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Warehouse REIT plc
Annual Report and
Financial Statements 2025
THINKING
INSIDE
THE BOX
Aligned
incentives
WAREHOUSE REIT
IS THE ONLY UK
REIT FOCUSED
ON MULTI-LET
WAREHOUSES.
CONTENTS
Strategic report
Highlights of the year
6
At a glance
8
Investment case
11
Chairman’s statement
12
Market overview
14
Business model
16
Our strategy
17
Key performance indicators
24
Stakeholders engagement
26
Section 172(1) statement
29
Investment Advisor’s report
32
Sustainability report
42
Principal risks and uncertainties
59
Going concern and viability statement
69
Governance
Chairman’s introduction
to governance
71
Board of Directors
73
Investment Advisor
75
Corporate governance statement
76
Nomination Committee report
84
Audit and Risk Committee report
87
Management Engagement
Committee report
91
Sustainability Committee report
93
Directors’ remuneration report
95
Directors’ report
98
Financial statements
Statement of Directors’ responsibilities
101
Independent Auditor’s report
102
Consolidated statement of comprehensive income
109
Consolidated statement of financial position
110
Consolidated statement of changes in equity
111
Consolidated statement of cash flows
112
Notes to the consolidated financial statements
113
Company statement of financial position
132
Company statement of changes in equity
133
Notes to the Company financial statements
134
Additional information
Unaudited supplementary notes not part
of the consolidated financial information
136
Property portfolio
142
EPRA disclosure
143
Shareholder information
148
Glossary
150
Contact details of the advisors
153
OUR PURPOSE
Our purpose is to provide the
well-connected, high quality and
sustainable warehouse space that
our occupiers need to succeed
and, by doing this responsibly,
we generate positive outcomes
for all our stakeholders.
OUR VISION
To be the UK warehouse
provider of choice.
INVESTOR AND INVESTMENT ADVISOR
INTERESTS ALIGNED
Tilstone Partners are substantial shareholders in
Warehouse REIT, fully aligning their interests with
those of our investors’.
By identifying the right space,
in the right locations, we create
places where our occupiers can
Think Inside the Box
, unlocking
the potential in their business and
creating thriving industrial hubs.
MULTI-LET
SPACE
IN WELL-
CONNECTED
PLACES
WITH BUILT-IN
OPPORTUNITIES
PENTAGON SPORT
Midpoint 18, Middlewich
The UK’s number 1 school playground
equipment specialist.
THINKING INSIDE THE BOX
THINKING INSIDE THE BOX
FUGRO
Murcar Industrial Estate, Aberdeen
Leading global geo-data specialist,
providing insights based on their
mapping of the earth’s surface to
clients in the energy, water and
infrastructure sectors.
THINKING INSIDE THE BOX
SORTIMO INTERNATIONAL
Oldbury Point Industrial Estate
Specialist supplier of van racking and
wrapping services.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
01
THINKING INSIDE THE BOX
FOCUSED ON
MULTI-LET
INDUSTRIAL
We provide warehouse space with a
range of unit sizes, providing our
occupiers with the flexibility to
expand as their business grows.
STRONG RATIONALE FOR MULTI-LET ASSETS
MULTIPLE LEASE EVENTS –
FREQUENT OPPORTUNITIES
TO DRIVE RENTS
LOW OBSOLESCENCE –
MINIMAL CAPEX REQUIRED
SUPPLY CONSTRAINED –
REBUILD COSTS ABOVE
CAPITAL VALUES
02
BUILD COSTS FOR
MULTI-LET WAREHOUSES
ARE AHEAD OF CAPITAL
VALUES
£125.44psf
£108.18psf
Reinstatement cost
Capital value
Reinstatement cost vs capital value
The cost of delivering multi-let space,
is typically much higher than big box
warehouses, making development
uneconomic. As a result, supply of new
space is constrained, supporting long-
term rental growth.
DIVERSE MIX OF OCCUPIER –
REDUCES RISK
SUITS LIFE CYCLE OF AN
OCCUPIER –
OCCUPIERS
STAY LONGER
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
03
THINKING INSIDE THE BOX
WELL-
CONNECTED
PLACES
Close to major arterial routes
and thriving economic centres
with strong local labour
markets.
Bradwell Abbey, Milton Keynes
69 unit multi-let estate, providing a wide
range of unit sizes, from under 1,000 sq ft to
over 15,000 sq ft. Excellent transport links
with easy access to the M1 and A5; more
than 20 million people live within a two-
hour drive time.
04
WITH BUILT-IN
OPPORTUNITIES
Well-built assets where we
can drive income growth and
resilience through active asset
management and targeted
refurbishment.
Boulevard Industrial Park, Speke
Four-unit estate covering 390,000 sq ft,
close to the Jaguar Land Rover and
Astrazeneca sites, with access to the M57
and M62 motorways, Liverpool airport
and docks.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
05
THINKING INSIDE THE BOX
FINANCIAL
Multi-let focus driving valuation and rental growth.
Gross
property income
£48.6m
Operating profit before
change in value of
investment properties
£35.0m
48.6
47.2
47.8
2023
2024
2025
35.0
35.0
32.2
2023
2024
2025
IFRS profit/(loss)
before tax
£41.7m
IFRS earnings
(loss) per share
9.8p
41.7
34.3
2023
2024
2025
-182.8
9.8
8.1
2023
2024
2025
-43
EPRA earnings
per share
5.1p
Adjusted earnings
per share
5.2p
5.1
4.8
4.7
2023
2024
2025
5.2
4.8
4.7
2023
2024
2025
Dividends
per share
6.4p
Total accounting
return
8.0%
6.4p
6.4p
6.4p
2023
2024
2025
8.0
6.7
2023
2024
2025
-25.7
Total cost ratio
28.1%
EPRA net
tangible assets
128.0p
28.1
24.4
28.4
2023
2024
2025
128.0
124.4
122.6
2023
2024
2025
THINKING INSIDE THE BOX
MIDPOINT 18
MIDDLEWICH
Multi-let estate comprising 20 units across 29 acres, strategically located
off the M6 motorway in Middlewich, Cheshire. Wincanton, a leading supply
chain specialist renewed their 375,000 sq ft lease this year.
HIGHLIGHTS OF THE YEAR
06
OPERATIONAL
Strong leasing
£3.7m
new contracted rent added
24.4% ahead of previous rent
4.7%
increase in like-for-like
contracted rent
93.7%
occupancy
(2024: 96.4%)
£805.4m
total portfolio value
(2024: £810.2m)
3.8%
increase in like-for-like
total portfolio valuation
6.8%
growth in estimated
rental value (2024: 7.7%)
£79.0m
net cash proceeds received
from sales (2024: £51.7m)
92.9%
debt hedged
(2024: 88.0%)
32.4%
LTV at 31 March 2025
(2024: 33.1%)
Attractive portfolio
Balance sheet
SUSTAINABILITY
Progressing our ESG agenda
68.7%
Of the portfolio (by sq ft) rated EPC A+ to C
(2024: 66.6%)
Pathway to net zero
Like-for-like reduction in scope 1 and 2 emissions of
30.8%.
48.0% visibility of occupier electricity consumption
across the portfolio, enabling us to set a baseline and
target for scope 3 emission reduction
Reporting
Voluntary TCFD disclosure for the fifth year.
EPRA sBPR Gold award for the fourth year and
improvement in our MSCI rating to BBB
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
07
THINKING INSIDE THE BOX
OUR SPACE
We provide warehouse space for a diversified
mix of uses, from trade distribution, light
manufacturing and logistics to engineering,
technology and media. Our focus is on multi-
let assets with unit sizes ranging from 500 sq
ft to over 370,000 sq ft, enabling occupiers
to take one or more units and expand with us
as their business grows.
OUR LOCATIONS
Our assets are focused on leading industrial
areas, including the North West, the
Midlands and the Arc, between Oxford and
Cambridge, centred on Milton Keynes. These
locations are strategically important, with
access to key transport corridors, including
motorways, railways and ports, providing
access to much of the country.
Northern England
Midlands
The Arc
South England
Rest of the UK
THINKING INSIDE THE BOX
3
units
53,000
sq ft
GLASGOW AIRPORT
BUSINESS PARK
GLASGOW
All Access Training Services, an
accredited provider of training courses
in construction and petrol-chemical
industries, became a new occupier at
Glasgow Airport Business Park, joining
FedEx and Kuehne + Nagel.
ADVANTAGES OF OUR LOCATIONS
Access to major arterial routes
Over 95% of our assets are within two miles of a
town centre, transport hub or motorway junction.
Transport is often significant cost for our occupiers,
so easy access to their customer base is an
important driver of profitability.
Thriving economic centres
Our assets are close to some of the UK’s most
successful cities, including Manchester, Liverpool,
Birmingham, and Milton Keynes. These are typically
more affordable than London and the South East
while still providing excellent connectivity.
Strong local labour markets
The areas we focus on benefit from a good
supply of local labour which can be critical for our
occupiers who are often involved in more labour-
intensive industries.
INVESTMENT PORTFOLIO OVERVIEW
We balance our multi-let exposure with larger,
single-let assets in the regions, as well as smaller,
single-let assets in more urban locations, so we can
provide our occupiers with optionality over size
and location.
Multi-let
Single-let (regional)
Single-let (last-mile)
80.3%
11.5%
8.2%
AT A GLANCE
08
OUR KEY MULTI-LET ASSETS
KEY
Northern England
Midlands
The Arc
MULTI-LET PORTFOLIO OVERVIEW
80.3%
of investment portfolio by value
£33.7m
contracted rent
391
unique occupiers
586
units
62.3%
EPC A+to C
MIDPOINT 18
Middlewich
Area:
725,000 sq ft
Number of units:
23
Unique tenants:
17
Contracted rent:
£4.4m p.a
.
WAULT:
7.9
KNOWSLEY BUSINESS PARK
Knowsley
Area:
301,000 sq ft
Number of units:
17
Unique tenants:
8
Contracted rent:
£1.6m p.a.
WAULT:
4.9
BRADWELL ABBEY
Milton Keynes
Area:
335,000 sq ft
Number of units:
69
Unique tenants:
41
Contracted rent:
£2.8m p.a.
WAULT:
4.8
GATEWAY PARK
Birmingham
Area:
220,000 sq ft
Number of units:
30
Unique tenants:
22
Contracted rent:
£1.7m p.a.
WAULT:
3.3
BOULEVARD
INDUSTRIAL PARK
Speke
Area:
390,000 sq ft
Number of units:
4
Unique tenants:
2
Contracted rent:
£1.5m p.a.
WAULT:
5.2
GRANBY INDUSTRIAL
ESTATE
Milton Keynes
Area:
147,000 sq ft
Number of units:
24
Unique tenants:
19
Contracted rent:
£1.3m p.a.
WAULT:
5.3
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
09
THINKING INSIDE THE BOX
OUR OCCUPIERS
A robust and diversified occupier base
Our occupier base is highly diversified, with 409
individual occupiers across more than 600 units.
These cover a wide range of business activities
and sizes, from large, multi-national corporates to
smaller, successful, local businesses.
In northern England, our key occupiers
include Wincanton, a leading UK distributor,
at Midpoint 18, Middlewich and CSL Seqirus,
a vaccines manufacturer at our Speke asset.
In the Midlands, occupiers include two units used
by John Lewis as distribution centres covering
335,000 sq ft and at Gateway Park, Birmingham,
which sits adjacent to Birmingham Airport,
we have a number of businesses related to air
transport including Swissport and Carousel
Logistics.
We closely monitor the credit worthiness of
our occupiers through Dun & Bradstreet. They
are typically well-established local or national
businesses with over 75% having a turnover above
£10 million.
60
estates
409
occupiers
6.9m
sq ft total
portfolio
34%
of rent from top
15 occupiers
A ROBUST AND DIVERSIFIED OCCUPIER BASE
Occupier
sectors/rent
Occupier
location/rent
42%
Wholesale and
trade distribution
24%
Food and
general manufacturing
13%
Service and utilities
13%
Transport and logistics
3%
Technology,
media and
telecoms
3%
Construction
2%
Other
Wholesale
and trade
distribution
£18.4m
Food and
general
manufacturing
£10.5m
Services
and utilities
£5.7m
Transport
and logistics
£5.6m
Technology,
media and telecoms
£1.3m
Construction
£1.3m
Other
£0.9m
Northern
England
£12.4m
Midlands
£9.7m
The Arc
£9.8m
South
England
£6.1m
Rest of
the UK
£5.8m
Excludes headleases
AT A GLANCE
CONTINUED
10
01
COMPELLING MARKET DRIVERS
02
ATTRACTIVE AND RESILIENT PORTFOLIO
03
TOTAL RETURNS FOCUSED STRATEGY
Attractive demand-supply dynamics in the multi-
let industrial subsector.
Well-located assets, close to major arterial routes
and economic centres with a range of unit sizes.
We target a total accounting return of at least 10%
per annum.
Multi-let warehouses provide highly flexible space,
which can accommodate a multitude of uses so
demand is highly diversified.
At the same time supply is constrained by the
relatively high cost of developing multi-let space and
a restrictive planning environment.
We only invest in well-built assets that require
minimal capex year-on-year to deliver high-quality
and sustainable space, which meets the demands of
today’s occupier.
The diversity of our occupier base makes our income
more resilient through the economic cycle.
We drive like-for-like income through active asset
management and focus on a sector with attractive
rental growth.
We undertake selective refurbishments, which
preserve the quality of our assets, supporting value
over the long term.
£108.18 per sq ft
capital value below its
reinstatement cost
96.1%
within two miles
of a road, rail or
freight hub
10%
Target total
accounting
return (“TAR”)
04
SOUND FINANCIAL POSITION
05
EXPERIENCED MANAGEMENT TEAM
Our LTV is within our target range, and we benefit
from a breadth of funding sources.
Our dedicated Investment Advisor has decades of
experience in real estate.
We take a disciplined approach to capital allocation,
including making asset disposals to strengthen our
financial position.
We have significant headroom to our covenants
providing the flexibility to pursue opportunities
in the market and on our portfolio when the time is
right.
Their capabilities and network of industry contacts
provide a wide range of opportunities and they have
assembled a full service team, enabling us to deliver
on our strategy.
Their expertise is complemented by an experienced
and independent Board.
32.4%
Loan to
value ratio
6.6%
Tilstone Partners
shareholding
INVESTMENT CASE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
11
THINKING INSIDE THE BOX
HAVING DELIVERED ON OUR
STRATEGIC INITIATIVES, THE
COMPANY WAS ON A MUCH
SOUNDER FOOTING, BUT THE
RECENT OFFER FOR THE COMPANY
PROVIDES MORE IMMEDIATE UPSIDE
FOR SHAREHOLDERS.
Neil Kirton
Chairman
Throughout the financial year the Board has focused on the continued execution of our strategic
plan – the key objectives being to reduce debt and move towards dividend cover. In a day-to-day
sense, our occupational markets have continued to be resilient, and well-located, quality space has
continued to be in short supply. We have driven rental growth through our active asset management,
and our portfolio continues to provide attractive opportunities to capture reversion over time.
At a Board level we have been focussed on three major
areas of significance to shareholders.
First, in my last statement to you I made reference to the
financial basis on which many REIT Boards engaged asset
managers and that in conjunction with Tilstone, we were
reviewing our own arrangements. I was delighted that
the Board and Tilstone were able to agree an amendment
to the Investment Management Agreement, which we
announced in February. This amendment connects the
financial rewards for the Investment Advisor with market
capitalisation and is a significant change which further
increases alignment between our Shareholders and Tilstone.
At the time of the announcement, we estimated that this
represented a £1.7 million saving in the current year, which
would flow straight to earnings and have a positive impact
on our dividend cover. The Board felt strongly, that this
combination of lower fees and increased alignment would
serve to mitigate some investor reservations about external
structures and make Warehouse REIT a more attractive
investment proposition for both existing and potential
shareholders. In addition, as I have mentioned before, your
agreement with Tilstone is one of exclusivity which I believe
has significant value for Warehouse REIT shareholders.
Secondly, during March we announced a refinancing of
our debt arrangements. We cover this in more detail
elsewhere in our Report but with annualised cost savings of
£1.2 million, equating to an additional 0.3p of earnings per
share, this marked another important step in the restoration
of our dividend cover.
With these strategic initiatives delivered, the Company
would have been on a much sounder footing as the
financial year drew to a close.
Inescapably however, the third area of focus, has been
evaluating the series of unsolicited offers which were made
for your Company since the start of the calendar year.
In previous comments, I have referred to the disconnect
between share prices and the valuation of assets which
has manifested itself across almost all the UK real estate
sector in varying, but sizable discounts, and in particular,
has attached to those with development exposure. One
virtue associated with this situation, is that management
teams have been forced to focus on the extraction of value
from existing assets but inevitably, it has also restricted
expansion and growth through capital raises. Smaller real
estate vehicles, many of which came to the public markets
when interest rates were abnormally low and which
typically offered high yields have particularly struggled to
keep and attract investors as other assets, for example UK
government bond yields rose substantially.
Your Board rejected a number of offers for the equity of
your company because we did not believe they represented
the best value for shareholders. On 4 June 2025 we
recommended a cash bid from Blackstone at 109 pence
per share.
OPERATIONAL REVIEW
Our valuation performance again bears out our decision to
focus our portfolio on multi-let industrial assets. The value
of investment assets increased by 6.1% on a like-for-like
basis to £736.5 million, with the total portfolio, including
developments, now valued at £805.4 million. The uplift was
driven by ERV growth of 6.8%, demonstrating the resilience
of our occupational markets, as well as our active approach
to asset management, with equivalent yields broadly flat.
Multi-let has long been our core focus and more recently its
highly attractive characteristics, which include significant
reversionary potential and the opportunity to capture
that through a high frequency of lease events, have been
recognised more widely. This has encouraged greater
investment into the sector, which of course, we have been
a beneficiary of. Values are firmly underpinned by the fact
that rebuild costs are well above capital values; our multi-let
assets for example have a reinstatement value of £125.44
per sq ft versus a capital value of £108.18 per sq ft.
CHAIRMAN’S STATEMENT
12
While we have seen a slight reduction in occupancy, that
reflects a small number of expected vacancies arising on
relatively large sites. More generally however, demand for
our space has proved resilient and that is despite ongoing
cost pressures for small businesses. We have maintained
our historic run rate, with 105 lease events in the year,
generating £3.7 million of new rent. On average, deals
were 24.4% above prior rent, as we continue to capture
the
reversion inherent in the portfolio, but there remains
significant upside to come.
At the year-end, the portfolio was 14.3% reversionary,
equivalent to an additional £6.1 million of rent to be
captured in the coming years. There is a further £4.6 million
of additional income which would be available on letting
the vacant space, taking the total reversionary potential
to 25.2%, again underlining
the attractive nature of our
portfolio.
FINANCIAL PERFORMANCE
Despite being a net seller over the year, net operating
income was flat at £35.0 million, with the acquisition of one
high-yielding asset and strong leasing activity offsetting the
loss from disposals. Like-for-like contracted rental growth
of 4.7% for the year is one of our strongest performances
in recent years, demonstrating the strength and resilience
of our platform. Notably, there have been no major
delinquencies in the year.
Our focus on reducing overall debt levels and optimising
our financing has delivered a reduction in financing costs
and improvement in earnings, with adjusted earnings per
share up 8.3% to 5.2 pence per share, representing dividend
coverage of 81.3% (FY24: 75.0%).
Rebuilding dividend coverage remains the key focus for
the Board and as discussed above, initiatives were put in
place this year which would have added an additional 0.7
pence per share to earnings; 0.4 pence attributable to the
amendment to the Investment Management Agreement
and 0.3 pence attributable to the refinancing.
The uplift in our valuation supported an increase in our
EPRA NTA of 2.9% to 128.0p (31 March 2024: 124.4p),
resulting in a 8.0% total accounting return for the period,
ahead of last year (FY24: 6.7%).
CAPITAL ALLOCATION AND BALANCE SHEET
As a Board, we recognise that efficient capital allocation
plays a critical role in rebuilding dividend coverage. Our
disposal plan has focused on selling lower yielding or non-
core assets, helping to reduce our more expensive debt to
support earnings. This year, we completed £85.7 million of
disposals, ahead of book value on a headline basis. Sales
have included Barlborough Links in Chesterfield, a single-let
asset, with an index-linked lease and therefore non-core,
which sold for £46.0 million. Importantly, we have sold no
flagship assets. This activity brings total sales since the
Group announced its disposal plan in November 2022, to
£193.4 million.
We made one acquisition in the year, Ventura Retail Park,
near Birmingham, a high conviction location for us. It was
acquired for £38.6 million in June 2024 on a very attractive
yield of 7.4% and is now valued at £43.5 million.
Following this activity, net debt stood at £260.6 million
at the year end, with a loan to value ratio of 32.4%. A
sale or
part sale of Radway would have further reduced
our debt to a level below £250 million, which is the total
covered by our existing hedging arrangements but ongoing
negotiations were effectively paused by the offer from
Blackstone.
At year-end therefore, 92.9% of our debt was hedged. The
refinancing which completed in the final month of the year
was at a margin of 1.75%, a 45 basis point saving on the
previous margin, lowering our average cost of debt as at
31 March 2025 to 3.6% from 4.2% a year ago, positioning us
well for the year ahead.
ESG
The Group has made great progress on sustainability
since its inception. We manage our capital carefully, so our
programme of refurbishment is selective, but improving
the environmental credentials of our space is thoroughly
embedded in our approach. At year-end, 68.7% of our
space was rated EPC A+ to C (31 March 2024: 66.6%) and
this is despite sales of some of our higher-rated assets.
We were again awarded Gold for compliance with
both the EPRA Best Practice Reporting and the EPRA
Sustainability Best Practice Recommendations and the
Board was particularly pleased that the Company’s MSCI
Rating improved to a BBB from a BB, reflecting good
progress made.
CONCLUSION
When Warehouse REIT plc listed its shares on AIM towards
the end of 2017 the macro-economic environment was
indeed very different. In recent years, we and many of our
peers, have experienced a prolonged divergence between a
strong operational performance and a much weaker capital
markets environment. The cost of capital has risen, and
our sector has struggled to compete for fresh equity from
investors. The Board remains strongly of the conviction
that we are invested in a very attractive asset class, but
given our size, the low liquidity of our shares, and with
other, risk-free asset classes offering attractive returns, we
have traded at a significant discount to net asset value for
some time.
As you would expect, your Board reviewed many strategic
options including internalising, mergers, a wind down and
a sale of the Company. While the offer from Blackstone
was unsolicited, the Board has of course given it full and
due consideration and in view of the points set out above,
considers that it represents the most attractive option to
shareholders at this time.
I would like once again to thank Tilstone for all their
endeavours and hard work on behalf of the shareholders
and my fellow Board members for their continuing
commitment, particularly in recent weeks. In addition the
advisory group that assist the Board on a day to day basis
have been outstanding.
Neil Kirton
Chairman
10 June 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
13
THINKING INSIDE THE BOX
WAREHOUSE MARKET OVERVIEW
The warehouse market covers a broad spectrum, including big box warehouses, typically single-let units over
100,000 sq ft, multi-let assets with a range of unit sizes and urban logistics focused on last-mile delivery.
OCCUPATIONAL MARKETS
Economic and geopolitical uncertainty resulted in
volatile occupational markets throughout 2024.
While the June and December quarters were
comparatively strong, with take-up in line with
pre-pandemic averages, the March and September
quarters were weaker across all size ranges.
Take-up across all markets totalled 39.3 million sq
ft, compared to 42.2 million sq ft in 2023. Despite
the overall drop, several regions, notably the East
and West Midlands recorded a significant uptick in
activity while Greater London, where rental levels
are much higher, and where we have no exposure,
saw take-up 84% below average.
INVESTMENT MARKETS
Despite the macro uncertainty, appetite for
UK industrial assets strengthened, with overall
investment volumes up 20% to £8.2 billion in 2024.
Industrial accounted for 33% of investment volumes
across the wider market, significantly ahead of the
19% average and for the first time, volumes were
ahead of offices.
