long-term investment horizon. Short-term targets are

stretching and geared to encourage outstanding

performance which, if delivered, can earn the Executive

Director up to the maximum under the plan.

The LTIP targets are selected to ensure that the Executives

are encouraged to, and appropriately rewarded for,

delivering against the Company’s key long-term strategic

goals so as to ensure a clear and transparent alignment of

interests between Executive Directors and shareholders and

the generation of sustainable long-term returns.

Malus and clawback

Malus and clawback provisions operate in respect of

cash annual bonus awards, deferred bonus awards and/or

LTIP awards.

Malus is the adjustment of any outstanding deferred bonus

and LTIP awards as a result of the occurrence of one or

more of the circumstances listed below. The adjustment

may result in the bonus or award being reduced to zero.

Malus may be applied during the two and three year period

from grant to vesting for the deferred bonus and LTIP

awards, respectively.

Clawback is the recovery of payments of cash or shares in

respect of cash bonus awards, deferred bonus and/or LTIP

awards as a result of the occurrence of one or more

circumstances listed below. Clawback may be applied for

three years after the payment of a cash bonus or grant of

deferred share awards and for three years after the vesting

of an LTIP award.

The Remuneration Committee has chosen the relevant

provisions in which malus and clawback may be applied on

the basis that it believed these to be aligned with

shareholder expectation as well as FTSE All Share and

relevant sector practice.

ANNUAL REPORT 2025 91

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The circumstances in which malus and clawback may be

applied are as follows:

• The discovery of a material misstatement resulting in an

adjustment to the audited consolidated accounts of the

Company;

• The discovery that an assessment of any performance

target or condition in respect of an award was based on

error, or inaccurate or misleading information;

• The discovery that any information used to determine the

amount of an award was based on error, or inaccurate or

misleading information;

• The occurrence of corporate failure or an insolvency

event;

• The determination that an action or conduct of an award

holder which, in the reasonable opinion of the

Remuneration Committee, amounts to fraud or gross

misconduct; and

• The occurrence of the censure of the Company by a

regulatory authority or have had a significant detrimental

impact on the reputation of any Group Company.

Discretion

The Remuneration Committee has discretion in several

aspects of the operation of the Policy.

The Remuneration Committee may also exercise operational

and administrative discretions under relevant plan rules

approved by shareholders. The Remuneration Committee

operates share-based arrangements for the Executive

Directors in accordance with their respective plan rules, the

UK Listing Rules and any relevant tax rules as applicable.

The Remuneration Committee, consistent with market

practice and the relevant plan rules, retains discretion over

a number of areas relating to the operation and

administration of the plans. These include (but are not

limited to) the following:

• Eligibility;

• The form in which the award is granted and settled (e.g.

shares, nil cost options, cash);

• The timing of the grant of award and/or payment;

• The size of an award (up to any individual and plan limits)

and/or a payment;

• Discretion relating to the measurement of any

performance target/underpin (see below);

• Determining vesting and performance and pro-rating of

awards in the event of a ‘good leaver’ scenario or on a

change of control or restructuring of the Company;

• Determination of whether or not a person is characterised

as a good leaver (in addition to any specified categories)

under the relevant plan;

• Adjustments required in certain circumstances (e.g. share

capital variation, rights issues, demerger, corporate

restructuring, special dividends); and

• The ability to vary or substitute any performance

condition(s)/underpins if circumstances occur which

cause it to determine that the original condition(s) have

ceased to be appropriate, provided that any such variation

or waiver is fair, reasonable and not materially less difficult

to satisfy than the original condition (in its opinion). In the

event that the Remuneration Committee were to make an

adjustment of this sort, a full explanation would be

provided in the next Directors’ Remuneration Report.

In all cases, the Remuneration Committee retains absolute

discretion to override formulaic outcomes in the bonus,

LTIP and any other incentive plan (e.g. to ensure that any

payouts reflect underlying Company performance and the

broader stakeholder experience).

In addition, the Remuneration Committee has the discretion

to amend the Policy with regard to minor or administrative

matters where it would be, in the opinion of the

Remuneration Committee, disproportionate to seek or await

shareholder approval.

In addition, for the avoidance of doubt, in approving this

Policy, authority is given to the Company to honour any

existing commitments entered into with current or former

Directors prior to the adoption of this Policy.

SUPERMARKET INCOME REIT PLC 92 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | REMUNERATION COMMITTEE REPORT CONTINUED

Approach to recruitment remuneration

The table below summarises the Policy in respect of recruitment remuneration:

Element Approach

Salary and benefits • Set by reference to market and taking account of individual experience and expertise in the context of the role.

• Salary would also be set with reference to the salary of any departing Executive Director and the remaining Executive

Director(s).

• The Executive Director would be eligible to receive benefits in line with the Company’s benefits policy as set out in the

Policy table – this includes either a contribution to a personal pension scheme or cash allowance in lieu of pension

benefits in line with the policies set out in the Policy table.

Maximum

variable incentive

• Annual bonus as per the Policy maximum.

• LTIP award as per the Policy maximum.

Sign-on payments The Company does not provide sign-on payments to Executive Directors.

Buy-out awards

• Any previous outstanding long-term cash and/or share awards which the Executive Director holds which would be

forfeited on cessation of their previous employment may be compensated.

• Where this is the case, the general principle is that the outstanding award will be valued by reference to the

following factors:

– the proportion of the performance period completed on the date of the Executive Director’s cessation of

employment with their former employer;

– the performance conditions attached to the vesting of the incentives and the likelihood of them being satisfied; and

– any other terms and conditions that may have a material impact on value.

• The valuation will be conducted using a recognised valuation methodology by an independent party and the

equivalent ‘fair value’ may be awarded as a one-off LTIP on date of joining under the LTIP. To the extent that this is not

possible, a bespoke arrangement will be used.

• To ensure effective retention of the Executive Director upon recruitment, any new award will be granted subject to

performance conditions and vesting may be over the same period as the forfeited award from the previous employer or

over a new three year period.

• The exact terms will be determined by the Remuneration Committee on a case-by-case basis taking into account all

relevant factors.

Relocation policies

• In instances where the new Executive Director is relocating from one work location to another, the Company may

provide, as a one-off or otherwise, a relocation allowance as part of the Director’s relocation benefits, which shall be

time-limited.

• The level of the relocation package will be assessed on a case-by-case basis.

Service contracts

The Policy on Executive Directors’ service contracts is that

they should be entered into on a rolling basis without a

specific end-date providing for no more than one year’s

notice. The Non-Executive Directors do not have service

contracts with the Company. Their appointments are

governed by letters of appointment which are available for

inspection on request at the Company’s registered office

and are available for inspection at each Annual General

Meeting. Each appointment is for a period of up to three

years, although the continued appointment of all Directors

is put to shareholders at the AGM on an annual basis. In

addition, the appointment of a Non-Executive Director is

terminable by either party giving notice of three months.

ANNUAL REPORT 2025 93

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Payments for loss of office

The table below summarises the Policy in respect of payments for loss of office:

Element Approach

Salary and benefits • Salary and benefits may be paid in lieu of notice. In cases where a contract is terminated other than on the terms of the

service contract, the Company will seek to mitigate any damages payable.

• There will be no compensation for normal resignation or in the event of termination by the Company due to misconduct

or for poor performance.

Annual bonus

• Normally, no annual bonus will be paid to an Executive Director who has either left the business or is under notice at the

time of any bonus payment.

• If the individual is a good leaver, any bonus will be awarded on a pro-rata basis as applicable. Any deferred share

awards would normally vest at the normal vesting date (although may vest at the date of cessation, at the

Remuneration Committee’s discretion).

• A ‘good leaver’ is defined as an individual ceasing employment due to death, ill-health, injury, disability, redundancy,

retirement, the sale out of the Group of their employing business or in any other reason which the Remuneration

Committee in its absolute discretion permits.

Long term

incentives (LTIP)

• Where an Executive Director ceases to be an officer or employee of the Company before the end of the relevant vesting

period, the treatment of outstanding awards is determined in accordance with the LTIP rules.

• A proportion of the LTIP awards held by good leavers may vest at the Remuneration Committee’s discretion determined

by taking into account whether, and to what extent, any performance conditions have been satisfied and the length of

time the LTIP award has been held at the date of cessation of employment.

• The LTIP awards will not normally vest until the end of the performance period with performance tested at that time,

although exceptionally awards may, at the discretion of the Remuneration Committee, vest on cessation

of employment.

• A ‘good leaver’ is defined as an individual ceasing employment as a result of death, ill-health, injury, disability,

redundancy, retirement, the sale out of the Group of their employing business or any other reason which the

Remuneration Committee in its absolute discretion permits.

Other

• The Company may meet relocation and other incidental expenses on termination of employment, the fees of legal or

other professional advisers, outplacement, compensation in respect of statutory rights under relevant employment

protection legislation and accrued but untaken holiday. It may also elect to continue to provide certain benefits rather

than making payment in lieu of the benefit in question.

Consideration of employment conditions in the Company

when developing the Policy

In setting the Policy, the pay and conditions of employees of

the Company other than Directors are taken into account.

The Remuneration Committee is provided with data on the

remuneration structure for all staff and uses this

information to ensure consistency of approach throughout

the Company. The Company has a small number of

employees and applies the same broad policy in relation to

incentive compensation throughout the organisation.

Although the Remuneration Committee takes into account

the pay and conditions of other employees, the Company

did not consult with employees when drawing up the Policy.

Consideration of Shareholders’ views

The Company is committed to engagement with

shareholders and will seek major shareholders’ views in

advance of making significant changes to the Policy and

how it is implemented. The Chair of the Remuneration

Committee will attend the AGM to hear the views of

shareholders on the Policy and answer any questions in

relation to remuneration. The Remuneration Committee

also actively monitors developments in the expectations

of institutional investors and considers good practice

guidelines from institutional shareholders and

shareholder bodies.

External appointments

The Policy permits an Executive Director to serve as a

Non-Executive Director elsewhere when this does not

conflict with the individual’s duties to the Company, and

where an Executive Director takes such a role they may

be entitled to retain any fees which they earn from

that appointment.

SUPERMARKET INCOME REIT PLC 94 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | REMUNERATION COMMITTEE REPORT CONTINUED

Certain information provided in this part of the Directors’ Remuneration Report is subject to audit. This is annotated as

audited. Any information not annotated as audited is unaudited.

Single Figure of Directors’ Remuneration (audited)

Executive Directors

Base salary/

fees

’

Taxable

benefits



’

Pension



’

Total fixed

’

Annual

bonus

’

LTIPs

’

Total

variable

’

Total

’

Robert Abraham



     – – – 

 – – – – – – – –

Mike Perkins



     – – – 

 – – – – – – – –

Non-Executive

Directors

Nick Hewson   – –  – – – 

  – –  – – – 

Jon Austen   – –  – – – 

  – –  – – – 

Vince Prior   – –  – – – 

  – –  – – –



Cathryn Vanderspar   – –  – – – 

  – –  – – – 

Frances Davies   – –  – – – 

  – –  – – – 

Sapna Shah   – –  – – – 

  – –  – – – 

Roger Blundell



  – –  – – – 

 – – – – – – – –

 Appointed to the Board on  March .

 Appointed to the Board on  January .

 Taxable benefits for Executive Directors comprise health insurance and death in service benefits.

 The employer contribution to a scheme or paid as cash in lieu of retirement benefits based on a fixed percentage of base salary.

Annual bonus for the year ended  June  (audited)

No annual bonus plan was operated in respect of Executive Directors for the year ended 30 June 2025.

LTIPs due to vest in  (audited)

No LTIP awards held by Executive Directors are due to vest in 2025 in respect of performance to 30 June 2025.

ANNUAL REPORT ON REMUNERATION

ANNUAL REPORT 2025 95

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Annual Percentage change in remuneration levels

The table below shoes the annual change in fees for the Non-Executive Directors over the last five years. No remuneration

data is presented for the Executive Directors or employees given that prior to the Internalisation, which was completed in

the year ended 30 June 2025, the Company did not have any Executive Directors or employees..

FY-FY FY-FY FY-FY FY-FY FY-FY

Executive Directors

Robert Abraham



n/a n/a n/a n/a n/a

Mike Perkins



n/a n/a n/a n/a n/a

Non-Executive

Directors

Nick Hewson % % % % %

Jon Austen % % % % %

Roger Blundell



n/a n/a n/a n/a n/a

Frances Davies



% % n/a n/a n/a

Vince Prior % -% % % %

Sapna Shah



% n/a n/a n/a n/a

Cathryn Vanderspar



% % % % n/a

Employees n/a n/a n/a n/a n/a

. Appointed  March  . Appointed  March  . Appointed  January 

. Appointed  June  . Appointed  March  . Appointed  February 

LTIPs granted in the year ended  June  (audited)

LTIPs were granted to Executive Directors on 17 June 2025 as follows:

Number of nominal

cost options over

which award granted

Value of Award

 % of salary

% of award vesting

at threshold Date of grant

Performance

period

Robert Abraham , , %

%  June  See below

Mike Perkins , , %

As set out in the shareholder circular dated 4 March 2025 in respect of the Internalisation of the management function, the

number of shares under award was determined by using the share price at the date of completion of the Internalisation (based

on the closing share price of 75.5p on 25 March 2025). This approach ensures alignment to shareholders from internalisation

and also reflects the decision not to operate an annual bonus in respect of the period from appointment to 30 June 2025.

The Awards are subject to performance targets based on: (i) relative Total Shareholder Return (‘TSR’) (50% of the award),

(ii) absolute Total Accounting Return (TAR) (25% of the award); and (iii) EPRA Earnings Per Share (‘EPS’) (25% of the

award). Details of the performance targets are shown in the table below:

Performance Target

% vesting of relevant

part of awards

TSR v FTSE  Real Estate

(excluding agencies)

(% of award)

TAR

(% of award)

EPS

For FY

(% of award)

Below Threshold – Below median Less than % p.a. Less than .p

Threshold  Median % p.a. .p

Stretch  Upper quartile % p.a. .p

Performance

measurement

Period

Measured over the period

from completion of the

Internalisation to

publication of FY results

Measured against targets

for FY, FY and FY

Measured against targets

for FY

Awards vest on a straight line basis for performance between the threshold and stretch targets and that part of the awards

lapses if the threshold target is not achieved.

In addition to the performance metrics and targets outlined above, the Committee will retain discretion to adjust any

formulaic outcome for the 2025 LTIP awards if it considers it necessary to take account of its broader assessment of

Company or executive performance and the stakeholder experience more generally over the vesting period.

SUPERMARKET INCOME REIT PLC 96 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | REMUNERATION COMMITTEE REPORT CONTINUED

Directors’ Shareholding (audited)

Details of the Directors’ interests, including those of their immediate families and connected persons, in the issued share

capital of the Company at the beginning and end of the year, together with confirmation of whether the required

shareholding has been met or whether a director is still building their holding, are set out in the table below. Executive

Directors are expected to meet the minimum shareholding requirements by retaining 100% of the shares acquired, net of

tax, under any share plan awarded by the Company.

Director

Shares required to

be held (% of salary)

Number of shares

required to hold



Number of

beneficially

owned shares



Total interests

held at

 June 

Total interests

held at

 July 



Shareholding

requirement met?

Robert Abraham



 ,  ,



,



Mike Perkins



 ,  ,







Nick Hewson – –  ,, ,, n/a

Jon Austen – –  , , n/a

Vince Prior – –  , , n/a

Cathryn

Vanderspar

– – , , , n/a

Frances Davies – –  , , n/a

Sapna Shah – –  , , n/a

Roger Blundell



– –  ,  n/a

Notes

. Shareholding requirement calculation is based on the share price at  June  of (. pence). The Company does not oblige the Non-Executive Directors to hold

shares in the Company, but this is encouraged to ensure the appropriate alignment of interests.

. Beneficial interests include shares held directly or indirectly by connected persons.

. Or appointment date if later.

. Appointed  March 

. The shareholding comprises , shares held directly. In addition, shares are held in the Employee Benefit Trust of Atrato (Robert’s previous employer): (i) ,

shares under a  deferred award, vesting in January ; (ii) , shares under a  deferred share award, vesting in two equal tranches in January  and

January ; and (iii) , shares under a  deferred share award, vesting in three equal tranches in January , January , and January .

. Shares are held in the Employee Benefit Trust of Atrato (Mike’s previous employer): , shares under a  deferred share award, vesting in three equal tranches

in January , January , and January .

. Appointed  January 

Outstanding Share Awards Held by Executive Directors (audited)

The table below shows outstanding share awards held by the Executive Directors.

LTIP awards are granted in the form of nominal cost options which, in respect of the 2025 LTIP awards, may be exercised

from the publication of FY28 results to their expiry on the tenth anniversary of the date of grant.

Executive Date of grant

Awards

outstanding

at  July 

Awards granted

during the year

Awards vested

during the year

Awards lapsed

during the year

Interests

outstanding

at  June 

Normal vesting/

exercise date



Robert Abraham  June  – , – – , From

publication of

FY results

Mike Perkins  June  – , – – , From

publication of

FY results

. A two-year post vesting holding period will apply to the extent that awards vest.

Remuneration Advice

The Committee received independent advice from FIT Remuneration Consultants LLP (“FIT”) during the year ended

30June 2025. FIT is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code

of conduct in relation to executive remuneration consulting in the UK. The Committee is satisfied that no conflict of

interest exists or existed in the provision of these services and FIT do not have any other connection with the Company

or individual directors. The total fees paid to FIT in respect of services to the Committee during the year were £61,635

(ex VAT). Fees are charged on a time plus disbursements basis.

Implementation of the Remuneration Policy for the year ending  June 

Details of the proposed implementation of the Policy for the year ending 30 June 2026 are set out in the Annual Statement.

Chief Executive pay ratio and Gender Pay

As the Company had no employees up until completion of the Internalisation, there are no CEO pay ratio disclosures to be

made and no gender pay analysis in respect of the year.

ANNUAL REPORT 2025 97

ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Payments to past Directors or for loss of office

There have been no payments made to past Directors and no payments made for loss of office in the year.

Relative importance of spend on pay

The table below sets out the overall spend on pay for all employees, Non-executive Directors and the Investment Adviser’s fees

and expenses up to termination of the Investment Advisory Agreement compared with the returns distributed to shareholders:

Significant distributions

FY

’

FY

’ % change

Overall spend on pay for employees (including Executive Directors)



  N/A

Non-Executive Directors’ fees   %

Investment Adviser’s fee and expenses



, , %

Distributions to shareholders by way of dividends , , %

Notes

. The Group had no employees prior to the completion of the Internalisation on  March .

.The Investment Advisory Agreement was terminated with effect from  March . See note  for further breakdown.

Statement of shareholder voting

The table below shows the advisory vote on the Directors’ Remuneration Report at the 2024 Annual General Meeting held on

16 December 2024 and the binding vote on the Directors Remuneration Policy at the General Meeting held on 20March 2025:

AGM resolution Votes for % Votes against % Votes withheld

Annual Report on

Remuneration ( AGM)

,, .% , .% ,

Remuneration Policy ( GM) ,, .% ,, .% ,,

Total Shareholder Return graph and table

The graph opposite rebased to 100 compares, for the

period from IPO in July 2017 to 30 June 2025, the total

return (assuming all dividends are reinvested) to ordinary

shareholders compared to both the FTSE All-Share Index

(selected because it is a broad equity index considered an

indicative measure of the expected return from an equity

stock) and the FTSE 350 Supersector Real Estate Index

(selected because it includes the majority of listed real

estate companies).

The table below shows the CEOs’ remuneration package from appointment to 30 June 2025. Prior year data has not been

presented given that the Company was previously externally managed.

Year Name

Single figure

’



Bonus

(% of max)

LTIP

(% of max)

to  June  Robert Abraham  – –

Notes

. Base salary, pension and taxable benefits from appointment to  June . No annual bonus operated in respect of the period from appointment to

 June  and no LTIPs vested or are due to vest in respect of performance to  June .

Signed on behalf of the Remuneration Committee by

Cathryn Vanderspar

Remuneration Committee Chair

 September 

100

120

140

160

180

The Company FTSE All Share

FTSE350 Supersector Real Estate Index

Relative performance

FTSE All Share vs FTSE 350 Supersector Real Estate Index

vs the Company

20202017 2018 2019 2021 2022 202520242023

SUPERMARKET INCOME REIT PLC 98 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | DIRECTORS’ REPORT

DIRECTORS’

REPORT

Nick Hewson

Chair

The Directors present their report together with the audited

financial statements for the year ended 30 June 2025. The

Corporate Governance Statement on page 59 forms part of

this report.

Additional information which is incorporated into this

report by reference, including information required in

accordance with the Companies Act 2006 and the UK

Listing Rule 6.6.1R can be found on the following pages:

Information Relevant Section Page

Review of business and

future developments

Strategic report  to 

Section  statement Strategic report 

Principal risks Strategic report  to 

Greenhouse

gas emissions

SECR and TCFD reports,

contained within the

Strategic Report

 to 

Internal financial control Strategic report

Audit and Risk

Committee report

 to 

Diversity and inclusion Nomination Committee report  to 

Monitoring culture Corporate Governance report  to 

Viability statement Strategic report  to 

Financial instruments Financial statements, note   to 

Directors’ details Corporate Governance report  to 

Interest capitalised Financial statements, note   to 

Long term incentive plans Remuneration

Committee report



Related party transactions Financial statements, note   to 

Stakeholder engagement Strategic report  to 

Post balance sheet events Financial statements, note  

Principal activities and status

During the year, and until 16 July 2025, the Company was

an Investment Company as defined by Section 833 of the

Companies Act 2006 and had a single class of shares in

issue which were listed on the closed-ended investment

funds category of the Official List of the FCA and traded on

the Main Market of the LSE. Following the Listing Transfer

on 16 July 2025, the Company’s ordinary shares are now

listed on the equity shares (commercial companies) category

of the Official List of the FCA and traded on the Main

Market of the LSE.

The Company also has a secondary listing on the

Johannesburg Stock Exchange (JSE).

The Group is part of the Real Estate Investment Trust

regime for the purposes of UK taxation.

Results and dividends

The results for the year are set out in the attached financial

statements. It is the policy of the Board to declare and pay

dividends as quarterly interim dividends.

In respect of the 30 June 2025 financial year, the Company

has declared the following interim dividends amounting to

6.12 pence per share (2024: 6.06 pence per share).

Relevant Period

Dividend

per share

(pence)

Ex-dividend

date Record date Date paid

Quarter ended

 September 

.

 Oct 

 Oct 

 Nov 

Quarter ended

 December 

.

 Jan 

 Jan 

 Feb 

Quarter ended

 March 

.

 Apr 

 Apr 

 May 

Quarter ended

 June 

.

 Jul 

 Jul 

 Aug 

ANNUAL REPORT 2025 99ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Dividend policy

Subject to market conditions and performance, financial

position and outlook, it is the Directors’ intention to pay an

attractive level of dividend income to shareholders on a

quarterly basis. The Company intends to grow the dividend

progressively through investment in supermarket properties

with upward-only, predominantly inflation-protected,

long-term lease agreements.

Powers of Directors

The Board will manage the Company’s business and may

exercise all the Company’s powers, subject to the Articles,

the Companies Act and in certain circumstances, are subject

to the authority being given to the Directors by shareholders

in a general meeting.

The Board’s role is to provide entrepreneurial leadership of

the Company within a framework of prudent and effective

controls that enable risk to be assessed and managed. It also

sets up the Group’s strategic aims, ensuring that the

necessary resources are in place for the Group to meet its

objectives and review investment 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 59 to 102.

Appointment and replacement of Directors

All Directors were elected or re-elected at the AGM on

16December 2024. In accordance with the UK Code, all

the Directors will retire and those who wish to continue to

serve will offer themselves for election or re-election at the

forthcoming Annual General Meeting.

Directors’ indemnity

The Company maintained £40 million of Directors’ and

Officers’ Liability Insurance cover for the benefit of the

Directors throughout the year. The level of cover was

increased to £50 million on 2 August 2025 and continues

in effect at the date of this report.

Significant shareholdings

The table below shows the interests in shares notified to the

Company in accordance with Chapter 5 of the Disclosure

Guidance and Transparency Rules issued by the Financial

Conduct Authority who have a disclosable interest of 3%

or more in the ordinary shares of the Company as at

30 June 2025.

Number of shares

Percentage of issued

share capital

Blackrock Inc. ,, .%

Evelyn Partners Limited ,, .%

Close Asset

Management Limited

,, .%

Quilter Plc ,, .%

Ameriprise Financial, Inc. ,, .%

Since the year end, and up to the date of this report, the

Company has not received any further notifications of

changes of interest in its ordinary shares in accordance with

DTR 5. The information provided is correct as at the date of

publication of this report.

Donations and contributions

The Group made a charitable donation of £180,000 to

The Atrato Foundation during the year.

No political donations were made in the year.

Branches outside the UK

The Company has no branches outside the UK.

Financial risk management

The Group’s exposure to, and management of, capital risk,

market risk and liquidity risk is set out in note 24 to the

Group’s financial statements.

Amendments to the Articles

The Articles may only be amended with shareholders’

approval in accordance with the relevant legislation.

Employees

At 30 June 2025, the Company had 16 employees including

the Executive Directors.

The Board recognises the importance of attracting,

developing and retaining the right people.

The Company operates a non-discriminatory employment

policy which provides equal opportunities for all employees

irrespective of gender, ethnicity, sexual orientation,

disability, education, professional and socioeconomic

backgrounds and neurodiversity.

A significant number of employees are eligible to participate

in the annual bonus and LTIP arrangements. The Company

has a small number of employees and applies the same

broad policy in relation to incentive compensation

throughout the organisation. 100% employees participated

in the 2025 LTIP award, with more junior employees

receiving restricted share awards as opposed to

performance share awards.

The Company provides retirement benefits for its employees

and Executive Directors.

Further details of how we engage with employees can be

found on page 54.

SUPERMARKET INCOME REIT PLC 100 SUPERMARKET INCOME REIT PLC

CORPORATE GOVERNANCE | DIRECTORS’ REPORT CONTINUED

Human Rights

The Company has a zero-tolerance approach to modern

slavery and human trafficking and is committed to ensuring

its organisation and business partners operate with the

same values. The Company’s modern slavery and human

trafficking statement can be found on the Company’s website.

Anti-bribery policy

The Company has a zero-tolerance policy towards bribery

and is committed to carrying out its business fairly, honestly

and openly. The anti-bribery policies and procedures apply

to all its Directors, employees and to those who represent

the Company.

Research and development

No expenditure on research and development was made

during the period.

Annual General Meeting

The Annual General Meeting of the Company will be held

on 24 November 2025 at 10.00am at Macfarlanes’ offices,

20Cursitor Street, London EC4A 1LT.

Disclosure of information to auditor

All of the Directors have taken all the steps that they ought

to have taken to make themselves aware of any information

needed by the auditor for the purposes of their audit and to

establish that the auditor is aware of that information. The

Directors are not aware of any relevant audit information of

which the auditor is unaware.

Significant agreements

There are no agreements with the Company or a subsidiary

in which a Director is or was materially interested or to

which a controlling shareholder was party.

Share capital structure

As at the date of this report, the Company’s issued share

capital consists of 1,246,239,185 ordinary shares of one

penny each, all fully paid and listed on the equity shares

(commercial companies) (ESCC) category of the Official

List of the London Stock Exchange’s Main Market.

The Company also has a secondary listing on the JSE.

Further details of the share capital, including changes

throughout the year are summarised in note 25 of the

financial statements.

Subject to authorisation by shareholder resolution, the

Company may purchase its own shares in accordance with

the Companies Act 2006. At the Annual General Meeting

held in 2024, shareholders authorised the Company to make

market purchases of up to 186,811,253 Ordinary Shares.

The Company has not repurchased any of its ordinary

shares under this authority, which is due to expire at the

AGM in 2025 and appropriate renewals will be sought.

There are no restrictions on transfer or limitations on the

holding of the ordinary shares. None of the shares carry any

special rights with regard to the control of the Company.

There are no known arrangements under which financial

rights are held by a person other than the holder of the

shares and no known agreements on restrictions on share

transfers and voting rights.

Post balance sheet events

For details of events since the year end date, please refer to

note 32 of the consolidated financial statements.

Corporate Governance

The Company’s statement on corporate governance can be

found in the Corporate Governance Report on pages 59 to

102 of this Annual Report. The Corporate Governance

Report forms part of this Directors’ report and is

incorporated into it by cross-reference.

Signed by order of the Board on 16 September 2025.

Nick Hewson

Chair

 September 

ANNUAL REPORT 2025 101ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

CORPORATE GOVERNANCE | DIRECTORS’ RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing the Annual

Report and Accounts in accordance with applicable law

and regulations.

The UK Companies Act 2006 requires the Directors to

prepare financial statements for each financial period. Under

that law, the Directors have elected to prepare the Group

financial statements in accordance with UK adopted

international accounting standards and the Company

financial statements in accordance with applicable law and

United Kingdom Accounting Standards (United Kingdom

Generally Accepted Accounting Practice), including Financial

Reporting Standard 102 “The Financial Reporting Standard

applicable in the UK and Republic of Ireland”. Under

company law the Directors must not approve the financial

statements unless they are satisfied that they give a true and

fair view of the state of affairs of the Group and Company

and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are

required to:

• Select suitable accounting policies and then apply

them consistently

• Make judgements and accounting estimates that are

reasonable and prudent

• State whether applicable accounting standards have been

followed, subject to any material departures disclosed and

explained in the financial statements

• Prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the Group

and Company will continue in business

• Prepare a Directors’ Report, a Strategic Report, Directors’

Remuneration Report and Corporate Governance

Statement which comply with the requirements of the

Companies Act 2006

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Company

and enable them to ensure that the financial statements

comply with the requirements of the Companies Act 2006.

They are also responsible for safeguarding the assets of the

Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the Annual

Report and Accounts, taken as a whole, are fair, balanced,

and understandable and provides the information necessary

for shareholders to assess the Group’s performance,

business model and strategy.

The Company is required to make the Annual Report and

Accounts available on a website. The Company’s website

address is www.supermarketincomereit.com. Financial

statements are published on the Company’s website in

accordance with legislation in the United Kingdom

governing the preparation and dissemination of financial

statements, which may vary from such legislation in other

jurisdictions. The maintenance and integrity of the

Company’s website is the responsibility of the Directors.

The Directors’ responsibility also extends to the ongoing

integrity of the financial statements contained therein.

Responsibility Statement

The Directors confirm to the best of their knowledge:

• The Group financial statements prepared in accordance

with UK adopted international accounting standards and

the Company financial statements prepared in accordance

with applicable law and United Kingdom Accounting

Standards (United Kingdom Generally Accepted

Accounting Practice), including Financial Reporting

Standard 102 “The Financial Reporting Standard

applicable in the UK and Republic of Ireland, give a true

and fair view of the assets, liabilities, financial position

and profit or loss of the Group

• The Annual Report and Accounts include 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

they face

• The Annual Report and Accounts taken as whole, is fair,

balanced and understandable and the information

provided to shareholders is sufficient to allow them to

assess the Group’s performance, business model and

strategy

This Responsibility Statement was approved by the Board of

Directors and is signed on its behalf by

Nick Hewson

Chair

 September 

DIRECTORS’ RESPONSIBILITIES STATEMENT

SUPERMARKET INCOME REIT PLC 102 SUPERMARKET INCOME REIT PLC

FINANCIAL

STATEMENTS

FINANCIAL STATEMENTS

CONTENTS

FINANCIAL STATEMENTS

103 Independent Auditors’ Report

to the members of Supermarket Income

REIT PLC

110 Consolidated Statements

114 Notes to the Consolidated Financial

Statements

146 Company Financial Statements

148 Notes to the Company Financial

Statements

151 Unaudited Supplementary Information

156 Glossary

158 Contacts Information

ANNUAL REPORT 2025 103ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

FINANCIAL STATEMENTS | INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SUPERMARKET INCOME REIT PLC

Opinion on the financial statements

In our opinion:

• the financial statements give a true and fair view of the

state of the Group’s and of the Company’s affairs as at

30 June 2025 and of the Group’s profit for the year then

ended;

• the Group financial statements have been properly

prepared in accordance with UK adopted international

accounting standards;

• the Company financial statements have been properly

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice; and

• the financial statements have been prepared in

accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements of Supermarket

Income REIT plc (the ‘Company’) and its subsidiaries (the

’Group’) for the year ended 30 June 2025 which comprise

the Consolidated Statement of Comprehensive Income, the

Consolidated Statement of Financial Position, the Company

Statement of Financial Position, the Consolidated Statement

of Changes in Equity, the Company Statement of Changes in

Equity, the Consolidated Cash Flow Statement and notes to

the financial statements, including material and significant

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 Company financial statements is

applicable law and United Kingdom Accounting

Standards, including Financial Reporting Standard 102

The Financial Reporting Standard applicable in the UK

and Republic of Ireland (United Kingdom Generally

Accepted Accounting Practice).

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 believe

that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion. Our audit

opinion is consistent with the additional report to the

Audit and Risk Committee.

Independence

Following the recommendation of the Audit and Risk

Committee, we were appointed by the Directors in June

2017 to audit the financial statements for the thirteen-month

period ended 30 June 2018 and subsequent financial

periods. The period of total uninterrupted engagement

including retenders and reappointments is eight years,

covering the years ended 2018 to 2025. We remain

independent of the Group and the 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 public interest entities,

and we have fulfilled our other ethical responsibilities in

accordance with these requirements. The non-audit services

prohibited by that standard were not provided to the Group

or the Company.

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 evaluation of the Directors’ assessment of the Group’s

and the Company’s ability to continue to adopt the going

concern basis of accounting included:

• Using our knowledge of the Group and its market sector

together with the current economic environment to assess

the Directors’ identification of the inherent risks to the

Group’s and the Company’s business and how these might

impact the Group’s and the Company’s ability to remain a

going concern for the going concern period, being the

period to 30 September 2026, which is at least 12 months

from when the financial statements are authorised for

issue;

• Obtaining an understanding of the Directors’ process

for assessing going concern including an understanding

of the key assumptions used;

• We have reviewed the forecasts that support the

Directors’ going concern assessment and:

– Assessed the Group’s forecast cash flows and

challenged Management’s assumptions in comparison

to the current performance of the Group;

– Agreed the inputs into the forecasts to supporting

documentation for reasonableness based on contractual

agreements, where available; and

– Agreed the Group’s available borrowing facilities

and the related covenants to supporting financing

documentation and calculations.

• Analysing the sensitivities applied by the Directors’ stress

testing calculations and challenging the assumptions

made using our knowledge of the business and of the

current economic climate, to assess the reasonableness

of the downside scenarios selected;

• Obtaining current and forecast covenant calculations to

test for any potential current or future covenant breaches;

• Considering the covenant compliance headroom for

sensitivity to both future changes in investment property

valuations and the Group’s future financial performance;

• Considering Board minutes and evidence obtained

through the audit and challenged the Directors on the

identification of any contradictory information in the

forecasts and the resultant impact to the going concern

assessment; and

• Reviewing the disclosures in the financial statements

relating to going concern to check that the disclosure

is consistent with the circumstances.

SUPERMARKET INCOME REIT PLC 104 SUPERMARKET INCOME REIT PLC

FINANCIAL STATEMENTS | INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SUPERMARKET INCOME REIT PLC

CONTINUED

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 and the Company’s ability

to continue as a going concern for a period of at least twelve

months from when the financial statements are authorised

for issue.

In relation to the Company’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 Directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors

with respect to going concern are described in the relevant

sections of this report.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding

of the Group and its environment, the applicable financial

reporting framework and the Group’s system of internal

control. On the basis of this, we identified and assessed the

risks of material misstatement of the Group financial

statements including with respect to the consolidation

process. We then applied professional judgement to focus

our audit procedures on the areas that posed the greatest

risks to the Group financial statements. We continually

assessed risks throughout our audit, revising the risks where

necessary, with the aim of reducing the Group risk of

material misstatement to an acceptable level, in order to

provide a basis for our opinion.

Components in scope

The Group, through the subsidiaries, operates in the United

Kingdom and France in one segment, investment property.

The Group is considered a single component as it invests

only in supermarket assets with a single finance team and a

common IT system and internal control framework and as

such the audit approach included undertaking audit work

on the key risks of material misstatements identified for the

Group across the subsidiary entities. The Group’s single

Joint Venture has been considered as a separate component

due to its distinct governance and control structures, along

with risks being unique from the rest of the Group.

The Group audit engagement team performed full scope

audits in order to issue the Group and Company audit

opinion, including undertaking all of the audit work on the

risks of material misstatement identified in the key audit

matters section below. As a result of our audit approach, we

achieved coverage of 100% of rental income and 100% of

investment property valuations.

As part of performing our Group audit, we have determined

the components in scope as follows:

• The Company and its subsidiaries; and

• The Group’s single Joint Venture

For components in scope, we used a combination of risk

assessment procedures and further audit procedures to

obtain sufficient appropriate evidence. These further audit

procedures included:

• procedures on the entire financial information

of the component, including performing substantive

procedures; and

• procedures on one or more classes of transactions,

account balances or disclosures.

Procedures performed at the component level

We performed procedures to respond to Group risks of

material misstatement at the component level that included

the following.

Overview

 

Key audit matters Valuation of investment properties

 

Materiality Group financial statements as a whole

. million (: . million) based on % (: %) of Group total assets.

Component Component Name Entity Group Audit Scope

 Component  The Company and its

subsidiaries

Statutory audit and procedures on the entire financial information

of the component.

 Component  The Joint Venture Procedures on one or more classes of transactions, account balances

or disclosures.

ANNUAL REPORT 2025 105ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The Group engagement team has performed all procedures

directly and has not involved component auditors in the

Group audit.

Procedures performed centrally

We considered there to be a high degree of centralisation of

financial reporting, commonality of controls and similarity

of the Group’s activities and business lines. We therefore

designed and performed procedures centrally.

The Group operates a centralised IT function that supports

IT processes for certain components. This IT function is

subject to specified risk-focused audit procedures,

predominantly the testing of the relevant IT general controls

and IT application controls.

Changes from the prior year

The Group entered into a joint venture in the current year

which has been identified as a separate component for the

purpose of the audit on the basis that it has separate

governance structures and control mechanisms being a joint

venture. In addition to that, the joint venture presents risks

that are unique from the rest of Group.

Climate change

Our work on the assessment of potential impacts on climate-

related risks on the Group’s operations and financial

statements included:

• Enquiries and challenge of Management to understand

the actions they have taken to identify climate-related

risks and their potential impacts on the financial

statements and adequately disclose climate-related risks

within the annual report;

• Our own qualitative risk assessment taking into

consideration the sector in which the Group operates and

how climate change affects this particular sector; and

• Review of the minutes of Board, Audit and Risk

Committee and ESG Committee meetings and other

papers related to climate change and performed a risk

assessment as to how the impact of the Group’s

commitment as set out in the Group’s Sustainability and

TCFD Compliance Report may affect the financial

statements and our audit.

We challenged the extent to which climate-related

considerations, including the expected cash flows from the

initiatives and commitments have been reflected, where

appropriate, in Management’s going concern assessment

and viability assessment.

We also assessed the consistency of Management’s

disclosures included as ‘Statutory Other Information’

within the Strategic Report with our knowledge obtained

from the audit.

Based on our risk assessment procedures, we did not

identify there to be any Key Audit Matters materially

impacted by climate-related risks.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, 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) that 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.

SUPERMARKET INCOME REIT PLC 106 SUPERMARKET INCOME REIT PLC

FINANCIAL STATEMENTS | INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SUPERMARKET INCOME REIT PLC

CONTINUED

Key audit matter How the scope of our audit addressed the key audit matter

Valuation of

investment properties

As detailed in note ,

the Group owns

a portfolio of

investment properties

which, as described in the

accounting policy in note .,

are held at fair value in the

Group financial statements.

As described in the ‘significant

accounting judgements,

estimates and assumptions’

section of note , valuation

of investment properties

is a key area of estimation.

The Group’s investment property

portfolio is made up of standing assets

that are existing properties currently let.

They are valued using the income

capitalisation method, in accordance

with RICS methodology and IFRS 

Fair Value Measurement.

The valuation of investment properties

requires significant judgement and

estimates by the Directors, with the

assistance of the independent external

valuers appointed by Management and

is therefore considered a significant risk

due to the subjective nature of certain

assumptions inherent in each valuation.

Any input inaccuracies or unreasonable

bases used in the valuation judgements

(such as in respect of current or

estimated rental value and yield profile

applied) could result in a material

misstatement of the Group’s financial

statements.

There is also a risk of fraud in relation

to the valuation of the investment

properties where the Directors

may influence the significant

judgements and estimates in respect

of property valuations in order to

achieve property valuation and other

performance targets.

For these reasons we considered the

investment property valuations to be a

key audit matter.

Experience of valuers and relevance of their work

• We obtained the valuation report prepared by the independent

valuers and with the assistance of BDO in-house RICS qualified

valuation experts for both the UK and French regions, we

discussed the basis of the valuations with them, read the

valuation reports and confirmed that all valuations had been

prepared in accordance with applicable valuation guidelines and

the requirements of the applicable accounting standards and

were therefore appropriate for determining the carrying value in

the Group’s financial statements.

• We assessed the external valuers’ competency, qualifications,

independence and objectivity.

• We reviewed the terms of their engagement for any unusual

arrangements, limitations in the scope of their work or evidence

of Management bias.

Data provided to the valuers

• We validated the underlying data provided to the valuers

by Management. This data included inputs such as current rent

and lease terms, which we agreed on a sample basis to the

executed lease agreements as part of our audit work.