This strong relative performance reflects the
sound structural drivers in industrial with the IPF
(Investment Property Forum) forecasting annualised
returns of 8.3% for 2025-29, compared to c.7.2% for
standard retail and 6.6% for offices.
Multi-let industrial has proved particularly attractive,
accounting for 37% of total investment, its
highest ever.
Multi-let
Portfolios
Single-let distribution
No. of deals (RHS)
Source: Lambert Smith Hampton
0
100
20
0
30
0
40
0
50
0
60
0
0
2
4
6
8
10
12
14
16
2012 2013 2014 2015 2016
2017 2018 2019 2020 2021 2022 2023 2024
10-yr avg
Large (100k – 250k)
Extra Large (>250k)
Mid Box (50k – 99k )
Source: Lambert Smith Hampton
0
10
20
30
40
50
60
70
80
2024
2023
2022
2021
2020
2019
2018
2017
2016
Take‑up by unit size (m sq ft)
Industrial investment volume (£bn)
MACROECONOMIC BACKDROP
The macro environment has again been
characterised by volatility. The optimism which
followed the general election in July 2024 proved
short lived, and while interest rates were cut three
times in the year to March 2025, this was fewer than
many had anticipated.
In addition, the Autumn budget included measures
which increased costs for small businesses, notably
higher national insurance contributions.
At the same time, the UK company insolvency
rate has been rising, but by contrast, the multi-let
default rate remains very low.
Despite a higher correlation historically, these
two statistics have been diverging in recent
years, reflecting the improving quality of multi-
let warehouse occupiers as well as their diversity
across business sectors.
Multi-let default rate and UK insolvency rate
Source: Newmark
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
0.00
0.07
0.13
0.20
0.27
0.33
0.40
0.47
0.53
0.60
0
1
2
3
4
5
6
7
8
9
1.5%
Multi-let default rate (LHS)
UK company insolvency rate (RHS)
Relationship between company
insolvency rate and multi-let
default rate diverges
Note: All market commentary relates to calendar year unless otherwise stated
MARKET OVERVIEW
14
KEY MARKET THEMES
DEMAND FOR SUSTAINABLE SPACE
Demand for energy efficient and more sustainable
space continues to strengthen, with occupiers
prepared to pay higher rents to compensate for
greater operating efficiencies and to support their ESG
commitments.
While there is uncertainty around the timing of
forthcoming MEES regulation, the expectation remains
that commercial properties will need to achieve a
minimum EPC B rating in the coming years.
Impact and response
Retrofitting industrial space to improve EPC ratings
is relatively straightforward compared to other asset
classes in real estate.
Little of our space is heated, meaning that lighting
upgrades to LEDs are often the key intervention we can
deliver.
Where we do have heated office space, we are
introducing air source heat pumps and capping the gas
connections as part of our standardised approach to
refurbishment.
See
sustainability report
on pages
42
48
EVOLUTION OF THE OCCUPIER BASE
The multi-let occupational market is characterised
by its diversity and this has been evolving in recent
years to include retail, logistics, quasi-office and leisure
activities in addition to more traditional uses such as
manufacturing, engineering and service centres.
Multi-let take up by occupier type, 2024 (%)
Manufacturing
Retail/wholesale
Third-party logistics
Freight/parcel services
Other
Source:
Lambert Smith Hampton
Impact and response
Our space is highly flexible and can accommodate
a range of different uses, but we are increasingly
targeting higher-value businesses that have the
potential to grow on our estates.
Examples of the diversity of occupier across our
portfolio include Carousel Logistics, a leading European
logistics provider at Gateway Park, adjacent to
Birmingham Airport (see page 22) and Hughes Subsea
Services, a subsea service company to the oil and
gas, renewable energy, telecoms and civil engineering
sectors, at Knowsley Business Park.
MULTI-LET DEVELOPMENT UNECONOMIC
The construction of multi-let space is typically more
expensive and complicated than big box space, making
it less economic, particularly in the current environment
where development finance is scarce and costly, as a
result of higher interest rates.
The reinstatement cost of our multi-let assets is £125.44
per sq ft, which compares to an average capital value
of £108.18 per sq ft, meaning it is impossible to rebuild
our portfolio for less than it is worth, and that is without
taking the cost of land into account. In addition,
achieving planning for new developments is highly
challenging.
These dynamics have constrained supply of new mid-
box and multi-let space. In 2024, there was 2.1 million sq
ft of multi-let industrial speculative development under
construction.
Speculative development (m sq ft)
11.5m sq ft
Impact and response
The scarcity of multi-let space drives both rental growth
and higher property valuations and is the rationale for
our focus on this part of the market.
Under construction
Planning applied
Planning consented
Source: Newmark
Equivalent to
under 1 month’s
supply at current
take-up levels
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
15
THINKING INSIDE THE BOX
IDENTIFY OPPORTUNITIES AND INVEST
We have invested in well-located, well-constructed assets
where we see the potential to drive rents and values
by delivering our asset-management strategy.
REFURBISH AND FUTURE-PROOF
Our assets are well built so we can deliver refurbishments
quickly and at comparatively low cost. Improving energy
efficiency and reducing carbon emissions are integral to
our approach.
ACTIVE ASSET MANAGEMENT
We target higher-value occupiers which have the potential
to pay more rent and to grow with us. Our key multi-let
assets are individually branded and we invest in the wider
area to improve the amenity and working environment of
the whole estate.
REFINE AND RECYCLE
We look to sell assets where we have substantially
delivered our plans, which typically amounts to around
10% of the portfolio per year. This provides capital for
reinvestment or strengthens our financial position.
VALUE CREATED
8.0%
Total accounting return
1.9m sq ft
leasing activity
24.4%
uplift on previous
contracted rent
4.7%
like-for-like rental growth
6.8%
like-for-like ERV growth
£31.0m
headroom in current
facility
30.8%
reduction in scope
1 and 2 emissions
£16,300
charitable donations from
Tilstone and the Group
Our purpose
We provide the well-
connected, high-
quality and sustainable
warehouse space our
occupiers need to
succeed and by doing
this responsibly we
generate attractive
returns for all our
stakeholders.
Our vision
To be the UK warehouse
provider of choice.
OUR DRIVERS
OUR RESOURCES
WHAT WE DO
Our portfolio
6.9m sq ft of
strategically
located space
See more on
page
8
People and
relationships
Experienced Board and
dedicated Investment
Advisor.
See more on
pages
73
75
Financial
A range of funding
sources and significant
headroom to covenants.
See more on
page
21
BUSINESS MODEL
16
We create value by
investing in assets
where we see an
opportunity to drive
rents and increase
value by delivering
our strategy.
We are advised by
Tilstone Partners, our
dedicated Investment
Advisor and
warehouse real
estate specialist.
STRATEGIC OBJECTIVE
10% TAR
Delivered through our
strategic drivers:
A FOCUS ON
MULTI-LET SPACE
A STRONG AND RESILIENT
INCOME STREAM
With a balanced portfolio of well-
connected assets with attractive
income characteristics
Capitalising on opportunities to deliver
rental growth and strengthen resilience
INVESTOR AND INVESTMENT
ADVISOR INTERESTS ALIGNED
A DISCIPLINED
FINANCIAL POSITION
Managing an experienced and
dedicated team with a network of
successful relationships
Appropriate gearing and flexible
funding sources
ESG
NET ZERO PATHWAY
Our target is to be net zero in
scope 1 and 2 carbon emissions
by 2030. We are targeting a
reduction in our building-related
scope 3 emissions of at least 25%
by 2030; at least 80% by 2040
and to be net zero by 2050.
01
03
02
04
OUR STRATEGY
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
17
THINKING INSIDE THE BOX
PROGRESS IN
THE YEAR
Since 1 April 2024, we
have sold £73.9 million of
single-let assets taking the
portfolio to 80.3% multi-let.
MULTI-LET METRICS
80.3%
of the portfolio
multi-let
92.0%
occupancy
7.1%
valuation change
391
unique occupiers
£33.7m
total contracted rent
from multi-let
A FOCUS ON
MULTI-LET SPACE
01
ATTRACTIONS OF A
MULTI-LET ESTATE
Frequency of lease events
The higher frequency of
lease events provides more
opportunities to increase rents to
market levels.
Over 95% of multi-let leases are
based on open-market reviews,
meaning there is no cap on rental
growth, and we can achieve
increases ahead of inflation.
Range of unit size
Our assets typically offer a range
of unit sizes to suit the life cycle
of a company. For example, at
Gateway Park, in Birmingham, we
offer nursery units of c.1,000 sq
ft through to over 60,000 sq ft,
so occupiers stay with us longer.
See the Gateway Park case study,
pages 22 to 23.
Robust and diverse occupier base
The flexibility of a multi-let estate
makes them relevant to a wider
pool of occupier, increasing the
diversity and resilience of our
income streams. See the At a
Glance section, pages 8 to 10.
Scarce asset class
Reinstatement costs for multi-let
estates are generally above capital
values making development
uneconomic. This constrains
supply, further supporting rental
growth. See the Market Overview,
pages 14 to 15.
KNOWSLEY
BUSINESS PARK,
KNOWSLEY
17 units
GRANBY
INDUSTRIAL ESTATE,
MILTON KEYNES
24 units
HOW THE MULTI-LET MODEL DRIVES RENTS
MULTI-LET
SPACE
Faster access to
reversion
Suits life cycle of an
occupier
Diverse
occupier mix
DEDICATED ASSET
MANAGEMENT
EXPERTISE
Low obsolescence:
able to unlock
opportunities at
low cost
RENTAL
GROWTH
Leasing c.30%
ahead of prior rents
(excluding capped
rent reviews)
Consistently strong
ERV growth
OUR STRATEGY
CONTINUED
18
PHASE 1
• Occupier engagement
• Cosmetic improvements
Initiate marketing plan
Refurbish and re-let vacant space
PHASE 2
Continued refurbishment and
improved amenities
Full rebrand, relaunch and
repositioning
Target higher-value occupiers
PHASE 3
• Capture reversion
Driving long-term value
Explore adjoining acquisitions/
development opportunities
A STRONG AND RESILIENT
INCOME STREAM
02
Our portfolio is highly reversionary,
meaning there is rental uplift to be
captured between what occupiers
are currently paying and the
market rent.
Our business model is to
capture this through active
asset management and selective
refurbishment.
We deliver improvements to our
estate when occupiers vacate,
making them best in class and
fully meeting the sustainability
expectations of future occupiers.
This includes targeting a minimum
EPC B rating on refurbishment. By
only investing in assets which are
well built, the capex required to
achieve this is relatively modest.
We rigorously assess the
covenants of all our occupiers
to ensure we only let space to
businesses that are financially
sound.
HOW WE DO IT
Tilstone has established a three-stage plan to driving rental growth on an asset-by-asset basis. Starting
with occupier engagement and light-touch improvements, we then undertake selective refurbishments to
deliver higher-value space back into the market at an increased rent.
TILSTONE ASSET MANAGEMENT STRATEGY
PROGRESS IN
THE YEAR
Leasing activity covered
1.9m sq ft in the year,
representing 28.0% of the
portfolio, with deals signed
on average 24.4% ahead of
prior contracted rents.
This activity generated
like-for-like rental growth
of 4.7%.
PORTFOLIO
METRICS
£42.5m
contracted rent
4.7%
LFL rental growth
6.8%
ERV growth
£6.1m
reversionary
potential
68.7%
EPC A+-C rated
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
19
THINKING INSIDE THE BOX
01
ENGAGEMENT
Spirit of commitment, collaboration
and communication across our team
02
EXCELLENCE
Targeting the highest standards but
fully considering the impact we have
03
EMPOWERMENT
Culture of entrepreneurialism where
individuals can make things happen
04
ENVIRONMENT
A respectful and inclusive culture and a
responsible approach to doing business
INVESTMENT ADVISOR CLOSELY
ALIGNED TO INVESTOR INTERESTS
03
Our Investment Advisor, Tilstone
Partners, has a 6.6% shareholding
in Warehouse REIT meaning that
their interests are fully aligned with
those of our investors.
Tilstone Partners has assembled
a specialist team with expertise
across asset management and
development, investment and
finance. It promotes an inclusive
and respectful environment,
encourages collaboration and
entrepreneurship and with just 13
employees, all individuals are able
to make a meaningful contribution
to the performance of the Group.
Aligned
interests
To encourage a pipeline of talented
individuals from a wide range of
backgrounds, Tilstone work with
Pathways to Property and support
their outreach programmes targeting
less advantaged demographics.
Tilstone perform an employee survey
every year and run a comprehensive
appraisal process with every team member
having at least one ESG-related objective
in addition to their core objectives.
OUR VALUES
Tilstone have four clear values which
underpin the way we work:
Warehouse Reit
EXPERIENCED
INDEPENDENT
BOARD
Scrutinises and
approves decisions and
capital allocation
Tilstone Partners
KNOWLEDGEABLE
INVESTMENT ADVISOR
Sources opportunities
and runs the day-to-day
business
PROGRESS IN THE YEAR
This year, the Board and Tilstone
Partners agreed an amendment to the
Investment Management Agreement
which more closely aligns the
interests of Tilstone with those of our
shareholders.
Effective 1 April 2025, the investment
advisor fee is linked to the lower of net
asset value and market capitalisation but
will be subject to a floor of 70% of EPRA
net tangible asset value in the first year.
This delivers significant cost savings to
Warehouse REIT, supporting earnings
and dividend coverage.
Read more on
page
30
OUR STRATEGY
CONTINUED
20
KEY METRICS
32.4%
LTV
92.9%
of debt hedged
£31.0m
headroom
3.6%
weighted average cost of debt
3.4x
interest cover rate
A DISCIPLINED
FINANCIAL POSITION
04
We fund the business through
a combination of shareholders’
equity, bank debt and proceeds
from disposals, with the
contribution depending on
the relative cost of debt and
equity and the income profile
of our assets. We look to raise
equity where we see attractive
investment opportunities that are
accretive for shareholders.
Our strategy for debt financing is
to maintain a prudent level of debt,
with an LTV range of 30–40% over
the longer term. We look to hedge
the interest on a significant portion
of our debt to provide greater
certainty over our financing costs.
PROGRESS IN THE YEAR
This year we completed a £300.0 million debt refinancing,
comprising a £200.0 million term loan and a £100.0 million
revolving credit facility (“RCF”).
The margin on the facility was 45 basis points below the
previous margin, delivering cost savings of £1.2 million on an
annualised basis, equivalent to 0.3 pence per share, based on
the year-end position.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
21
THINKING INSIDE THE BOX
THINKING INSIDE THE BOX
GATEWAY PARK,
BIRMINGHAM
Excellent location: adjacent
to Birmingham Airport,
with major transport routes,
providing easy access to key
commercial cities
ASSET CASE STUDY
22
Why we bought it
Acquired in 2020, Gateway Park is one of
Warehouse REIT’s flagship assets.
It is strategically located, adjacent to
Birmingham International Airport, with easy
access to the M40 and M6 motorways,
putting drive time to London and
Manchester at around two hours each.
This is a mission-critical location for airport
services and logistics-related operators,
with Swissport, Carousel Logistics and
Circle Express all occupiers on the estate.
What we have done this year
This year we took an early surrender
on 22,000 sq ft of space, generating a
dilapidations payment which covered the
majority of our refurbishment costs.
These were delivered in just three months,
demonstrating how quickly we can
refurbish our space between lettings. The
refurbishment also took the EPC rating on
this space from a C to a B.
The space was re-let to an airport logistics
operator, at a rent more than 50% above
the prior rent, setting a new benchmark for
rents on the estate at over £12 per sq ft.
The frequency of lease events is high, with
30 units across the estate.
Two existing occupiers, also in the airport
services sector are also looking to upsize,
at rents significantly ahead of current
levels.
GATEWAY PARK, BIRMINGHAM
220,000
sq ft
£1.7m
p.a. rent
30
units
3.3
WAULT
22
occupiers
STRATEGIC REPORT
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ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
23
THINKING INSIDE THE BOX
We use the following key performance indicators (“KPIs”)
to monitor our performance and strategic progress.
OCCUPANCY
LIKE-FOR-LIKE
RENTAL INCOME GROWTH
RENTAL INCREASES AGREED
VERSUS VALUER’S ERV
LIKE-FOR-LIKE
VALUATION INCREASE
93.7%
4.7%
(1.1)%
3.8%
93.7%
96.4%
95.8%
2023
2024
2025
4.7%
5.1%
5.3%
2023
2024
2025
1.1%
8.6%
10.2%
2023
2024
2025
3.8%
2.0%
-18.5%
2023
2024
2025
Description
Total open market rental value of
the units leased divided by total
open market rental value, excluding
development property and land, and
equivalent to one minus the EPRA
vacancy rate.
Why is this important?
Shows our ability to retain occupiers at
renewal and to let vacant space, which
in turn underpins our income and
dividend payments.
How we performed
Occupancy across the investment
portfolio reduced to 93.7%, with
notable vacancies in Leicester, Speke,
Warrington, and Witney where we have
refurbishment programmes ongoing to
capture latent reversion.
Description
The increase in contracted rent of
units owned throughout the period,
expressed as a percentage of the
contracted rent at the start of the
period, excluding development
property, land and units undergoing
refurbishment.
Why is this important?
Shows our ability to identify and
acquire attractive properties and grow
average rents over time.
How we performed
We delivered further good rental
growth, as we continued to capture the
reversionary potential in the portfolio
through active asset management.
Description
The difference between the rent
achieved on new lettings and renewals
and the ERV assessed by the external
valuer, expressed as a percentage above
the ERV at the start of the period.
Why is this important?
Shows our ability to achieve rental
growth ahead of ERV through asset
management and the attractiveness of
our assets to potential occupiers.
How we performed
We let space overall (1.1%) below ERV.
Excluding capped rent reviews, leasing
was overall 4.2% ahead of ERV.
Description
The change in the valuation of properties
owned throughout the period under
review, expressed as a percentage of the
valuation at the start of the period, and
net of capital expenditure.
Why is this important?
Shows our ability to acquire the right
quality of assets at attractive valuations,
add value through asset management
and drive increased capital values by
capturing rental growth.
How we performed
The combination of our high quality
portfolio, improving occupier sentiment
and a resilient occupational market
has driven a 3.8% increase in the
like-for-like valuation (6.1% excluding
developments).
Link to strategy
Link to strategy
Link to strategy
Link to strategy
Link to strategy
A focus on multi-let space
A strong and resilient income stream
Investor and Investment Advisor interests aligned
A disciplined financial position
KEY PERFORMANCE INDICATORS
24
Link to strategy
A focus on multi-let space
A strong and resilient income stream
Investor and Investment Advisor interests aligned
A disciplined financial position
TOTAL
ACCOUNTING RETURN
TOTAL
COST RATIO
EPRA NTA
PER SHARE
LOAN TO
VALUE RATIO
8.0%
28.1%
128.0p
32.4%
8.0%
6.7%
-25.7%
2023
2024
2025
28.1%
24.4%
28.4%
2023
2024
2025
128.0p
124.4p
122.6p
2023
2024
2025
32.4%
33.1%
33.9%
2023
2024
2025
Description
The movement in EPRA NTA over
a period plus dividends paid in the
period, expressed as a percentage
of the EPRA NTA at the start of the
period.
Why is this important?
Demonstrates the Group’s success at
creating value for shareholders.
How we performed
We delivered a total accounting
return of 8.0% in the year, which
was below our target as ongoing
economic uncertainty continues to
weigh on the sector, but performance
was significantly ahead of last year
reflecting the uplift in valuation.
Description
The total cost ratio is the sum of
property expenses and administration
expenses (excluding one-off costs) as
a percentage of gross rental income.
(See table 6 on pages 138 to 139 for
detail)
Why is this important?
Shows our ability to effectively control
our cost base, which in turn supports
dividend payments to shareholders.
How we performed
The total cost ratio increased in the
year due to a rise in non-recoverable
holding costs of vacant properties.
Excluding these costs, the total
cost ratio was down 40 basis points
to 22.8%
Description
The EPRA net asset value measure
assumes entities buy and sell assets,
thereby crystallising certain levels of
deferred tax liability. This is expressed
on a per share basis.
(See table 3 on page 137 for detail)
Why is this important?
Shows our ability to acquire well and to
increase capital values through active
asset management.
How we performed
The increase in capital values relative to
the market contributed to a 3.6 pence
increase in EPRA NTA per share to
128.0 pence per share.
Description
Gross debt less cash, short-term
deposits and liquid investments,
divided by the aggregate value
of properties and investments.
(See table 10 on page 140 for detail)
Why is this important?
Shows our ability to balance the
additional portfolio diversification and
returns that come from using debt,
with the need to manage risk through
prudent financing.
How we performed
The decrease in the LTV reflects both
proceeds from asset disposals which
have reduced our level of debt as well
as an increase in portfolio value.
Link to strategy
Link to strategy
Link to strategy
Link to strategy
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
25
THINKING INSIDE THE BOX
Understanding our stakeholders’ views and interests is essential for meeting our responsibilities
and creating economic and social value.
OUR APPROACH TO STAKEHOLDER ENGAGEMENT
Tilstone is responsible for most of our day-to-day
stakeholder engagement, with the Board receiving regular
updates. In addition, the Management Engagement
Committee (“MEC”) reviews service provider performance
each year, including their policies and procedures around
ethics and culture and their engagement with our other
service providers.
The MEC’s report can be found on pages 91 to 92. Further
information on ESG-related engagement can also be found
in the sustainability section on pages 42 to 58.
OCCUPIERS
Why we engage
Our occupiers provide us with rental income; having the
right mix of occupier supports income resilience and
potential for rental growth. Tilstone’s approach to building
occupier relationships ensures a robust understanding of
current and potential occupiers and their needs.
Their material issues
The size, quality and location of our warehouses
• Rental levels
Lease length and terms
Flexibility and the ability to scale-up their operations
Support for their sustainability ambitions, primarily
improving energy efficiency
How we engage
Regular communication with existing occupiers via the
Tilstone and property management teams
Tilstone asset management team regularly onsite;
permanent office in Milton Keynes
Occupier surveys, including on ESG matters (see page
46 in the sustainability section)
The Board receives regular updates on occupiers from
the Tilstone team
Outcomes
Retention rate of 62.0%
Engagement supported 42 lease renewals across
0.7 million sq ft
Targeted marketing supported 38 new leases across
0.2 million sq ft
68.7% of the portfolio now EPC A+ to C rated (FY24:
66.6%)
STAKEHOLDER ENGAGEMENT
26
SHAREHOLDERS
Why we engage
Supportive and informed shareholders provide insightful
feedback on our strategy and are vital to the growth of our
business, for example, our ability to raise equity to fund
future growth opportunities.
Their material issues
Key market trends
Strategy and business model
Operational and financial performance
Balance sheet strength
ESG strategy, compliance and performance
• Climate risk
Dividends and total returns
How we engage
Formal results presentations every six months, available
on the website
Capital markets events as appropriate
Regular updates on leasing and capital activity
Shareholder meetings and roadshows undertaken
by Tilstone
Feedback provided by corporate brokers and Tilstone
to the Board
Board and Tilstone available for questions at the AGM
Website providing Company information
See the shareholder information section on pages 148 to
149 for more information.
Outcomes
Declared three dividends of 1.6 pence per share
LENDERS
Why we engage
Employing an appropriate level of debt is a key part of
generating financial returns. We therefore need strong
relationships with lenders, who can provide the facilities we
need on appropriate terms.
Their material issues
Quality of security
Compliance with covenants
Good working relationships
Ability to provide an accordion facility when required
Hedging of interest rates where appropriate
How we engage
Tilstone engages with lenders through regular meetings
to support our relationships
The Board is kept informed of lender views by Tilstone
Regular portfolio updates via compliance reporting
Quarterly reviews of hedging and other funding matters
with lenders and advisors
Outcomes
£300 million refinancing, reducing the margin by 45
basis points to 1.75%, delivering annualised cost savings
of £1.2 million, working with the existing club of lenders
£26.7 million of net cash received from sales /
acquisitions, together with a 3.8% like-for-like valuation
increase led to a reduction in LTV to 32.4%
THE INVESTMENT ADVISOR
Why we engage
Tilstone implements our strategy and is responsible
for the day-to-day operation of the business,
making it a critical stakeholder for the Group.