Assumptions and estimates used by the valuers

• With assistance from BDO in-house RICS qualified valuation

experts for both the UK and French regions, we developed yield

expectations on each property using available independent

industry data, reports and comparable transactions in the market

around the year end. Our auditor’s experts also attended the

meetings with the Group’s independent valuers to assist us in

assessing that explanations provided were appropriate and in

line with market knowledge.

• We compared the key valuation assumptions against our

independently formed market expectations (by reference to

market data based on the location and specifics of

each property).

• We discussed the assumptions used and the valuation

movement in the year with Management, the Directors and the

independent valuers. Where the valuation was outside of our

expected range we challenged the independent valuers on

specific assumptions and reasoning for the yields applied and

corroborated their explanations where relevant, including

agreeing to third party documentation. Further, we challenged

the appropriateness of the yields applied to the valuations

with the valuers and where possible obtained evidence of

comparable market transactions through independent sources.

Related disclosures in the financial statements

• We reviewed the appropriateness of the Group’s disclosures

within the financial statements in relation to the valuation

methodology, key valuation assumptions and valuation

sensitivity analysis.

Key observations

• Based on our work we consider assumptions adopted by the

Directors in the valuation were reasonable and the methodology

applied was appropriate.

ANNUAL REPORT 2025 107ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Our application of materiality

We apply the concept of materiality both in planning

and performing our audit, and in evaluating the effect of

misstatements. We consider materiality to be the magnitude

by which misstatements, including omissions, could

influence the economic decisions of reasonable users that

are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the

probability that any misstatements exceed materiality, we

use a lower materiality level, performance materiality, to

determine the extent of testing needed. Importantly,

misstatements below these levels will not necessarily

be evaluated as immaterial as we also take account

of the nature of identified misstatements, and the particular

circumstances of their occurrence, when evaluating their

effect on the financial statements as a whole.

Based on our professional judgement, we determined

materiality for the financial statements as a whole and

performance materiality as follows:

Specific materiality

We also determined that for other account balances and

classes of transactions that impact the calculation of

European Public Real Estate Association (“EPRA”) earnings

a misstatement of less than materiality for the financial

statements as a whole, specific materiality, could influence

the economic decisions of users. We consider EPRA

earnings to be a key performance measure of the Group.

EPRA earnings excludes the impact of the net gain on

revaluation of investment properties, loss on disposal of

investment properties, changes in the fair value of interest

rate derivatives as well as other non-operating and

exceptional items. As a result, we determined materiality

for these items to be £3.7 million (2024: £2.5 million), based

on 5% of EPRA earnings (2024: 5% of EPRA earnings). We

further applied a performance materiality level of 75% (2024:

75%) of specific materiality to ensure that the risk of errors

exceeding specific materiality was appropriately mitigated.

Component performance materiality

For the purposes of our Group audit opinion, we set

performance materiality for each component of the Group,

apart from the Company whose materiality and performance

materiality are set out above, based on a percentage of the

Group performance materiality. This is based on our

assessment of the risk of material misstatement of those

components. Component performance materiality was set

at £12.4 million and component specific materiality was set

at £2.7 million.

Reporting threshold

We agreed with the Audit and Risk Committee that we

would report to them all individual audit differences in

excess of £185,000 (2024: £125,000). We also agreed to

report differences below this threshold that, in our view,

warranted reporting on qualitative grounds.

Other information

The Directors are responsible for the other information.

The other information comprises the information included

in the document entitled Annual Report other than the

financial statements and our auditor’s report thereon.

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 the 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.

Group financial statements Company financial statements



m



m



m



m

Materiality . . . .

Basis for

determining materiality

Materiality for the Group financial statements was set at % of total assets (: %). This provides a basis for

determining the nature and extent of our risk assessment procedures, identifying and assessing the risk of material

misstatement and determining the nature and extent of further audit procedures. Materiality for the Company

financial statements was capped at % of the Group materiality (: % of Company’s total assets).

Rationale for the

benchmark applied

We determined that total assets would be the most appropriate basis for determining overall materiality as we

consider it to be the principal considerations for the users of the financial statements in assessing the financial

performance of the Group and the Company.

Performance materiality . . . .

Basis for determining

performance materiality

Performance materiality is set at an amount to reduce to an appropriate low level the probability that the

aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessment,

together with our assessment of the Group’s overall control environment, our judgement was that overall

performance materiality for the Group should be % (: %) of materiality. We determined that the same

measure as the Group was appropriate for the Company.

Rationale for the

percentage applied for

performance materiality

We determined that % of materiality would be appropriate based on our risk assessment, together with our

assessment of the Group’s and Company’s overall control environment, the low number of components, the low

value of brought forward adjustments impacting the current year and low value of expected misstatements, based

on past experience.

SUPERMARKET INCOME REIT PLC 108 SUPERMARKET INCOME REIT PLC

FINANCIAL STATEMENTS | INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SUPERMARKET INCOME REIT PLC

CONTINUED

Corporate governance statement

The UK 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 the Company’s compliance with the provisions of

the UK Corporate Governance Code 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.

Other Companies Act  reporting

Based on the responsibilities described below and our work

performed during the course of the audit, we are required

by the Companies Act 2006 and ISAs (UK) to report on

certain opinions and matters as described below.

Going concern and

longer-term viability

• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and

any material uncertainties identified set out on pages  to ; and

• The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and

why the period is appropriate set out on pages  to .

Other Code provisions

• Directors’ statement on fair, balanced and understandable set out on page ;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on

pages  to ;

• The section of the annual report that describes the review of effectiveness of risk management and internal control

systems set out on page ; and

• The section describing the work of the Audit and Risk Committee set out on page .

Strategic report and

Directors’ report

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’ report for the financial year for which the financial

statements are prepared is consistent with the financial statements; and

• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the

course of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.

Directors’

remuneration

In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance

with the Companies Act .

Matters on which we

are required to report

by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act  requires

us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the Company financial statements and the part of the Directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; 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.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities

statement, 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 Company’s

ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either

intend to liquidate the Group or the Company or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the

financial statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and

to issue an 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.

ANNUAL REPORT 2025 109ANNUAL REPORT 2025

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Extent to which the audit was capable of detecting

irregularities, including fraud

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above,

to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are

capable of detecting irregularities, including fraud is

detailed below:

Non-compliance with laws and regulations

Based on:

• Our understanding of the Group and the industry in

which it operates;

• Discussion with Management, the Audit and Risk

Committee and those charged with governance; and

• Obtaining an understanding of the Group’s policies and

procedures regarding compliance with laws and regulations,

We considered the significant laws and regulations to be the

applicable accounting framework, the Companies Act 2006,

UK Listing Rules, UK VAT regulations, Employment taxes

and the UK Real Estate Investment Trust (REIT) regime, and

we considered the extent to which non-compliance might

have a material effect on the Group financial statements.

Our procedures in response to the above included:

• In order to address the risk of non-compliance with the

REIT regime, considering a report from the Group’s

external adviser, detailing the actions that the Group has

undertaken to ensure compliance. This paper was

reviewed and the assumptions challenged, with the

assistance of our own internal tax expert;

• Review of correspondence with regulatory authorities for

any instances of non compliance with laws and

regulations, if any;

• Agreeing the financial statement disclosures to underlying

supporting documentation where relevant; and

• Review of Board and Committee meeting minutes and

enquiries with Management and the Directors for any

known or suspected instances of non-compliance with

laws and regulations.

Irregularities including fraud

We assessed the susceptibility of the financial statements to

material misstatement, including fraud. Our risk assessment

procedures included:

• Enquiry with Management, Audit and Risk Committee

and those charged with governance regarding any known

or suspected instances of fraud;

• Obtaining an understanding of the Group’s policies and

procedures relating to:

– Detecting and responding to the risks of fraud; and

– Internal controls established to mitigate risks related

to fraud.

• Review of minutes of meetings of those charged with

governance for any known or suspected instances of fraud;

• Discussion amongst the engagement team as to how and

where fraud might occur in the financial statements;

• Performing analytical procedures to identify any unusual

or unexpected relationships that may indicate risks of

material misstatement due to fraud; and

• Considering remuneration incentive schemes and

performance targets and the related financial statement

areas impacted by these.

Based on our risk assessment, we considered the areas most

susceptible to fraud to be investment property valuations

and management override of controls.

Our procedures in response to the above included:

• Addressing the risk of management override of controls

by testing a sample of journal entries processed during

the year, agreeing to supporting documentation and

evaluating whether there was evidence of bias by

Management or the Directors that represented a risk

of material misstatement due to fraud; and

• Our responses to the valuation of investment properties

risk are set out in the key audit matters section above.

We also communicated relevant identified laws and

regulations and potential fraud risks to all engagement

team members, who were deemed to have the appropriate

competence and capabilities, and remained alert to any

indications of fraud or non-compliance with laws and

regulations throughout the audit.

Our audit procedures were designed to respond to risks

of material misstatement in the financial statements,

recognising that the risk of not detecting a material

misstatement due to fraud is higher than the risk of not

detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery,

misrepresentations or through collusion. There are inherent

limitations in the audit procedures performed and the

further removed non-compliance with laws and regulations

is from the events and transactions reflected in the financial

statements, the less likely we are to become aware of it.

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.

Use of our 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.

Charles Ellis (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

16 September 2025

BDO LLP is a limited liability partnership registered in

England and Wales (with registered number OC305127).

SUPERMARKET INCOME REIT PLC 110

		Year to	Year to
		30 June 2025	30 June 2024
	Notes	£’000	£’000
Gross rental income	4	114,009	107,851
Service charge income	4	9,044	6,822
Service charge expense	5	(9,819)	(7,441)
Net Rental Income		113,234	107,232
Administrative and other expenses	6	(14,469)	(15,218)
Operating profit before changes in fair value of investment properties, share of income from joint venture and loss on disposals		98,765	92,014
Changes in fair value of investment properties	14	28,001	(65,825)
Other income		305	–
Termination fee	6,31	(20,800)	–
Share of income from joint venture	16	1,540	–
Loss on disposal of investment properties		(1,327)	–
Operating profit		106,484	26,189
Finance income	10	19,688	23,781
Finance expense	10	(46,673)	(40,043)
Changes in fair value of interest rate derivatives	21	(18,842)	(31,251)
Profit/(loss) before taxation		60,657	(21,324)
Tax credit for the year	11	871	140
Profit/(loss) for the year		61,528	(21,184)
Items to be reclassified to profit or loss in subsequent periods
Fair value movements of interest rate derivatives	21	(1,539)	(1,765)
Foreign exchange movement		(144)	32
Total comprehensive income for the year		59,845	(22,917)
Total comprehensive income for the year attributable to ordinary Shareholders		59,845	(22,917)
Earnings/(loss) per share – basic and diluted	12	4.9 pence	(1.7) pence

The accompanying notes on pages 114 to 145 form an integral part of these Group Financial Statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2025

ANNUAL REPORT 2025 111

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

		As at	As at
		30 June 2025	30 June 2024
	Notes	£’000	£’000
Non-current assets
Investment properties	14	1,415,819	1,768,216
Investment in joint venture	16	96,556	–
Financial asset at amortised cost	17	11,235	11,023
Interest rate derivatives	21	3,133	15,741
Deferred tax asset	23	1,011	140
Equipment		32	–
Total non-current assets		1,527,786	1,795,120
Current assets
Interest rate derivatives	21	8,091	15,708
Trade and other receivables	18	119,612	11,900
Cash and cash equivalents		95,281	38,691
Total current assets		222,984	66,299
Total assets		1,750,770	1,861,419
Non-current liabilities
Bank borrowings	22	603,602	597,652
Trade and other payables	20	1,672	1,045
Total non-current liabilities		605,274	598,697
Current liabilities
Bank borrowings	22	-	96,516
Deferred rental income		19,601	24,759
Trade and other payables	20	22,643	21,973
Total current liabilities		42,244	143,248
Total liabilities		647,518	741,945
Net assets		1,103,252	1,119,474
Equity
Share capital	25	12,462	12,462
Share premium reserve	25	500,386	500,386
Capital reduction reserve	25	553,113	629,196
Share based payment reserve		16	–
Cash flow hedge reserve	26	–	1,539
Other reserves		(112)	32
Retained earnings		37,387	(24,141)
Total equity		1,103,252	1,119,474
Net asset value per share – basic	30	88.5 pence	89.8 pence
Net asset value per share – diluted	30	88.4 pence	89.8 pence
EPRA NTA per share	30	87.1 pence	87.0 pence

The consolidated financial statements were approved and authorised for issue by the Board of Directors on 16 September 2025 and

were signed on its behalf by:

Nick Hewson

Chair

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

SUPERMARKET INCOME REIT PLC 112

		Share	Capital	Share based	Cash flow
	Share	premium	reduction	payment	hedge	Other	Retained
	capital	reserve	reserve	reserve	reserve	reserve	earnings	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
As at 1 July 2024	12,462	500,386	629,196	-	1,539	32	(24,141)	1,119,474
Comprehensive income for the year:
Profit for the year	–	–	–	–	–	–	61,528	61,528
Recycled from comprehensive income to profit and loss	–	–	–	–	(1,539)	–	–	(1,539)
Other comprehensive income	–	–	–	–	–	(144)	–	(144)
Total comprehensive Income
for the year	–	–	–	–	(1,539)	(144)	61,528	59,845
Transactions with owners
Equity-settled share-based
transactions	–	–	–	16	–	–	–	16
Interim dividends paid	–	–	(76,083)	–	–	–	–	(76,083)
As at 30 June 2025	12,462	500,386	553,113	16	-	(112)	37,387	1,103,252

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2024

		Share	Cash flow		Capital
	Share	premium	hedge	Other	reduction	Retained
	capital	reserve	reserve	reserve	reserve	earnings	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
As at 1 July 2023	12,462	500,386	3,304	–	704,531	(2,957)	1,217,726
Comprehensive income for the year
Loss for the year	–	–	–	–	–	(21,184)	(21,184)
Recycled from comprehensive income
to profit and loss	–	–	(1,154)	–	–	–	(1,154)
Other comprehensive income	–	–	(611)	32	–	–	(579)
Total comprehensive income
for the year	–	–	(1,765)	32	–	(21,184)	(22,917)
Transactions with owners
Interim dividends paid	–	–	–	–	(75,335)	–	(75,335)
As at 30 June 2024	12,462	500,386	1,539	32	629,196	(24,141)	1,119,474

The accompanying notes on pages 114 to 145 form an integral part of these Group Financial Statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

ANNUAL REPORT 2025 113

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

		Year to	Year to
		30 June 2025	30 June 2024
	Notes	£’000	£’000
Operating activities
Profit/(loss) for the year		61,528	(21,184)
Adjustments for:
Tax credit		(871)	(140)
Changes in fair value of interest rate derivatives measured at fair value through profit and loss		18,842	31,251
Changes in fair value of investment properties	14	(28,001)	65,825
Movement in rent smoothing and lease incentive adjustments	4	(2,315)	(2,434)
Amortisation of lease fees		59	18
Finance income	10	(19,688)	(23,781)
Finance expense	10	46,673	40,043
Share of income from joint venture		(1,540)	–
Loss on disposal of investment property		1,327	–
Share based payment movement		16	–
Foreign exchange movements		(309)	–
Cash flows from operating activities before changes in working capital		75,721	89,598
Increase in trade and other receivables		(4,234)	(2,996)
(Decrease)/increase in deferred rental income		(5,156)	3,202
(Decrease)/increase in trade and other payables		(197)	2,252
Net cash flows from operating activities		66,134	92,056
Investing activities
Acquisition of equipment		(32)	-
Acquisition and development of investment properties	14	(78,355)	(136,184)
Capitalised costs		(4,102)	(10,266)
Disposal of investment properties		262,665	-
Bank interest received		113	78
Receipts from other financial assets		290	290
Settlement of Joint Venture carried interest		-	(7,500)
Proceeds from disposal of Joint Venture		–	134,912
Net cash flows from/(used in) investing activities		180,579	(18,670)
Financing activities
Bank borrowings drawn	24	371,305	217,560
Bank borrowings repaid	24	(463,635)	(191,077)
Loan arrangement fees paid		(2,156)	(1,318)
Bank interest paid		(44,404)	(35,275)
Settlement of interest rate derivatives		21,176	21,182
Sale of interest rate derivatives	21	3,249	38,482
Purchase of interest rate derivative	21	(1,169)	(45,364)
Bank commitment fees paid		(669)	(1,031)
Dividends paid to equity holders		(73,820)	(75,335)
Net cash flows used in financing activities		(190,123)	(72,176)
Net increase in cash and cash equivalents in the year		56,590	1,210
Cash and cash equivalents at the beginning of the year		38,691	37,481
Cash and cash equivalents at the end of the year		95,281	38,691

The accompanying notes on pages 114 to 145 form an integral part of these Group Financial Statements.

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUPERMARKET INCOME REIT PLC 114

1. Basis of preparation

General information

Supermarket Income REIT plc (the “Company”) is a company registered in England and Wales with its registered office at 3

Floor, 10 Bishops Square, London, E1 6EG. The principal activity of the Company and its subsidiaries (the “Group”) is to provide its

Shareholders with an attractive level of income together with the potential for capital growth by investing in a diversified portfolio of

supermarket real estate assets in the UK.

At 30 June 2025 the Group comprised the Company and its wholly owned subsidiaries as set out in Note 15.

Basis of preparation

These consolidated financial statements cover the year to 30 June 2025, including comparative figures relating to the year to

30 June 2024, and include the results and net assets of the Group.

The consolidated financial statements have been prepared in accordance with:

• UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies

reporting under those standards; and

• The Disclosure and Transparency Rules of the Financial Conduct Authority.

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, other than where new policies that were not previously relevant to

the Group’s operations have been adopted.

Going concern

In light of the current macroeconomic backdrop, the Directors have placed a particular focus on the appropriateness of adopting the

going concern basis in preparing the Group’s and Company’s financial statements for the year ended 30 June 2025. In assessing the

going concern basis of accounting the Directors have had regard to the guidance issued by the Financial Reporting Council.

Liquidity

At 30 June 2025, the Group had £95.3 million in cash and undrawn committed facilities totalling £117.0 million with no capital

commitments or contingent liabilities.

After the year end, the Group also increased its direct debt capacity from £724.0 million to £974.0 million, leaving undrawn

committed facilities of £350.0 million available.

The Directors are of the belief that the Group continues to be well funded during the going concern period with no concerns over

its liquidity.

Refinancing events

At the date of signing the financial statements, the £104.5 million SMBC facilities fall due for repayment during the going concern

period. The Group has £350.0 million debt capacity which can be utilised to refinance the SMBC facility in September 2026, whilst

there remains the option to extend this facility.

Covenants

The Group’s debt facilities include covenants in respect of LTV, interest cover, unencumbered assets and priority debt.

The Directors have evaluated a number of scenarios as part of the Group’s going concern assessment and considered the impact of

these scenarios on the Group’s continued compliance with debt covenants. The key assumptions that have been sensitised within

these scenarios are falls in rental income and increases in administrative cost inflation.

As at the date of issuance of this Annual Report 100% of contractual rent for the period has been collected. The Group benefits from

a secure income stream from its property assets that are let to tenants with excellent covenant strength under long leases that are

subject to upward only rent reviews.

The list of scenarios are below and are all on top of the base case model which includes prudent assumptions on valuations and cost

inflation. The Group is 100% fixed or hedged (including post period end refinancings). No sensitivity for movements in interest rates

have been modelled for the hedged debt during the going concern assessment period.

Scenario	Rental Income	Costs
Base case scenario (Scenario 1)	100% contractual rent received when due	In line with Company FY26 budget and
	and rent reviews based on forward looking	increased by inflation thereafter.
	inflation curve, capped at the contractual
	rate of the individual leases.
Scenario 2	Rental income to fall by 20%	Costs expected to remain the same as the
		base case.
Scenario 3	Rental income expected to remain the	10% increases on base case costs to all
	same as the base case.	administrative expenses

ANNUAL REPORT 2025 115

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

1. Basis of preparation continued

The Group continues to maintain covenant compliance throughout the going concern assessment period under each of the scenarios

modelled. The lowest amount of ICR headroom experienced in the worst-case stress scenarios was 18.3%. Property values would

have to fall by more than 40.5% before LTV covenants are breached against 30 June 2025 Group valuations.

Having reviewed and considered the scenarios, the Directors consider that the Group has adequate resources in place for at least

12 months from the date of these results and have therefore adopted the going concern basis of accounting in preparing the

Annual Report.

Accounting convention and currency

The consolidated financial statements (the “financial statements”) have been prepared on a historical cost basis, except that

investment properties, equity-settled share based payments and interest rate derivatives measured at fair value.

The financial statements are presented in Pounds Sterling and all values are rounded to the nearest thousand (£’000), except where

otherwise indicated. Pounds Sterling is the functional currency of the Company and the presentation currency of the Group.

Euro denominated results of the French operation have been converted to Sterling at the average exchange rate for the year or from

the period from acquisition to 30 June 2025 of €1:£0.85, which is considered not to produce materially different results from using the

actual rates at the date of the transactions. Year end balances have been converted to sterling at the 30 June 2025 exchange rate of

€1:£0.86. The accounting policy for foreign currency translation is in note 2.

Adoption of new and revised standards

There were a number of new standards and amendments to existing standards which are required for the Group’s accounting period

beginning on 1 July 2024.

The following amendments are effective for the period beginning 1 July 2024:

– Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)

There was no material effect from the adoption of the above-mentioned amendments to IFRS effective in the period. They have

no significant impact to the Group as they are either not relevant to the Group’s activities or require accounting which is already

consistent with the Group’s current accounting policies.

In the current financial year, the Group has adopted a number of minor amendments to standards effective in the year issued by the

IASB as adopted by the UK Endorsement Board, none of which have had a material impact on the Group.

There was no material effect from the adoption of other amendments to IFRS effective in the year. They have no significant impact on

the Group as they are either not relevant to the Group’s activities or require accounting which is consistent with the Group’s current

accounting policies.

Standards and interpretations in issue not yet adopted

The following are new standards, interpretations and amendments, which are not yet effective, and have not been early adopted in

these financial statements, that will or may have an effect on the Group’s future financial statements:

• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

• IFRS 18 Presentation and Disclosure in Financial Statements

• IFRS 19 Subsidiaries without Public Accountability: Disclosures

The Group expects to review and determine the impact of the new standards on the Group’s reporting and financial statements over

the coming financial year.

There are other new standards and amendments to standards and interpretations which have been issued that are effective in future

accounting periods, and which the Group has decided not to adopt early. None of these are expected to have a material impact on the

condensed consolidated financial statements of the Group.

Significant accounting judgements, estimates and assumptions

The preparation of these financial statements in accordance with IFRS requires the Directors of the Company to make judgements,

estimates and assumptions that affect the reported amounts recognised in the financial statements.

Key estimate: Fair value of investment properties

The fair value of the Group’s investment properties is determined by the Group’s independent valuer on the basis of market value

in accordance with the RICS Valuation – Global Standards (the “Red Book”). Recognised valuation techniques are used by the

independent valuer which are in accordance with those recommended by the International Valuation Standard Committee and

compliant with IFRS 13 ‘Fair Value Measurement.’

The independent valuer did not include any material valuation uncertainty clause in relation to the valuation of the Group’s investment

property for 30 June 2025 or 30 June 2024.

The independent valuer is considered to have sufficient current local and national knowledge of the supermarket property market and

the requisite skills and understanding to undertake the valuation competently.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 116

1. Basis of preparation continued

In forming an opinion as to fair value, the independent valuer makes a series of assumptions, which are typically market-related,

such as those in relation to net initial yields and expected rental values. These are based on the independent valuer’s professional

judgement. Other factors taken into account by the independent valuer in arriving at the valuation of the Group’s investment

properties include the length of property leases, the location of the properties and the strength of tenant covenants.

The fair value of the Group’s investment properties as determined by the independent valuer, along with the significant methods and

assumptions used in estimating this fair value, are set out in note 14.

Key judgement: Acquisition of investment properties

The Group has acquired and intends to acquire further investment properties. At the time of each purchase the Directors assess

whether an acquisition represents the acquisition of an asset or the acquisition of a business.

Under the Definition of a Business (Amendments to IFRS 3 “Business Combinations”), to be considered as a business, an acquired

set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to

the ability to create outputs. The optional ‘concentration test’ is also applied, where if substantially all of the fair value of gross assets

acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business.

During the year, the Group completed two acquisitions; this includes the acquisition of nine

French properties in a single transaction.

In both cases the concentration test was applied and met, resulting in the acquisitions being accounted for as asset purchases.

Key judgement: Sale and leaseback transactions

The Group acquires properties under a sale and leaseback arrangement. At the time of the purchase the Directors assess whether the

acquisition represents a true sale to determine whether the assets can be accounted for as Investment Properties under IFRS 16.

Under IFRS 15, for the transfer of an asset to be accounted for as a true sale, satisfying a performance obligation of transferring

control of an asset must be met for this to be deemed a property transaction and accounted for under IFRS 16.

During the year, the Group acquired nine

stores (2024: 17 stores) in France under sale and leaseback arrangements. The terms of

the sale and underlying lease were reviewed for indicators of control and deemed that the significant risks and rewards to ownership

were transferred to the Group and therefore was accounted for as an investment property acquisition.

Key judgement: Joint ventures – joint control

During the year, the Group entered into a 50:50 Joint Venture (JV) with funds managed by Blue Owl Capital (“Blue Owl”). This was

seeded with eight supermarket properties from the Group’s existing portfolio which had a combined investment property value

of £403.3 million. The classification and accounting treatment of the Joint Venture Interest in the Group’s consolidated financial

statements is subject to judgement due to the significance of the transaction. By reference to the contractual arrangements and deeds

that regulate the joint venture, it was necessary to determine whether the Group, together with the other key parties had the ability to

jointly control the structure through their respective rights as defined by the contractual arrangements and deeds of the structure.

The Board of Directors of Arthur JV Limited, being the parent company of the JV structure, is split equally between Supermarket

Income REIT plc and Blue Owl representatives. Decisions of the JV require unanimous consent since there are equal voting rights and

an equal economic interest in the net assets of the JV.

The Directors therefore concluded that through its JV interest, the Group has joint control of the joint venture and as such is accounted

for using the equity method of accounting under IAS 28.

2. Summary of material accounting policies

The material accounting policies applied in the preparation of the consolidated financial statements are set out below.

2.1. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries drawn up to

30 June 2025.

Subsidiaries are those entities including special purpose entities, directly or indirectly controlled by the Company. Control exists when

the Company is exposed or has rights to variable returns from its investment with the investee and has the ability to affect those returns

through its power over the investee. In assessing control, potential voting rights that presently are exercisable are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences

until the date that control ceases.

In preparing the consolidated financial statements, intra group balances, transactions and unrealised gains or losses are

eliminated in full.

Uniform accounting policies are adopted for all entities within the Group.

. Includes one store for which the Company had signed a conditional purchase to buy and which completed post year end.

ANNUAL REPORT 2025 117

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

2. Summary of material accounting policies continued

2.2. Rental income

Rental income arising on investment properties is accounted for in profit or loss on a straight-line basis over the lease term, as

adjusted for the following:

• Any rental income from fixed and minimum guaranteed rent review uplifts is recognised on a straight-line basis over the lease term,

variable lease uplift calculations are not rebased when a rent review occurs and the variable payment becomes fixed; and

• Lease incentives and initial costs to arrange leases are spread evenly over the lease term, even if payments are not made on such

a basis. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the

option to continue the lease, where, at the inception of the lease, the Directors are reasonably certain that the tenant will exercise

that option.

Contingent rents, such as those arising from indexed-linked rent uplifts or market based rent reviews, are recognised in the period in

which they are earned.

Where income is recognised in advance of the related cash flows due to fixed and minimum guaranteed rent review uplifts or lease

incentives, an adjustment is made to ensure that the carrying value of the relevant property, including the accrued rent relating to

such uplifts or lease incentives, does not exceed the external valuation.

Rental income is invoiced in advance with that element of invoiced rental income that relates to a future period being included within

deferred rental income in the consolidated statement of financial position.

Surrender premiums received in the period are included in rental income.

Leases classified under IFRS 9 as financial assets recognise income received from the tenant between finance income and a reduction

of the asset value, based on the interest rate implicit in the lease.

2.3. Service charge income

Service charge income represents amounts billed to tenants for services provided in conjunction with leased properties based on

budgeted service charge expenditure for a given property over a given service charge year. The Company recognises service charge

income on a straight-line basis over the service charge term.

2.4. Service charge expense

Service charge expense represents a wide range of costs related to the operation and upkeep of the leased properties. These costs

are allocated and charged to tenants based on agreed terms and calculations as outlined in the lease agreements with a portion being

borne by the landlord where agreed.

2.5. Finance income

Finance income consists principally of interest receivable from interest rate derivatives and income from financial assets held at

amortised cost. An adjustment is applied to reclassify amounts received upon periodic settlement of interest rate derivatives assets

from change in fair value to interest income.

2.6. Finance expense

Finance expenses consist principally of interest payable and the amortisation of loan arrangement fees.

Loan arrangement fees are expensed using the effective interest method over the term of the relevant loan. Interest payable and

other finance costs, including commitment fees, which the Group incurs in connection with bank borrowings, are expensed in the

period to which they relate.

2.7. Administrative and other expenses

Administrative and other expenses, including the investment advisory fees payable to the Investment Adviser, are recognised as

a profit or loss on an accruals basis.

2.8. Share based payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the

statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting

the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised

over the vesting period is based on the number of options that eventually vest. Non-market vesting conditions and market vesting

conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made

irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve

a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured

immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining vesting

period. Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged

with the fair value of services received.

2.9. Dividends payable to Shareholders

Dividends to the Company’s Shareholders are recognised when they become legally payable, as a reduction in equity in the financial

statements. Interim equity dividends are recognised when paid. Final equity dividends will be recognised when approved by

Shareholders at an AGM.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 118

2. Summary of material accounting policies continued

2.10. Taxation

Non-REIT taxable income

Taxation on the Group’s profit or loss for the year that is not exempt from tax under the UK-REIT regulations comprises current

and deferred tax, as applicable. Tax is recognised in profit or loss except to the extent that it relates to items recognised as direct

movements in equity, in which case it is similarly recognised as a direct movement in equity.

Deferred tax is provided in full using the Balance Sheet liability method on temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is determined using

tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the asset is realised or

the liability is settled.

Deferred tax assets are recognised to the extent that it is probable that suitable taxable profits will be available against which

deductible temporary differences can be utilised.

Current tax is tax payable on any non-REIT taxable income for the year, using tax rates enacted or substantively enacted at the end of

the relevant period.

Entry to the UK-REIT regime

The Group obtained its UK-REIT status effective from 21 December 2017. Entry to the regime results in, subject to continuing relevant

UK-REIT criteria being met, the profits of the Group’s property rental business, comprising both income and capital gains, being

exempt from UK taxation.

The Group intends to ensure that it complies with the UK-REIT regulations on an on-going basis and regularly monitors the conditions

required to maintain REIT status.

2.11. Investment properties

Investment properties consist of land and buildings which are held to earn income together with the potential for capital growth.

Investment properties are recognised when the risks and rewards of ownership have been transferred and are measured initially at

cost, being the fair value of the consideration given, including transaction costs. Where the purchase price (or proportion thereof)

of an investment property is settled through the issue of new ordinary shares in the Company, the number of shares issued is such

that the fair value of the share consideration is equal to the fair value of the asset being acquired. Transaction costs include transfer

taxes and professional fees for legal services. Any subsequent capital expenditure incurred in improving investment properties is

capitalised in the period incurred and included within the book cost of the property. All other property expenditure is written off in

profit or loss as incurred.

After initial recognition, investment properties are measured at fair value, with gains and losses recognised in profit or loss in the

period in which they arise.

Gains and losses on disposals of investment properties will be determined as the difference between the net disposal proceeds and

the carrying value of the relevant asset. These will be recognised in profit or loss in the period in which they arise.

2.12. Foreign currency transactions

Foreign currency transactions are translated to the respective functional currency of Group entities at the foreign exchange rate ruling

on the transaction date. Foreign exchange gains and losses resulting from settling these, or from retranslating monetary assets and

liabilities held in foreign currencies, are booked in the Income Statement. The exception is for foreign currency loans and derivatives

that hedge investments in foreign subsidiaries, where exchange differences are booked in other reserves until the investment

is realised.

Assets and liabilities of foreign entities are translated into sterling at exchange rates ruling at the Balance Sheet date. Their income,

expenses and cash flows are translated at the average rate for the period or at spot rate for significant items. Resultant exchange

differences are booked in Other Comprehensive Income and recognised in the Group Income Statement when the operation is sold.

Exchange difference on non-monetary items measured at fair value through profit or loss, being the value movement of the

investment properties, are recognised as part of the total fair value movement for the portfolio.

2.13. Financial assets and liabilities

Financial assets and liabilities are recognised when the relevant Group entity becomes a party to the unconditional contractual terms

of an instrument. Unless otherwise indicated, the carrying amounts of financial assets and liabilities are considered by the Directors to

be reasonable estimates of their fair values.

ANNUAL REPORT 2025 119

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2. Summary of material accounting policies continued

Financial assets

Financial assets are recognised initially at their fair value. All of the Group’s financial assets, except interest rate derivatives, are held

at amortised cost using the effective interest method, less any impairment.

For assets where changes in cash flows are linked to changes in an inflation index, the Group updates the effective interest rate

at the end of each reporting period and this is reflected in the carrying amount of the asset in each reporting period until the asset

is derecognised.

Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and short-term deposits in banks with an original maturity of three months or less.

Trade and other receivables

Trade and other receivables, including rents receivable, are recognised and carried at the lower of their original invoiced value and

recoverable amount. Provisions for impairment are calculated using an expected credit loss model. Balances will be written-off in

profit or loss in circumstances where the probability of recovery is assessed as being remote.

Trade and other payables

Trade and other payables are recognised initially at their fair value and subsequently at amortised cost.

Bank borrowings

Bank borrowings are initially recognised at fair value net of attributable transaction costs. After initial recognition, bank borrowings

are subsequently measured at amortised cost, using the effective interest method. The effective interest rate is calculated to include

all associated transaction costs.

In the event of a modification to the terms of a loan agreement, the Group considers both the quantitative and qualitative impact of the

changes. Where a modification is considered substantial, the existing facility is treated as settled and the new facility is recognised.

Where the modification is not considered substantial, the carrying value of the liability is restated to the present value of the cash

flows of the modified arrangement, discounted using the effective interest rate of the original arrangement. The difference is

recognised as a gain or loss on refinancing through the statement of comprehensive income.

Derivative financial instruments and hedge accounting

The Group’s derivative financial instruments currently comprise of interest rate swaps/caps. Derivatives designated as hedging

instruments utilise hedge accounting under IAS 39. Derivatives not designated under hedge accounting are accounted for

under IFRS 9.

These instruments are used to manage the Group’s cash flow interest rate risk.

The instruments are initially recognised at fair value on the date that the derivative contract is entered into, being the cost of any

premium paid at inception, and are subsequently re-measured at their fair value at each reporting date.

Derivatives are classified as current or non-current based on their settlement timing, with portions due within 12 months of the

balance sheet date classified as current and those settling later as non-current.

Fair value measurement of derivative financial instruments

The fair value of derivative financial instruments is the estimated amount that the Group would receive or pay to terminate the

agreement at the period end date, taking into account current interest rate expectations and the current credit rating of the relevant

group entity and its counterparties.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure

fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to the fair value

measurement as a whole.

A number of assumptions are used in determining the fair values including estimations over future interest rates and therefore future

cash flows. The fair value represents the net present value of the difference between the cash flows produced by the contract rate and

the valuation rate.

Hedge accounting

At the inception of a hedging transaction, the Group documents the relationship between hedging instruments and hedged items, as

well as its risk management objectives and strategy for undertaking the hedging transaction.

The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used

in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 120

2. Summary of material accounting policies continued

Assuming the criteria for applying hedge accounting continue to be met the effective portion of gains and losses on the revaluation of

such instruments are recognised in other comprehensive income and accumulated in the cash flow hedging reserve. Any ineffective

portion of such gains and losses will be recognised in profit or loss within finance income or expense as appropriate. The cumulative

gain or loss recognised in other comprehensive income is reclassified from the cash flow hedge reserve to profit or loss (finance

expense) at the same time as the related hedged interest expense is recognised.

Interest rate derivatives that do not qualify under hedge accounting are carried in the Group Statement of Financial Position at fair

value, with changes in fair value recognised in the Group Statement of Comprehensive Income, net of interest receivable/payable

from the derivatives shown in the finance income or expense line.

2.14. Equity instruments

Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of directly attributable issue

costs. Costs not directly attributable to the issue are immediately expensed in profit or loss.

No shares were issued in the period.

2.15. Fair value measurements and hierarchy

Fair value is the price that would be received on the sale of an asset, or paid to transfer a liability, in an orderly transaction between

market participants at the measurement date. The fair value measurement is based on the presumption that the transaction takes

place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous

market. It is based on the assumptions that market participants would use when pricing the asset or liability, assuming they act in

their economic best interest. A fair value measurement of a non-financial asset takes into account the best and highest value use

for that asset.

The fair value hierarchy to be applied under IFRS 13 is as follows:

Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or

indirectly observable.

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are carried at fair value and which will be recorded in the financial statements on a recurring basis, the

Group will determine whether transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of

each reporting period.

3. Operating Segments

Operating segments are identified on the basis of internal financial reports about components of the Group that are regularly

reviewed by the chief operating decision maker (which in the Group’s case is the Board) in order to allocate resources to the

segments and to assess their performance.

The internal financial reports contain financial information at a Group level as a whole and there are no reconciling items between the

results contained in these reports and the amounts reported in the consolidated financial statements. These internal financial reports

include the IFRS figures but also report the non-IFRS figures for the EPRA and alternative performance measures as disclosed in

Notes 12, 30 and the Additional Information.

The Group’s property portfolio comprises investment property. The Board considers that all the properties have similar economic

characteristics. Therefore, in the view of the Board, there is one reportable segment.

The geographical split of revenue and material applicable non-current assets was:

	Year to	Year to
	30 June 2025	30 June 2024
Revenue	£’000	£’000
UK	108,593	107,063
France	5,416	788
	114,009	107,851

	Year to	Year to
	30 June 2025	30 June 2024
Investment Properties	£’000	£’000
UK	1,320,430	1,704,280
France	95,389	63,936
	1,415,819	1,768,216

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4. Gross rental income

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Rental income – freehold property	64,172	58,345
Rental income – long leasehold property	49,837	49,063
Lease surrender income	–	443
Gross rental income	114,009	107,851

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Service charge recoverable	7,387	6,201
Property insurance recoverable	980	621
Property tax recoverable	677	–
Total property insurance and service charge income	9,044	6,822
Total property income	123,053	114,673

Included within rental income is a £1,909,000 (2024: £2,197,000) rent smoothing adjustment that arises as a result of IFRS 16 ‘Leases’

requiring that rental income in respect of leases with rents increasing by a fixed percentage be accounted for on straight-line basis

over the lease term. During the year this resulted in an increase in rental income and an offsetting entry being recognised in profit or

loss as an adjustment to the investment property revaluation.

Also included in rental income is a £406,000 (2024: £237,000) adjustment for lease incentives. Tenant lease incentives are recognised

on a straight-line basis over the lease term as an adjustment to rental income. During the year this resulted in an increase in rental

income and an offsetting entry being recognised in profit or loss as an adjustment to the investment property revaluation.

On an annualised basis, rental income comprises £41,887,000 (2024: £54,258,000) relating to the Group’s largest tenant and

£31,032,000 (2024: £30,790,000) relating to the Group’s second largest tenant. There were no further tenants representing more

than 10% of annualised gross rental income during either year.

5. Service charge expense

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Service charge expenses	8,000	6,727
Property insurance expenses	1,139	714
Property tax expenses	680	–
Total property insurance and service charge expense	9,819	7,441

6. Administrative and other expenses

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Investment Adviser fees (Note 31)	6,793	9,472
Directors’ Fees (Note 8)	499	410
Staff costs (Note 9)	555	–
Corporate administration fees	1,212	1,049
Legal and professional fees	2,880	1,475
Other administrative expenses	2,530	2,812
Total administrative and other expenses	14,469	15,218

During the year, the Company internalised its previously outsourced management function (See note 31) for more information.

The expense paid to Atrato Group of £20.8 million is disclosed separately on the statement of comprehensive income as a one-off

material restructuring event.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 122

7. Operating profit

Operating profit is stated after charging fees for:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Audit of the Company’s consolidated and individual
financial statements	410	292
Audit of subsidiaries, pursuant to legislation	93	88
Total audit services	503	380
Non audit services: interim review	44	42
Total audit and non audit services	547	422

The Group’s auditor did not provide any other services in the year (2024: £nil)

8. Directors’ remuneration

The Board of Directors are the key management personnel of the Company.

The Non-Executive Directors are appointed under letters of appointment for service while executive Directors are under an

employment contract. Directors’ remuneration was as follows:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Non-Executive Directors’ fees	445	371
National Insurance	54	39
Executive Director Costs:
Wages and salaries	168	–
National insurance	18	–
Pension costs	14	–
Total Directors’ remuneration	699	410

The highest paid Non-Executive Director received £97,000 (2024: £75,000) for services during the year. The highest paid Executive

Director received £105,000 for services during the period from 25 March 2025 to 30 June 2025.

Total remuneration for key management personnel amounts to £711,000 (2024: £410,000) which includes equity-settled

share-based payments of £12,000.

For further information regarding Directors' remuneration, see the Directors' Remuneration Report on pages 94 to 98.