Their material issues
Clear investment strategy
Day-to-day asset management
Attracting and retaining an expert team
Code of conduct and Group policies
Management of other suppliers
Open communication and alignment of values
How we engage
Open, regular and transparent discussions with
Tilstone, including attendance at Board meetings
Renegotiation of the Investment Management
Agreement
Tilstone representatives appointed to the Board
Tilstone interests are fully aligned to shareholders
given their 6.6% shareholding
Annual staff survey for the Tilstone team and
formal appraisal and feedback process
See the MEC report on pages 91 to 92 for more
information.
Outcomes
Tilstone fee renegotiated (see page 30 for more
details)
Tilstone continued to execute the Company’s
strategy in line with the Board’s expectations
The Board has approved Tilstone’s continued
appointment, on the MEC’s recommendation
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
27
THINKING INSIDE THE BOX
OTHER THIRD-PARTY SERVICE PROVIDERS
Why we engage
Under our business model, third parties provide key
services to us. These include G10 Capital Limited
(Investment Manager), Savills and Rapleys (Property
Managers), Waystone (Administrator), MUFG (Registrar
and Company Secretary), AuditR (risk management and
internal audit advisor), BDO (Auditor), Peel Hunt and
Jefferies (Corporate Brokers), FTI Consulting (financial
PR and IR advisor), EY (taxation), Reed Smith, Osbourne
Clarke, Temple Bright and Shepherd and Wedderburn
(legal) and GenII (Depositary).
Their material issues
Clear terms of reference
Clarity of fees and prompt payment
Open two-way communications and information flow
How we engage
Quarterly service calls between Tilstone and service
providers
The Board maintains regular contact with key service
providers via Tilstone, with the aim of building long-
term relationships
Clear supplier appointment process including Supplier
Code of Conduct and checklist for third-party suppliers
See the MEC report on pages 91 to 92 for more
information.
Outcomes
Higher-quality service providers appointed
Service providers’ advice, needs and views, are routinely
taken into account
• Prompt payment
LOCAL COMMUNITIES
Why we engage
We are aware of our wider responsibilities to the local
communities affected by the Company’s investments.
Their material issues
Noise and traffic
Health and safety
• Environmental performance
• Employment opportunities
How we engage
The Board ensures that any key decisions take into
account the impact on local communities and the
environment
The Company meets all health and safety requirements,
local environmental standards on waste and other
regulatory obligations
Building relationships with organisations and charities
close to our assets
Working with Pathways to Property to encourage young
people from disadvantaged backgrounds to consider
careers in real estate
Outcomes
Commitment to EPRA sustainability reporting
New lettings/renewals providing additional employment
opportunities
£16,300 charitable donations across Tilstone and
Warehouse REIT
Two Tilstone members participated in the Milton Keynes
CEO sleepout
Volunteering at Unity MK homeless café in
Milton Keynes
STAKEHOLDER ENGAGEMENT
CONTINUED
28
The Directors have had regard for the matters
set out in section 172(1)(a)-(f) of the Companies
Act 2006 when performing their duty under
section 172. They consider that they have acted
in good faith in the way that would be most likely
to promote the success of the Company for the
benefit of its members as a whole, while also
considering the broad range of stakeholders who
interact with and are affected by our business,
especially with regard to major decisions.
Set out on the following pages are the matters the Board is
required to take into account under section 172(1).
TAKING ACCOUNT OF STAKEHOLDER VIEWS
Information on stakeholder engagement, including how the
Board is kept informed about stakeholder views, can be
found on pages 26 to 28. This engagement is an important
input to the Board’s decision-making. The Directors keep the
methods for engaging with stakeholders under review, to
ensure they remain effective.
KEY BOARD DECISIONS
The Board’s key decisions during the year included
approving:
three interim dividends in respect of the year at 1.6 pence
per share;
amendment of the Investment Management Agreement
(see case study on page 30);
refinancing of the Group’s debt facilities, reducing the
overall margin from 2.20% to 1.75%; and
the asset disposal programme, which raised £79.0 million
net proceeds during the year.
Matter
Response
a) The likely
consequence of
any decision in
the long term.
All Board decisions involve careful consideration of the longer term consequences and
their implications for stakeholders. For example, during the year the Board approved the
amendment to the Investment Management Agreement (detailed on page 30) which is
expected to deliver significant longer-term benefits for the Company.
b) The interests
of the Company’s
employees.
The Company is externally managed and therefore does not have any employees.
c) The need
to foster the
Company’s
business
relationships
with suppliers,
customers and
others.
As described on page 26, the Group’s relationships with its occupiers is managed day-to-day
by the Investment Advisor, Tilstone, with the Board kept regularly updated.
The Board oversees the Group’s relationships with all its principal service providers through the
Management Engagement Committee. As a result of its oversight and review, during the year
the committee recommended the continuing appointment of Tilstone and the other key service
providers.
d) The impact of
the Company’s
operations on the
community and
environment.
The Board takes a keen interest in the Group’s environmental performance and the energy
efficiency of its assets, as reflected in the portfolio’s EPC ratings. The Sustainability Committee
provides a dedicated forum for overseeing and directing our ESG activities, and the committee
Chair Aimée Pitman has been closely involved in the key activities this year, such as the
development of our net zero pathway and analysis of climate-related risks.
For more information on our environmental performance and community engagement, see
pages 42 to 48.
e) The
desirability of
the Company
maintaining a
reputation for
high standards
of business
conduct.
The Board has a culture statement, setting out its commitment to ethics and high standards of
business conduct. All of the key service providers are expected to abide by these standards.
Reputational risks are also considered as part of the Group’s risk management framework, as
described in the risk management and principal risks section on pages 59 to 68.
As part of the Board’s ongoing review of corporate governance, the Board continues to review
all current policies for relevance and compliance annually.
f) The need
to act fairly
between
members of the
Company.
The Board is aware of the need to treat all shareholders equally.
In addition, Board members and members of Tilstone’s senior management own a total of
27.9 million shares in the Company between them, aligning their interests with the outcomes
delivered for shareholders as a whole.
SECTION 172(1) STATEMENT
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
29
THINKING INSIDE THE BOX
AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT
Background
In February 2025, the Group announced an amendment
to the Investment Management Agreement regarding
the basis of the Investment Advisor’s fee calculation.
The new arrangement sees the basis of its quarterly
management fee move from net asset value to the
lower of net asset value and market capitalisation,
effective 1 April 2025. The fee thresholds and rates
applied were unchanged, as shown below.
Threshold
Fee rate on lower of EPRA
net asset value and market
capitalisation
Up to £500 million
1.1%
Above £500 million
0.9%
As part of the transition, there is an adjustment in the
calculation of the fee for the first financial year only
(ending 31 March 2026), whereby the basis of the fee
calculation is subject to a floor of no lower than 70% of
EPRA net asset value. All other terms of the
Investment Management Agreement remain unchanged.
Stakeholder considerations
In making its decision, the Board considered the impact on
the following stakeholders:
Shareholders.
The financial benefit of the reduction in
fees is supportive of earnings and dividend coverage
going forward.
Investment Advisor.
Tilstone’s senior management
own a total of 27.9 million shares, closely aligning their
interests with those of investors, meaning that they were
supportive of the amendment despite the likely reduction
in fee income
Service providers.
The Board engaged with external
service providers to help facilitate the negotiations with
the Investment Advisor who were satisfied that the
changes aligned to best practice and delivered long-term
value to the Company.
Impact of the decision in the long term
The Board noted that the initiative would improve the
Group’s financial position and performance in the short-
term, and, together with other initiatives strengthens
dividend coverage and the Group’s long-term
relationships with its shareholders.
Conclusion
The Board concluded that a renegotiation of the
investment management agreement would be in the
best interests of the Group and its stakeholders.
SECTION 172(1) STATEMENT
CONTINUED
30
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
31
THINKING INSIDE THE BOX
GOOD PROGRESS WITH OUR PRIORITIES
In June 2023, the Board set four strategic priorities for the
business. These were to:
capture the reversionary potential in the portfolio;
recycle capital, enabling us to pay down the Group’s
floating rate debt, strengthen the balance sheet and
support earnings;
progress the disposal of our Radway Green
development scheme; and
increase dividend cover, by driving earnings through
these actions.
The Group has consistently performed well against the first
two of these priorities and during the year, made material
progress against the third which would have supported
dividend coverage. However, the Blackstone Proposal
received in the final month of the year effectively paused
ongoing negotiations for a sale of this asset.
Priority
FY25 progress
Capture
reversion
£3.7 million of new rent added, with £2.8 million of reversion captured
Future reversion of £6.1 million, providing a potential uplift of 14.3%, rising to 25.2% including
vacant space
Continued
capital recycling
£85.7 million headline sales, 0.7% ahead of book value
£38.6 million asset acquired on a 7.4% net initial yield (“NIY”)
Progress
Radway Green
Progressing reserved matters consent on Phase 2 and delivering power to the whole site
Negotiations for a sale of Phase 1 continued through the second half but paused in March 2025
Pathway to
dividend cover
81.3% covered for FY25 (FY24:75%)
Amendment to the Investment Management Agreement expected to deliver 0.4p per share cost
savings in the current financial year
Refinancing expected to deliver 0.3p per share on an annualised basis, based on year-end debt
position
WE CONTINUE TO LET SPACE
SIGNIFICANTLY AHEAD OF
PREVIOUS RENT, WHICH IS A
TESTAMENT TO THE QUALITY OF
OUR SPACE AND OUR LOCATIONS.
Simon Hope
Co-Managing Director
INVESTMENT ADVISOR’S REPORT
32
PORTFOLIO REVIEW CAPITAL ACTIVITY
£ million
% NIY
Disposals
85.7
6.7
Acquisitions
38.6
7.4
The Group keeps the portfolio under constant review, to
identify mature or non-core assets that are candidates
for disposal. Sales have focused on single-let assets, or
assets where the Group has substantially completed its
asset management initiatives leaving little further upside.
In addition, disposal targets include those that generate
a yield below the Group’s cost of debt and are therefore
earnings-enhancing on sale.
Disposals
During the period, the Group sold ten assets for
£85.7 million (headline), 0.7% ahead of book value. After
taking into account disposal-related costs, the Group
crystallised a small loss on disposal of £0.5 million. Sales
reflected a blended net initial yield on passing rent of 6.7%.
The assets sold in the period were:
Barlborough Links, Chesterfield for £46.0 million;
Ikon Trading Estate, Hartlebury for £7.3 million;
Parkway Industrial Estate, Plymouth for £6.3 million;
Swift Valley Industrial Estate, Rugby for £6.1 million;
Celtic Business Park, Newport for £5.2 million;
Pikelaw Place, Skelmersdale for £4.1 million;
Halebank Industrial Estate, Widnes for £4.1 million.
Falcon Business Park, Burton-on-Trent for £2.7 million;
Festival Drive, Ebbw Value for £2.2 million; and
Crown Street, Carlisle for £1.8 million.
This activity brings total asset sales since the Group
announced its disposal plan in November 2022 to
£193.4 million, demonstrating our ability to match assets
that are non-core for Warehouse REIT with pockets of
demand across the market.
In addition, as announced in its HY24 results in November
2023, the Group has been progressing a sale of
Radway Green, its development opportunity near Crewe.
This is a highly attractive scheme in a premier location just
1.5 miles from Junction 16 of the M6. It has the potential to
deliver at least 1.8 million sq ft of space, across two phases
of 0.8 million sq ft and 1.0 million sq ft.
Following a thorough process, in November 2024, the
Group announced that terms had been agreed and
solicitors instructed on the sale of Phase 1 of this asset.
A period of due diligence followed with negotiations
still underway at the time of the Blackstone offer for the
Company. However, the Blackstone Proposal received in
the final month of the year effectively paused a sale of
this asset.
Simultaneously, the Investment Advisor has focused on
delivering reserved matters consent on Phase 2, which
represents the majority of the scheme’s value and on
securing 8 MW of power on top of the existing 2 MW for
the wider site.
Acquisitions
On 25 June 2024, the Group acquired Phase 2 of Ventura
Retail Park (“Ventura”), a 13-unit scheme in Tamworth,
close to Birmingham, for £38.6 million, representing a net
initial yield of 7.4%.
Built in two phases, Ventura is one of the top 20 shopping
parks in the UK by sq ft. Phase 2 covers 120,000 sq ft
and is fully let to a high-quality occupier line-up including
Boots, Sports Direct and H&M. Contracted rent across the
scheme was £3.1 million and the WAULT was 5.6 years as at
year-end.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
33
THINKING INSIDE THE BOX
VALUATION
At the year-end, the investment portfolio comprised 602 units across 6.9 million sq ft of space (31 March 2024: 642 units
across 7.8 million sq ft). The table below analyses the portfolio as at 31 March 2025:
Value (£m)
LFL
movement
(%)
ERV growth
(%)
NIY (%)
NEY (%)
Capital value (£ per
sq ft)
Multi-let more than 100k sq ft
451.5
7.4
7.4
5.2
6.2
108.36
Multi-let less than 100k sq ft
139.8
6.5
6.4
5.7
6.7
107.58
Single-let regional distribution
84.6
0.7
6.3
5.3
6.4
96.26
Single-let last-mile
60.6
4.5
4.7
6.2
6.3
118.92
Total
736.5
6.1
6.8
5.4
6.4
107.45
Development land
68.9
(14.7)
Total portfolio
805.4
3.8
The portfolio was independently valued by CBRE as at 31 March 2025, and prepared in accordance with the latest version
of the RICS Valuation – Global Standards (incorporating the International Valuation Standards) and the UK national
supplement (the “Red Book”).
The total portfolio value was £805.4 million (31 March 2024: £810.2 million), an increase of 3.8% on a like-for-like basis. The
value of the investment portfolio was up 6.1% on a like-for-like basis, driven by a strong performance from multi-let assets
which were up 7.1%. ERV growth across the whole portfolio was 6.8%, but stronger on multi-let assets at 7.1%.
The EPRA NIY at 31 March 2025 was 4.9% (31 March 2024: 5.4%) and the EPRA topped-up NIY was 5.3% (31 March 2024:
5.6%). Across the investment portfolio equivalent yields are now 6.4% (31 March 2024: 6.5%).
The average capital value across the portfolio was £107.45 per sq ft, significantly above the FY24 position of £93.52 per sq
ft, partly driven by the acquisition of Ventura Retail Park. The average capital value for multi-let assets was £108.18 per sq
ft, which remains well below the reinstatement value for this type of asset, which is £125.44 per sq ft.
LEASING AND ASSET MANAGEMENT
% of investment
portfolio
Occupancy by
ERV (%)
Contracted rent
(£ per sq ft)
ERV
(£ per sq ft)
Multi-let more than 100k sq ft
61.3
92.1
7.03
7.94
Multi-let less than 100k sq ft
19.0
91.8
7.22
8.09
Single-let regional distribution
11.5
100.0
5.43
7.14
Single-let last-mile
8.2
100.0
8.50
9.15
Total
100.0
93.7
6.96
7.95
The Group has a diverse occupier base of 409 businesses,
with 75.0% generating revenues of more than £10 million
and 89.1% exceeding £1 million of revenues.
At the year-end, the contracted rent roll for the investment
portfolio (excluding developments) was £42.5 million,
compared to an ERV of £53.2 million. The difference
reflects £6.1 million (or 14.3%) of portfolio reversion and
£4.6 million of potential rent on vacant space taking total
reversionary potential to 25.2%.
The structure of the Group’s leases supports capturing this
reversion, with less than 5% being subject to an index-
linked, cap, collar or turnover-related arrangement. This
flexibility is an important advantage, enabling us to capture
reversion ahead of inflation.
We made good progress in FY25, with a total of 105 lease
events completed, covering 1.9 million sq ft. As a result, we
were able to add £3.7 million of new contracted rent, with
£2.8 million of reversion captured. Deals were on average
24.4% ahead of previous passing rent and 4.2% above ERV
excluding capped rent reviews (1.1% below ERV overall).
£1.1 million of new contracted rent added came from the
letting vacant space.
Total contracted rents for the investment property
portfolio stood at £42.5 million at year-end, an increase of
4.7% on a like-for-like basis during the year.
Occupancy across the investment portfolio reduced during
the period to 93.7% (31 March 2024: 96.4%). The decrease
reflects vacancies at Meridian Business Park, Leicester;
Gawsworth Court, Warrington; Witan Park Industrial Estate,
Witney; and Maxwell Road Industrial Estate, Peterborough,
where we have a tailored refurbishment programme
planned to capture the embedded reversion and interest
has been encouraging.
Effective occupancy, which excludes units under offer to
let or undergoing refurbishment, was 97.7% (31 March 2024:
97.6%), with 1.7% of the investment portfolio under offer
to let and a further 2.4% undergoing refurbishment at
that date.
INVESTMENT ADVISOR’S REPORT
CONTINUED
34
The weighted average unexpired lease term for the investment portfolio was unchanged at 5.0 years
(31 March 2024: 5.0 years).
New leases
The Group completed 38 new leases on 0.2 million sq ft of space during the period, which will generate annual rent of
£2.0 million, 31.7% ahead of the previous contracted rent and 6.9% ahead of the 31 March 2024 ERV. The level of incentives
has increased slightly ahead of the previous year-end but remains below the market convention of one month for every
year on the lease.
Highlights are shown in the table below:
Increase over
Estate
Lease length
(years)
Annual rent
(£)
Previous rent
ERV at
31/3/24
Gateway Park, Birmingham
10
268,900
52.2%
21.7%
Knowsley Business Park, Knowsley
10
177,500
34.1%
0.8%
Oldbury Point, Oldbury
10
114,000
20.0%
12.3%
Lease renewals
The Group continues to retain the majority of its occupiers, with 62.9% remaining in occupation at lease expiry and
increasing to 72.7% including those units re-let within the period. Renewal rates were lower than in previous years, with a
number of expected vacancies arising on a small number of larger properties, as set out on page 34.
There were 42 lease renewals on 0.7 million sq ft of space during the period, generating contracted rents of £4.9 million,
with an average uplift of 28.5% above the previous passing rent and 4.3% above the ERV.
Highlights are shown in the table below:
Increase over
Estate
Lease length
(years)
Annual rent
(£)
Previous rent
ERV at
31/3/24
Midpoint 18, Middlewich
10
2,430,700
28.8%
0.3%
Murcar Industrial Estate, Aberdeen
4
340,000
26.6%
13.3%
Sussex Avenue, Leeds
10
225,000
32.4%
10.7%
A DIVERSIFIED OCCUPIER BASE
Occupier base by sector at 31 March 2025 and
contracted rent %
Wholesale and trade distribution
41.9%
Food and general manufacturing
24.0%
Services and utilities
13.1%
Transport and logistics
12.9%
Technology, media and telecoms
3.1%
Construction
3.0%
Other
2.0%
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
35
THINKING INSIDE THE BOX
In line with the Group’s long-term target of increasing on-
site renewable energy capacity, solar PV panels have been
fitted to Walton Road Industrial Estate in Stone and Witan
Park Industrial Estate in Witney, together covering 51,100
sq ft. One further asset is at the viability stage, covering
188,000 sq ft and is expected to complete in FY26.
Warehouse REIT was again awarded Gold for compliance
with both the EPRA Best Practice Reporting and the EPRA
Sustainability Best Practice Recommendations and its
MSCI Rating has improved to a BBB from a BB reflecting
good progress made in the prior reporting year.
This year, the Group reported a 30.8% like-for-like reduction
in its scope 1 and 2 emissions, which represents good
progress albeit the comparison only comprises a small
number of assets (two for scope 1 and thirteen for scope
2). Occupier electricity consumption has been reported
for the second year running, with coverage of 48.0% of the
investment portfolio by sq ft. The Group worked with Savills
to set a carbon baseline and to assess the likely impact
of energy efficient interventions to be delivered over the
coming years, and based on their analysis, has set a target
for reducing building-related scope 3 emissions by at least
25% by 2030; at least 80% by 2040; and to be net zero by
2050, in line with the government’s target.
Working with occupiers
While the Group’s outsourced property managers handle
some day-to-day administrative tasks with occupiers,
we ensure that we always own the occupier relationship.
Our asset management team regularly visits sites, meets
occupiers face to face and holds calls with them.
We also run surveys to obtain insights from occupiers,
so we can support them better and to inform our asset
management plans. These typically cover feedback on the
estate, current and future space requirements, ESG priorities
and broader macro concerns. This year, we conducted a
formal survey, which was made available to all occupiers.
Over 90% of respondents rated our buildings between
average and very good, with 49% rating them good or very
good and 68% said they expected their space requirements
to stay the same, with a further 26% expected to require
more space. From a macro perspective, rising costs was
cited as the biggest business concern over the next year by
76% of respondents. Read more on pages 46.
Rent reviews
During the year, the Group completed 25 rent reviews, on 1.0 million sq ft of space, generating contracted rents of
£7.2 million per annum, 20.1% ahead of previous rent and 6.3% below 31 March 2024 ERV. Excluding four capped rent
reviews, the rent reviews were settled 31.5% ahead of previous rent and 2.8% ahead of the 31 March 2024 ERV.
Highlights are shown in the table below:
Increase over
Estate
Annual rent
(£)
Previous rent
ERV at
31/3/24
Daneshill Industrial Estate, Basingstoke
1,220,000
31.9%
2.6%
Boulevard Industrial Park, Speke
1,035,900
27.2%
(7.8)%
Granby Industrial Estate, Milton Keynes
468,300
39.7%
35.1%
Capturing reversion
The following table demonstrates the potential for continuing to capture reversion in the years ahead. These represent
good opportunities for further rental growth and reflects the position before any further ERV growth or outperformance.
Rent subject to review or lease expiry
Contracted
rent (£m)
ERV (£m)
Prior to FY26
3.5
4.5
FY26
8.0
9.6
FY27
6.2
7.0
FY28
6.2
6.7
FY28+
20.0
22.1
CAPITAL EXPENDITURE
On average, the Group budgets to invest around 0.75% of its gross asset value (“GAV”) in capital expenditure each year.
This excludes development projects and is therefore based on GAV excluding developments. Our priorities when investing
in the estate are to drive rental growth, improve EPC ratings and secure other ESG improvements. Approximately 20%
of capex is typically directed to EPC-related improvements and all capex must generate a minimum return of 10% on
the capital deployed. Our capital expenditure plans also take account of local demand and supply, the requirements of
individual units versus the overall estate, and the Company’s longer-term aspirations to hold or sell the asset.
Total capital expenditure in the year was £6.6 million (excluding development), equivalent to 0.81% of GAV. At the year-
end, approximately 2.4% of the portfolio’s ERV was under refurbishment (31 March 2024: 0.8%).
ESG PERFORMANCE
At the year-end, 68.7% of the portfolio was rated EPC A+ to C (31 March 2024: 66.6%). This improvement reflects progress
made in the year, with 38 units, representing 223,000 sq ft of space achieving a minimum of an EPC B rating. This has
offset the impact of selling assets with high EPC ratings, notably Barlborough Links, Chesterfield, a 500,000 sq ft asset,
rated EPC B. In England and Wales, which are subject to MEES requirements, 74.3% of space is rated EPC A+ to C.
INVESTMENT ADVISOR’S REPORT
CONTINUED
36
The Group’s rent roll is also well diversified. The top 15 occupiers account for 33.6% of the contracted rents from the
investment portfolio, with the top 100 generating 77.5%.