9. Staff costs

	Year to	Year to
	30 June 2025	30 June 2024
Staff costs	£’000	£’000
Wages and salaries	444	–
Social security costs	54	–
Pension costs	41	–
Equity–settled share-based payments	16	–
Total staff costs	555	–

All of the staff costs above are shown within administrative and other expenses, this also includes Executive Directors.

The staff costs were incurred in the year as part of the Internalisation of the management function from 25 March 2025. The average

number of employees including Executive Directors since 25 March 2025 was 15.

ANNUAL REPORT 2025 123

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

9. Staff costs continued

Equity-settled share option plan

The Group established a long-term incentive plan following consultation with a number of its largest shareholders and as outlined

in the Directors’ Remuneration Policy in the circular published on 4 March 2025 in relation to the Internalisation of the Company’s

management function. Employees were granted their awards on 17 June 2025 and the vesting period is to the announcement of the

2028 results expected to be mid September 2028.

Each employee share option converts into one ordinary share of the parent company on exercise. No amounts are paid or payable by

the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any

time from the date of vesting to the date of their expiry.

The number of options granted is calculated in accordance with the performance-based formula approved by shareholders at the

previous annual general meeting and is subject to approval by the Remuneration Committee. The formula rewards employees

to the extent of the Group’s and the individual’s achievement judged against both qualitative and quantitative criteria from the

following conditions:

• Relative total shareholder return;

• Improvement in earnings per share;

• Improvement in total accounting return;

• Personal performance

Details of the share options outstanding during the year are as follows:

		30 June 2025		30 June 2024
		Weighted		Weighted
	Number	average	Number	average
	of share	exercise	of share	exercise
	options	price	options	price
Outstanding at the beginning of the year	–	–	–	–
Granted during the year	2,331,582	£0.01	–	–
Exercised during the year	–	–	–	–
Outstanding at the year end	2,331,582	£0.01	–	–
Exercisable at the year end	–	–	–	–

An independent valuation of the fair value of these shares was carried out at the grant date. The valuation was prepared in accordance

with International Financial Reporting Standard 2 (“IFRS 2”): Share-based payments.

For the market condition of total shareholder return a Stochastic model was used and the Black-Scholes model used for the

non-market conditions. The assumptions used are as follows:

Date of grant	17 June 2025
Share price at grant	£0.83
Exercise price	£0.01
Expected volatility	25.66%
Expected term	3.26 years
Risk free rate	3.94%
Expected dividend yield	0%
Fair value (market conditions)	£0.4543
Fair value (non-market conditions)	£0.8299

Awards to Executive Directors have a holding period of two years from vesting and a Chaffe model was used to estimate a discount for

the lack of marketability (“DLOM”). The assumptions used are as follows:

Date of grant	17 June 2025
Share price at grant	£0.83
Exercise price	£0.83
Expected volatility	23.63%
Expected term	2.0 years
Risk free rate	4.07%
Expected dividend yield	0%
Fair value (market conditions)	£0.4322
Fair value (non-market conditions)	£0.7894
DLOM	9.21%

The Board have made an assessment of the non-market performance conditions as at 30 June 2025, with any adjustment to expected

value being recognised in the share-based payment expense in the statement of comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 124

10. Finance income and expense

	Year to	Year to
	30 June 2025	30 June 2024
Finance income	£’000	£’000
Interest received on bank deposits	113	306
Income from financial assets held at amortised cost (note 17)	502	494
Interest received on loans within Joint Venture	605	–
Finance income on unwinding of discounted receivable	–	203
Finance income on settlement of interest rate derivatives (note 21)	18,468	22,778
Total finance income	19,688	23,781

	Year to	Year to
	30 June 2025	30 June 2024
Finance expense	£’000	£’000
Interest payable on bank borrowings	43,557	36,823
Commitment fees payable on bank borrowings	747	817
Amortisation of loan arrangement fees*	2,369	2,403
Total finance expense	46,673	40,043

* This includes a non-recurring exceptional charge of £236,009 (2024: £70,000), relating to the acceleration of unamortised

arrangement fees in respect of the modification of loan facilities under IFRS 9.

The above finance expense includes the following in respect of liabilities not classified as fair value through profit and loss:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Total interest expense on financial liabilities held at amortised cost	45,926	39,226
Fee expense not part of effective interest rate for financial liabilities held at amortised cost	747	817
Total finance expense	46,673	40,043

11. Taxation

A) Tax credit in profit or loss

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
UK Corporation tax	–	–
France Corporation Tax	–	–
UK deferred tax	–	–
France deferred tax (note 23)	(871)	(140)
	(871)	(140)
B) Total tax credit
Tax credit in profit and loss as per the above	(871)	(140)
Share of tax expense of equity accounted joint ventures	–	–
Total tax credit	(871)	(140)

ANNUAL REPORT 2025 125

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

11. Taxation continued

The Company and its subsidiaries operate as a UK Group REIT. Subject to continuing compliance with certain rules, the UK REIT

regime exempts the profits of the Group’s property rental business from UK corporation tax. To operate as a UK Group REIT a number

of conditions had to be satisfied in respect of the Company, the Group’s qualifying activity and the Group’s balance of business. Since

the 21 December 2017 the Group has met all such applicable conditions.

The reconciliation of the profit/(loss) before tax multiplied by the standard rate of corporation tax for the year of 25% (2024: 25%) to

the total tax credit is as follows:

	Year to	Year to
	30 June 2025	30 June 2024
c) Reconciliation of the total tax credit for the year	£’000	£’000
Profit/(loss) on ordinary activities before taxation	60,657	(21,324)
Theoretical tax at UK standard corporation tax rate of 25% (2024: 25%)	15,164	(5,331)
Effects of:
Investment property and derivative revaluation not taxable	(2,290)	24,269
Residual business losses	5,178	2,481
Disposals of investment properties	332	–
REIT exempt income	(18,384)	(21,419)
Deferred tax assets not recognised	(871)	(140)
Total tax credit for the year	(871)	(140)

UK REIT exempt income includes property rental income that is exempt from UK corporation tax in accordance with Part 12

of CTA 2010.

No deferred tax asset has been recognised in respect of the Group’s residual carried forward tax losses of £61.7 million

(2024: £43.4 million) as, given the Group’s REIT status, it is considered unlikely that these losses will be utilised. The Group is

subject to French Corporation tax on its French property rental business at a rate of 25%.

12. Earnings per share

Earnings per share (“EPS”) amounts are calculated by dividing the profit or loss for the period attributable to ordinary equity holders

of the Company by the weighted average number of ordinary shares in issue during the period.

As the LTIPs issued during the year are dilutive instruments, we show the effect of these in diluted EPRA earnings per share.

The European Public Real Estate Association (“EPRA”) publishes guidelines for calculating on a comparable basis. EPRA EPS is

a measure of EPS designed by EPRA to enable entities to present underlying earnings from core operating activities, which excludes

fair value movements on investment properties and derivatives.

The Company has also previously included an additional earnings measure called “Adjusted Earnings” and “Adjusted EPS.” Adjusted

earnings

was a performance measure used by the Board to assess the Group’s financial performance and dividend payments.

The metric adjusted EPRA earnings by deducting one-off items such as debt restructuring costs and adding back finance income on

derivatives held at fair value through profit and loss. Adjusted Earnings was considered a better reflection of the measure over which

the Board assessed the Group’s trading performance and dividend cover.

Following the updated September 2024 EPRA best practice recommendations guidelines, the specific adjustments to EPRA earnings

to calculate adjusted earnings are now included within the EPRA earnings calculation. While the result is that there is no impact to the

Adjusted earnings in any prior period, the EPRA earnings was previously reported as £53,283,000 for the year ended 30 June 2024.

As such the comparative period calculations in the table below have been adjusted to reflect the new guidelines retrospectively.

The resultant impact of this, and the permitted EPRA adjustments to calculate EPRA earnings in respective of non-operating or

exceptional items resulted to the Board using EPRA earnings as the key performance measure.

. The Directors have identified certain measures that they believe will assist the understanding of the performance of the business. The measures are not defined

under IFRS and they may not be directly comparable with other companies’ adjusted measures. The non-GAAP measures are not intended to be a substitute for, or

superior to, any IFRS measures of performance, but they have been included as the Directors consider them to be important comparable and key measures used

within the business for assessing performance. The key non-GAAP measures identified by the Group have been defined in the supplementary information and,

where appropriate, reconciliation to the nearest IFRS measure has been given.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 126

12. Earnings per share continued

The reconciliation of IFRS Earnings and EPRA Earnings is shown below:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Net profit/(loss) attributable to ordinary shareholders	61,528	(21,184)
EPRA adjustments:
Changes in fair value of investment properties	(28,001)	65,825
Changes in fair value of interest rate derivatives measured at fair value through profit and loss	18,842	31,251
Loss on disposal of investment properties	1,327	–
Group share of changes in fair value of joint venture investment properties	(468)	–
Deferred tax credit	(871)	(140)
Non-operating and exceptional items:
Restructuring costs in relation to the acceleration of unamortised arrangement fees	236	70
Termination fee	20,800	–
Internalisation costs	634	–
Fees for listing on the JSE	192	–
EPRA Earnings	74,219	75,822
	Number 1	Number 1
Weighted average number of ordinary shares (Basic)	1,246,239,185	1,246,239,185
Weighted average number of ordinary shares (Diluted)	1,246,328,616	1,246,239,185

Based on the weighted average number of ordinary shares in issue

	Year to	Year to
	30 June 2025	30 June 2024
	Pence per share	Pence per share
	(‘p’)	(‘p’)
Basic and Diluted EPS	4.9	(1.7)
EPRA adjustments:
Changes in fair value of investment properties	(2.2)	5.3
Changes in fair value of interest rate derivatives measured at FVTPL	1.5	2.5
Loss on disposal of investment properties	0.1	–
Group share of changes in fair value of joint venture investment properties	–	–
Restructuring costs in relation to the acceleration of unamortised arrangement fees	–	–
Non-operating and exceptional items:
Termination fee	1.7	–
Internalisation costs	0.0	–
Listing transfer fee	0.0	–
Fees for listing on the JSE	–	–
EPRA EPS (Basic)	6.0	6.1
EPRA EPS (Diluted)	6.0	6.1

ANNUAL REPORT 2025 127

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

12. Earnings per share continued

Headline Earnings per share

The JSE listing requirements mandate the calculation of headline earnings (In accordance with Circular 1/2023 issued by the South

African Institute of Chartered Accountants) and disclosure of a detailed reconciliation of headline earnings to the earnings numbers

used in the calculation of basic earnings per share in accordance with the requirements of IAS 33 Earnings per share. Disclosure of

headline earnings is not a requirement of IFRS.

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Net income/(loss) attributable to ordinary shareholders	61,528	(21,184)
Headline earnings adjustments:
Changes in fair value of investment properties	(28,001)	65,825
Profit on disposal of investment properties	1,327	–
Group share of changes in fair value of joint venture investment properties	(468)	–
Headline earnings	34,386	44,641
Changes in fair value of interest rate derivatives measured at fair value through profit and loss	18,842	31,251
Internalisation costs	21,434	–
Deferred tax credit	(871)	(140)
Restructuring costs in relation to the acceleration of unamortised arrangement fees	236	–
Fees for listing on the JSE	192	70
EPRA earnings	74,219	75,822
	Number 1	Number 1
Weighted average number of ordinary shares (Basic)	1,246,239,185	1,246,239,185
Weighted average number of ordinary shares (Diluted)	1,246,328,616	1,246,239,185
Basic earnings per share	4.9	(1.7)
Diluted earnings per share	4.9	(1.7)
Headline earnings per share basic	2.8	3.6
Headline earnings per share diluted	2.8	3.6
EPRA earnings per share basic	6.0	6.1
EPRA earnings per share diluted	6.0	6.1

13. Dividends

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Amounts recognised as a distribution to ordinary Shareholders in the year:
Dividends	76,083	75,335

On 4 July 2024, the Board declared a fourth interim dividend for the year ended 30 June 2024 of 1.515 pence per share, which was paid

on 16 August 2024 to shareholders on the register on 12 July 2024.

On 3 October 2024 the Board declared a first interim dividend for the year ended 30 June 2025 of 1.530 pence per share, which was

paid on 15 November 2024 to shareholders on the register on 11 October 2024.

On 9 January 2025 the Board declared a second interim dividend for the year ended 30 June 2025 of 1.530 pence per share, which was

paid on 28 February 2025 to shareholders on the register on 31 January 2025.

On 3 April 2025 the Board declared a third interim dividend for the year ended 30 June 2025 of 1.530 pence per share, which was paid

on 23 May 2025 to shareholders on the register on 25 April 2025.

On 3 July 2025, the Board declared a fourth interim dividend for the year ended 30 June 2025 of 1.530 pence per share, which was paid

on 22 August 2025 to shareholders on the register on 25 July 2025.

This has not been included as a liability as at 30 June 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 128

14. Investment properties

In accordance with IAS 40 “Investment Property”, the Group’s investment properties have been independently valued at fair value

by Cushman & Wakefield, an accredited independent valuer with a recognised and relevant professional qualification and with

recent experience in the locations and categories of the investment properties being valued. The valuations have been prepared

in accordance with the RICS Valuation – Global Standards and incorporate the recommendations of the International Valuation

Standards Committee which are consistent with the principles set out in IFRS 13.

The independent valuer in forming its opinion on valuation makes a series of assumptions. As explained in note 2, all the valuations

of the Group’s investment property at 30 June 2025 are classified as ‘level 3’ in the fair value hierarchy defined in IFRS 13.

The valuations are ultimately the responsibility of the Directors. Accordingly, the critical assumptions used in establishing the

independent valuation are reviewed by the Board.

		Long
	Freehold	Leasehold	Total
	£’000	£’000	£’000
At 1 July 2024	972,016	796,200	1,768,216
Property additions	28,290	49,700	77,990
Capitalised acquisition costs	2,977	1,151	4,128
Disposals into a joint venture	(52,000)	(351,325)	(403,325)
Other disposals	(63,500)	–	(63,500)
Revaluation movement	11,976	18,754	30,730
Currency exchange movement	1,580	–	1,580
Valuation at 30 June 2025	901,339	514,480	1,415,819
At 1 July 2023	899,440	786,250	1,685,690
Property additions	101,104	34,700	135,804
Capitalised acquisition costs	8,093	2,317	10,410
Revaluation movement	(35,747)	(27,067)	(62,814)
Currency exchange movement	(874)	–	(874)
Valuation at 30 June 2024	972,016	796,200	1,768,216

	Year to	Year to
	30 June 2025	30 June 2024
Reconciliation of Investment Property to Independent Property Valuation	£’000	£’000
Investment Property at fair value per Group Statement of Financial Position	1,415,819	1,768,216
Market Value of Property classified as Financial Assets held at amortised cost (Note 17)	7,280	7,530
Total Independent Property Valuation	1,423,099	1,775,746

There were nine property acquisitions during the year (2024: 20), eight (2024: 17) of which were direct purchases of the assets in

France and one (2024: nil) acquisition of a corporate structure. The corporate acquisition is also treated as an asset purchase rather

than a business combination because it is considered to be an acquisition of properties rather than businesses.

There were nine disposals of properties during the year (2024: nil), eight of which are held in the Joint Venture which the Group holds

a 50% stake.

Included within the carrying value of investment properties at 30 June 2025 is £12,158,000 (2024: £10,920,000) in respect of the

smoothing of fixed contractual rent uplifts as described in note 4. The difference between rents on a straight-line basis and rents

actually receivable is included within the carrying value of the investment properties but does not increase that carrying value over

fair value.

Included within the carrying values of investment properties at 30 June 2025 is £1,751,000 (2024: £1,033,000) in respect of the lease

incentives with tenants in the form of rent free debtors as described in note 4 and capitalised letting fees.

ANNUAL REPORT 2025 129

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

14. Investment properties continued

The effect of these adjustments on the revaluation movement during the year is as follows:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Revaluation movement per above	30,730	(62,814)
Rent smoothing adjustment (note 4)	(1,909)	(2,197)
Movement in Lease incentives	(405)	(564)
Movements in capitalised letting fees	(280)	(218)
Foreign exchange movement through OCI	(135)	(32)
Change in fair value recognised in profit or loss	28,001	(65,825)

Valuation techniques and key unobservable inputs

Valuation techniques used to derive fair values

The valuations have been prepared on the basis of market value which is defined in the RICS Valuation Standards as ‘the estimated

amount for which an asset or liability should exchange on the date of the valuation between a willing buyer and a willing seller

in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without

compulsion’. Market value as defined in the RICS Valuation Standards is the equivalent of fair value under IFRS.

The yield methodology approach is used when valuing the Group’s properties which uses market rental values capitalised with

a market capitalisation rate. This is sense-checked against the market comparable method (or market comparable approach) where

a property’s fair value is estimated based on comparable transactions in the market.

Unobservable inputs

Significant unobservable inputs include: the passing rent and estimated rental value (“ERV”) based on market conditions prevailing

at the valuation date and net initial yield. Other unobservable inputs include but are not limited to the future rental growth – the

estimated average increase in rent based on both market estimations and contractual situations, and the physical condition of the

individual properties determined by inspection.

A decrease in passing rent and ERV would decrease the fair value. A decrease in net initial yield would increase the fair value.

Sensitivity of measurement of significant valuation inputs

As described in note 2 the determination of the valuation of the Group’s investment property portfolio is open to judgement and is

inherently subjective by nature.

Sensitivity analysis – impact of changes in net initial yields and rental values

Year to 30 June 2025

	UK	France	Total
Fair value	£1,320.4m	£95.4m	£1,415.8m
Range of Net Initial Yields	5.0%-7.9%	5.9%-7.1%	5.0%-7.9%
Range of Rental values (passing rents or ERV as relevant) of Group’s
Investment Properties	£0.3m-£5.1m	£0.6m-£0.9m	£0.3m-£5.1m
Weighted average of Net Initial Yields	5.8%	6.5%	5.8%
Weighted average of Rental values (passing rents or ERV as relevant) of Group’s
Investment Properties	£2.7m	£0.7m	£2.9m

Year to 30 June 2024

	UK	France	Total
Fair value	£1,704.3m	£63.9m	£1,768.2m
Range of Net Initial Yields	4.6%-8.0%	4.2%-6.8%	4.6%-8.0%
Range of Rental values (passing rents or ERV as relevant) of Group’s
Investment Properties	£0.3m-£5.1m	£0.6m-£0.8m	£0.3m-£5.1m
Weighted average of Net Initial Yields	5.9%	6.3%	5.9%
Weighted average of Rental values (passing rents or ERV as relevant) of Group’s
Investment Properties	£2.9m	£0.7m	£2.9m

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 130

14. Investment properties continued

The table below analyses the sensitivity on the fair value of investment properties for changes in rental values and net initial yields:

	+2%	-2%	+0.5%	-0.5%
	Rental	Rental	Net Initial	Net Initial
	value	value	Yield	Yield
	£m	£m	£m	£m
Increase/(decrease) in the fair value of investment properties as at 30 June 2025	28.3	(28.3)	(112.9)	134.5
Increase/(decrease) in the fair value of investment properties as at 30 June 2024	35.4	(35.4)	(138.1)	164.1

15. Subsidiaries

The entities listed in the following table were the subsidiary undertakings of the Company at 30 June 2025 all of which are wholly

owned. All but those noted as Jersey or French entities below are subsidiary undertakings incorporated in England.

Company name	Holding type	Nature of business
Supermarket Income Investments UK Limited+	Direct	Intermediate parent company
Supermarket Income Investments (Midco2) UK Limited+	Direct	Intermediate parent company
Supermarket Income Investments (Midco3) UK Limited+	Direct	Intermediate parent company
Supermarket Income Investments (Midco4) UK Limited+	Direct	Intermediate parent company
SII UK Halliwell (MIDCO) LTD+	Direct	Intermediate parent company
Supermarket Income Investments UK (Midco6) Limited+	Direct	Intermediate parent company
Supermarket Income Investments UK (Midco7) Limited+	Direct	Intermediate parent company
Supermarket Income Investments UK (Midco8) Limited+	Direct	Intermediate parent company
Supermarket Income Investments UK (Midco9) Limited+	Direct	Intermediate parent company
Supermarket Income Investments UK (Midco10) Limited*+	Direct	Investment in Joint Venture
SUPR Green Energy Limited+	Direct	Energy provision company
SUPR Finco Limited+	Direct	Holding company
Supermarket Income Investments UK (NO1) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO2) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO3) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO5) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO7) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO8) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO10) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO11) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO12) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO16) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO16a) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO16b) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO16c) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO17) Limited+	Indirect	Property investment
TPP Investments Limited+	Indirect	Property investment
T (Partnership) Limited+	Indirect	Property investment
The TBL Property Partnership	Indirect	Property investment
Supermarket Income Investments UK (NO19) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO20) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO21) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO22) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO23) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO24) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO25) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO26) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO27) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO29) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO30) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO31) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO32) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO33) Limited+	Indirect	Property investment

ANNUAL REPORT 2025 131

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

Company name	Holding type	Nature of business
Supermarket Income Investments UK (NO34) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO35) Limited^-	Indirect	Property investment
Supermarket Income Investments UK (NO36) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO37) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO38) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO39) Limited^-	Indirect	Property investment
Supermarket Income Investments UK (NO40) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO41) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO42) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO44) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO45) Limited+	Indirect	Property investment
Supermarket Income Investments UK (NO49) Limited	Indirect	Property investment
Supermarket Income Investments UK (NO52) Limited*+	Indirect	Property investment
Supermarket Income Investments UK (NO53) Limited*+	Indirect	Property investment
Supermarket Income Investments UK (NO54) Limited*+	Indirect	Property investment
The Brookmaker Unit Trust^-	Indirect	Property investment
Brookmaker Limited Partnership#	Indirect	Property investment
Brookmaker (GP) Limited#	Indirect	Property investment
Brookmaker (Nominee) Limited#	Indirect	Property investment
Horner REIT^-	Indirect	Property investment
Supermarket Income Investments France 1”¨	Indirect	Property investment
Supermarket Income Investments France 2”¨	Indirect	Property investment
Supermarket Income Investments France 3”¨	Indirect	Property investment
Supermarket Income Investments France 4”¨	Indirect	Property investment
Supermarket Income Investments France 5”¨	Indirect	Property investment
Supermarket Income Investments France 6”¨	Indirect	Property investment
Supermarket Income Investments France 7”*¨	Indirect	Property investment
Supermarket Income Investments France 8”*¨	Indirect	Property investment
Supermarket Income Investments France 9”*¨	Indirect	Property investment
SII UK Halliwell (No1) LTD+	Indirect	Holding company
SII UK Halliwell (No2) LTD+	Indirect	Property investment
SII UK Halliwell (No3) LTD+	Indirect	Holding company
SII UK Halliwell (No4) LTD+	Indirect	Holding company
SII UK Halliwell (No5) LTD+	Indirect	Holding company
SII UK Halliwell (No6) LTD+	Indirect	Holding company

* New subsidiaries incorporated during the year ended June

** Subsidiaries acquired during the year ended June

^ Jersey registered entity

“ France registered entity

+ Registered office: rd Floor, Bishops Square, London, E EG

- Registered office: rd Floor, Gaspe House, - Esplanade, St Helier, Jersey, JE LH

# Registered office: th Floor Fleet Place, London, United Kingdom, EC M RA

¨ Registered office: Tour Pacific, - Cours Valmy, Paris La Défense Cedex

15. Subsidiaries continued

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 132

15. Subsidiaries continued

The following subsidiaries will be exempt from the requirements of the Companies Act 2006 relating to the audit of individual

accounts by virtue of Section 479A of that Act.

	Companies House
Company name	Registration Number
SII UK Halliwell (MIDCO) LTD	12473355
SUPR Green Energy Limited	12892076
SII UK Halliwell (No1) LTD	12475261
SII UK Halliwell (No2) LTD	12475599
SII UK Halliwell (No3) LTD	12478141
SII UK Halliwell (No4) LTD	12604032
SII UK Halliwell (No5) LTD	12605175
SII UK Halliwell (No6) LTD	12606144
SUPR Finco Limited	14292760
Supermarket Income Investments UK (Midco8) Limited	15576317
Supermarket Income Investments UK (No49) Limited	15592845
Supermarket Income Investments UK (Midco 9) Limited	15977428

16. Investment in Joint Venture

As at 30 June 2025 the Group has one joint venture investment. On the 16 May 2025, the Group entered into a joint venture agreement

with Blue Owl. The JV was seeded by the Group with eight of the Group’s portfolio assets valued at £403.3 million being transferred

into a new joint venture structure summarised below. Blue Owl then purchased 50% of the net assets for a consideration of

£200.4 million.

Due to the joint control of the arrangement between the Group and Blue Owl, this is deemed to be a joint venture under IFRS 11.

The structure contained loans due from the property bearing Companies to the partners totalling £215.6 million, of which 50% of

these were purchased by Blue Owl on their purchase of the joint venture structure.

In June 2025, the Joint Venture completed a new £215 million secured term loan, through a banking syndicate comprising Barclays,

HSBC, ING and SMBC. The interest-only Facility has a maturity of three years, with two further one-year extension options at the

lenders’ discretion. The facility was priced at a margin of 1.50% above SONIA and hedged at an all in rate of 5.10%.

The facility was drawn post year end and used to repay £189.5 million of the above JV partner loans; the Group’s share being

£94.8 million of the £108.4 million receivable from the Joint Venture as disclosed in note 18.

The Group also earns a management fee of 0.6% per annum for the ongoing management of Blue Owl’s interest in the JV. During the

year the Group earnt £304,980 in management fees.

The joint venture ownership structure is summarised below:

Entity	Partner	Address and principal place of business	Ownership
Jersey
Arthur JV Limited	Arthur UK Holdco Limited	22 Grenville Street, St Helier, Jersey, JE4 8PX	50% owned by the Group
Arthur Midco Limited		22 Grenville Street, St Helier, Jersey, JE4 8PX	100% owned by
			Arthur JV Limited
The Huddersfield		Royal Chambers, St Julian’s Avenue,	100% owned by
Unit Trust		St Peter Port, Guernsey, GY1 4HP	Arthur Midco Limited
United Kingdom
Supermarket Income Investments UK (No4) Limited
Supermarket Income Investments UK (No6) Limited
Supermarket Income Investments UK (No9) Limited		3rd Floor, 10 Bishops Square, London, E1 6EG
Supermarket Income Investments UK (No28) Limited
Supermarket Income Investments UK (No43) Limited			100% owned by
			Arthur Midco Limited
Supermarket Income Investments UK (No47) Limited
Supermarket Income Investments UK (No48) Limited
Supermarket Income Investments UK (No50) Limited
Supermarket Income Investments UK (No51) Limited
Supermarket Income Investments Nominee Co.1 Limited
Supermarket Income Investments Nominee Co.2 Limited

ANNUAL REPORT 2025 133

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

16. Investment in Joint Venture continued

	Year to
	30 June 2025
	£’000
Opening balance	–
Investment in Joint Venture	95,016
Group’s share of profit after tax	1,540
Closing balance	96,556

The joint venture entities have a 31 December year end. For accounting purposes consolidated management accounts have been

prepared for the joint venture for the period from acquisition to 30 June 2025 using accounting policies that are consistent with those

of the Group.

Arthur JV Limited’s share of the aggregate amounts recognised in the consolidated statement of comprehensive income and

consolidated statement of financial position of the Structure are as follows:

	Year to
	30 June 2025
	£’000
Net Rental income	3,613
Administrative and other expenses	(361)
Change in fair value of investment properties	1,022
Operating profit	4,274
Finance income	22
Finance expense	(1,217)
Profit before taxation	3,079
Tax charge for the period	–
Profit for the period	3,079
Group’s share of JV’s profit for the period	1,540

	Year to
	30 June 2025
Non-current assets	£’000
Investment properties	404,700
Total non-current assets	404,700
Current assets
Cash and cash equivalents	11,311
Total current assets	11,311
Total assets	416,011
Non-current liabilities
Deferred rental income	5,865
Loans due to JV partners	216,845
Trade and other payables	4,460
Total non-current liabilities	227,170
Total liabilities	227,170
Net assets	188,841
Group’s share of the JV’s net assets	94,421

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 134

17. Financial assets held at amortised cost

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
At start of year	11,023	10,819
Interest income recognised in profit and loss (note 10)	502	494
Lease payments received during the period	(290)	(290)
At end of period	11,235	11,023

On 8 June 2022, the Group acquired an Asda store in Carcroft, via a sale and leaseback transaction for £10.6 million, this has been

recognised in the Statement of Financial Position as a Financial asset in accordance with IFRS 9. The financial asset is measured using

the amortised cost model, which recognises the rental payments as financial income and reductions of the asset value based on the

implicit interest rate in the lease. As at 30 June 2025 the market value of the property was estimated at £7,280,000 (2024: £7,530,000).

Assets held at amortised cost are assessed annually for impairment with any impairment recognised as an allowance for expected

credit losses measured at an amount equal to the lifetime expected credit losses. The Group considers historic, current and

forward-looking information to determine expected credit losses arising from either a change in the interest rate implicit in the lease

or factors impacting the customer’s ability to make lease payments. Based on the information currently available the Group does not

expect any credit losses and the asset has not been impaired in the period.

18. Trade and other receivables

	As at	As at
	30 June 2025	30 June 2024
	£’000	£’000
Interest receivable on settlement of derivatives	–	4,946
Other receivables	9,725	6,077
Loans due from joint venture	108,423	–
Prepayments and accrued income	1,464	877
Total trade and other receivables	119,612	11,900

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss

provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on

similar credit risk and ageing. The expected loss rates are based on the Group’s historical credit losses experienced over the period

from incorporation to 30 June 2025. The historical loss rates are then adjusted for current and forward-looking information on

macro-economic factors affecting the Group’s customers. Both the expected credit loss provision and the incurred loss provision in

the current and prior year are immaterial. No reasonable possible changes in the assumptions underpinning the expected credit loss

provision would give rise to a material expected credit loss.

The Directors consider that the carrying value of trade and other receivables measured at amortised cost approximate their fair value.

The receivable from Joint Venture relates to interest bearing loans to the Joint Venture at a market rate of interest. Post year end,

£95.7 million of these loans were repaid from proceeds from debt issued in the JV, the remaining loan is expected to be settled before

30 June 2026. Within other receivables is £2.4 million due to the Group from the Joint Venture relating to non-interest bearing working

capital receivables.

19. Cash and Cash Equivalents

	As at	As at
	30 June 2025	30 June 2024
	£’000	£’000
Cash and cash equivalents	95,281	38,691
Total cash and cash equivalents	95,281	38,691

Included in cash and cash equivalents is an amount of £54.1 million (2024: £nil) held in a client account by external legal counsel in

advance of a potential acquisition, as well as £3.0 million by the property agents (2024: £2.8 million).

ANNUAL REPORT 2025 135

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

20. Trade and other payables

	As at	As at
	30 June 2025	30 June 2024
Current	£’000	£’000
Accrued interest payable	7,225	8,072
Trade payables	3,630	5,901
Withholding Tax	2,263	–
Other corporate accruals	5,940	3,615
VAT payable	3,585	4,385
Total trade and other payables	22,643	21,973

	As at	As at
	30 June 2025	30 June 2024
Non-current	£’000	£’000
Deposits	1,672	1,045
Total trade and other payables	1,672	1,045

The Directors consider that the carrying value of trade and other payables measured at amortised cost approximate their fair value.

21. Interest rate derivatives

	As at	As at
	30 June 2025	30 June 2024
	£’000	£’000
Non-current asset: Interest rate swaps	2,580	12,499
Non-current asset: Interest rate caps	553	3,242
Current Asset: Interest rate swaps	5,705	13,456
Current Asset: Interest rate cap	2,386	2,252
	11,224	31,449

The rate swaps are remeasured to fair value by the counterparty bank on a quarterly basis.

	Year to	Year to
	30 June 2025	30 June 2024
The fair value at the end of year comprises:	£’000	£’000
At start of year (net)	31,449	57,583
Interest rate derivative premium paid on inception	1,169	47,494
Disposal of interest rate derivatives	(3,249)	(40,612)
Accrued Interest	2,237	–
Changes in fair value of interest rate derivative in the year (P&L)	(375)	(8,782)
Changes in fair value of interest rate derivative in the year (OCI)	(1,539)	(1,456)
Credit to the income statement (P&L) (note 10)	(18,468)	(22,469)
Credit to the income statement (OCI) (note 10)	–	(309)
Fair value at end of year (net)	11,224	31,449

To partially mitigate the interest rate risk that arises as a result of entering into the floating rate debt facilities referred to in note 22,

the Group has entered into derivative interest rate swaps and caps.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 136

21. Interest rate derivatives continued

A summary of these derivatives as at 30 June 2025 are shown in the table below:

				Mark to Market
		Notional amount	Premium Paid	30 June 2025	Average Strike
Issuer	Derivative Type	£m	£m	£m	Rate^	Effective Date	Maturity Date
SMBC	Interest Rate Swap	£67.0	£6.5	£1.7	2.06%	Sep-23	Sep-26
Barclays	Interest Rate Cap	£96.6	£2.9	£0.7	1.40%	Aug-24	Jul-25
SMBC	Interest Rate Cap	£96.6	£1.4	£1.2	1.40%	Jul-25	Jan-26
Wells Fargo	Interest Rate Swap	£204.3	£22.2	£6.3	2.27%	Sep-23	Jul-27
Wells Fargo	Interest Rate Swap	£3.2	£0.4	£0.1	0.00%	Feb -24	Jul-27
SMBC	Interest Rate Cap	£3.0	£0.4	£0.2	1.82%	Nov-23	Jun-27
SMBC	Interest Rate Swap	£37.5	£0.6	£0.1	3.61%	Mar-24	Sep-26
Barclays	Interest Rate Cap	£90.0	£1.2	£0.9	3.45%	May-25	Apr-28
Total			£35.6	£11.2

^ The remaining average strike rate from July to maturity.

99.8% of the Group’s outstanding debt as at 30 June 2025 was hedged through the use of fixed rate debt or financial instruments

(30 June 2024: 90%). It is the Group’s target to hedge at least 50% of the Group’s total debt at any time using fixed rate loans or

interest rate derivatives.

The Group restructured its derivatives during the year to match the changes in its borrowings, the movements in the Group’s fair value

derivatives are recognised in the profit and loss. There was one derivative terminated in the year that hedged the Wells Fargo facility

and was accounted for under hedge accounting; on derecognition of hedge accounting, the cash flow hedge reserve is recycled to the

profit and loss over the remaining term of the Wells Fargo facility.

The derivatives have been valued in accordance with IFRS 13 by reference to interbank bid market rates as at the close of business

on the last working day prior to each balance sheet date. The fair values are calculated using the present values of future cash flows,

based on market forecasts of interest rates and adjusted for the credit risk of the counterparties. The amounts and timing of future

cash flows are projected on the basis of the contractual terms.

All interest rate derivatives are classified as level 2 in the fair value hierarchy as defined under IFRS 13 and there were no transfers to

or from other levels of the fair value hierarchy during the year.

22. Bank borrowings

	As at	As at
	30 June 2025	30 June 2024
Amounts falling due within one year:	£’000	£’000
Secured debt	–	96,560
Less: Unamortised finance costs	–	(44)
Bank borrowings per the consolidated statement of financial position	–	96,516
Amounts falling due after more than one year:
Secured debt	–	186,225
Unsecured debt	606,986	414,981
Less: Unamortised finance costs	(3,384)	(3,554)
Bank borrowings per the consolidated statement of financial position	603,602	597,652
Total bank borrowings	603,602	694,168

ANNUAL REPORT 2025 137

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

22. Bank borrowings continued

A summary of the Group’s borrowing facilities as at 30 June 2025 are shown below:

						Loan
			Credit	Variable/	Total cost of	commitment	Amount drawn
Lender	Facility	Expiry	Margin	hedged^	debt	£m	30 June 2025 £m
HSBC	Revolving credit facility	Sep 2026	1.70%	4.22% *	5.92%	£75.0	£-
ING +	Term Loan	July 2027	1.55%	3.15%	4.70%	£75.0	£75.0
	Revolving credit
ING +	facility – Hedged	July 2027	1.55%	3.15%	4.70%	£21.6	£21.6
	Revolving credit
ING +	facility – Unhedged	July 2027	1.55%	4.22% *	5.77%	£3.4	£0.9
Syndicate	Revolving credit facility	July 2027	1.50%	2.23%	3.73%	£250.0	£210.5
SMBC	Term Loan	Sep 2026	1.40%	2.06%	3.46%	£67.0	£67.0
SMBC	Term Loan	Sep 2026	1.55%	3.61%	5.16%	£37.5	£37.5
Private
Placement + “	Note	July 2031	1.72%	2.72%	4.44%	£71.1	£71.1
Private
Placement + “	Note	Feb 2032	1.68%	2.42%	4.10%	£33.4	£33.4
Barclays +	Term Loan	Apr 2028	1.55%	3.45%	5.00%	£90.0	£90.0
Total						£724.0	£607.0

* SONIA rate as at June

^ Average rate from July to expiry of the debt excluding extension options.

“ Drawn in Euro’s and converted at the year-end rate

The new facilities completed during the year were the completion of the two private placement facilities, the ING facilities and the Barclays facility.

During the year the Group the following facilities matured or were repaid early:

			Loan
			commitment
Lender	Facility	Expiry	£m
Deka	Term Loan	Aug 2024	£96.6
BLB	Term Loan	Mar 2026	£86.9
Wells Fargo	Revolving credit facility	Jul 2025	£39.0
Syndicate	Term Loan	Jul 2025	£50.0
Syndicate	Term Loan	Jul 2026	£50.0
Total			£322.5

The Group has been in compliance with all of the financial covenants across the Group’s bank facilities as applicable throughout the

periods covered by these financial statements.

Any associated fees in arranging the bank borrowings that are unamortised as at the end of the year are offset against amounts drawn

under the facility as shown in the table above. Part of the debt is secured by charges over the Group’s investment properties and by

charges over the shares of certain Group undertakings, not including the Company itself. There have been no defaults of breaches of

any loan covenants during the current year or any prior period.

The Group’s borrowings carried at amortised cost are considered to be approximate to their fair value, with the exception of the

Private Placements. As at 30 June 2025 the fair value of £104.5 million of private placement notes issued was £105.3 million.

Post year end, the Group completed its debut bond issuance with a £250 million sterling-denominated senior unsecured bond with

a term of 6 years. The bond bears a coupon of 5.125%.

. Including uncommitted extension options.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 138

23. Deferred tax

The deferred tax asset relates entirely to unutilised trading losses on the Group’s French resident companies.

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
At the start of the year	(140)	–
Deferred tax on unutilised French trading losses	(871)	(140)
Net credit to income statement (note 11)	(871)	(140)
At the end of the year	(1,011)	(140)

Deferred tax has been calculated based on local rates applicable under local legislation substantively enacted at the

balance sheet date.

No deferred tax asset has been recognised in respect of unrealised capital losses that would be available on disposal of the

properties at a loss at the current market value as it is considered there would not be additional French properties to benefit

against the capital loss.

24. Categories of financial instruments

	As at	As at
	30 June 2025	30 June 2024
	£’000	£’000
Financial assets
Financial assets at amortised cost:
Financial asset arising from sale and leaseback transaction	11,235	11,023
Cash and cash equivalents	95,281	38,691
Trade and other receivables	118,148	11,023
Financial assets at fair value:
Interest rate derivative	11,224	31,449
Total financial assets	235,888	92,186
Financial liabilities
Financial liabilities at amortised cost:
Secured debt	–	281,635
Unsecured debt	603,602	412,533
Trade and other payables (note 20)	20,730	18,634
Total financial liabilities	624,332	712,802

At the year end, all financial assets and liabilities were measured at amortised cost except for the interest rate derivatives which are

measured at fair value. The interest rate derivative valuation is classified as ‘level 2’ in the fair value hierarchy as defined in IFRS 13

and its fair value was calculated using the present values of future cash flows, based on market forecasts of interest rates and

adjusted for the credit risk of the counterparties.

The carrying value of the financial assets and liabilities at amortised cost approximate their fair value with the exception of the Private

Placements. As at 30 June 2025 the fair value of £104.5 million of private placement notes issued was £105.3 million.

Financial risk management

Through the Group’s operations and use of debt financing it is exposed to certain risks. The Group’s financial risk management

objective is to minimise the effect of these risks, for example by using interest rate cap and interest rate swap derivatives to partially

mitigate exposure to fluctuations in interest rates, as described in note 21.

The exposure to each financial risk considered potentially material to the Group, how it arises and the policy for managing it is

summarised below.

Market risk - Interest rate risk

Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in

market prices. The Group’s market risk arises from open positions in interest bearing assets and liabilities, to the extent that these are

exposed to general and specific market movements.

ANNUAL REPORT 2025 139

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

24. Categories of financial instruments continued

The Group’s interest-bearing financial instruments comprise cash and cash equivalents and bank borrowings. 99.8% of the

borrowings are hedged and therefore at a fixed rate. Changes in market interest rates therefore effects the value of the derivatives for

the hedged debt and for the unhedged portion it affects the Group’s finance income and costs. The Group’s sensitivity to changes in

interest rates, calculated on the basis of a ten-basis point increase in the three-month SONIA daily rate/ EURIBOR, was as follows:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Increase in profit	727	1,187
Effect on other comprehensive income and equity	–	–

Trade and other receivables and payables are interest free as long as they are paid in accordance with their terms, and have payment

terms of less than one year, so it is assumed that there is no material market risk associated with these financial instruments.

Loans to joint ventures within trade and other receivables are at a fixed percentage rate so no material market risk associated with

these financial instruments.