Top 15 occupiers at 31 March 2025
Rent £m
% of total rent
D&B score
Wincanton Holdings Limited
2.4
5.7
5A2
John Lewis PLC
2.0
4.7
5A2
DFS Trading Limited
1.5
3.4
5A2
Alliance Healthcare (Distribution) Limited
1.2
2.9
5A2
Direct Wines Limited
1.2
2.7
N2
Artifex Interior Systems Limited
1.0
2.4
5A3
Argos Limited
0.8
2.0
5A2
Evtec Aluminium Limited
0.6
1.5
N4
Swissport GB Limited
0.6
1.4
N3
A. Schulman Thermoplastic Compounds Limited
0.5
1.2
3A2
Colormatrix Europe Limited
0.5
1.2
5A2
Smyths Toys UK Limited
0.5
1.2
4A2
Magna Exteriors (Banbury) Limited
0.5
1.1
2A2
F&F Stores Limited
0.5
1.1
4A2
Selco Trade Centres Limited
0.5
1.1
5A2
Total
14.3
33.6
This spread of occupiers across industries and business sizes means the Group is not reliant on any one occupier
or industry. This increases the Group’s resilience and helps to mitigate both financial and leasing risks.
Contracted rent by occupier size
FINANCIAL REVIEW
Performance
Rental income for the year was £43.4 million (FY24:
£44.0 million), with the reduction reflecting the impact
of asset disposals, partially offset by the Group’s leasing
activity, EPRA like-for-like rental growth of 4.2% and the
acquisition of Ventura Retail Park in the financial year. The
Group’s operating costs include its running costs (primarily
the management, audit, company secretarial, other
professional, and Directors’ fees), and property-related
costs (including legal expenses, void costs and repairs).
Total operating costs for the year were £16.9 million (FY24:
£16.0 million), reflecting an increase in non-recoverable
holding costs relating to larger vacant sites in Leicester,
Swindon and Speke, as well as a back-dated rates
settlement with Glasgow City Council.
The expected credit loss allowance remained low at
£0.1 million (FY24: £0.2 million). This reflects the diversity
and quality of the Group’s occupiers and our close
relationships with them.
The total cost ratio, which is the adjusted cost ratio
including direct vacancy costs, was 28.1% (FY24: 24.4%),
reflecting the increase in non-recoverable holding costs
of vacant properties. The total cost ratio excluding these
costs was down 53 basis points to 22.8%. The ongoing
charges ratio, representing the costs of running the REIT as
a percentage of NAV remains stable at 1.4% (FY24: 1.4%).
The Group disposed of assets totalling £85.7 million in
the year, (on a headline basis) 0.7% ahead of book values,
after taking into account disposal-related costs; a small
loss on disposal has been recognised for the year ended
31 March 2025 of £0.5 million.
At 31 March 2025, the Group recognised a gain of
£30.2 million on the revaluation of its portfolio (FY24: gain
of £15.1 million). See the Valuation section above for more
information.
Financing income in the year was £8.4 million (FY24:
£8.5 million), including £8.0 million (FY24: £8.2 million) of
interest receipts from interest rate derivatives.
Top 15 occupiers
Occupiers 16-25
Occupiers 26-50
Occupiers 51-100
Other
33.6%
9.4%
16.3%
18.1%
22.6%
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
37
THINKING INSIDE THE BOX
Financing costs include the interest and fees on the Group’s revolving credit facility (“RCF”) and term loan (see Debt
Financing and Hedging). Excluding the one-off £3.1 million accelerated amortisation of loan issue costs, as a result of the
debt refinancing (see Debt Financing and Hedging section for more information), financing costs fell to £21.4 million. This
is driven by a reduction in debt levels as well as a fall in the base rate.
The cost of debt as at 31 March 2025 has fallen to 3.6% (FY24: 4.2%). The Group also had a £6.8 million change in fair
value of derivatives (FY24: £5.2 million loss).
The statutory profit before tax was £41.7 million (FY24: £34.3 million).
The Group has continued to comply with its obligations as a REIT and the profits and capital gains from its property
investment business are therefore exempt from corporation tax. The corporation tax charge for the year was therefore £nil
(FY24: £nil).
Earnings per share under IFRS was 9.8 pence (FY24: 8.1 pence per share). EPRA EPS was 5.1 pence (FY24 (restated): 4.8
pence).
Adjusted earnings per share was 5.2 pence for the year (FY24: 4.8 pence). The table below reconciles the movement in
adjusted EPS between the two years:
Adjusted earnings per share
Pence
For the year ended 31 March 2024
4.8
Rental income and dilapidations
0.4
Reduced non-recoverable property expenses
(0.3)
Reduced investment management fee and other administrative expenses
(0.0)
Net finance costs
0.3
For the year ended 31 March 2025
5.2
Dividends
The Company has declared the following interim dividends in respect of the year:
Quarter to
Pence
Paid/to be paid
Amount (p)
30 June 2024
31 August 2024
6 October 2024
1.6
30 September 2024
22 November 202427 December 2024
1.6
31 December 2024
19 February 2025
11 April 2025
1.6
Total
4.8
Two dividends were property income distributions and one was a non-property income distribution. The cash cost of the
total dividend for the year (including the interim dividend declared for the March 2024 quarter) will be £27.2 million (FY24:
£27.2 million).
Net asset value
EPRA Net Tangible Assets (“NTA”) per share was 128.0
pence at 31 March 2025 (31 March 2024: 124.4 pence).
Combined with the dividend, this positive movement has
generated a total accounting return of 8.0% up 130 bps
from 6.7% the year prior.
The table below reconciles the movement in the EPRA NTA
in FY25:
EPRA NTA per share
Pence
As at 31 March 2024
124.4
Adjusted earnings
5.2
Profit on disposals
(0.1)
Dividends
(6.4)
Valuation movement
7.1
Accelerated borrowing costs
(0.7)
Deferred consideration on interest rate
caps
(1.5)
As at 31 March 2025
128.0
Debt financing and hedging
The Group refinanced its debt facilities in March 2025. The
new £300.0 million facility comprises a £200.0 million term
loan and a £100.0 million RCF. It replaces the Company’s
previous £320.0 million debt facility to June 2028. The
facility is provided by the Group’s existing club of four
lenders: HSBC, Bank of Ireland, NatWest and Santander.
The minimum interest cover is 1.5 times, compared to 2.0
times under the previous facility, and the maximum LTV
has been extended from 55% to 60%. Both the term loan
and the RCF attract a margin of 1.75% plus SONIA for an
LTV below 40% or 2.05% if the LTV is above 40%.
The margin on this facility was 45 basis points below the
previous margin, delivering a cost saving of £1.2 million
for the Company on an annualised basis, equivalent to
a per share saving of 0.3 pence (based on the drawn
balance at the year-end). This was one of the key initiatives
undertaken by the Group to improve dividend cover in the
current year.
INVESTMENT ADVISOR’S REPORT
CONTINUED
38
At 31 March 2025, £69.0 million was drawn against the RCF
and £200.0 million against the term loan. This gave total
debt of £269.0 million (31 March 2024: £284.0 million),
with the Group also holding cash balances of £8.4 million
(31 March 2024: £16.0 million), giving a net debt position
of £260.6 million (31 March 2024: £268.0 million). The LTV
ratio at 31 March 2025 was therefore 32.4% (31 March 2024:
33.1%). Interest cover for the period was 3.4 times, meaning
the Group was substantially within the covenants in the
debt facility.
At the year-end, the Group had £250.0 million of interest
rate caps in place. £50.0 million has a termination date of
November 2026 and caps SONIA at 2.0%; £100.0 million
has a termination date of July 2025 and £100.0 million has
a termination date of July 2027, both of which cap SONIA
at 1.5%. As a result, 92.9% of the Group’s debt was hedged
at year-end.
Amendment to Investment Management Agreement
At its HY25 results in November 2024 the Board
announced that discussions were underway, directed at
making some changes to the management arrangements.
In February 2025, Tilstone reached an agreement with the
Board on the basis of its future fee calculation. The new
arrangement sees the basis of the quarterly management
fee move from net asset value to the lower of net asset
value and market capitalisation effective 1 April 2025.
The fee thresholds and rates applied to the net asset
value-based calculations are unchanged under the new
arrangement, but for the linkage to market capitalisation,
as shown below.
Threshold
Fee rate on lower of EPRA
net asset value and market
capitalisation
Up to £500 million
1.1%
Above £500 million
0.9%
As part of the transition to this new arrangement, for the
first financial year only (ending 31 March 2026), the basis
of the fee calculation is subject to a floor of no lower
than 70% of EPRA net asset value. This arrangement
was expected to deliver cost savings of £2.1 million per
annum (equivalent to 0.5 pence per share) based on the
share price at the time it was announced to the market
on 11 February 2025, or £1.7 million under the transitional
arrangement (0.4 pence per share). This is another key
action the Group has undertaken to support dividend
coverage in the year.
All other terms of the Investment Management Agreement
were unchanged.
TILSTONE PARTNERS LIMITED
As the Investment Advisor, our team plays a crucial role in
the Group’s success. Our people have a range of relevant
skills, including real estate investment, asset management,
finance and sustainability.
While everyone who joins us has the experience and
qualifications they need for their role, we are committed
to supporting professional and personal development and
training. We therefore run an annual appraisal process and
provide both statutory and individual training, according to
each person’s job or personal requirements. Disclosure on
training and development for the Tilstone team is provided
within our EPRA Sustainability tables (see page 146).
In March 2025 we conducted our second employee survey.
We had a 100% participation rate and were particularly
pleased that over 90% rated their overall working
environment as Very Good or Good. We set annual
objectives which align to our values and every employee
has at least one ESG-related objective. Diversity and
inclusion are important to us, as we recognise the benefits
of diverse viewpoints and life experiences. At the year-
end, gender diversity was 71% male, 29% female across the
Investment Advisor.
POST-PERIOD END ACTIVITY
On 4 June 2025 the Group announced that it had
exchanged contracts for the acquisition of Rycote Lane,
a multi-let industrial estate near Thame, in the Oxford-
Cambridge Arc, for £34.75 million.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
39
THINKING INSIDE THE BOX
The scheme comprises 14 units, ranging in size from 3,000 sq ft to over 50,000 sq ft and is 98% occupied, generating a contracted rent of £2.1 million, equating to a net initial yield of
5.6%. It is rated BREEAM Excellent and all units are EPC A rated.
The acquisition is due to complete in September 2025.
COMPLIANCE WITH THE INVESTMENT POLICY
The investment policy is summarised below. The Group continued to comply in full with this policy throughout the year.
Investment policy
Status
Performance
The Group will only invest in warehouse assets in the UK.
All of the Group’s estates are UK-based warehouses.
No individual warehouse will represent more than 20% of the Group’s last-published gross asset value
(“GAV”), at the time it invests.
The largest individual warehouse represents 7.4% of GAV.
The Group will target a portfolio with no one occupier accounting for more than 20% of its gross contracted
rents at the time of purchase. No more than 20% of its gross assets will be exposed to the creditworthiness of
a single occupier at the time of purchase.
The largest occupier accounts for 5.7% of gross contracted
rents and 4.3% of gross assets.
The Group will diversify the portfolio across the UK, with a focus on areas with strong underlying investment
fundamentals.
The portfolio is well balanced across the UK, as shown in
the chart on page 8.
The Group can invest no more than 10% of gross assets in other listed closed-ended investment funds.
The Group held no investments in other funds during
the year.
The Group’s exposure to assets under development (including pre-let assets, forward fundings or assets which
have been at least partially de-risked), assessed on a cost basis, will not exceed 20% of gross assets at the
time of purchase.
The Group may invest directly, or through forward funding agreements or commitments, in developments
(including pre-developed land), where:
the structure provides us with investment risk rather than development risk;
the development is at least partially pre-let, sold or de-risked in a similar way; and
we intend to hold the completed development as an investment asset.
The Group may, where considered appropriate, undertake an element of speculative development, provided
that the exposure to these assets, assessed on a cost basis, does not exceed 10% of gross assets. Speculative
developments are those which have not been at least partially leased, pre-leased or de-risked in a similar way.
The Group’s exposure to developments at the year-end was
8.6% of GAV.
The Group views an LTV of between 30% and 40% as optimal over the longer term but can temporarily
increase gearing up to a maximum of LTV of 50% at the time of an arrangement, to finance value-enhancing
opportunities.
The LTV at 31 March 2025 was 32.4%.
INVESTMENT ADVISOR’S REPORT
CONTINUED
40
The Group’s full investment objective and policy are set out
on page 148.
INVESTMENT MANAGER
The Company is an alternative investment fund for the
purposes of the Alternative Investment Fund Managers
Directive (“AIFMD”) and, as such, is required to have an
Investment Manager who is duly authorised to undertake
that role. G10 Capital Limited (“G10”) is the Company’s
AIFM and Investment Manager and is authorised and
regulated by the Financial Conduct Authority.
INVESTMENT ADVISOR
Tilstone Partners Limited is Investment Advisor to the
Company.
Simon Hope
Tilstone Partners Limited
10 June 2024
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
41
THINKING INSIDE THE BOX
INTRODUCTION
Investors will be reassured that we have continued to
make good progress against all areas of our sustainability
strategy. We are reporting more comprehensively on our
activities and this increased disclosure has supported an
improvement in our MSCI rating to a BBB. In addition,
we have again achieved an EPRA sBPR Gold award for
sustainability reporting. For a company and a team of
our size, these are important achievements and a positive
endorsement of our commitment to sustainability.
In 2023, we worked with Savills to estimate our scope 1 and
2 emissions and from this baseline, set a target to be net
zero in both by 2030. We continue to make progress on
this through a combination of green energy procurement,
energy efficient interventions and removing gas wherever
the opportunity arises. However, scope 1 and 2 emissions
account for only a small proportion of our total carbon
footprint, and therefore we have been working hard,
with the support of Savills, to more accurately measure
occupier, or building-related scope 3 emissions.
We now have insight into occupier energy consumption
covering 48.0% of the current portfolio and have worked
with Savills to set a baseline for the whole portfolio.
Based on likely energy efficient interventions to be delivered
across the portfolio, we are setting an interim target to
reduce building-related scope 3 emissions by at least 25%
by 2030, at least 80% by 2040, and to be net zero by
2050, in line with the UK Government’s plans. This profile
of reductions takes into account lease expiries and typical
retention rates and aligns closely with the work we are
doing across the portfolio to improve our EPC ratings. Our
refurbishment programme targets a minimum EPC B rating
which we are achieving by capping gas connections and
delivering energy savings initiatives such as LED lighting.
Our high level EPC target is for the entire portfolio to be
EPC A+ to B rated by 2030, in line with proposed (but
not yet enacted) MEES legislation. While historically, we
have also targeted a fixed quantum of space to improve
year-on-year, we do not always have control over
when
we
can deliver refurbishments as the timing of lease events,
and occupier renewal rates, can mean that the volume of
space available for refurbishment is less than anticipated.
Rather than adhering strictly to a fixed quota of ratings
improvements each year, we are retaining the flexibility to
invest in our portfolio where the returns are most attractive
vs our cost of capital and where it is likely to be in the best
interests of our shareholders. So going forward, we will
01
Creating a
resilient portfolio
Reducing EPC risk
• Reducing climate-related
risks in the portfolio
Targeting green building
certifications
02
Reducing our
footprint
Implementing our net
zero carbon pathway
for scope 1 and 2
emissions
Reducing scope 3
carbon emissions
Increasing energy and
resource efficiency
Reducing waste and
resource consumption
03
Supporting our
occupiers
• Engaging with
occupiers to understand
their net zero
carbon goals
• Supporting occupiers’
wellbeing and providing
a safe environment for
all building users
• Integrating
sustainability criteria
into lease clauses
04
Responsible
business
• Implementing robust
governance and
oversight of ESG risks
• Being transparent
in disclosure and
participation in
investor benchmarks
and indices
OUR LONG-TERM ESG GOALS
WE ARE LEARNING HOW WE CAN
DECARBONISE OUR OPERATIONS
AND DELIVER THIS OVER A
REALISTIC TIME FRAME
Aimée Pitman
Chair of the Sustainability Committee
SUSTAINABILITY REPORT
42
monitor progress based on our percentage of space rated
EPC rated A+ to B. This year we successfully moved 38 units
from C or below to B or better over the year. The portfolio is
now 24.3% A+ to B rated and 68.7% A+ to C rated.
Our net zero pathway and EPC progress are two key
priorities for the Board and were topics at this year’s Board
training, delivered by third-party experts, Savills and MEES
Solutions respectively, alongside a regulatory update
from JLL.
We continue to look for opportunities to add PV panels to
our roofs, providing our occupiers with access to cheaper
and greener electricity. This can be challenging for a
portfolio where occupiers have responsibility for the roof
space, but we were pleased that two projects completed
in the year and we have another in the viability stage, so
we are making progress towards our target of 10% of the
portfolio by 2030.
This year’s occupier survey gave all occupiers on the
portfolio the opportunity to provide feedback on their
space, the service they receive, future requirements, ESG
priorities and their concerns at a macro level. While the
majority are positive on the quality of space and service
we provide, there are opportunities to engage more on
ESG initiatives and to go further in improving our occupier
amenities. Some of our assets offer more potential to
deliver this than others, with a greater provision of outdoor
space, for example at Bradwell Abbey, Milton Keynes,
where this year we have added outdoor seating and tables,
footpaths and cycle facilities. In addition, 24 electric vehicle
(“EV”) charging provisions were added in the year, taking
the total to 43.
Recognising our responsibility to have a positive impact
in the areas in which we operate, we have focused our
efforts on Milton Keynes, where two of our largest assets
are located and where we believe we can make the most
difference. Continuing our partnership with Bus Shelter,
a charitable organisation tackling homelessness in the
area, we have made a donation to support the building of
therapy rooms and are helping source professional advice
for this project. In addition, two of the senior management
team at Tilstone participated in the Milton Keynes CEO
sleepout, raising money and awareness of homelessness
locally and more of the team have volunteered at a
homeless café in the town.
In summary, ESG is well embedded into our business;
we recognise the value it can add to our assets and the
important role it can play in attracting new occupiers to
our places. The more relevant energy and emissions data
we collect, the better placed we are to understand how
we can decarbonise our operations and deliver this over a
realistic time frame. We recognise this will be a challenge
given so much of our carbon emissions are outside of our
control, but we benefit from an excellent relationship with
our occupiers, and we have established a clear protocol
for steady investment into our portfolio, making it more
energy efficient over time.
Aimée Pitman
Chair of the Sustainability Committee
10 June 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
43
THINKING INSIDE THE BOX
01
2025 target
Progress
EPC improvement
programme to ensure
all in‑scope properties
have a valid EPC and
target a further 25%
reduction of D and E
rated properties
In FY24 we achieved a 25.7% reduction in D and E rated
space subject to MEES requirements (in England and
Wales).
This year, we have delivered a further 21.9% reduction, just
below our target but taking the cumulative reduction in
D and E rated space to over 40% compared to our FY23
baseline.
68.7% of the total portfolio is now EPC A+ to C rated
(FY24: 66.6%) and 24.3% is A+ to B rated (FY24: 26.5%).
The reduction in A+ to B rated space reflects capital
activity in the year, notably the sale of Barlborough Links,
Chesterfield, a 500,000 sq ft EPC B rated property.
74.3% of the England and Wales portfolio is EPC A+ to C
rated (FY24: 71.6%)
The portfolio is fully compliant with existing EPC
regulations.
Deliver mitigation plans
for assets identified
as higher risk through
TCFD climate change
scenario analysis
The assets in the portfolio are either at low risk from
climate change even under the most extreme climate
change scenarios or mitigating plans are being delivered.
Read more in our TCFD report on pages 49 to 58.
£100,000 earmarked
to cover ESG‑related
investment
£29,500 spent in the year.
Key initiatives investment in occupier amenities, including
outdoor seating and tables, footpaths and cycle facilities
DELIVERING EPC IMPROVEMENTS
Our approach
Delivering EPC improvements is an integral part of our asset management approach
(see page 19). We refurbish buildings at lease events in line with our Environmental
Refurbishment and Development Standards which formally target a minimum EPC B.
Energy efficiency initiatives include upgrading lighting to LEDs, disconnecting gas,
replacing boilers and radiators with electric panel heaters and introducing air source heat
pumps for the office space. Annual capex is typically 0.75% of GAV of which c.20% is
allocated to EPC improvement-related initiatives.
Having the opportunity to deliver energy-efficient improvements is a key driver of
progress. Where a unit falls vacant, this is straightforward, but our retention rate of 62.9%,
means that occupiers frequently renew their leases meaning that refurbishments are not
always possible. Where possible, we work with our occupiers to deliver improvements while
they are in occupation.
68.7%
A+ to C rated as
at March 2025
74.3%
A+ to C rated in
England & Wales
as at March 2025
INVESTMENT PORTFOLIO - ALL REGIONS
EPC PERFORMANCE
E and
below
D
C
B
A
A+
0
10
20
30
40
50
March 2024
March 2025
CREATING A RESILIENT PORTFOLIO
44
02
2025 target
Progress
Progress ambition to
achieve net zero on
scope 1 and 2 by 2030
Like-for-like reduction in scope 1 and 2 emissions of 30.8%,
but this comparison comprised just two assets for scope 1
and 13 for scope 2 meaning that changes at single assets
can significantly skew the overall percentage
Scope 1 and 2 emissions increased by 5.2% on an absolute
basis.
Increase visibility over
occupier energy usage
by at least another 10%
Occupier energy usage is our primary source of scope
3 emissions. Working with Savills, coverage of occupier
electricity consumption is now 48.0% of the investment
portfolio, based on the year-end position; this compares to
an estimated 39.4%
1
in FY24.
All new leases include green clauses with 91% having
absolute provisions on sharing environmental data
Target PV on a minimum
of 10% of the portfolio
by 2030
Two PV projects completed in the year at Walton Road
Industrial Estate in Stone and Witan Park Industrial Estate
in Witney, taking the total area covered to 51,100sq ft
One further asset is at the viability stage, covering 188,000
sq ft and is expected to complete in FY26. Three assets are
in the pipeline, covering 221,800 sq ft. Fitted and potential
space covered represents c.7% of the current portfolio
Ensure 100% of directly
procured electricity
from renewable
contracts
100% of landlord-procured electricity contracts are REGO-
backed tariffs at year-end
1. FY24 coverage figure restated for more detailed information (see EPRA disclosure
page 144)
PROGRESSING NET ZERO
Scope 1 & 2
Our existing target is to be net zero
in scope 1 and 2 emissions by 2030.
Following analysis undertaken this
year, we are reaffirming this and further
committing to eliminating fossil fuel use
beyond 2040, which should enable us to
be net zero in scope 1 and 2 emissions
without the need to offset. Until the
complete phase-out of fossil fuels, any
residual emissions will be offset to meet
our net zero commitment.
Scope 3
Working with Savills Earth, we have
measured our carbon baseline as at
31 December 2024 using the collated
metered energy data referenced to
the left, which indicates that scope 3
emissions account for c. 96% of our total
GHG emissions. In this context, scope 3
refers only to emissions from building
operations, and excludes other scope
3 categories such as supply chain and
transport.
Based on the following key interventions
to be delivered over the coming years,
we expect to be able to reduce building-
related scope 3 emissions by at least
25% by 2030; at least 80% by 2040 and
to be net zero by 2050, in line with the
government’s target.
Upgrading all lighting to energy-
efficient LEDs by 2040
Enhancing older buildings’ thermal
performance through improved
insulation
Replacing fossil fuel heating with heat
pumps and hot water systems with
electric systems by 2045
Installation of PV panels, targeting
10% coverage by units by 2030 and
30% by 2050
We will monitor and review the progress
made on delivering these interventions
and provide updates as part of our
regular reporting.
NET ZERO PATHWAY
0
2,000
4,000
6,000
8,000
0,000
2,000
4,000
6,000
8,000
2024
2026
2028
2030
2032
2034
2036
2038
2040
2042
2044
2046
2048
2050
Other scope 3 (tCO2)
Gas scope 3 (tCO2)
Electricity scope 3 (tCO2)
Scope 3 BAU
REDUCING OUR FOOTPRINT
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
45
THINKING INSIDE THE BOX
03
2025 target
Progress
Annual occupier survey
All occupiers surveyed on a broad range of topics,
including feedback on their space, future requirements,
ESG priorities and macroeconomic concerns. See below.