Market risk - currency risk

The Group prepares its financial statements in Sterling. 6% of the Group’s Investment Properties are denominated in Euros and

as a result the Group is subject to foreign currency exchange risk. This risk is partially hedged because within the Group’s French

operations, rental income, interest costs and the majority of both assets and liabilities are Euro denominated. An unhedged currency

risk remains on the value of the Group’s net investment in, and net returns from, its French operations.

The Group’s sensitivity to changes in foreign currency exchange rates, calculated on a 10% increase in average and closing Sterling

rates against the Euro, was as follows, with a 10% decrease having the opposite effect:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Decrease in net assets	(615)	(580)
Increase in profit/(loss) for the year	(614)	(584)

Market risk - inflation

Inflation risk arises from the impact of inflation on the Group’s income and expenditure. The majority of the Group’s passing rent at

30 June 2025 is subject to inflation-linked rent reviews. Consequently, the Group is exposed to movements in the Retail Prices Index

(“RPI”), which is the relevant inflation benchmark. However, all UK inflation-linked provisions provide those rents will only be subject

to upwards review with an average cap of 4% and never downwards. As a result, 94% of the Group's income is not exposed to a fall

in rent in deflationary conditions. The Group's French assets are subject to uncapped rent reviews, both upwards and downwards,

however only represent 6% of the Group's rent roll.

The Group does not expect inflation risk to have a material effect on the Group’s administrative expenses.

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. The principal

counterparties are the Group’s tenants (in respect of rent receivables arising under operating leases) and banks (as holders of the

Group’s cash deposits).

The credit risk of rent receivables is considered low because the counterparties to the operating leases are considered by the Board

to be high-quality tenants and any lease guarantors are of appropriate financial strength. Rent collection dates and statistics are

monitored to identify any problems at an early stage, and if necessary rigorous credit control procedures will be applied to facilitate

the recovery of rent receivables. The credit risk on cash deposits is limited because the counterparties are banks with credit ratings

which are acceptable to the Board and are kept under review each quarter.

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance costs and principal repayments on its secured

debt. It is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group seeks to manage its liquidity risk by ensuring that sufficient cash is available to meet its foreseeable needs. These liquidity

needs are relatively modest and are capable of being satisfied by the surplus available after rental receipts have been applied in

payment of interest as required by the credit agreement relating to the Group’s secured debt.

Before entering into any financing arrangements, the Board assesses the resources that are expected to be available to the Group to

meet its liabilities when they fall due. These assessments are made on the basis of both base case and downside scenarios. The Group

prepares detailed management accounts which are reviewed by the Board at least quarterly to assess ongoing liquidity requirements

and compliance with loan covenants. The Board also keeps under review the maturity profile of the Group’s cash deposits in order to

have reasonable assurance that cash will be available for the settlement of liabilities when they fall due.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 140

24. Categories of financial instruments continued

The following table shows the maturity analysis for financial assets and liabilities. The table has been drawn up based on the

undiscounted cash flows of non-derivative financial instruments, including future interest payments, based on the earliest date

on which the Group can be required to pay and assuming that the SONIA daily and EURIBOR rate remains at the 30 June 2025 rate.

Interest rate derivatives are shown at fair value and not at their gross undiscounted amounts as they are not materially different.

	Less than	One to	Two to	More than
	one year	two years	five years	five years	Total
As at 30 June 2025	£’000	£’000	£’000	£’000	£’000
Financial assets:
Cash and cash equivalents	95,281	–	–	–	95,281
Trade and other receivables	118,148	–	–	–	118,148
Financial asset at amortised cost	290	290	984	74,274	75,838
Interest rate derivatives	8,091	3,046	87	–	11,224
Total financial assets	221,810	3,336	1,071	74,274	300,491
Financial liabilities:
Bank borrowings	25,867	126,977	415,627	110,108	678,579
Trade and other payables	20,730	–	–	–	20,730
Total financial liabilities	46,597	126,977	415,627	110,108	699,309

	Less than	One to	Two to	More than
	one year	two years	five years	five years	Total
As at 30 June 2024	£’000	£’000	£’000	£’000	£’000
Financial assets:
Cash and cash equivalents	38,691	–	–	–	38,691
Trade and other receivables	11,023	–	–	–	11,023
Financial asset at amortised cost	290	290	946	74,602	76,128
Interest rate derivatives	15,708	12,209	3,532	–	31,449
Total financial assets	65,712	12,499	4,478	74,602	157,291
Financial liabilities:
Bank borrowings	119,810	186,374	443,364	–	749,548
Trade and other payables	17,589	–	–	1,045	18,634
Total financial liabilities	137,399	186,374	443,364	1,045	768,182

Capital risk management

The Board’s primary objective when monitoring capital is to preserve the Group’s ability to continue as a going concern, while

ensuring it remains within its debt covenants so as to safeguard secured assets and avoid financial penalties.

Bank borrowings on secured facilities are secured on the Group’s property portfolio by way of fixed charges over property assets

and over the shares in the property-owning subsidiaries and any intermediary holding companies of those subsidiaries.

At 30 June 2025, the capital structure of the Group consisted of bank borrowings (note 22), cash and cash equivalents, and equity

attributable to the Shareholders of the Company (comprising share capital, retained earnings and the other reserves referred to in

notes 25 to 27).

In managing the Group’s capital structure, the Board considers the Group’s cost of capital. In order to maintain or adjust the capital

structure, the Group keeps under review the amount of any dividends or other returns to Shareholders and monitors the extent to

which the issue of new shares or the realisation of assets may be required.

ANNUAL REPORT 2025 141

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

24. Categories of financial instruments continued

Reconciliation of financial liabilities relating to financing activities

		Interest and
	Total bank	commitment	Interest rate
	borrowings	fees payable	derivatives	Total
	£’000	£’000	£’000	£’000
As at 1 July 2024	694,168	8,137	(31,449)	670,856
Cash flows:
Debt drawdowns in the year	371,305	–	–	371,305
Debt repayments in the year	(463,635)	–	–	(463,635)
Interest and commitment fees paid	–	(45,073)	–	(45,073)
Loan arrangement fees paid	(2,156)	–	–	(2,156)
Interest rate premium paid	–	–	(1,169)	(1,169)
Interest rate derivative disposal	–	–	3,249	3,249
Non-cash movements:
Accrued interest in the period	–	–	(2,237)	(2,237)
Finance costs in the statement of comprehensive income	2,369	44,304	18,468	65,141
Finance income in the statement of comprehensive income	–	–	18,468	18,468
Fair value changes	–	–	1,914	1,914
Foreign exchange movement	1,551	–	–	1,551
As at 30 June 2025	603,602	7,368	(11,224)	599,746
As at 1 July 2023	667,465	6,837	(57,583)	616,719
Cash flows:
Debt drawdowns in the year	217,560	–	–	217,560
Debt repayments in the year	(191,077)	–	–	(191,077)
Interest and commitment fees paid	–	(36,305)	–	(36,305)
Loan arrangement fees paid	(1,318)	–	–	(1,318)
Interest rate premium paid	–	–	(45,364)	(45,364)
Interest rate derivative disposal	–	–	38,482	38,482
Non-cash movements:
Finance costs in the statement of comprehensive income	2,403	37,605	22,778	62,786
Finance income in the statement of comprehensive income	–	–	22,778	22,778
Fair value changes	–	–	10,238	10,238
Foreign exchange movement	(865)	–	–	(865)
As at 30 June 2024	694,168	8,137	(31,449)	670,856

The interest and commitment fees payable are included within the corporate accruals balance in note 20. Cash flow movements are

included in the consolidated statement of cash flows and the non-cash movements are included in note 10. The movements in the

interest rate derivative financial liabilities can be found in note 21.

25. Share capital

			Share
	Ordinary Shares	Share	premium
	of 1 pence	capital	reserve
	Number	£’000	£’000
As at 1 July 2024	1,246,239,185	12,462	500,386
Dividend paid in the period (note 13)	–	–	–
As at 30 June 2025	1,246,239,185	12,462	500,386
As at 1 July 2023	1,246,239,185	12,462	500,386
Dividend paid in the period (note 13)	–	–	–
As at 30 June 2024	1,246,239,185	12,462	500,386

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 142

26. Cash flow hedge reserve

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
At start of the period	1,539	3,304
Recycled comprehensive income to profit and loss	(1,539)	(1,154)
Cash flow hedge reserve taken to profit or loss for the period on disposal of interest rate derivatives	–	–
Fair value movement of interest rate derivatives in effective hedges	–	(611)
At the end of the period	–	1,539

During the prior period, a previously hedge accounted derivative in relation to the Wells Fargo facility was terminated. The residual

balance of the derivative was recycled to the income statement over the remaining period of the Wells Fargo facility to repayment

in May 2025.

27. Reserves

The nature and purpose of each of the reserves included within equity at 30 June 2025 are as follows:

• Share premium reserve: represents the surplus of the gross proceeds of share issues over the nominal value of the shares, net of

the direct costs of equity issues.

• Cash flow hedge reserve: represents cumulative gains or losses, net of tax, on effective cash flow hedging instruments.

• Capital reduction reserve: represents a distributable reserve created following a Court approved reduction in capital less

dividends paid.

• Retained earnings represent cumulative net gains and losses recognised in the statement of comprehensive income.

• Other reserves represents cumulative gains or losses, net of tax, of foreign currency exchange rate differences recognised in

a period as other comprehensive income.

• Share-based payment reserve represents the recognition of the value of services from employees in exchange for its own equity

instruments.

The only movements in these reserves during the year are disclosed in the consolidated statement of changes in equity.

28. Capital commitments

The Group had no capital commitments outstanding as at 30 June 2025 and 30 June 2024.

29. Operating leases

The Group’s principal assets are investment properties which are leased to third parties under non-cancellable operating leases.

The leases contain predominately fixed or inflation-linked uplifts.

The future minimum lease payments receivable under the Group’s leases, are as follows:

	As at	As at
	30 June 2025	30 June 2024
	£’000	£’000
Year 1	86,710	112,127
Year 2	85,800	111,887
Year 3	85,510	111,048
Year 4	84,997	108,241
Year 5	83,908	106,936
Year 6-10	394,251	475,626
Year 11-15	236,486	281,725
Year 16-20	44,729	62,285
Year 21-25	17,375	20,626
More than 25 years	9,649	9,998
Total	1,129,415	1,400,499

ANNUAL REPORT 2025 143

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

30. Net asset value per share

NAV per share is calculated by dividing the Group’s net assets as shown in the consolidated statement of financial position, by the

number of ordinary shares outstanding at the end of the year. As the LTIPs issued during the year are dilutive instruments, we show

the effect of these in diluted NAV per share.

The Group uses EPRA Net Tangible Assets as the most meaningful measure of long-term performance and the measure which is

being adopted by the majority of UK REITs, establishing it as the industry standard benchmark. It excludes items that are considered

to have no impact in the long-term, such as the fair value of derivatives.

NAV and EPRA NTA per share calculation are as follows:

	As at	As at
	30 June 2025	30 June 2024
	£’000	£’000
Net assets per the consolidated statement of financial position	1,103,252	1,119,474
Fair value of interest rate derivatives (note 21)	(11,224)	(31,449)
Fair value of financial assets at amortised cost	(3,955)	(3,493)
EPRA NTA	1,088,073	1,084,532
Ordinary shares in issue at 30 June -Basic	1,246,239,185	1,246,239,185
Ordinary shares in issue at 30 June - Diluted	1,248,570,767	1,246,239,185
NAV per share - Basic (pence)	88.5p	89.8p
NAV per share - diluted (pence)	88.4p	89.8p
EPRA NTA per share (pence)	87.1p	87.0p

31. Transactions with related parties

Details of the related parties to the Group in the year and the transactions with these related parties were as follows:

a. Directors

Directors’ fees and salaries

The table below shows the remuneration per annum for the roles performed by the Board as at 30 June 2025:

	Robert	Michael	Jon	Roger	Frances	Nick	Vince	Sapna	Cathryn
Role	Abraham	Perkins	Austen	Blundell	Davies	Hewson	Prior	Shah	Vanderspar
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Chair of Board of Directors	–	–	–	–	–	150	–	–	–
Director	–	–	60	60	60	–	60	60	60
Audit and Risk
Committee Chair*	–	–	10	–	–	–	–	–	–
Nomination
Committee Chair	–	–	–	–	–	–	–	10	–
Senior Independent
Director	–	–	–	–	–	–	–	10	–
Remuneration
Committee Chair	–	–	–	–	–	–	–	–	10
ESG Committee Chair	–	–	–	–	10	–	–	–	–
Management Engagement
Committee Chair*	–	–	–	–	–	–	10	–	–
Chief Executive Officer**^	405	–	–	–	–	–	–	–	–
Chief Financial Officer**^	–	297	–	–	–	–	–	–	–

** Receive Director salaries rather than Non-Executive fee

*From July , the Management Engagement Committee was disbanded

^Appointed March

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

SUPERMARKET INCOME REIT PLC 144

31. Transactions with related parties continued

The table below shows the total remuneration received by each member of the Board for the year ended 30 June 2025:

	Year to	Year to
	30 June 2025	30 June 2024
	£’000	£’000
Nick Hewson	97	75
Jon Austen	66	62
Vince Prior	62	61
Cathryn Vanderspar	62	58
Frances Davies	62	58
Sapna Shah	68	58
Roger Blundell*	27	–
Robert Abraham^	105	–
Michael Perkins^	77	–

* Appointed January

^ Appointed March

The total remuneration payable to the Directors in respect of the current year and previous year are disclosed in note 8.

Directors’ interests

Details of the direct and indirect interests of the Directors and their close families in the ordinary shares of one pence each in the

Company at 30 June 2025 were as follows:

• Nick Hewson: 1,405,609 shares (0.11% of issued share capital)

• Jon Austen: 305,339 shares (0.02% of issued share capital)

• Vince Prior: 213,432 shares (0.02% of issued share capital)

• Cathryn Vanderspar: 125,802 shares (0.01% of issued share capital)

• Frances Davies: 36,774 shares (0.00% of issued share capital)

• Sapna Shah: 118,862 shares (0.01% of issued share capital)

• Roger Blundell: 100,000 shares (0.01% of issued share capital)

• Robert Abraham: 162,213 shares (0.01% of issued share capital)

• Michael Perkins: 14,911 shares (0.00% of issued share capital)

Details of the direct and indirect interest of the Directors and their close families in the ordinary shares of one pence each in the

Company at the date of signing the accounts were as follows:

• Nick Hewson: 1,446,609 shares (0.12% of issued share capital)

• Jon Austen: 305,339 shares (0.02% of issued share capital)

• Vince Prior: 213,432 shares (0.02% of issued share capital)

• Cathryn Vanderspar: 125,802 shares (0.01% of issued share capital)

• Frances Davies: 36,774 shares (0.00% of issued share capital)

• Sapna Shah: 182,807 (0.01% of issued share capital)

• Roger Blundell: 100,000 shares (0.01% of issued share capital)

• Robert Abraham: 162,213 shares (0.01% of issued share capital)

• Michael Perkins: 14,911 shares (0.00% of issued share capital)

b. Investment Adviser

Investment advisory and accounting fees

The investment adviser to the Group, Atrato Capital Limited (the “Investment Adviser”), is entitled to certain advisory fees under the

terms of the Investment Advisory Agreement (the “Agreement”) dated 14 July 2021. On the 25 March 2025 the Company announced

the Internalisation of the management function from which date Atrato Capital Limited no longer served as the Investment Adviser.

The entitlement of the Investment Adviser to advisory fees was by way of what are termed ‘Monthly Management Fees’ and

‘Semi-Annual Management Fees’ both of which are calculated by reference to the net asset value of the Group at particular dates, as

adjusted for the financial impact of certain investment events and after deducting any uninvested proceeds from share issues up to

the date of the calculation of the relevant fee (these adjusted amounts are referred to as ‘Adjusted Net Asset Value’ for the purpose of

calculation of the fees in accordance with the Agreement).

Until the Adjusted Net Value of the Group exceeds £1,500 million, the entitlements to advisory fees can be summarised as follows:

• Monthly Management Fee payable monthly in arrears: 1/12th of 0.7125% per calendar month of Adjusted Net Asset Value up

to or equal to £500 million, 1/12th of 0.5625% per calendar month of Adjusted Net Asset Value above £500 million and up to or

equal to £1,000 million and 1/12th of 0.4875% per calendar month of Adjusted Net Asset Value above £1,000 and up to or equal to

£1,500 million.

• Semi-Annual Management Fee payable semi-annually in arrears: 0.11875% of Adjusted Net Asset Value up to or equal to

£500 million, 0.09375% of Adjusted Net Asset Value above £500 million and up to or equal to £1,000 million and 0.08125% of

Adjusted Net Asset Value above £1,000 million and up to or equal to £1,500 million.

ANNUAL REPORT 2025 145

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

31. Transactions with related parties continued

During the period the Group agreed with the Investment Adviser to move the basis of the management fee calculation from net asset

value to market capitalisation, effective from 1 July 2025. The current fee thresholds and rates applied to the net asset value are

retained in the new agreement. The new agreement provides that 100% of the management fee will be paid monthly such that there

is no semi-annual management fee. Atrato Group was also to provide the following services as part of the new agreements:

Service	Fees per annum
Payment services	£150,000
AIFM	£135,000
Company Secretarial	£250,000

Due to the internalisation Atrato Group did not provide the services or receive fees in respect of AIFM and payment services.

For the period 1 July 2024 to 25 March 2025 the total fees payable to Atrato Group were £27,593,032 (2024: £9,472,218) of which

£nil (2024: £1,745,960) is included in trade and other payables in the consolidated statement of financial position as at 30 June 2025.

£20,800,000 related to amounts payable to Atrato Group for the Internalisation of the management function as follows:

• Termination of the Investment Advisory agreements - £19,700,000

• Termination of AIFM agreement - £300,000

• Transitional services - £800,000

The Investment Adviser was also entitled to an annual accounting and administration service fee equal to: £54,107; plus (i) £4,386

for any indirect subsidiary of the Company and (ii) £1,702 for each direct subsidiary of the Company. A full list of the Company and its

direct and indirect subsidiary undertakings is listed in Note 15 of these financial statements.

For the period from 1 July 2024 to 25 March 2025 the total accounting and administration service fee payable to the Investment

Adviser was £250,353 (2024: £363,869) of which £88,801 (2024: £91,950) is included in trade and other payables in the consolidated

statement of financial position as at 30 June 2025.

For the period from 1 July 2024 to 25 March 2025 the total Company Secretarial fees payable to the Investment Advisor were: £63,401

which was outstanding as at the year end.

Introducer Services

Atrato Partners, an affiliate of the Investment Adviser, was entitled to fees in relation to the successful introduction of prospective

investors in connection with subscriptions for ordinary share capital in the Company.

The entitlement of the Investment Adviser to introducer fees is by fees and/or commission which can be summarised as follows:

• Commission basis: 1% of total subscription in respect of ordinary shares subscribed for by any prospective investor introduced by

Atrato Partners.

For the period to 25 March 2025 the total introducer fees payable to the affiliate of the Investment Adviser were £nil (2024: £nil).

Charitable donations

The Company approved a policy to make charitable donations of £150,000 per annum. During the year £180,000 was approved by the

Board and paid during the year (2024: £120,000). The donations will be made to the Atrato Foundation, a corporate charity registered

with the Charity Commission and Companies House, whose Trustees are Robert Abraham, Michael Carey (a Managing Director at

Atrato Group) and Natalie Markham (CFO at Atrato Group). The donations will be made in the form of a restricted grant, the funds will

be directed to charitable causes specified by the Board of the Company. For further information on the Company’s charitable activities,

please refer to page 11.

Joint Venture

On 16 May 2025, the Group entered into a joint venture agreement with Blue Owl, for full details please see Note 16.

32. Subsequent events

In July 2025, the Group announced the acquisition of a Tesco store in Ashford for a purchase price of £54.1 million (excluding

acquisition costs) and a net initial yield of 7.0%.

In July 2025, the Group completed its debut issuance of a £250 million sterling-denominated senior unsecured bond with a term of

6 years. The bonds bear a coupon on 5.125% and were priced at a spread of 115 basis points over the relevant benchmark.

In August 2025, the Group completed the acquisition of a Waitrose in Anglesey, Wales for a purchase price of £4.8 million

(excluding acquisition costs) and a net initial yield of 6.1%.

SUPERMARKET INCOME REIT PLC 146

Registered number: 10799126

Notes

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Non-current assets

Investments in subsidiaries D 1,264,128 1,139,114

Intercompany receivables 669,239 491,566

Interest rate derivatives 3,133 14,312

Total non-current assets 1,936,500 1,644,992

Current assets

Interest rate derivatives 8,091 13,258

Trade and other receivables E 1,572 4,013

Cash and cash equivalents F 54,335 382

Total current assets 63,998 17,653

Total assets 2,000,498 1,662,645

Current liabilities

Trade and other payables G 391,194 227,194

Total current liabilities 391,194 227,194

Non-Current liabilities

Bank borrowings H 603,729 412,533

Total liabilities 994,923 639,727

Total net assets 1,005,575 1,022,918

Equity

Share capital I 12,462 12,462

Share premium reserve 500,386 500,386

Capital reduction reserve 553,113 629,196

Accumulated losses (60,386) (119,126)

Total equity 1,005,575 1,022,918

The notes on pages 148 to 150 form part of these financial statements.

The Company has taken advantage of the exemption within section 408 of the Companies Act 2006 not to present its own profit and

loss account. The profit for the year dealt with the financial statements of the Company was £58,740,000 (2024: loss £18,272,000).

As at 30 June 2025 the Company has distributable reserves of £493.0 million (2024: £510.0 million).

The Company financial statements were approved and authorised for issue by the Board of Directors on 16 September 2025 and were

signed on its behalf by

Nick Hewson

Chair

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

ANNUAL REPORT 2025 147

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

capital

£’000

premium

reserve

£’000

Capital

reduction

reserve

£’000

Accumulated

losses

£’000

Total

£’000

As at 1 July 2024 12,462 500,386 629,196 (119,126) 1,022,918

Profit and total comprehensive income for the year - - - 58,740 58,740

Transactions with owners

Interim dividends paid - - (76,083) - (76,083)

As at 30 June 2025 12,462 500,386 553,113 (60,386) 1,005,575

As at 1 July 2023 12,462 500,386 704,531 (100,854) 1,116,525

Loss and total comprehensive income for the year – – – (18,272) (18,272)

Transactions with owners

Interim dividends paid – – (75,335) – (75,335)

As at 30 June 2024 12,462 500,386 629,196 (119,126) 1,022,918

SUPERMARKET INCOME REIT PLC 148

NOTES TO THE COMPANY FINANCIAL STATEMENTS

A. Basis of preparation

The Company’s financial statements have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in

the United Kingdom and the Republic of Ireland.

The principal accounting policies relevant to the Company are as follows:

• Investments in subsidiaries are recognised at cost less provision for any impairment

• Loans and receivables are recognised initially at fair value plus transaction costs less provision for impairment

• Trade payables are recognised initially at fair value and subsequently at amortised cost

• Equity instruments are recognised as the value of proceeds received net of direct issue costs

• Dividends are recognised as a financial liability and deduction from equity in the period in which they are declared

In preparing the Company’s financial statements, advantage has been taken of the following disclosure exemptions

available in FRS 102:

• No cash flow statement has been presented

• Disclosures in respect of the Company’s financial instruments have not been presented as equivalent disclosures have been

provided in respect of the Group

• No reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as it is identical to

the reconciliation for the Group shown in note 25 to the Group financial statements

• No disclosure has been given for the aggregate remuneration of the key management personnel of the Company as their

remuneration is shown in note 8 to the Group financial statements

In the year to 30 June 2025, the Company intends to continue to use these disclosure exemptions unless objections are received from

Shareholders.

B. Significant accounting judgements, estimates and assumptions

In preparing the financial statements of the Company, the Directors have made the following judgements:

• Determine whether there are any indicators of impairment of the investments in subsidiary undertakings. Factors taken into

consideration in reaching such a decision include the financial position and expected future performance of the subsidiary

entity. Where indicators of impairment are identified the carrying value of investments in subsidiaries will be compared to their

recoverable amount and an impairment charge recognised where this is lower than carrying value. The net asset value of the

individual subsidiary entities is considered to be a reasonable proxy for fair value less costs to sell as the underlying investment

properties held within these entities is carried at fair value.

C. Auditor’s remuneration

The remuneration of the auditor in respect of the audit of the Company’s consolidated and individual financial statements for the year

was £503,000 (2024: £292,150). Fees payable for audit and non-audit services provided to the Company and the rest of the Group are

disclosed in note 7 to the Group financial statements.

D. Investment in subsidiary undertakings

The Company’s wholly owned direct subsidiaries are:

• Supermarket Income Investments UK Limited

• Supermarket Income Investments (Midco2) UK Limited

• Supermarket Income Investments (Midco3) UK Limited

• Supermarket Income Investments (Midco4) UK Limited

• SII UK Halliwell (Midco) Limited

• Supermarket Income Investments UK (Midco 6) Limited

• Supermarket Income Investments UK (Midco7) Limited

• Supermarket Income Investments UK (Midco 8) Limited

• Supermarket Income Investments UK (Midco 9) Limited

• Supermarket Income Investments UK (Midco 10) Limited

• SUPR Finco Limited

• SUPR Green Energy Limited

• SUPR Management Limited

All of which are incorporated and operating in England with a registered address of 3

Floor, 10 Bishops Square, London E1 6EG,

except for Supermarket Income Investments UK (Midco 10) Limited which is incorporated in Jersey. The full list of subsidiary entities

directly and indirectly owned by the Company is disclosed in note 15 to the Consolidated Financial Statements.

ANNUAL REPORT 2025 149

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

The movement in the year was as follows:

Year to

30 June 2025

£’000

Opening balance 1,139,114

Additions 182,216

Disposals (11,434)

Closing balance 1,309,896

Impairments of investments in subsidiaries (45,768)

As at 30 June 2025 1,264,128

Non-current Loans receivable 669,239

Closing balance as at 30 June 2025 1,933,367

During the year and prior year, a number of the Company’s subsidiaries undertook buybacks of their own shares. The proceeds

of these buybacks were left outstanding as intercompany loans provided by the Company to the respective subsidiaries. These

transactions are responsible for the increase in the Company’s intercompany loan receivable balance as at 30 June 2025.

Year to

30 June 2024

£’000

Opening balance 1,564,226

Additions 1

Disposals (359,865)

Closing balance 1,204,362

Impairments of investments in subsidiaries (65,248)

As at 30 June 2024 1,139,114

Non-current Loans receivable 491,566

Closing balance as at 30 June 2024 1,630,680

An impairment of investments in subsidiaries was recognised during both the current and previous year following the payment of

upstream dividends to the Company. Following the payment of dividends, the net assets of certain dividend paying subsidiaries no

longer support the carrying value of the Company’s investment in those entities and thus an impairment charge was recognised to

bring the carrying value of the investments in line with the recoverable amount, which was also considered to be its value in use.

E. Trade and other receivables

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Intercompany receivables 568 3,645

Prepayments and accrued income 246 209

VAT receivable 758 159

Total trade and other receivables 1,572 4,013

F. Cash and cash equivalent

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Cash and cash equivalents 54,335 382

Total cash and cash equivalent 54,335 382

Included in cash and cash equivalents is an amount of £54.1 million (2024: £nil) held in a client account by external legal counsel in

advance of a potential acquisition.

SUPERMARKET INCOME REIT PLC 150

NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

G. Trade and other payables

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Trade creditors 356 2,120

Corporate accruals 10,949 6,491

Intercompany payables 379,889 218,583

Total trade and other payables 391,194 227,194

H. Bank Borrowings

Amounts falling due after more than one year:

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Unsecured debt 606,986 414,981

Less: Unamortised finance costs (3,257) (2,448)

Bank borrowings per the Company’s statement of financial position 603,729 412,533

Total bank borrowings 603,729 412,533

Any associated fees in arranging the bank borrowings that are unamortised as at the end of the year are offset against amounts drawn

under the facility as shown in the table above.

Details of the bank borrowings of the Company are disclosed in note 22 to the Group financial statements.

I. Share capital

Details of the share capital of the Company are disclosed in note 25 to the Group financial statements.

J. Related party transactions

Details of related party transactions are disclosed in note 31 to the Group financial statements.

ANNUAL REPORT 2025 151

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

UNAUDITED SUPPLEMENTARY INFORMATION

Notes to EPRA and other Key Performance Indicators

1. EPRA Earnings and Adjusted Earnings per Share

For the period from 1 July 2024 to 30 June 2025

Net profit

attributable

to ordinary

Shareholders

£’000

Weighted

average number

of ordinary

Number

Earnings/

per share

Pence

Net profit attributable to ordinary Shareholders 61,528 1,246,239,185 4.9

Adjustments to remove:

Changes in fair value of investment properties and associated rent guarantees (28,001) – (2.2)

Loss on disposal of investment properties 1,327 – 0.1

Changes in fair value of interest rate derivatives measured at FVTPL 18,842 – 1.5

Group share of changes in fair value of joint venture investment properties (468) – (0.0)

Deferred Tax (871) – (0.1)

Non-operating and exceptional items:

Termination fee 20,800 – 1.7

Internalisation costs 634 – 0.1

Restructuring costs in relation to the acceleration of unamortised arrangement fees 236 – 0.0

Fees for listing on JSE 192 – 0.0

EPRA earnings (Basic) 74,219 1,246,239,185 6.0

EPRA earnings (Diluted) 74,219 1,246,328,616 6.0

 Based on the weighted average number of ordinary shares in issue in the year ended  June  both basic and diluted. Dilutive instruments are in relation to the

expected shares to vest as at the period end under the LTIP.

For the period from 1 July 2023 to 30 June 2024

Net loss

attributable

to ordinary

Shareholders

£’000

Weighted

average number

of ordinary

Number

Earnings/

per share

Pence

Net loss attributable to ordinary Shareholders (21,184)1,246,239,185 (1.7)

Adjustments to remove:

Changes in fair value of investment properties and associated rent guarantees 65,825 – 5.3

Changes in fair value of interest rate derivatives measured at FVTPL 31,251 – 2.5

Deferred Tax (140) – –

Non-cash write down of loan arrangement fees in respect of loan restructuring 70 – –

EPRA earnings 75,822 1,246,239,185 6.1

 Based on the weighted average number of ordinary shares in issue in the year ended  June .

2. EPRA NTA per share

EPRA NTA is considered to be the most relevant measure for the Group and is now the primary measure of net assets, replacing the

previously reported EPRA Net Asset Value metric. For the current period EPRA NTA is calculated as net assets per the consolidated

statement of financial position excluding the fair value of interest rate derivatives.

30 June 2025

EPRA NTA

£’000

EPRA NRV

£’000

EPRA NDV

£’000

IFRS NAV attributable to ordinary Shareholders 1,103,252 1,103,252 1,103,252

Fair value of Financial asset held at amortised cost (3,955) (3,955) (3,955)

Fair value of interest rate derivatives (11,224) (11,224) –

Purchasers’ costs – 110,531 –

Fair value of debt – – (799)

EPRA metric 1,088,073 1,198,604 1,098,498

Diluted Shares – 1,248,570,767 –

EPRA metric per share 87.1p 96.0p 88.0p

SUPERMARKET INCOME REIT PLC 152

UNAUDITED SUPPLEMENTARY INFORMATION CONTINUED

2. EPRA NTA per share continued

30 June 2024

EPRA NTA

£’000

EPRA NRV

£’000

EPRA NDV

£’000

IFRS NAV attributable to ordinary Shareholders 1,119,474 1,119,474 1,119,474

Fair value of interest rate derivatives (31,449) (31,449) –

Fair value of Financial asset held at amortised cost (3,493) (3,493) (3,493)

Purchasers’ costs – 120,239 –

Fair value of debt – – 149

EPRA metric 1,084,532 1,204,771 1,116,130

EPRA metric per share 87.0p 96.7p 89.6p

3. EPRA Net Initial Yield (NIY) and EPRA “topped up” NIY

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Investment Property – wholly owned (note 14) 1,415,819 1,768,216

Investment Property – share of joint ventures 202,350 –

Completed Property Portfolio 1,618,169 1,768,216

Allowance for estimated purchasers’ costs 110,531 120,239

Grossed up completed property portfolio valuation (B) 1,728,700 1,888,455

Annualised passing rental income – wholly owned 87,629 112,338

Annualised passing rental income – Share of joint venture 14,613 –

Annualised non-recoverable property outgoings (1,621) (1,116)

Annualised net rents (A) 100,621 111,222

Rent expiration of rent-free periods and fixed uplifts 433 440

Topped up annualised net rents (C) 101,054 111,662

EPRA NIY (A/B) 5.82% 5.89%

EPRA “topped up” NIY (C/B) 5.85% 5.91%

All rent free periods expire within the year to  June 

4. EPRA Vacancy Rate

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Estimated rental value of vacant space 331 591

Estimated rental value of the whole portfolio 103,006 113,660

EPRA Vacancy Rate 0.3% 0.5%

The EPRA vacancy rate is calculated as the ERV of the unrented, lettable space as a proportion of the total rental value of the direct Investment Property portfolio. This is

expected to continue to be a highly immaterial percentage as the majority of the portfolio is let to the largest supermarket operators in the UK.

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5. EPRA Cost Ratio

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Administration expenses per IFRS 14,469 15,218

Service charge income (9,044) (6,822)

Service charge costs 9,819 7,441

Net Service charge costs 775 619

Share of joint venture expenses 130 –

Less:

Management fees (305) –

Total costs (including direct vacant property costs) (A) 15,069 15,837

Vacant property costs (744) (331)

Total costs (excluding direct vacant property costs) (B) 14,325 15,506

Gross rental income per IFRS 114,009 107,851

Less: service charge components of gross rental income –

Add: Share of Gross rental income from Joint Ventures 1,799 –

Gross rental income (C) 115,808 107,851

EPRA Cost ratio (including direct vacant property costs) (A/C) 13.0% 14.7%

EPRA Cost ratio (excluding vacant property costs) (B/C) 12.4% 14.4%

. The Company does not have any overhead costs capitalised as it has no assets under development.

SUPERMARKET INCOME REIT PLC 154

UNAUDITED SUPPLEMENTARY INFORMATION CONTINUED

6. EPRA LTV

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Group Net Debt

Borrowings from financial institutions 603,602 694,168

Net payables – 34,832

Less: Cash and cash equivalents (95,281) (38,691)

Group Net Debt Total (A) 508,321 690,309

Group Property Value

Investment properties at fair value 1,415,819 1,768,216

Intangibles – –

Net receivables 77,367 –

Financial assets 11,235 11,023

Total Group Property Value (B) 1,504,421 1,779,239

Group LTV (A/B) 33.79% 38.80%

Share of Joint Ventures Debt

Bond loans – –

Net payables 113,585 –

Less: Cash and cash equivalents (5,655) –

JV Net Debt Total (A) 107,930 –

Group Property Value

Owner-occupied property

Investment properties at fair value 202,350 –

Total JV Property Value (B) 202,350 –

JV LTV (A/B) 53.34% 0.00%

Combined Net Debt (A) 616,251 690,309

Combined Property Value (B) 1,706,771 1,779,239

Combined LTV (A/B) 36.11% 38.80%

7. EPRA Like-for-Like Rental Growth

Year ended 30

June 2025

£’000

Year ended 30

June 2024

£’000

Like-for-Like

rental growth

Like for like – net rental income 83,284 81,369 2.4%

Properties acquired 9,779 1,565 –

Properties sold 20,171 23,855 –

Net rental income before surrender premium 113,234 106,789 –

Surrender premiums – 443 –

Net rental income 113,234 107,232 5.6%

The like-for-like rental growth is based on changes in net rental income for those properties which have been held for the duration of both the current and comparative

reporting. This represents a portfolio valuation, as assessed by the valuer of . billion ( June : . billion).

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8. EPRA Property Related Capital Expenditure

Group

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Acquisitions 81,785 145,834

Development 365 380

Investment properties – –

Group Total CapEx 82,150 146,214

Joint Venture

Acquisitions – –

Development – –

Investment properties – –

Joint Venture CapEx – –

Total CapEx 82,150 146,214

Acquisitions relate to purchase of investment properties in the year and includes capitalised acquisition costs. Development relates to capitalised costs in relation to

development expenditure on the property portfolio.

9. Total Shareholder Return

Total Shareholder Return

Average net

return at end

of the year

(Pence)

Average net

return at start

of the year

(Pence)

Movement

(Pence)

Total

Shareholder

Return

30 June 2025 133.72 107.86 25.86 24.0%

30 June 2024 107.86 106.01 1.85 1.8%

10. Net loan to value ratio

The proportion of our gross asset value that is funded by borrowings calculated as statement of financial position borrowings less

cash balances divided by total investment properties valuation including share of Joint Venture.

Net loan to value

As at

30 June 2025

£’000

As at

30 June 2024

£’000

Bank borrowings 603,602 694,168

Less cash and cash equivalents (100,936) (38,691)

Net borrowings 502,666 655,477

Investment properties valuation 1,625,449 1,768,216

Net loan to value ratio 31% 37%

11. Annualised passing rent

Annualised passing rent is the annualised cash rental income being received as at the stated date.

SUPERMARKET INCOME REIT PLC 156

AGM Annual General Meeting

AIFMD Alternative Investment Fund Managers Directive

AIFM Alternative Investment Fund Manager

ALSI FTSE/JSE All Share Index

ALPI FTSE/JSE All Property Index

EPRA European Public Real Estate Association

EPS Earnings per share, calculated as the profit for the period after tax attributable to members of

the parent company divided by the weighted average number of shares in issue in the period

ERV Estimated Rental Value

ESG Environmental, Social and Governance

EV Electric Vehicle

Blue Owl Funds managed by Blue Owl Capital

FCA Financial Conduct Authority of the United Kingdom

FRI A lease granted on an FRI basis means that all repairing and insuring obligations are imposed

on the tenant, relieving the landlord from all liability for the cost of insurance and repairs

FVTPL Fair Value Through Profit and Loss

IAS International Accounting Standards

IFRS UK adopted international accounting standards

IGD Institute of Grocery Distribution

Internalisation The Company’s transition from external management to internal management that took

effect on 25 March 2025

Investment Adviser Atrato Capital Limited was the Company’s Investment Adviser until 25 March 2025

IPO An initial public offering refers to the process of offering shares of a corporation to the public

in a new stock issuance

JSE Johannesburg Stock Exchange

JV A strategic joint venture entered into with Blue Owl in April 2025

LSE London Stock Exchange

LTV Loan to value is the outstanding amount of a loan as a percentage of property value

NAV Net asset value

NER Net effective rent

Net Initial Yield or NIY Annualised net rents on investment properties as a percentage of the investment property

valuation, less assumed purchaser’s costs of 6.8%

Net Loan to Value or Net LTV LTV calculated on the gross loan amount less cash balances

NTA Net tangible assets

JV Joint venture

Omnichannel Stores offering both instore shopping and online fulfilment

Portfolio Directly owned properties and share of joint ventures

GLOSSARY

ANNUAL REPORT 2025 157

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REIT Real Estate Investment Trust

Running yield The anticipated Net Initial Yield at a future date, taking account of any rent reviews in the

intervening period

sBPR EPRA Sustainability Best Practices Recommendations

Total Accounting Return or TAR The movement in EPRA Net Tangible Assets per share over a period plus dividends declared

for the same period, expressed as a percentage of the EPRA Net Tangible Assets at the start

of the period

Total Shareholder Return or TSR The movement in share price over the period plus dividends reinvested in shares on the

ex-dividend date, expressed as a percentage of the share price at the start of the period

WAULT Weighted Average Unexpired Lease Term. It is used by property companies as an indicator of

the average remaining life of the leases within their portfolio

The Company has a primary listing on the LSE and a secondary listing on the Main Board of the JSE.

SUPERMARKET INCOME REIT PLC 158

CONTACTS INFORMATION

Directors Nick Hewson (Independent Non-Executive Chair)

Robert Abraham (Chief Executive Officer)

Mike Perkins (Chief Financial Officer)

Sapna Shah (Senior Independent Director)

Jon Austen (Independent Non-Executive Director)

Roger Blundell (Independent Non-Executive Director)

Frances Davies (Independent Non-Executive Director)

Vince Prior (Independent Non-Executive Director)

Cathryn Vanderspar (Independent Non-Executive Director)

Company Secretary Hafren Advisory Limited

3rd Floor, 10 Bishops Square

London

E1 6EG

Registrar MUFG Corporate Markets

19th Floor, 51 Lime Street

London

EC3M 7DQ

Financial Adviser and Joint

Corporate Broker

Stifel Nicolaus Europe

150 Cheapside

London

EC2V 6ET

Joint Corporate Broker – Goldman Sachs International

Plumtree Court

25 Shoe Lane

London

EC4A 4AU

Auditors BDO LLP

55 Baker Street

London

W1U 7EU

Property Valuers

(Direct Portfolio)

Cushman & Wakefield

125 Old Broad Street

London

EC2N 1AR

Property Valuers

(Joint Venture)

Jones Lang LaSalle

30 Warwick Street

London

W1B 5NH

Financial PR Advisers FTI

200 Aldersgate Street

London

EC1A 4HD

Website www.supermarketincomereit.com

Registered Office 3rd Floor, 10 Bishops Square

London

E1 6EG

London Stock exchange ticker

Johannesburg Stock Exchange ticker

ISIN

SUPR

SRI

GB00BF345X11

Address Supermarket Income REIT plc

3rd Floor, 10 Bishops Square

London

E1 6EG

ANNUAL REPORT 2025 159

STRATEGIC REPORT GOVERNANCE REPORT FINANCIALS

SUPERMARKET INCOME REIT PLC 160

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Print: Westerham Print

Supermarket Income REIT plc

3rd Floor, 10 Bishops Square

London

E1 6EG