Respond to feedback
from FY24 survey
Increase EV charging
provision
Site specific
amenities at key
multi‑let assets
Share insights to
improve energy
efficiency and
reduce costs
24 EV chargers fitted in the year, taking the portfolio
total to 43 with 20% of estates having at least some EV
charging provision
Outdoor tables and seating delivered at Bradwell Abbey,
Milton Keynes; follows launch of café and management
office last year.
Progressing plans for an extensive outside amenity
provision at Boulevard Industrial Park, Speke
Our occupier survey demonstrated an appetite to work
with us to improve energy efficiency, but portfolio-wide
meter upgrades are required to identify insights at scale,
which we are addressing through our refurbishment
programme.
OCCUPIER SURVEY
This year we worked with Savills to do a comprehensive occupier survey in which all
occupiers had the opportunity to participate. Overall, occupiers provided positive feedback
on the buildings: over 90% of respondents rated them between average and very good,
with 49% rating them good or very good. The overall quality of the units scored 3.6 out
of 5.
93% said that sustainability was important or very important to their business and 48%
had already introduced energy-saving initiatives to managed increased energy costs.
Health and wellbeing ranked as the key sustainability objective and reinforces our focus on
improving the amenities at our assets and providing a high-quality environment outside of
our buildings.
In terms of more macro themes, 40% were slightly or very optimistic about the outlook for
the UK economy in 2025, which is encouraging given the survey was conducted in January
2025, following the budget. However, rising costs were cited as the key business concern
this year. Despite this, 68% said they expected their space requirements to stay the same,
with a further 26% expecting to require more space.
Well-maintained outside space,
Bradwell Abbey, Milton Keynes
Very good
Poor
Good
Very poor
Average
Increase significantly
Stay the same
Increase somewhat
Decrease somewhat
How would you rate
working in the
building?
In 12 months,
would you expect
your space
requirements to:
FEEDBACK FROM OUR OCCUPIER SURVEY
SUPPORTING OUR OCCUPIERS
46
04
2025 target
Progress
Improve performance
in sustainability
benchmarks
MSCI ESG rating improved to a BBB from a BB
EPRA sBPR Gold award maintained for the fourth year
Progress community
programme
£16,300 charitable donations across Warehouse REIT
and Tilstone Partners, including Bus Shelter, Aylesbury
Women’s Aid and match funding for the Milton Keynes
CEO sleep out
Participated in Pathways to Property for the second year,
including hosting an intern at Tilstone Partners
Deliver Board and
Investment Advisor
training
Board training delivered including sessions from Savills
on our Net Zero Pathway, MEES Solutions on existing
and forthcoming EPC regulations and JLL on the wider
regulatory environment
Develop approach to
biodiversity
Trial ecological assessment undertaken at Midpoint 18,
Middlewich with learnings for the wider portfolio identified
HOMELESSNESS IN MILTON KEYNES
We have focused our efforts on helping organisations tackle homelessness in and around
Milton Keynes, where two of our major assets are located.
We are working with Bus Shelter, an organisation providing food and shelter for homeless
people, and support them in their search for accommodation, work and medical care. Our
donation will go towards building a space for confidential meetings and we are helping
source professional advice for this project.
In addition, two of the Tilstone team participated in the Milton Keynes CEO sleep out,
raising £3,310, and more of the Tilstone team have volunteered at a café for homeless
people in Milton Keynes, in association with Unity MK.
RESPONSIBLE BUSINESS FOUNDATIONS
STRATEGIC REPORT
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ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
47
THINKING INSIDE THE BOX
01
Creating a resilient portfolio
02
Reducing our footprint
03
Supporting our occupiers
04
Responsible Business
£100,000 earmarked to cover ESG-
related investment
All units subject to MEES requirements,
to be rated EPC A+ to B by 2030
Progress ambition to achieve net zero
on scope 1 and 2 emissions by 2030
Net zero by 2050 with interim targets
to reduce building-related scope 3
emissions by at least 25% by 2030 and
at least 80% by 2040
Target PV on a minimum of 10% of the
portfolio by 2030
Perform annual occupier survey
Respond to feedback from FY25
survey, including site-specific
amenities at key multi-let assets and
engagement on ESG matters
Improve performance in sustainability
benchmarks
Progress community programme
Deliver Board and Investment Advisor
ESG training
Deliver biodiversity initiatives in line
with pilot ecological assessment
THE FOLLOWING ARE SPECIFIC COMMITMENTS FOR THE YEAR AHEAD
THESE SIT ALONGSIDE OUR BUSINESS-AS-USUAL INTERVENTIONS WHICH SUPPORT OUR LONG-TERM GOALS.
FUTURE COMMITMENTS
48
TCFD DISCLOSURE
INTRODUCTION
As part of our vision to be an industry-leading investor in UK warehouses, we proactively manage
our climate-related risks and publicly report climate-related financial information to our stakeholders.
Here we disclose the climate-related risks we have
identified to the business and outline our overarching
risk management approach in line with the TCFD
recommendations.
We have made significant progress in responding to all 11
TCFD recommendations and recommended disclosures,
including advancing on our scope 3 emissions reporting.
GOVERNANCE
THE BOARD’S OVERSIGHT OF CLIMATE-RELATED RISKS
AND OPPORTUNITIES
The Board is ultimately responsible for the Group’s
approach to risk management and its internal control
process, including setting the Group’s risk appetite,
identifying principal risks, and assessing mitigating controls
via regular risk reviews. The Board has fundamental
responsibility over wider sustainability matters, including
the Group’s sustainability strategy and reporting
obligations. Climate change has been identified as a
principal risk to the business in the corporate risk register
and is a key component of our sustainability strategy.
The Audit and Risk Committee provides additional
oversight of the Group’s risk management framework and
is involved in identifying, assessing, and managing risks.
The committee meets a minimum of twice a year to review
the effectiveness of the overall risk management strategy
and reviews the potential impact and related business
mitigation strategies of principal risks across the risk
register, including the climate-related principal risk.
The Sustainability Committee, established in 2021 and
chaired by Board member Aimée Pitman, met four times
in the year, and going forward will convene biannually. It
has oversight of the Group’s approach to the management
of climate-related risks, including developing and
implementing the Group’s responsible business agenda,
sustainability strategy and external ESG reporting.
Following the climate risk scenario modelling undertaken
in 2023, the Sustainability Committee reviewed the
Group’s climate-related risks and mitigation strategies via
a separate ESG risk register, making recommendations to
the Audit and Risk Committee, which reviews and monitors
the Group’s risk management framework. The Chair of
the Sustainability Committee reports to the Board after
every committee meeting. The Sustainability Committee
makes recommendations to the Board, as appropriate, to
ensure that any material climate-driven macroeconomic,
financial, and regulatory market changes are escalated and
integrated into strategic decision-making via the Group risk
register. The Sustainability Committee is also responsible
for setting and overseeing performance towards climate-
related targets and long-term goals, read more on page 42
to 48. The implementation roadmap and actions towards
achieving these goals are then overseen by the Investment
Advisor.
Furthermore, to ensure the Board remains at the forefront
of ESG matters, we conduct annual specialised training
sessions. In March 2025, the Board participated in a
comprehensive training session that covered three critical
areas: JLL provided an in-depth regulatory update on
sustainability disclosure requirements; MEES Solutions
presented the latest developments in Minimum Energy
Efficiency Standards; and Savills Earth delivered a session
on portfolio decarbonisation. This multifaceted training
session was designed to equip the Board with a better
understanding of the industry’s evolving reporting
obligations and to emphasise the strategic importance of
sustainability initiatives.
MANAGEMENT’S ROLE IN ASSESSING AND MANAGING
CLIMATE-RELATED RISKS AND OPPORTUNITIES
The Investment Advisor supports the Board and Audit
and Risk Committee in identifying and evaluating risks and
is responsible for forming and implementing the Group’s
risk management strategy. The Investment Advisor is
also responsible for coordinating with stakeholders and
engaging with occupiers to identify risks and implement
mitigating controls at the asset level. The Investment
Advisor sits on the Sustainability Committee, alongside
TCFD DISCLOSURE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
49
THINKING INSIDE THE BOX
Board members, enabling the communication of climate-
related risks between operational, management and
Board levels.
The Investment Advisor is responsible for day-to-day
operational activities and the application of the risk
management strategy, including climate risk management.
The Investment Advisor, with support from the Property
Manager, is responsible for collecting and reporting
environmental and climate-related data, enabling Board
committees to monitor performance against strategic
long-term goals and targets. The Investment Advisor
supports the Board with developing and delivering the
Group’s sustainability and climate-related ambitions and
reports significant risks at the property level to Board
committees on an ad hoc basis, ensuring that there is
clear communication between different stakeholder
groups, including occupiers, suppliers and the Board, on
sustainability matters.
A detailed overview of our governance structure can be
found to the right.
Warehouse REIT Board
Audit and Risk Committee
Sustainability Committee
TPL Sustainability Team
Strategic guidance
and support during
implementation
Report on progress
against targets
Identifies, assesses
and manages risks
and mitigation
strategies
Recommends
climate-related
risks and mitigation
actions
Decisions and
objectives
Target setting and
decision-making
preparations
Reports on
progress
TCFD DISCLOSURE
CONTINUED
50
STRATEGY
CLIMATE-RELATED RISKS AND OPPORTUNITIES
IDENTIFIED OVER THE SHORT, MEDIUM AND
LONG TERM
We recognise that physical climate-related risks materialise
over the medium to longer term and that the assets we
acquire and occupy now will be here for many years into
the future. Without appropriate risk management, these
risks could have severe financial, safety and reputational
implications. As such, in 2023, we conducted climate
risk scenario modelling to assess the exposure of our
portfolio to physical climate-related risks across three IPCC
(Intergovernmental Panel on Climate Change) climate
scenarios – RCP (Representative Concentration Pathway)
2.6, RCP 4.5 and RCP 8.5 (see page 54) – over the short
term (present day), medium term (2050) and long term
(2080). The time horizons align with the 2050 net zero
carbon deadline set by the UK Climate Change Act and
captures a range of climate-related risks that are expected
to materialise in the near and long term.
Table 1: Percentage of portfolio classified as ‘high-risk assets’ under different scenarios
Scenario and physical hazard
Current
(present day)
Medium
horizon
(2050)
Long horizon
(2080)
Low scenario (RCP2.6)
Flooding
3.6%
5.6%
5.4%
Subsidence
6.0%
0.0%
6.0%
Coastal erosion
0.0%
0.0%
0.0%
Medium scenario (RCP 4.5)
Flooding
3.6%
5.8%
6.0%
Subsidence
6.0%
6.0%
9.2%
Coastal erosion
0.0%
0.0%
0.0%
High scenario (RCP 8.5)
Flooding
3.6%
5.8%
6.0%
Subsidence
6.0%
12.3%
12.3%
Coastal erosion
0.0%
0.0%
0.0%
Supporting notes on table above:
1
The 2024 analysis has been restated to reflect the 2025 portfolio. However, the table above does not reflect the acquisition of Ventura Retail Park. This change
is not considered material, as the new asset is similar to our existing portfolio. Given this minor change, we do not anticipate a significant increase in our
overall risk exposure since 2024.
2
In our original analysis, nine of our standing investments were considered at high risk from flooding, which decreased to six following asset sales. Subsequent
to this, we conducted further flood risk assessments on these six assets. These detailed assessments revealed that only one asset continues to be potentially
at high risk of surface water flooding, with a second asset reclassified as at moderate risk. The remaining four assets have been reclassified as low risk. It is
important to note that the impact of these further assessments has not been reflected in the data. The climate risk scenario modelling covered a total of five
climate-related hazards, including coastal flooding, river flooding, flash (surface water) flooding, subsidence, and coastal erosion, and assessed the likelihood
of these hazards impacting our portfolio. The analysis was performed across three climate scenarios and time horizons as set out in Table 1.
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THINKING INSIDE THE BOX
The assessment was based on trusted climate and natural
hazard databases, such as the JBA Floodability Index,
British Geological Survey and National Coastal Erosion Risk
Mapping. The exposure level to each hazard was ranked
across low, moderate, and high-risk likelihood bands, based
on a simplified classification of the results generated by
each risk model, which had individual likelihood ratings.
The assessment also revealed the number of assets
exposed to each risk level and provided hazard exposure
profiles of our top ten largest estates. This provided a clear
overview of the impact likelihood that modelled hazards
pose to the portfolio, enabling us to make strategic
decisions on where to focus mitigating action.
Our original analysis was restated for the past two years
to account for asset sales within our portfolio as of
31 March 2025. The 2025 assessment found that 75% of
units have very good resilience to physical climate hazards,
continuing to have low exposure to all physical climate
hazards even under the most severe climate scenarios. For
the units at risk from physical climate hazards, flooding is
the most likely risk, with 3.6% of modelled units potentially
at high risk. Additionally, 12.3% of assets are potentially
exposed to a subsidence hazard in a severe, late-century
scenario, and this is something we monitor with our
property managers. Our portfolio is not exposed to coastal
erosion.
Following this review, we have continued to expand our
understanding of climate risk, including further asset-level
flood-risk assessments, starting with assets identified
as having the highest exposure to flooding. These
assessments demonstrated that, on further investigation,
only one site was classified as ‘High risk’ for surface
water flooding. More details can be found in the Risk
Management section of this report. Overall, the business
has integrated the findings of the climate risk scenario
modelling into the risk management approach under the
climate change principal risk.
Since 2024, we have disposed of ten assets and acquired
one new asset, Ventura Retail Park in Tamworth. Given
these relatively minor changes, we don't expect our overall
risk exposure to have increased significantly since 2024.
However, in line with our approach, we commissioned
a technical review of an existing flood risk appraisal for
Ventura Retail Park during the purchase process. The site,
located entirely within Flood Zone 3, benefits from flood
defences providing protection against a one in a 100-year
fluvial flood event. The assessment indicates that the site
faces a low risk of flooding from fluvial, surface water, and
groundwater sources, with negligible to low risk from tidal
and artificial sources. Consequently, the overall flood risk is
considered ‘Low to Negligible’.
In addition, we recognise that transition risks are expected
to be the most impactful in the short term and are likely to
occur across scenarios associated with significant policy
action and market shifts towards decarbonisation.
We have identified several key transition risks, including:
risk of non-compliance with evolving regulations, such
as Minimum Energy Efficiency Standards and other
environmental regulations;
increasing cost of compliance with environmental
regulation;
costs associated with meeting decarbonisation targets;
increasing costs of maintenance and refurbishments,
for example, due to supply chain issues or the switch to
more environmentally friendly materials;
potential for inaccurate data reporting;
challenges in accessing affordable finance due to
insufficient ESG credentials;
potential loss of occupiers, revenues and property
value if environmental requirements and occupier
expectations are not met; and
insufficient power capacity at locations due to increased
demand from electrification, potentially deterring new
occupiers or causing relocations.
Additionally, our ESG strategy also identifies opportunities
that serve as climate mitigation actions and improve our
resilience. These include enhancing our energy and carbon
data management, evaluating low-carbon solutions,
including on-site renewable energy sources, and improving
energy and resource efficiency. These initiatives aim to
achieve long-term cost savings, secure satisfactory energy
performance certificates and support our net zero carbon
ambitions. We believe that these efforts not only improve
our reputation but also help attract premium occupiers.
DETERMINING THRESHOLDS OF ‘HIGH-RISK’
Flood
risk analysis is undertaken using the JBA
Climate Change Floodability Index dataset. The
Floodability Index summarises information about
depth and frequency of flooding into five simplified
hazard bands with ratings from Low risk to Very
high risk. Our analysis grouped the top three tiers of
the Floodability Index into a single ‘High risk’ band,
which better reflects the range of hazards within the
red and black categories and simplifies the overall
reporting of asset risk when combined with other
perils.
Subsidence
hazard data used in the British
Geological Survey model is underpinned by the
UKCP09 Climate Projections, which are based on
the SRES A1B climate scenario. The BGS classifies
the degree of hazard according to the likelihood that
foundations would be affected by increased clay
shrink-swell due to climate change.
Coastal erosion
risk has been evaluated using a
subset of the National Coastal Erosion Risk Mapping
(“NCERM”) datasets. The NCERM mapping divides
the coastline into ‘frontages’, which are defined as
lengths of coast with consistent characteristics based
on the characteristics of the cliffs and any defences
that may be present. The data describe the upper
and lower estimates of erosion risk at a particular
location, within which the actual location of the
coastline is expected to lie.
TCFD DISCLOSURE
CONTINUED
52
IMPACT OF CLIMATE-RELATED RISKS AND
OPPORTUNITIES ON THE ORGANISATION’S
BUSINESSES, STRATEGY AND FINANCIAL PLANNING
Climate-related risks and building resilience are embedded
into our business strategy under the ‘Creating a resilient
portfolio’ pillar and as an independent principal risk in our
risk register. Energy and carbon efficiency opportunities
are also identified within our sustainability strategy under
the ‘Reducing our footprint’, ’Supporting our occupiers’
and ‘Responsible business foundations’ pillars.
To enable us to mitigate climate risks and harness
opportunities, we have included a sustainability budget
within our financial budgeting processes. This budget is
initially proposed by the Sustainability Committee and
subsequently approved through our business budgeting
process. The budget is primarily driven by compliance
requirements, including TCFD, EPRA and ESOS reporting
and we track other related ESG expenditure such as
environmental assessments, surveys and EPC assessments.
Additionally, we maintain a separate £100,000 ESG
fund, which is designed to finance environmental or
social activities that may not meet our usual returns
requirements but have a positive impact on our assets
or stakeholders. It's intended for initiatives outside the
ordinary capex programme and is not applied to projects
with attractive paybacks or strong business cases. Asset
managers can propose qualifying investments, which
may include environmental initiatives like ecology plans,
tree planting, and bee hives, or social initiatives such as
installing defibrillators or bicycle racks. The overall budget
is informed by our experience of investing in and managing
our properties to align with best sustainability practices
over the whole property life cycle.
Throughout the acquisition process our investment
decisions are informed by preliminary climate risk
assessments for flood risk and take into account the EPC
rating of the building, ensuring that potential acquisitions
align with our net zero carbon pathway or that mitigating
actions are integrated within the asset business plan post-
acquisition. Our overall approach to asset management
includes upgrading assets by improving their energy
efficiency and building fabric, which also helps to extend
the life expectancies of our buildings, thereby reducing
longer-term carbon emissions. For further information
on this, including our approach to EPC’s and sustainable
investing, see page 44 of our sustainability report.
During the operational life cycle of our assets, we engage
with occupiers to understand their ESG needs and
aspirations, reduce their energy consumption and collect
and monitor energy use across the portfolio. 100% of
landlord supplied electricity was procured from renewable
sources at year-end and we aim to ensure all new leases
include green principles in line with our net zero carbon
pathway and climate risk management efforts. These green
leasing principles include:
1.
Data sharing: Sharing relevant environmental and
energy data.
2. Collaborative improvement: A mutual wish to cooperate
and collaborate to improve Building Management and
environmental performance, without creating a legal
obligation.
3. Tenant alterations: Any tenant alterations will not result
in a reduction of the Energy Performance Certificate
(EPC) rating.
4. EPC Maintenance: Cooperation in maintaining the EPC
and sharing relevant information.
These principles balance obligations and cooperation,
fostering a collaborative approach to sustainability while
maintaining flexibility in the leasing arrangement. They aim
to align tenant and landlord interests in achieving better
environmental outcomes for the property.
We have also developed Environmental Refurbishment
and Development Standards covering several sustainability
topics including ecology, EV charging, sustainable
drainage, on-site renewable energy (solar PV panels),
sustainable travel and resource and energy efficient
internal fit-outs for all refurbishments and developments.
The standards help us manage the transition risks
associated with decarbonisation. We are also targeting a
BREEAM rating of Excellent for significant developments
where possible, with a minimum rating of Very Good.
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Annual Report and Financial Statements 2025
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THINKING INSIDE THE BOX
We remain focused on improving EPC ratings for all
buildings in our portfolio as part of our EPC Improvement
Programme. This effort aligns with the proposed MEES
regulations for 2027 and 2030, which require non-
domestic rented buildings to hold a minimum ‘C’ and ‘B’
EPC rating, respectively. Through a comprehensive desktop
study, we have identified where we need to invest in
assets to drive the necessary improvements and, based on
projects delivered to date, have estimated the total capex
costs required to upgrade all our buildings to a minimum
EPC B rating. Through this analysis, we determined that
the cost for retrofitting the portfolio in England and Wales
to a minimum of an EPC B by 2030 is approximately
£5.4 million (excluding assessment fees). This can
comfortably be covered through our annual capex to 2030,
which is typically 0.75% of GAV. This analysis makes no
assumption on asset sales, which could potentially reduce
the overall cost. Timing will be driven by lease events,
which afford an opportunity to deliver improvements
and engage with the occupier, but we also engage with
our occupiers on these matters on an ongoing basis.
This proactive approach aims to mitigate the risk of non-
compliant buildings becoming unlettable or stranded in
the future.
Having conducted physical climate risk scenario modelling,
we understand the exposure of our assets to selected
climate risks in the UK across the IPCC’s RCP 2.6, RCP
4.5 and RCP 8.5 climate scenarios. Throughout our risk
review processes, we have also identified transition risks
associated with climate change and have developed risk
mitigation measures in terms of minimum certification
standards, compliance and decarbonisation. While
resilience is inherently integrated into our business
strategy, following the results of our portfolio-wide
scenario analysis, we commissioned site-focused flood
risk assessments to improve our understanding of the
mitigation actions required to improve our resilience.
RESILIENCE OF THE ORGANISATION’S STRATEGY,
TAKING INTO CONSIDERATION DIFFERENT CLIMATE-
RELATED SCENARIOS, INCLUDING A 2°C OR LOWER
SCENARIO
The climate scenarios RCP 2.6, RCP 4.5 and RCP 8.5 were
selected for our assessment, as they cover a range of
possible emissions scenarios. The RCP 2.6 climate scenario
represents a pathway where greenhouse gas emissions are
greatly reduced by immediate policy action and market
forces, to decarbonise and meet the Paris Agreement. RCP
4.5 is a more moderate climate scenario where emissions
peak in 2040 followed by significant decarbonisation
policy and market action. The RCP 8.5 scenario is
characterised by a large increase in GHG emissions
contributing to high temperature rises, significant
changes in weather patterns and severe physical risks.
Our resilience to scenarios associated with transition risks
is secured by our net zero carbon pathway and related
activities (described in TCFD Recommended Disclosure –
Strategy b).
Our resilience against risks associated with the RCP
8.5 climate scenario is currently supported by our
Environmental Refurbishment and Development Standards
and our proactive approach to assessing risks. In this
scenario, we would also expect our business model to
evolve. We are planning to further our resilience with
additional climate-related KPIs and risk management
measures, as well as maintaining our programme of regular
briefings and training on forthcoming regulations and
climate risk upskilling.
TCFD DISCLOSURE
CONTINUED
54
As an investor solely in the UK, we are conscious of the
government strategy which sets out policies and proposals
for decarbonising the economy to meet its net zero
target by 2050. This strategy has introduced policies that
will trigger a transition in our sector, particularly relating
to improving the energy efficiency of buildings and the
electrification of heating. With our net zero pathway and
strong focus on improving EPCs across the portfolio,
we are confident that our approach to decarbonisation
will make the business resilient to the transition risks
expected with a 2°C or lower scenario. There is a danger of
underestimating the magnitude of impacts associated with
global temperature rises over 3°C, and we recognise that
such a scenario will be accompanied by significant macro
social and economic disruption which will be difficult to
avoid. We have already begun to improve our resilience to
the effects of more significant temperature increases, as
detailed in the table to the left.
Scenario
Average
°C rise
Transition
Impact
Ongoing Warehouse
REIT response
Scenario 1
Low
emissions
scenario:
RCP 2.6
1.2 – 1.6°C
by 2100
Low emissions scenario
where there is immediate
policy action to meet
the Paris Agreement.
Transition risks dominate.
Economic:
Immediate
globally coordinated
decarbonisation efforts to
achieve net zero by 2050,
associated with significant
costs to meet these
demands.
Environmental:
Low
physical risk.
Net zero carbon
pathway.
Maintain 100% of
electricity procured
from renewable
sources.
Ensure all new leases
include green clauses.
• EPC improvement
project.
Scenario 2
Moderate
emissions
scenario:
RCP 4.5
1.6 – 3.2°C
by 2100
Moderate emissions
scenario where there is
significant policy action
in 2040. Transition risks
dominate, but physical
risks are still present.
Economic:
Delayed
transition requiring more
substantial regulatory
and market pressures
to decarbonise in the
medium term.
Environmental:
Moderate
physical risk, although
up to 3.2°C warming
still presents substantial
physical climate risks.
• Accelerate
refurbishment plans
in line with internal
standards.
• Wider engagement
with occupiers on
decarbonisation.
Increase investment in
our energy and carbon
data management
systems.
Scenario 3
High
emissions
scenario:
RCP 8.5
3.2 – 5.4°C
by 2100
High emissions, business-
as-usual scenario where
policy action is negligible
and global warming rises
drastically. Physical risks
dominate.
Economic:
Permanently
stunted GDP growth and
severe economic and
social shifts.
Environmental:
Chronic
changes to weather
patterns and ecosystems
causing severe impacts on
a global scale.
Evolve business model
and strategy focusing
on approach to climate
resilience.
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Annual Report and Financial Statements 2025
55
THINKING INSIDE THE BOX
RISK MANAGEMENT
DESCRIBE THE ORGANISATION’S PROCESSES FOR
IDENTIFYING AND ASSESSING CLIMATE-RELATED RISKS
Our risk registers categorises risks by physical and
transition, which is informed by input from the Investment
Advisor. In the ESG risk register, specific climate-related
risks are identified, for example a physical risk of extreme
weather events, which are then described by their nature,
cause and general impact. An example of transition
risk would be failure to meet upcoming building energy
efficiency regulations. In the risk register, each risk is
assigned an inherent risk score; controls and mitigations
are taken into account to derive an adjusted residual risk
score. There is also a section covering emerging risks,
which is for consideration by the Sustainability Committee.
Risk impact is scored on a severity scale of one to five
based on a combined assessment of impact criteria
covering operational, brand, environmental and financial
aspects. The financial impact is assessed pertaining to
the underlying value of the assets and the returns for
shareholders. Likelihood is also scored from one to five
ranging from remote likelihood to almost certain.
The Investment Advisor also assists in the implementation
and measurement of climate-related activities at the
operational level and monitors the organisation’s
compliance with those activities. A third-party consultant
supports the Investment Advisor with the identification
and assessment of risks. The Investment Advisor also
reviews emerging and existing regulation requirements,
including those in relation to climate-related risks.
The ESG risk register is used to communicate these risks
to the Board, to be embedded in our risk management
approach and decision-making. Principal risks on the risk
register are scored on probability and impact and are
assessed based on the severity of financial, environmental
and brand impacts, pertaining to the underlying value
of the assets and the returns for shareholders. These are
reviewed throughout the year by the Investment Advisor,
with the Audit and Risk Committee conducting an overall
review of the risk management strategy on an annual basis.
The Sustainability Committee has more specific
responsibilities for overseeing the separate ESG risk
register and makes recommendations to the Audit and
Risk Committee regarding inclusion in the Group’s risk
management practices.
The Group has also committed to annually reporting
against TCFD and regularly conducting climate
risk assessments in line with TCFD best practice
recommendations, ensuring climate-related risks are
consistently integrated into our risk management
framework.
DESCRIBE THE ORGANISATION’S PROCESSES FOR
MANAGING CLIMATE-RELATED RISKS
To manage climate-related risks, the impact of climate
change on our portfolio has been recognised as a principal
risk in our risk register and risk management process
for ESG considerations. We also recognise compliance
risks associated with climate change in our risk register.
This ensures that climate-related risks and opportunities
are actively monitored and mitigated by the Board and
committees. The risk management process, as well as
additional insights gained from third-party consultants,
such as the climate risk scenario modelling we conducted
last year, helps us prioritise climate-related risks and
control measures.
As referred to in the Strategy section of this report, for
flood risk, we commissioned a third-party specialist to
conduct site-specific flood risk assessments and site
surveys for those estates identified as potentially at ‘high
risk’ in our climate risk scenario modelling. This assessment
provided a more in-depth analysis of present day and
future flood risk using Environmental Agency hazard
mapping, historical flood analysis and site-specific detail,
to verify the degree of hazard and inform options for flood
mitigation, where necessary.
The flood risk assessments included in-depth building
assessments and flood mitigation optioneering, assessing
the need for further site-wide flood protection, drainage
improvements, property flood resilience and flood
preparedness measures. These assessments form the
foundation for future mitigation strategies at the two sites
identified as being at moderate or high risk of surface
water flooding.
We have already taken proactive steps to address the
potential flood risks at these two sites. At one location, we
have implemented an annual maintenance contract for the
on-site drains, and it is worth noting that no flooding or
water pooling has been observed since then. At the other
site, we completed a comprehensive drainage clearance in
November 2024. Additional initiatives including drainage
surveys and CCTV inspections are under consideration.
Processes for managing climate-related risks and
opportunities at a portfolio and asset level are described in
TCFD Recommended Disclosure – Strategy b.
DESCRIBE HOW PROCESSES FOR IDENTIFYING,
ASSESSING AND MANAGING CLIMATE-RELATED
RISKS ARE INTEGRATED INTO THE ORGANISATION’S
OVERALL RISK MANAGEMENT
All principal risks captured in our corporate risk register,
including climate change, are a priority. The corporate
risk register lists the material impacts of principal risks,
related risk mitigation activities and changes in risk profile.
Additionally, each risk is given a probability and impact
score based on the impact on asset values and shareholder
returns. The corporate risk register is regularly reviewed
by the Board, Audit and Risk Committee, and Investment
Advisor, with the Board having overarching responsibility
for determining the most material risks and the Investment
Advisor evaluating and presenting risks to the Board.
In the review process, the Audit and Risk Committee
oversees reviewing corporate risks and risks that the Board
considers to be principal. By capturing climate change as
a principal risk, it has been fully integrated into our risk
management framework.
TCFD DISCLOSURE
CONTINUED
56
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
We publicly report on our environmental performance in line with EPRA sBPR for sustainability reporting. Our EPRA
tables are available on pages 143 to 147 We use a range of metrics to assess our resource consumption, energy and
carbon emissions and determine our exposure to climate-related risks and opportunities.
Metric category
Metric
2025 performance
Interim targets
Long‑term goals
Energy and
Carbon emissions
Landlord energy
consumption in kWh
Absolute:
1,743,778 kWh
Like-for-like:
932,118 kWh
Achieve net zero
carbon on scope 1 and 2
emissions by 2030
Scope 1 and 2 carbon
emissions in tCO₂e
Absolute:
350.8 tCO₂e
Like-for-like:
189.6 tCO₂e
Achieve year-on-year reduction in scope 1 and 2 emissions
All new utility contracts and all landlord-sourced contracts to be on
renewable tariffs
Occupier energy
consumption in kWh
Absolute:
22,116,173 kWh
Reduce building-related scope 3 emissions by at least 25% by 2030
Reduce building-related
scope 3 emissions by at
least 80% by 2040 and
achieve net zero by 2050
Scope 3 carbon
emissions in tCO
2
e
Absolute:
4,407 tCO
2
e
Exposure to
climate-related
Risks and
Opportunities
EPC ratings and building
certifications as a
holistic indicator of the
portfolio’s performance
Continued the roll-out
of an EPC improvement
programme, with 68.7% of
units now A+ to C rated
across all countries
All refurbishments and developments to target EPC B or above
Whole portfolio (subject
to MEES requirements)
to be rated EPC A+ to B
by 2030
Achieve year-on-year improvement in portfolio EPC ratings
Physical climate risks
exposure (flooding,
subsidence, coastal
erosion)
Updated Table 1: Percentage
of portfolio classified as
‘high-risk assets’ under
different scenarios to reflect
2025 portfolio
Build mitigation plans for assets identified as higher risk of climate
change
Reducing climate-related
risks in the portfolio
See ‘Long-term goals’ in
our sustainability report,
page 42
Regular Board ESG training on future legislation, occupier demands
and climate risk
Water
Consumption
Water consumption in
m³, including building
water intensity in m³/m²/
year
Absolute:
70,615 m
2
1.87 m³/m²/year
n/a
Reducing waste and
resource consumption
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
57
THINKING INSIDE THE BOX
DISCLOSE SCOPE 1, SCOPE 2 AND, IF APPROPRIATE,
SCOPE 3 GREENHOUSE GAS (“GHG”) EMISSIONS, AND
THE RELATED RISKS
We report our scope 1 and 2 GHG emissions data in our
EPRA disclosure available on pages 143 to 147. These have
been calculated and reported in alignment with the GHG
Protocol Corporate Accounting and Reporting Standard.
We are aware that the majority of our GHG emissions will
relate to occupier-controlled space, which is accounted
for within our scope 3 emissions. This year, coverage
of occupier electricity consumption was 48.0% of our
investment portfolio, based on the year-end position. We
are also reporting occupier gas consumption for the first
time on 16 estates within our portfolio.
Consumption and associated emissions are set out within
our EPRA disclosure on pages 143 to 147.
DESCRIBE THE TARGETS USED BY THE ORGANISATION
TO MANAGE CLIMATE-RELATED RISKS AND
OPPORTUNITIES AND PERFORMANCE AGAINST
TARGETS
Our targets were developed as part of our net zero carbon
pathway in FY23 and form part of our sustainability
strategy. Our targets can be found alongside the relevant
metrics and our progress can be tracked over time.
This year we have revisited our Net Zero Pathway with
Savills Earth. Based on their work, we are reaffirming our
commitment to be net zero in scope 1 and 2 emissions
by 2030 and are further committing to eliminating fossil
fuel use by 2040; progress against these targets is set out
within the EPRA disclosures available on pages 143 to 147.
Using metered energy data for occupier energy
consumption, we have measured our scope 3 carbon
baseline as of 31 December 2024. Based on interventions
to be delivered over the coming years, we expect to be
able to reduce building-related scope 3 emissions by at
least 25% by 2030, 80% by 2040 and to achieve net zero
by 2050, in line with the government’s target. Progress
against these milestones will be regularly monitored, with
updates provided as appropriate. See page 45 for further
details on our Net Zero Pathway.
TCFD DISCLOSURE
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58
Our clear understanding of the potential risks
associated with our activities and our robust
control framework are essential to our success.
We continuously assess risks to our strategy and
objectives, and make business decisions taking
our risk appetite into account.
RISK MANAGEMENT CULTURE
Our strong culture is underpinned by a structured
approach to the understanding and management of risk,
with a risk management framework which is reviewed and
approved by the Board, via the Audit and Risk Committee,
each year.
The framework sets out the Board’s risk appetite;
allocation of responsibilities; processes for the regular
review of risk and consideration of emerging risk; and
reporting arrangements. This clarity is designed to enable
the Group’s Investment Advisor to take advantage of
opportunities and make effective business decisions, while
staying within an agreed set of parameters. Operationally,
the parameters for key decisions are set out within the
Group’s delegated authority matrix, which is reviewed
regularly to ensure that it continues to match the Board’s
risk appetite
The level of risk considered appropriate to accept in achieving business objectives is determined by the Board:
The Group has a very low appetite for risk in areas relating to regulatory compliance, and the health, safety and
welfare of our occupiers, stakeholders, and the wider community in which we work.
Appetite for risk relating to climate change is low, and the Group is actively focusing on the identification and
mitigation of physical and transitional risks for its portfolio.
We have a moderate appetite for risk in relation to activities which are directed towards driving revenues and
increased financial returns for its investors.
Willingness to accept risk
CATEGORY
LOW
MEDIUM
HIGH
BUSINESS
COMPLIANCE
CLIMATE
CHANGE
OPERATIONAL
FINANCIAL
RISK APPETITE
The Group uses an outsourced model, and relies on its service providers to make decisions and take risks in the delivery of
our objectives. Their decision-making takes into account our risk appetite.
PRINCIPAL RISKS AND UNCERTAINTIES
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
59
THINKING INSIDE THE BOX
The Board has overall responsibility for the Group’s
approach to risk management and internal control,
including:
the design and implementation of risk
management and internal control systems
which identify the risks facing the business and
enable the Board to make an assessment of
principal risks
ensuring that internal control and risk
management processes remain effective
determining the nature and extent of the
principal risks faced, and those risks which the
Group is willing to take
agreeing how principal risks are managed or
mitigated to reduce their likelihood or impact
ensuring that there is sufficient relevant, reliable
and valid assurance about the mitigation of risk
The majority of the operations of the Group are
outsourced, and the Audit and Risk Committee relies on
risk and assurance information from its service providers,
primarily the Investment Advisor.
To fulfil its responsibilities the Audit and Risk Committee:
monitors changes in risk throughout the year
seeks to identify and consider emerging risks to the
Group, arising both externally and internally
in particular for each of the principal risks, considers
risk mitigation strategies, and assurances from both
management and independent sources
undertakes an annual review of the effectiveness of the
risk management process, through its review of the risk
framework, risk reporting and review of the risk register.
takes advice from the Sustainability Committee
with respect to updating climate-related risks and
mitigations.
The Sustainability
Committee has
oversight of the
Group’s approach to
the management of
climate-related risks. It
provides the Audit and
Risk Committee and
Board with updates
and information in
relation to climate risk
generally, and progress
with the strategy
agreed for the Group
to manage risks in
this area.
The Investment
Advisor supports
the Group’s Audit
and Risk Committee
and the Board, and
is responsible for
risk identification,
documentation
and evaluation; the
implementation of
appropriate controls;
and meaningful
reporting to the Audit
and Risk Committee.
RESPONSIBILITIES
The Board
The Audit and Risk Committee
The Sustainability
Committee
The Investment
Advisor
Board
Approves the risk framework
Articulates the REIT’s appetite
for risk
Receives reports and
information, via the Audit
and Risk Committee, on the
business key risks and issues
Audit & Risk
Committee
Receives and reviews risk
information, including a detailed
assessment of the corporate risk
register each meeting
Receives assurance both from
the Investment Advisor and
from independent sources
Considers any significant risk
issues arising, and agrees the
approach to management of the
outcome
Assesses the effectiveness of
the risk management process
Investment
Advisor
Reviews business activities and
operations to identify, document
and evaluate current and
emerging risks
Determines and develops
mitigation strategies to ensure
that risks remain within the
Board’s risk appetite
Works with other third-party
providers to ensure that
mitigations and controls are
operating effectively
Provides reports to the Audit
and Risk Committee and Board
PRINCIPAL RISKS AND UNCERTAINTIES
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60
Board
Audit and Risk Committee
Sustainability Committee
Risk management framework
Risk culture
Decision-making
and oversight
The approach
How we do it
What we do
Reporting
Assurance
Risk Identification
Risk Mitigation
Management reports – Investment
Advisor, Investment Manager,
Company Secretary and Fund
Administrators
External reporting – valuations,
depositary, external auditors,
other external assurance reviews
Incident analysis reviews
Independence assurance
assignments
New activities or operations
Changes in key systems or
processes
Changes in competitors
New regulation
Economic changes and other
external changes
Incidents arising, including
near misses
Governance framework, including
delegations of authorities
Risk mitigation planning and
decision-making
Internal controls design and
implementation
Management monitoring and
oversight
Reporting and escalation of issues
Insurance
Outsourcing to specialists
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
61
THINKING INSIDE THE BOX
DOCUMENTATION AND REPORTING
The Corporate Risk Register documents the assessment
of the risks faced by the Group, together with the controls
established to reduce those risks to an acceptable level.
It is reviewed regularly by the Investment Advisor, and at
each meeting of the Audit and Risk Committee .
A standard evaluation matrix is used to assess the
exposure to risks, and that is reviewed by the Audit and
Risk Committee at least annually.
Risks are categorised into:
Business risk
–the risk of making poor business decisions,
implementing decisions ineffectively, or being unable to
adapt to changes in its environment. In particular this
includes our property investment risk, and our acquisition,
disposal and tenancy decision-making processes.
Compliance risk
– the risk of legal or regulatory
sanctions, financial loss, or loss to reputation the
business may suffer as a result of its failure to comply
with all applicable laws, regulations, codes of conduct
and standards of good practice.
Climate-related risk
– risks to the business from
the impact of climate change. This includes direct
physical impacts such as flooding, or excessive indoor
temperatures during periods of extreme heat; and
transitional risks such as changes in demand from
occupiers, or the cost of complying with changes in
building standards.
Financial risk
– the risk of financial loss resulting from
risks such as market, credit and liquidity risks:
Market risk
– economic losses resulting from price
changes in the capital markets.
Credit Risk
– change in the financial situation of a
counterparty, such as an issuer of securities or other
debtor with liabilities or arising out of investments
and payment transactions.
Liquidity risk
– not meeting the criteria of borrowing
policy and payment obligations at all times.
Operational risk
– the risk of a loss resulting from
inadequate processes, technical failure, human error or
external events.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(“ESG”) RISK
During the year we have continued to build on our
objectives to both mitigate exposure to climate-related
risks, and minimise our impact on the environment. ESG
and climate-related risks are included in the Corporate Risk
Register and are considered at a more granular level in our
ESG risk register. Climate change risk remains one of the
Group’s principal risks.
The Sustainability Committee has regular oversight of
the Group’s sustainability strategy and ESG reporting.
Our separate climate risk-related risk register is regularly
considered by the Investment Advisor, and reviewed by the
Sustainability Committee.
Consideration of climate-related risks is incorporated in
our decision-making protocols for portfolio changes and
capital developments. Costs associated with the Group’s
sustainability and climate-related ambitions are included
in our financial modelling and budgeting. Capital project
planning includes focus on energy usage reduction
and implementing building efficiency measures such
as upgrading LED fittings and electrifying heating and
hot water.
Further information on our sustainability strategy and
progress are included in the sustainability report on pages
42 to 48.
Principal risks
Principal risks are those which are considered material to
the Group’s development, performance, position or future
prospects. The principal risks are captured in the Corporate
Risk Register and are reviewed by the Board and Audit and
Risk Committee , who consider:
any substantial changes to principal risks;
material changes to control frameworks in place;
changes in risk scores; and
any significant risk incidents arising.
Changes in principal risk during the year
No principal risks have been added to or removed from the
risk register during the year.
Where the evaluation of a principal risk has changed during
the year, the detailed risks section on the following pages
sets the reasons for changes and risk mitigation plans.
EMERGING RISK
The regular risk reviews undertaken by the
Investment Advisor, and by the Audit and Risk
Committee, specifically include consideration of
emerging risks. The assessment covers internal
and external changes, trends and incidents, and
considers:
is this risk relevant to the Group?
what is the potential impact, if the risk crystallises?
what would be our strategies for the management
and mitigation of the risk?
is this a risk that we should continue to proactively
monitor?
During the year we have added new risks relating
to shareholder activism, consideration of strategic
initiatives, and asset disposals. However, there have
been no new risks identified during the year which
are currently considered to be principal risks.
PRINCIPAL RISKS AND UNCERTAINTIES
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62
RISKS
LOW RISK
MEDIUM RISK
HIGH RISK
BUSINESS
A
16
9
12
B
16
9
C
12
3
COMPLIANCE
D
15
5
E
15
4
CLIMATE
F
16
6
OPERATIONAL
G
16
9
H
20
8
FINANCIAL
I
16
12
J
16
9
9
Reduction in risk through mitigating controls
Principal risk heat map as at 31 March 2025
All risks are evaluated on a consistent basis across
the Group, which includes both the likelihood of
the risk crystallising and the potential impact. Our
model evaluates both inherent exposure (i.e. before
any mitigating controls or actions) and residual, or
current, exposure (i.e. after controls and mitigations).
This assessment allows us to see the areas of highest
gross risk, and to recognise the positive impact of
control on the underlying inherent risk.
Inherent risk
Residual risk
Key
Business
A
Economic downturn
B
Poor returns on the portfolio
C
Poor performance of key
third-party service provider
Compliance
D
REIT status lost
E
Breach of loan covenants or
borrowing policy
Climate
F
Climate-related risk
Operational
G
Significant bad debt
H
Inappropriate acquisitions
Financial
I
Unable to raise funding
J
Interest rates
Impact
Likelihood
1
2
3
4
5
5
4
3
2
1
A
B
D
E
F
G
H
J
I
C
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
63
THINKING INSIDE THE BOX
BUSINESS
A
Economic downturn
B
Poor returns on the portfolio
A general downturn in the UK
economy could have a negative
impact on the warehouse market.
In particular, the exposure would be
increased if there was a decline in
specific markets, for example logistics.
RISK MITIGATION:
The Investment Advisor maintains detailed
forecasts of the property portfolio, which is
subject to regular scenario testing.
Metrics in key areas e.g. rent collection, credit
risk ratings are monitored monthly to enable
prompt identification of changes or trends.
We have a diverse occupier base, and
complete an annual review of our occupier
mix, to help inform our leasing approach. We
conduct a monthly portfolio risk review.
We also stress test the working capital model
and associated assumptions.
There is a risk that the returns
generated by the portfolio may not
be in line with our plans and forecasts.
There are many factors that could
drive this, including an inappropriate
investment strategy set by the Board;
poor delivery of the strategy; reduced
capital valuations; or reduced rental
incomes.
This would have an impact on the
financial performance of the REIT, and
returns for our investors.
RISK MITIGATION:
The investment strategy is set by the Board,
and performance against key targets and KPIs
is reviewed and reported to the Board on an
ongoing basis.
Significant decisions, relating to assets or
occupiers follow established protocols,
ensuring there is proper assessment, at the
right levels.
CHANGE FROM PREVIOUS YEAR
We have not any experienced any
deterioration in rent collection performance,
or any significant insolvencies.
During the year we saw increased interest in
the market generally, particularly after the
general election. The Investment Adviser
continues to closely monitor the portfolio,
the external market and the economic
outlook for any changes or negative trends.
CHANGE FROM PREVIOUS YEAR
LINK TO STRATEGY:
LINK TO STRATEGY:
Link to strategy
A focus on multi-let space
A strong and resilient income stream
Investor and Investment Advisor interests aligned
A disciplined financial position
Key
Increase
Decrease
No change
N
New
PRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
64
BUSINESS
COMPLIANCE
C
Poor performance of key third‑party service provider
D
REIT status lost
The Group outsources its activities
and is reliant on the performance of
third-party service providers.
Poor performance of a significant
advisor, including the Investment
Manager, Investment Advisor, Fund
Administrator, or one of the Property
Managers, could have a significant
impact on the performance of
the Group.
RISK MITIGATION:
There are contracts in place between the
Group and all third-party advisors, setting out
responsibilities.
The Group has a clear scheme of delegation,
approved by the Board. Significant decisions
are the responsibility of the Board.
The Board receives regular formal quarterly
reports, which include key performance
targets and KPIs.
The Management Engagement Committee
carries out an annual service review of key
service providers, which is reported to the
Board.
Loss of our REIT status, through failing
to meet regulatory requirements or
listing rules would have a significant
impact on our reputation and the
financial returns for our investors.
RISK MITIGATION:
The Board has approved a clear governance
framework which incorporates the Matters
Reserved for the Board and delegated
authorities, which are further supported
by the clear, contracted allocation of
responsibilities to our third-party service
providers.
The Investment Advisor reviews the position
against REIT legislation with Waystone
quarterly.
Dividend cover and cash is continuously
monitored and forecast forward, and the
position reported to the Audit and Risk
Committee, and Board.
CHANGE FROM PREVIOUS YEAR
CHANGE FROM PREVIOUS YEAR
LINK TO STRATEGY:
LINK TO STRATEGY:
Link to strategy
A focus on multi-let space
A strong and resilient income stream
Investor and Investment Advisor interests aligned
A disciplined financial position
Key
Increase
Decrease
No change
N
New
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
65
THINKING INSIDE THE BOX
Link to strategy
A focus on multi-let space
A strong and resilient income stream
Investor and Investment Advisor interests aligned
A disciplined financial position
COMPLIANCE
CLIMATE
E
Breach of loan covenants or our borrowing policy
F
Climate‑related risk
Our loan funding is subject to
conditions, and breach of those could
result in restrictions to funding and
activities going forwards.
In addition, the Board approved and
communicated our borrowing policy,
and breach of agreed limits may risk
financial and reputation damage.
RISK MITIGATION:
Our financial position is closely monitored,
with the Investment Advisor monitoring loan-
to-value percentages and interest cover ratios
against the loan covenant and borrowing
policy on an ongoing basis.
In addition, forward forecasts are prepared
and reviewed both to assess the business’s
position, and to ensure that any acquisition
decisions include consideration of the cash
and funding impact.
The Board receives a formal update each
quarter, and there is a quarterly compliance
letter prepared for the bank.
Climate change may have an impact
across the business, including both
physical risks - e.g. extreme weather
events impacting on properties - and
transitional risks – such as properties
not meeting occupier requirements
relating to energy efficiency, or the
increasing costs of compliance as
requirements around energy efficient
solutions and building standards
increase.
RISK MITIGATION:
The Sustainability Committee approves and
monitors progress on our sustainability strategy.
Our Investment Advisor and Property
Managers are working with occupiers to
understand their energy usage and how we
can support them to meet their sustainability
objectives and net zero plans. We are also
working with external specialists to refine
our ambitions and targets, and enhance our
climate-related governance and reporting.
Capital development and refurbishment works
include consideration of energy-efficient
solutions, emissions management, and
options to reduce waste and resource usage,
and we are building these into our standard
refurbishment procedures.
More details of our plans and progress are
included in the sustainability report, see pages
42 to 48 and the TCFD reporting on page
49 to 58.
CHANGE FROM PREVIOUS YEAR
CHANGE FROM PREVIOUS YEAR
We have continued to build our processes
and standards relating to climate risk
mitigation and improving sustainability.
Our disposal programme typically targets
smaller lot sizes which is steadily improving
the overall quality of our portfolio.
LINK TO STRATEGY:
LINK TO STRATEGY:
PRINCIPAL RISKS AND UNCERTAINTIES
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66
Link to strategy
A focus on multi-let space
A strong and resilient income stream
Investor and Investment Advisor interests aligned
A disciplined financial position
Key
Increase
Decrease
No change
N
New
OPERATIONAL
G
Significant bad debt
H
Inappropriate acquisitions
A substantial increase in our bad
debt, or the level of arrears and slow
payment, could have a direct impact
on cash flow and profitability. This may
also have an impact on average lease
lengths, and void levels and costs.
RISK MITIGATION:
Our diverse portfolio of assets and wide
range of occupiers is a key driver of our
performance and risk profile in relation to
bad debts.
We have 409 individual occupiers across
our portfolio of 60 estates, and our top ten
occupiers (by contracted rent) combined
generate less than 30% of our rent roll.
Our occupier portfolio risk is monitored
to ensure that commitments to/reliance
on different sectors and business types is
understood.
At an operational level, we have robust
processes in place to ensure that we
accurately record, invoice and collect
amounts due. Working with the property
managers, our credit control processes
identify any potential arrears problems to
enable action to be taken at an early stage.
There is a rigorous due diligence process
prior to the acceptance of occupiers, with
rent guarantees or rent deposits taken
where appropriate. We also have ongoing
automated credit risk monitoring on the
occupier portfolio.
Inappropriate acquisitions could
increase risk in relation to portfolio
returns, as properties may be harder
to let, may not generate appropriate
revenues, or may require additional
costs to support.
RISK MITIGATION:
We have a comprehensive acquisition
protocol which is linked to the Matters
Reserved for the Board and the delegated
authority matrix.
The protocol sets out detailed due diligence
steps, (including environmental due diligence)
which must be completed and fully evidenced
as part of the decision-making process.
Acquisition decisions are approved by the
Investment Advisor Investment Committee
and the Investment Manager Investment
Committee, and any higher risk acquisition
decisions (by value or complexity) are
escalated to the Board.
The REIT’s Investment Manager (G10) is also
required to approve acquisition decisions.
CHANGE FROM PREVIOUS YEAR
CHANGE FROM PREVIOUS YEAR
LINK TO STRATEGY:
LINK TO STRATEGY:
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
67
THINKING INSIDE THE BOX
FINANCIAL
I
Unable to raise funding
J
Interest rate
There are three areas of potential risk:
Inability to attract additional equity
investment
Difficulty in securing new loan
funding for the business, at an
affordable rate
Our ability to raise funds through
the disposal of assets could
be impacted by an economic
downturn
RISK MITIGATION:
Market conditions remain challenging and in
particular impact our ability to raise equity.
We have completed a number of disposals
during the year.
The Investment Advisor maintains close
contact with agents to ensure that disposal
proceeds and the timing of sales are
optimised. The monitoring of financial
covenants also enables efficient disposal
planning.
Regular investor communications ensure we
receive timely feedback on our strategy and
performance, informing decision-making on
our strategy.
Changes in interest rates could directly
impact on our cost of capital, and
indirectly may impact on market
stability
RISK MITIGATION:
Changes in interest rates are not in our
control, and our focus is therefore on
mitigation of the potential impact.
Interest rate caps are in place, and we have
three years remaining on current lending
arrangements.
We have the opportunity to review these in
2025, which may enable us to take advantage
of the better outlook, as rates are reducing.
The Investment Advisor maintains detailed
records of the property portfolio, and
financial scenario testing is undertaken to
assess the potential impact of changes in
financing costs.
CHANGE FROM PREVIOUS YEAR
CHANGE FROM PREVIOUS YEAR
LINK TO STRATEGY:
LINK TO STRATEGY:
Link to strategy
A focus on multi-let space
A strong and resilient income stream
Investor and Investment Advisor interests aligned
A disciplined financial position
Key
Increase
Decrease
No change
N
New
PRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
68
GOING CONCERN
The Board monitors the Group’s ability to continue as a
going concern. Specifically, at quarterly Board meetings,
the Board reviews summaries of the Group’s liquidity
position and compliance with loan covenants, as well as
forecast financial performance and cash flows. Throughout
the year, the Board met, in conjunction with the Investment
Advisor, Tilstone, to review the uncertainties created by
geopolitical tensions and inflation and interest rates, and
specifically their potential impact on rent collection, cash
resources, loan facility headroom, covenant compliance,
acquisitions and disposals of investment properties;
discretionary and committed capital expenditure and
dividend distributions.
The Group ended the year with £8.4 million of unrestricted
cash and £31.0 million of headroom readily available
under its facilities. Disposals are an important part of our
approach to portfolio optimisation and we continually
review the portfolio to identify opportunities to increase
efficiency and dispose of any assets that are considered
ex-growth or non-core, recycling that capital into accretive
acquisitions or to reduce debt. The Group made disposals
totalling £85.7 million during the year.
The Group is operating significantly within its covenants
and a sensitivity analysis has been performed to identify the
decrease in valuations and rental income that would result
in a breach of the LTV, market value covenants or interest
cover covenants. Valuations would need to fall by c. 34%
or rents by c. 43%, when compared with 31 March 2025,
before these covenants would be breached, which, based on
available market data, is considered unlikely.
Furthermore, current debt and associated covenants are
summarised in note 17, with no covenant breaches during
the period.
Post 31 March 2025, the Group received credit approval
to extend the revolving credit facility by £20.0 million,
bringing the total facility to £320.0 million.
In addition, the Group has exchange contracts to complete
on a property in Thame for a headline acquisition price of
£34.8 million.
The Group has considered the impact of both the
extension of the current facility and the proposed
acquisition and note that the Group would still have
sufficient headroom to remain a going concern.
Furthermore, disposals are an important part of our
approach to portfolio optimisation and we continually
review the portfolio to identify opportunities to increase
efficiency and dispose of any assets that are considered
non-core or where the Group has fully executed its asset
management strategy.
Tilstone has prepared projections for the Group
covering the going concern period to 30 June 2026,
which have been reviewed by the Directors. As part of
the going concern assessment, and taking the above
into consideration, the Directors reviewed a number of
scenarios that included extreme downside sensitivities in
relation to rental cash collection, making no discretionary
capital expenditure, adverse refinancing conditions and
minimum dividend distributions under the REIT rules.
Accordingly, based on this information, and in light of
mitigating actions available and the recent refinancing,
the Directors would have a reasonable expectation that
the Group and the Company have adequate resources to
continue in business for a period of at least 12 months from
the date of approval of the Annual Report and Financial
Statements.
However; the Directors acknowledge that as a formal bid
for the Group is currently ongoing, and at the date of
signing, the outcome and timing of this process remain
uncertain.
Due to the possible change in ownership, decisions on
the future direction of the Group could be taken by new
directors, who are not appointed at the approval date of
the financial statements, that affect whether the forecasts
used in the current directors’ going concern assessment
will be achieved.
As such, there exists a material uncertainty which may cast
significant doubt on the Company’s ability to continue as a
going concern. The Directors acknowledge this uncertainty
and confirm that, notwithstanding this, it is appropriate to
prepare the financial statements on a going concern basis
The financial statements do not include any adjustments
that would be required if the financial statements were
prepared on a basis other than that of a going concern.
ASSESSMENT OF VIABILITY
In accordance with the AIC Code of Corporate Governance,
the Directors have assessed the Group’s prospects over a
period greater than the 12 months considered by the going
concern provision.
The Directors have conducted their assessment over a
three-year period to June 2028, allowing a reasonable
level of accuracy given typical lease terms and the cyclical
nature of the UK property market.
The principal risks detailed on pages 59 to 68 summarise
the matters that could prevent the Group from delivering
its strategy. The Board seeks to ensure that risks are kept
to a minimum at all times and, where appropriate, the
potential impact of such risks is modelled within its viability
assessment.
The nature of the Group’s business as the owner of a
diverse portfolio of UK warehouses, principally located
close to urban centres or major highways and let to a
wide variety of occupiers, reduces the impact of adverse
changes in the general economic environment or market
conditions, particularly as the properties are typically
flexible spaces, adaptable to changes in occupational
demands.
The Directors’ assessment takes into account forecast
cash flows, debt maturity and renewal prospects,
forecast covenant compliance, dividend cover and REIT
compliance. The model is then stress tested for severe but
plausible scenarios, individually and in aggregate, along
with consideration of potential mitigating factors. The
key sensitivities applied to the model are a downturn in
economic outlook and restricted availability of finance,
specifically:
i.
increased occupier churn and occupier defaults;
ii. increased void periods following break or expiry;
iii. decreased rental income;
iv. decrease in property valuation; and
v. increased interest rates.
GOING CONCERN AND VIABILITY STATEMENT
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
69
THINKING INSIDE THE BOX
The sensitivity analysis identifies the decrease in valuations
and rental income that would result in a breach of the LTV,
market value covenants or interest cover covenants as
set out in the Going Concern section above. Taking into
account mitigating actions, the results of the sensitivity
analysis and stress testing demonstrated that the Group
would have sufficient liquidity to meet its ongoing liabilities
as they fall due, maintain compliance with banking
covenants and maintain compliance with the REIT regime
over the period of the assessment.
Furthermore, the Board, in conjunction with the Audit and
Risk Committee, carried out a robust assessment of the
principal risks and uncertainties facing the Group, including
those that would threaten its business model, strategy,
future performance, solvency or liquidity over the three-
year period. The risk review process provided the Board
with assurance that the mitigations and management
systems are operating as intended. The Board believes
that the Group is well positioned to manage its principal
risks and uncertainties successfully, taking into account the
current economic and political environment.
The Board’s expectation is further supported by regular
briefings provided by Tilstone. These briefings consider
market conditions, opportunities, changes in the regulatory
landscape and the current economic and political risks
and uncertainties. Additionally, the shortage of supply
nationally, is seen as mitigation. These risks, and other
potential risks that may arise, continue to be closely
monitored by the Board.
The financial statements do not include any adjustments
that would be required if the financial statements were
prepared on a basis other than that of a going concern.
VIABILITY STATEMENT
The period over which the Directors consider it is feasible
and appropriate to report on the Group’s viability is a
three-year period to June 2028. This period has been
selected because it is the period that is used for the
Group’s medium-term business plans. Underpinning
this plan is an assessment of each individual unit’s
performance, driving the overall letting assumptions and
corresponding forecast cash flows.
Having made an assessment of each individual unit’s
performance, the forecast cash flows, covenant compliance
and the impact of sensitivities in combination, the
Directors confirm that, taking account of the Group’s
current position, there exists a material uncertainty which
may cast significant doubt on the Group’s ability to
continue as a going concern due to the unpredictability
of the bid and the outcomes planned in assessing the
medium-term viability cannot be assured. Notwithstanding
this, the Directors have a reasonable expectation that the
Group would be able to continue in operation and meet
its liabilities as they fall due over the three year period of
assessment.
The strategic report on pages 6 to 70 is approved and
signed on behalf of the Board.
Neil Kirton
Chairman
10 June 2024
GOING CONCERN AND VIABILITY STATEMENT
CONTINUED
70
DEAR SHAREHOLDERS, AS CHAIRMAN OF WAREHOUSE REIT PLC, I AM
PLEASED TO PRESENT THE GOVERNANCE REPORT FOR OUR FINANCIAL
YEAR ENDED 31 MARCH 2025.
The Board and Investment Advisor continued to respond
to the challenges associated with the macroeconomic and
geopolitical environments, the impact of higher inflation
and interest rates on property valuations, and the wider
market. The impact of these external factors on the
business and its stakeholders remained an important focus
of Board discussions throughout the year; in particular,
it provided the context for the approach made for the
Company towards the end of the financial year. The Board
has ensured that decisions made were done so in the best
interests of the Company and its stakeholders, for both the
short and long term.
The Board maintains a transparent and open culture, with a
productive but appropriately challenging dialogue with the
Investment Advisor. Both parties have a common agenda,
strengthened by the level of equity ownership within the
boardroom. The defensive nature of industrial real estate
assets supports the Company’s objective of delivering
stable and long-term income for shareholders.
INVESTMENT MANAGEMENT AGREEMENT
In February 2025, the Company entered into an amended
Investment Management Agreement (“IMA”) with the
Investment Advisor. The principal amendments to the
existing IMA relate to the Investment Advisor fee and seek
to reflect the original commercial intentions of the Board
and Investment Advisor. The pertinent features of the IMA
are listed in the Management Engagement Committee
report.
STRATEGY SESSIONS
The Board remains committed to working with the
Investment Advisor to ensure that high standards extend
beyond the boardroom and are implemented throughout
the business in the successful delivery of the Group’s
strategic priorities. The Board held two strategy sessions
during the year. To aid constructive discussions about
strategic options available to the Company, materials were
prepared by the Investment Advisor, based on an agenda
set by the Board which typically reviews progress and
strategy, with a detailed session on several key topics. As in
prior years, the Board has also invited external professional
advisors to present at the strategy meetings. The core
areas from the strategy sessions held during the period,
and associated progress, are detailed on page 83.
STAKEHOLDER ENGAGEMENT
Board members and the Investment Advisor have
undertaken a number of engagement opportunities with
stakeholders, including investor roadshows, informal
meetings and the Company’s Annual General Meeting held
on 11 September 2024.
This has included a number of larger shareholders to gain
insight into the matters which are important to them.
Valuable feedback from those meetings was relayed to,
and considered by, the Board. The Board will continue to
engage with shareholders and representative bodies to
make sure that there is an ongoing dialogue about the
approach to governance, and to ensure any feedback
from shareholders is shared with the Board and all views
are fully understood and considered. More information on
the Group’s stakeholder engagement can be found in the
strategic report on pages 26 to 28.
ENVIRONMENT, SOCIAL AND GOVERNANCE
(“ESG”)
To ensure strong ESG practices across the organisation,
all of our Directors participated in ongoing training and
professional development throughout the financial year,
which included briefings and presentations on ESG
regulatory changes by the Company Secretary, members
of the Investment Advisor, and professional advisors.
The Board as a whole continues to fully understand and
endorse the importance of ESG to existing investors,
potential shareholders and other stakeholders, including
occupiers. The Company ESG strategy aims to create
a resilient portfolio, reduce our footprint, measure our
progress (reinforced with independent validation), and
support our occupiers.
THE BOARD AND INVESTMENT
ADVISOR CONTINUED TO RESPOND
TO THE CHALLENGES ASSOCIATED
WITH THE MACROECONOMIC AND
GEOPOLITICAL ENVIRONMENTS.
Neil Kirton
Chairman
CHAIRMAN’S INTRODUCTION TO GOVERNANCE
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
71
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
During the period in review, the Investment Advisor
conducted a formal occupier survey in which all occupiers
had the opportunity to participate. This covered their
views and approaches to ESG, which has been useful in
terms of understanding our customers and responding
to their needs.
More generally, the Board continues to take a keen interest
in stakeholder views, ensuring it receives robust reporting
from the Investment Advisor on its day-to-day interactions
with stakeholders. The Group’s
operations may have both
positive and negative impacts on the economy, people
and the environment and recognises its role in ensuring
that the Group properly manages its impacts; limiting
and mitigating the negative ones; and promoting positive
outcomes for its stakeholders.
Further information on our ESG strategy can be found on
pages 42 to 58 of this Annual Report.
PRIORITIES FOR 2026
Looking ahead to 2026, the Board is focused on continuing
to maintain the highest standards of corporate governance
with a focus on progressing its succession plan, as well
as continuing to progress the Company’s sustainability
strategy, whilst ensuring the delivery of strong financial
performance.
Neil Kirton
Chairman
10 June 2025
CHAIRMAN’S INTRODUCTION TO GOVERNANCE
CONTINUED
72
Key
Audit and Risk Committee
Nomination Committee
Management Engagement Committee
Sustainability Committee
Independent
Non-independent
Chair
There were no Board changes during the year. All the Directors are non-executive
and the majority are independent of the Investment Advisor.
Lynette Lackey
Non-Executive Director
Aimée Pitman
Non-Executive Director
Neil Kirton
Non-Executive Chairman
Date of appointment
1 August 2017
Skills and experience
Neil has over 25 years of experience working in
the securities and investment banking industries,
giving him a deep understanding of capital markets
and investor needs. Neil has regularly advised and
consulted at Board level for three decades and has
considerable UK capital markets and professional
services experience.
Other current appointments
Neil is also a non-executive director of Ingenta plc and
is currently a Senior Advisor for Smith Square Partners.
Past appointments
Until December 2021, Neil was a managing director
and co-regional head, EMEA, Forensic Investigations
and Intelligence at Kroll. Neil was formerly global head
of equity distribution at ABN AMRO Bank NV and a
member of ABN AMRO’s Global Equity Directorate.
He was head of UK equity sales and deputy chief
executive at Hoare Govett, head of equities at
Bridgewell Securities, head of corporate finance and
CEO at Arbuthnot Securities and an executive director
of Arbuthnot Banking Group plc.
Date of appointment
1 August 2017
Skills and experience
Aimée has over 35 years’ experience in working
with UK Boards on their most important issues, and
strategy development. Her experience spans various
service sectors, most notably real estate, travel and
leisure, and financial services.
Other current appointments
Aimée runs her own strategy consulting business,
Pitman & Co. Consulting. As an independent
consultant, she often works as a client director with
Eden McCallum LLP, a London-based consultancy firm.
She is also a non-executive director of Native Holdings
Ltd, sits on the Advisory Board of McArthurGlen and
has recently been appointed a to the Board of Foster
Denovo Group. She is also a Fellow of Chapter Zero,
a not-for-profit organisation focused on helping UK
organisations achieve net zero transition plans.
Past appointments
Aimée was a Vice President within MAC Group/Gemini
Consulting’s strategy practice. She was also on the
Board of Canada Life in the UK.
Date of appointment
15 November 2018
Skills and experience
Lynette is a chartered accountant and experienced
non-executive director. She has considerable
knowledge of financial matters and of the real estate
sector.
Other current appointments
Lynette is also a member of Council at the London
Chamber of Commerce & Industry. She is also a partner
in her business advisory firm one5two LLP, focused on
growing businesses.
Past appointments
Lynette was a non-executive director of Places for People
group and chair of its regulated board. Her roles included
the senior independent director and chair of the group
audit and risk committee.
Lynette was a partner of BDO LLP for ten years,
where she was responsible for a portfolio of real estate
investor and developer clients. She is a former partner in
Greenside Real Estate Solutions, as well as the National
chair of the Association of Women in Property. She also
served on the boards and as chair of the audit and risk
committees of the London Chamber of Commerce &
Industry and Land Aid Charitable Trust.
BOARD OF DIRECTORS
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
73
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
Key
Audit and Risk Committee
Nomination Committee
Management Engagement Committee
Sustainability Committee
Independent
Non-independent
Stephen Barrow
Non-Executive Director
Simon Hope
Non-Executive Director
Dominic O’Rourke
Non-Executive Director
Date of appointment
13 September 2023
Skills and experience
Dominic has over 25 years’ experience in the property
industry with a particular focus on retail and logistics.
He has a strong track record of formulating, managing
and unwinding property vehicles, joint ventures and
commercial partnerships.
Other current appointments
Dominic is the Group Property Director for Next
plc where he is responsible for a large real estate,
construction and facilities management team. Dominic
is a board member, trustee and finance committee
member for the University College of Estate
Management (“UCEM”).
Past appointments
Dominic was a director and retail executive committee
member at Land Securities plc. He also served on the
boards of Broadway Homelessness and Support (now
St Mungos) and Regent’s University London.
Date of appointment
24 July 2017
Skills and experience
Simon has over 35 years’ experience in the real estate
sector, gained during his career at Savills, one of the
world’s leading property agents. During this period he
was Global Head of Capital Markets.
Other current appointments
Simon is co Managing Director of Tilstone and represents
Tilstone on the Board. He is the Vice-Chairman of
Ironstone Asset Management Limited, the Investment
Advisor to Life Science REIT plc, a UK-listed company
which invests in a diversified portfolio of properties
across the UK which typically provide benefit to the life
science sector. Simon is also a Senior Advisor at Savills
UK Ltd. Simon owns a thoroughbred stud farm called
Aston Mullins and is a director of a number of bloodstock
syndicates and other horse racing organisations. He is a
governor of Magdalen College, Oxford, Trustee of Racing
Welfare and Chairman of Racing Homes.
Past appointments
Simon was on the Savills Group and plc boards from
1999 to 2021 and led the real estate investment teams
until December 2022. As Chairman of Savills Investment
Management, he led Savills UK Limited’s proprietary trading
arm, Grosvenor Hill Ventures Limited, during a five-year
period up to 2006, when the fund delivered an internal rate
of return in excess of 35%. Simon also chaired the Charities
Property Fund from 2002 until 2007.
Date of appointment
24 July 2017
Skills and experience
Stephen is an experienced global equity investor,
giving him an in-depth understanding of capital
markets and institutional investors.
Other current appointments
Stephen is a member of the advisory board of Glia
Ecosystems Limited and a non-employee partner of
Absolute Return Partners, where he manages his own
portfolio. Stephen is Chairman of Ironstone Asset
Management Limited, the Investment Advisor to Life
Science REIT plc, a UK-listed company which invests in
a diversified portfolio of life science properties across
the UK. Stephen is also a Director of Tilstone.
Past appointments
In his former roles as chief investment officer at
IronBridge International and head of global equities at
Deutsche Asset Management, Stephen managed over
£5 billion of assets for a wide variety of clients, including
many large global institutions.
BOARD OF DIRECTORS
CONTINUED
74
Simon Hope
Chairman/
Co-Managing
Director
Andrew Bird
Managing Director/
Co-Managing
Director
Paul Makin
Investment
Director
Peter Greenside
Finance
Director
The Board has appointed Tilstone Partners Limited to provide day-to-day asset management and advisory services to the Group.
Simon has been Chairman of Tilstone
since its formation in 2010 and was
a founding investor. Prior to that
he worked with Andrew Bird while
Andrew was property director
at Barlows Plc, trading a number
of portfolios including a sale to
Westbury Fund Management.
Simon’s biography can be found on
the previous page
Andrew founded the Tilstone brand in
2010 to focus on commercial property
investment and development. After
identifying opportunities within the
warehouse sector, the focus moved in
August 2013 to creating the Tilstone
Property Portfolio, which the Company
acquired as its seed portfolio as
part of the September 2017 initial
public offering. As Managing Director
of Tilstone, Andrew takes overall
responsibility for strategy, direction
and business performance.
Prior to founding Tilstone, Andrew
was appointed as property director
to the board of Barlows plc in 1994,
a north-west focused commercial
property company with a listing on
the Main Market of the London Stock
Exchange. He was subsequently
part of a consortium that took
the company private in 2001. The
business created a separate asset
management company through which
Andrew served on the investment
committee of Westbury plc, a quoted
property fund (2002-2007). Andrew
has also served as a non-executive
director of Dee Valley Group plc, at
that time a London Stock Exchange
quoted water utility company.
Paul joined Tilstone in 2013 and was
part of the original team creating the
Tilstone Property Portfolio and was
a co-founder of Tilstone Partners
Limited. Paul is Tilstone’s Investment
Director and is responsible for the
sourcing of investment opportunities,
asset management and creating
positive occupier relationships.
He has extensive investment
consultancy experience through
his work at CBRE Limited and
subsequently at Mapeley Estates
Limited (a previously listed property
company), where he was head of
investment and investment asset
management, tasked with extracting
value from outsourcing contracts and
new acquisitions. Paul expanded his
horizons with a senior investment
asset management role at Moorfield
Group Limited, a real estate private
equity company. There he took a
key role in the purchase and asset
management of projects such as the
UK Logistics Fund, in a joint venture
with SEGRO plc.
Peter has significant experience in
company management, control,
reporting and corporate activity. He
qualified as a chartered accountant
with Binder Hamlyn, before working
in a variety of finance roles for blue
chip companies including Grand
Metropolitan (Diageo plc), De La
Rue plc and ICL plc. During his time
as group finance director of Robert
Walters plc, the company successfully
floated on the Main Market of the
London Stock Exchange. While he
was at Spectron Group Limited,
the company was restructured and
eventually sold to a trade buyer.
As part of the management team of
Axiom Consulting Limited, Peter was
involved in a management buyout
from Aon Limited, funded by private
equity, and later its trade sale to
Charles Taylor plc. He was also part
of the team at Kane Group Limited
which undertook the private equity-
backed acquisition of HSBC Insurance
Services Limited. Peter is on the
board of Leander Club Limited.
INVESTMENT ADVISOR
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
75
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
Board leadership and purpose
Principle
Where it is in this report
Principle A
Strategic report
Board of Directors
Business model
pages 6 to 70
pages 73 to 74
page 16
Principle B
Strategic report
Our culture
Our purpose
pages 6 to 70
page 79
page 79
Principle C
Sustainability report
Principal risks and
uncertainties
Risk management and
internal controls
pages 42 to 58
pages 59 to 68
pages 59 to 68
Principle D
Section 172 statement
Shareholder engagement
pages 29 to 31
pages 29 to 31
Companies that have chosen to report against the AIC
Code do not have to report against Principle E of the
UK Corporate Governance Code
Division of responsibilities
Principle
Where it is in this report
Principle F
Role of the Chairman
The Board
page 87
page 87
Principle G
Board of Directors
Board Committees
pages 73 to 74
page 78
Principle H
Board composition and
succession
Management Engagement
Committee report
pages 84 to 86
pages 91 to 92
Principle I
The Board
Section 172 statement
Induction of new Directors
page 87
pages 29 to 31
N/A
Composition, succession and evaluation
Principle
Where it is in this report
Principle J
Diversity
Nomination
Committee report
Board composition and
succession
pages 85 to 86
pages 84 to 86
page 85
Principle K
Board of Directors
Nomination
Committee report
Board Committees
Board composition and
succession
pages 73 to 74
pages 84 to 86
page 78
page 85
Principle L
Board effectiveness
review
page 80
Audit, risk and internal control
Principle
Where it is in this report
Principle M
Audit and Risk
Committee report
page 78
Principle N
Strategic report
Audit and Risk
Committee report
Independent
Auditor’s report
Financial Statements
pages 6 to 70
page 78
pages 102 to 108
pages 109 to 135
Principle O
Principal risks and
uncertainties
Viability statement
Audit and Risk
Committee report
Management Engagement
Committee report
pages 59 to 68
page 69
page 78
pages 87 to 90
Remuneration
Principle
Where it is in this report
Principle P
Strategic report
Directors’
remuneration policy
Directors’
remuneration report
pages 6 to 70
pages 95 to 96
pages 95 to 97
Principle Q
Directors’
remuneration report
pages 95 to 97
Principle R
Directors’
remuneration report
pages 95 to 97
CORPORATE GOVERNANCE STATEMENT
76
STATEMENT OF COMPLIANCE
The Board recognises the importance of sound corporate
governance, commensurate with the Group’s size and
nature and the interests of its shareholders, and is
therefore committed to maintaining high standards of
corporate governance.
The Board undertakes an annual review of its compliance
with the principles and recommendations of the AIC Code
of Corporate Governance 2019 (the “AIC Code”). A copy
of the AIC Code can be obtained via the AIC website,
theaic.co.uk
. It includes an explanation of how the AIC
Code adapts the Principles and Provisions set out in the
UK Corporate Governance Code 2018 (the “UK Code”) on
issues that are of specific relevance to the Company and
provides more relevant information to shareholders. The
UK Code is available on the Financial Reporting Council
(“FRC”) website at:
frc.org.uk
.
During the year ended 31 March 2025, the Company
has complied with the AIC Code throughout the year,
except where the Board has concluded that adherence
or compliance with any particular Principle or Provision
would not have been appropriate to the Company’s
circumstances, in which case the reasons are fully
explained in this statement. The Company is an externally
managed investment company, and given the size,
complexity and structure of the Company, it does not have
a separate remuneration committee. Remuneration matters
are dealt with by the Board of Directors. All the Company’s
day-to-day management and administrative functions are
outsourced to third parties, as explained in this Annual
Report. This Annual Report therefore makes disclosures
relevant to a company like Warehouse REIT plc.
THE BOARD OF DIRECTORS
Under the leadership of the Chairman, the Board of
Directors has a collective responsibility for promoting the
long-term sustainable success of the Company, generating
value for shareholders and contributing to wider society.
Each Director recognises that they have a statutory
duty to consider and represent the Company’s various
stakeholders in deliberations and decision-making. More
details on how the Directors have fulfilled their duties
under section 172 of the Companies Act 2006 are on pages
29 to 31 of this report. The Board establishes the purpose,
values and strategic aims of the whole Group and satisfies
itself that these and its culture are aligned and ensures
that the necessary resources are in place for the Group to
meet its objectives and fulfil its obligations to shareholders,
within a framework of high standards of corporate
governance and effective internal controls. The Board
also delegates certain matters to the Board Committees.
The Directors are responsible for the determination of
the Group’s investment policy and strategy, and have the
overall responsibility for the Group’s activities, including
the control and supervision of the Investment Manager and
Investment Advisor, to which the Board delegates the daily
operation of the business. The other responsibilities of the
Board are detailed in the matters reserved for the Board,
and some are listed on page 81 of this Annual Report. At
the date of this report, the Board consists entirely of six
Non-Executive Directors, including the Chairman, with no
individual having unconstrained powers of decision. The
Directors have a broad range of relevant experience to
meet the Company’s requirements and their biographies,
including details of their other significant commitments,
can be found on pages 73 and 74. During the year, the
Board, having given due consideration to the Directors’
external appointments, was satisfied that all the Directors
were able to commit sufficient time to the Group’s affairs
and discharge their responsibilities effectively
APPROACH TO TENURE & ELECTION /
RE-ELECTION OF DIRECTORS
The Board recognises the benefits to the Company of
having longer-serving Directors, together with progressive
refreshment of the Board in line with corporate governance
best practice. Under the Company’s Articles of Association,
Directors are required to stand for election at the first
AGM after their appointment. At each AGM, any Director
who has not stood for appointment or re-election at
either of the two preceding AGMs is required to retire and
offer him/herself for re-election, as is any Director who
has held office for a continuous period of nine years or
more. Each Director was appointed for an initial three-
year term, subject to re-election annually at each AGM, in
line with corporate governance best practice. The Board
has adopted a succession plan that allows for gradual
refreshment. Accordingly, the Board has not stipulated a
maximum term of any directorship, except that, subject to
ensuring business continuity, the Chairman will remain on
the Board for a maximum period of nine years.
The Board considers that, during the year ended
31 March 2025, each Director has performed effectively
and demonstrated commitment to the role. It therefore
believes that it is in the best interests of shareholders that
each Director is re-elected at the AGM.
None of the Directors have a service contract. Letters
of appointment set out the terms of their appointment
and copies are available on request from the Company
Secretary and will be available at the AGM. The Directors
were advised on appointment of the expected time
required to fulfil their roles and have confirmed that they
remain able to keep to that commitment. All material
changes in any Director’s commitments outside the Group
are required to be, and have been, disclosed prior to the
acceptance of any such appointment.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
77
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
BOARD AND COMMITTEE SIZE AND COMPOSITION
OPERATING MODEL
Board
Audit and Risk Committee
Management Engagement Committee
Nomination Committee
Sustainability Committee
Members:
Lynette Lackey (Chair), Aimée Pitman
and Dominic O’Rourke, all of whom are
independent Non-Executive Directors.
A report from the Chair of the Audit
and Risk Committee is set out on
pages 87 to 90.
Members:
Dominic O’Rourke (Chair), Neil Kirton
and Lynette Lackey, all of whom are
independent Non-Executive Directors.
A report from the Chair of the
Management Engagement Committee
is set out on pages 91 to 92
Members:
Neil Kirton (Chair), Lynette Lackey and
Simon Hope, the majority of whom are
independent Non-Executive Directors.
A report from the Chair of the
Nomination Committee is set out on
pages 84 to 86
Members:
Aimée Pitman (Chair), Dominic
O’Rourke and Stephen Barrow, the
majority of whom are independent
Non-Executive Directors.
A report from the Chair of the
Sustainability Committee is set out on
pages 93 to 94
The Board committees’ terms of reference are available on the Company’s website at
warehousereit.co.uk
.
CORPORATE GOVERNANCE STATEMENT
CONTINUED
78
ROLES & RESPONSIBILITIES OF BOARD MEMBERS
Role
Responsibilities
Chair
Neil Kirton
Leads the Board and ensures it operates effectively
Sets Board culture, style and tone of discussions to
promote boardroom debate and openness
Promotes Company purpose, values and ethics
Builds relationships between the Investment Advisor and
Directors
As Chair of the Nomination Committee, ensures succession
plans are in place
Non Executive
Directors
Neil Kirton
Lynette Lackey
Aimée Pitman
Dominic O’Rourke
Stephen Barrow
Simon Hope
Support and constructively challenge the Investment
Advisor in determining and implementing strategy
Bring independent judgement and scrutiny to decisions
and recommendations from the Investment Advisor and
approve decisions reserved for the Board as a whole
Contribute a broad range of skills and experience
Monitor the delivery of agreed strategy within the risk and
control framework set by the Board
Review the integrity of financial information and risk
management systems
Senior Independent
Director
Aimée Pitman
Acts as a sounding board for the Chair and trusted
intermediary for the other Directors
Available as a communication channel for shareholders if
other means are not appropriate
Leads the performance evaluation of the Chair
Company Secretary
MUFG Corporate
Governance Limited
Advises the Board and is responsible to the Chair on
corporate governance matters
Ensures a good flow of information to the Board, its
Committees and the Investment Advisor
Promotes compliance with statutory and regulatory
requirements and Board procedures
Provides guidance and support to Directors, individually
and collectively
The reserved matters for the Board, and the roles and responsibilities of the Chairman and
the Senior Independent Director are clearly defined and set out in writing, copies of which
are available on the Company’s website at
warehousereit.co.uk
.
PURPOSE AND CULTURE
The Group’s purpose is to provide the well-connected, high-quality and sustainable spaces our
occupiers need to thrive and, by doing this responsibly, we generate positive outcomes for all
our stakeholders.
The Chairman leads the Board and is responsible for its overall effectiveness in directing the
Group. He demonstrates objective judgement, promotes a culture of openness and debate,
and facilitates effective contributions by all Directors. In liaison with the Company Secretary,
he ensures that the Directors receive accurate, timely and clear information to enable them to
discharge their responsibilities, reinforcing a culture that contributes to achieving the purpose
of the Company, consistent with its values and strategy, in the pursuance of the long-term
sustainable success of the Company. Board discussions draw upon Directors’ individual
experience, and engage with shareholders as appropriate.
The Board believes that it has a responsibility to set and demonstrate high standards of ethics
and behaviour. We are strongly committed to an ethos and culture that balances both our
shareholders’ need and desire for financial returns, and the process and environment within
which we achieve those returns. This obligation begins with the Board of Directors but extends
into our engagement with Tilstone. Both parties operate with complete mutuality of trust and
transparency embedded in the relationship, ensuring that the interests of shareholders, the
Board and the Investment Advisor are well aligned and adopt a tone of constructive challenge.
The culture is the product of the Board’s and the Company’s service providers’ values,
diversity and behaviours. As an externally managed Group, we expect all our external service
providers, including Tilstone, to fully endorse these values and exercise commercial judgement
with due and full consideration of the impact of those decisions on their employees, our
customers, the communities in which we operate, and our wider stakeholder base.
Annually, the Management Engagement Committee analyses and systematically reviews all
our service providers, including Tilstone – a review which includes an understanding of their
policies, procedures and actions around behaviour, ethics and culture and consideration of
their own engagement with other third-party service providers. Thus, these reviews embed
consideration of stakeholders’ interests, long-term perspective, maintaining a reputation for
fairness and high standards of governance, corporate reporting and business conduct, more
generally, in the Company’s culture and processes.
A healthy corporate culture contributes to the long-term success of the Company. The
following observable outcomes may be indicative of the Directors’ success in embedding a
healthy corporate culture in the Company’s processes and policies and actively promoting it
through their behaviours:
the extent to which the Investment Advisor, members of the Investment Advisor and
Directors are willing to be long-term shareholders in the Company;
recognition of the transparency and clarity of reporting (and content disclosed on its
website); and
development and continuous review of policies and procedures to assist with maintaining
a culture of good governance, like the Company’s Modern Slavery Statement, which is
reviewed and approved by the Board annually, and is available on the Company’s website.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
79
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
BOARD OPERATION AND MEETING ATTENDANCE
The Directors meet at regular Board meetings. In addition to our Board sessions, members of the Board committed
significant time to Company business either via their various committee responsibilities, or less formally through dialogue
outside the boardroom environment, where their expertise on particular areas of the business, including development,
strategy and sustainability has been very valuable. The table below sets out the Directors’ attendance at the scheduled
Board and Board Committee meetings during the year ended 31 March 2025, against the number of meetings each Board
member was eligible to attend:
Board
Audit
and Risk
Committee
Management
Engagement
Committee
Nomination
Committee
Sustainability
Committee
Neil Kirton
8/8
-
1/1
1/1
-
Aimée Pitman
8/8
4/4
1/1
-
3/3
Lynette Lackey
8/8
4/4
1/1
1/1
-
Dominic O’Rourke
8/8
4/4
1/1
-
3/3
Simon Hope
7/8
-
-
1/1
-
Stephen Barrow
7/8
-
-
-
3/3
Ad hoc Board Committee meetings were held during the period to discuss strategic matters, discuss the indicative all-
cash offer to acquire Warehouse REIT, and approve the release of the annual and half-year results. The Board also have a
monthly check-in session with the Investment Advisor, to review the operational performance of the business.
The Board has formal arrangements for the Directors, in the furtherance of their duties, to take independent professional
advice at the Company’s expense on an ongoing basis. The Company has also taken out a Directors’ and Officers’ liability
insurance policy, which includes cover for legal expenses.
Subject to the provisions of UK law, the Company has provided each Director with an indemnity in respect of liabilities
that they may incur when discharging their duties as a Director. There are no other qualifying third-party indemnity
provisions in place.
BOARD EFFECTIVENESS REVIEW
The Directors continue to be committed to the need
for a regular effectiveness review. This enables them to
continually monitor and improve the performance of the
Board, its Committees and its individual Directors and
to implement actions to improve the Board’s focus and
effectiveness, which contribute to the Group’s success.
This year’s review involved an internal effectiveness review
by way of questionnaires completed by the Directors. The
questionnaire was designed to assess the strengths and
effectiveness of the Board and its Committees. The scope
of the questionnaire is designed to cover all aspects of the
Board’s operation, including the management of meetings,
the strengths and independence of the Board and the
Chairman, individual Directors and the performance of its
Committees, each Director’s perspective on the Board’s
future priorities, training requirements, and the way the
Board works as a team.
Each of the Directors completed a questionnaire. The
results were collated and used to hold constructive
discussions led by the Chairman.
The key conclusions were that the Board considers that
it has performed effectively and that it demonstrates
a good balance of skills, performance and knowledge
and has a strong and constructive working relationship
with the Investment Advisor. There were no significant
concerns that arose in the effectiveness review. During the
remainder of the year, the Board will continue to refine its
own mechanisms but may also provide more training where
required and ensure that it is both careful and committed to
the execution of its strategy. While the Board recognises it
could benefit from greater diversity, it does not consider it
is in the best interests of shareholders to force diversity by
imposing fixed criteria or quotas. The Board will continue
to make appointments based on merit, having regard to
factors including gender, ethnicity, skills and experience.
The Board will continue to monitor and encourage diversity
as part of its ongoing succession planning.
CORPORATE GOVERNANCE STATEMENT
CONTINUED
80
INDEPENDENCE OF DIRECTORS
The Board has reviewed the independence of each Director
and the Board as a whole in line with the AIC Code and
is of the opinion that the majority of the Board members
are considered independent. The majority of the Board
is independent of the Investment Advisor and free from
any business or other relationships that could materially
interfere with the exercise of the Directors’ independent
judgement.
Simon Hope is the Co-Managing Director of the
Investment Advisor; he is therefore considered to be a
non-independent Director. Stephen Barrow is also on the
Tilstone Board of Directors and is therefore considered
to be a non-independent Director. Both Simon Hope
and Stephen Barrow have cross-directorships in Tilstone
Partners Limited.
The Board considers that all other Directors are
independent of the Investment Advisor in both character
and judgement.
BOARD RESPONSIBILITIES AND RELATIONSHIP
WITH THE INVESTMENT ADVISOR
To ensure the Board meets its responsibilities, certain key
decisions can only be approved by the Board. Recognising
its duties under the Companies Act 2006, the Board’s
main roles are to lead the Group and ensure its long-term
sustainable success, generating value for shareholders and
contributing to wider society, and approve the Group’s
purpose, values and strategic objectives and satisfy itself
that these and its culture are aligned. The Board has
adopted a schedule of matters reserved for its decision,
which is reviewed annually. These specific responsibilities
include:
approving the Company’s investment and business
strategy;
approving the gearing policy;
overseeing cash management;
approving the Annual and Half-yearly Reports
and Financial Statements and accounting policies,
prospectuses, circulars and other shareholder
communications;
approving acquisitions and disposals which are within
the investment policy but have a value of 20% or more
of gross asset value (“GAV”) of the Company’s portfolio,
and any acquisitions or disposals outside the investment
policy;
raising new capital and approving major financing
facilities;
approving the valuation of the Group’s portfolio;
approving and recommending dividends;
approving Board appointments and removals;
approving the Company’s sustainability strategy;
appointing or removing the Investment Manager,
Investment Advisor, Depositary, Auditor and Company
Secretary; and
ensuring a satisfactory dialogue with shareholders and
other key stakeholders.
A copy of the schedule of matters reserved for the
Board’s decision is available on the Company’s website at
warehousereit.co.uk
.
The Board’s responsibilities also include developing and
overseeing the execution of the Company’s strategy within
a framework of effective risk management and internal
controls, demonstrating ethical leadership, and upholding
corporate governance best practice.
The Board monitors the execution of strategy and
financial performance, appreciating the need to ensure the
Company strikes the right balance between delivering on
short-term objectives and ensuring sustainable long-term
growth.
The Company has sub-contracted its day-to-day functions
to service providers, each engaged under separate
legal agreements. The Investment Advisor provides
recommendations to the Investment Manager’s investment
committee. These recommendations cover acquisitions
and sales of Group assets (where this would be in line
with the Company’s objectives and investment policy)
and recommendations on whether the Group should incur
borrowings and give guarantees and securities (subject to
certain investment restrictions imposed by the Board and
the Board’s overall control and supervision). The Board, the
Investment Manager and the Investment Advisor operate in
a fully supportive, co-operative and open environment.
At each Board meeting, the Directors follow a formal
agenda, which is circulated in advance by the Company
Secretary. The Investment Advisor regularly provides
financial information, together with briefing notes and
papers in relation to changes in the Group’s economic and
financial environment. Representatives from the Investment
Advisor and the Investment Manager attend each Board
meeting and communicate with the Board between formal
meetings.
CONFLICTS OF INTEREST
In accordance with the Companies Act 2006, the Articles
of Association permit the Board to consider and, if it sees
fit, to authorise situations where a Director has an interest
that conflicts, or may possibly conflict, with the Group’s
interests. It is the responsibility of each individual Director
to avoid an unauthorised conflict arising. Directors must
request authorisation from the Board as soon as they
become aware of the possibility that a conflict may arise.
When the Board is deciding whether to authorise a conflict
or potential conflict, only Directors who have no interest in
the matter being considered can participate in the relevant
decision, and in taking the decision the Directors must act
in a way they consider, in good faith, will be most likely to
promote the Company’s success. The Board can impose
limits or conditions when giving authorisation if they think
this is appropriate in the circumstances. The Board has a
formal system to consider such conflicts and the Company
Secretary maintains the Register of Directors’ Conflicts
of Interests, which is reviewed at each quarterly Board
meeting and when changes are notified.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
81
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
KEY BOARD ACTIVITIES DURING THE YEAR
A report from the Investment Advisor is reviewed at each meeting, which includes relevant matters to highlight since the previous meeting and details of portfolio activity, real estate
market and macroeconomic update, the pipeline and health and safety matters. A quarterly report from the Investment Manager is presented at each scheduled Board meeting.
The Board also receives and reviews a quarterly share register analysis, as well as a report from the Company Secretary including statutory and regulatory changes and corporate
governance best practice. In addition to these regular agenda items, the Board dealt with the following matters during the year:
May 2024
Updates from Management Engagement
Committee, Sustainability Committee,
Nomination Committee and Audit and Risk
Committee Chairs
Approval of preliminary results for the year
ended 31 March 2024 and fourth interim
dividend for the 2024 financial year
Review of going concern and long-term
viability statements
Discussed, reviewed and approved the
Group’s Annual Report
Reviewed Board Committees’ Terms of
Reference
Reviewed Directors’ fees
Approval of first interim
dividend for the financial
year ended 31 March 2025
• Updates from
Sustainability Committee
and Audit and Risk
Committee Chairs
Considered ESG practices
and sustainability strategy
August 2024
Updates from the Audit
and Risk Committee
Chair and Sustainability
Committee Chair
Approval of Half-yearly
Report and second interim
dividend for the 2025
financial year
• Reviewed performance
against strategy
Reviewed and approved key
Board policies
November 2024
Approval of third interim dividend for
the financial year ended 31 March 2025
Approval of the amendment to the
Investment Management Agreement
Approved the refinance of current loan
arrangements
February 2025
• Updates from
Audit and Risk
Committee Chair
• Received updates
from the Investment
Advisor on key
areas of the Group’s
operations as at
March 2025
January 2025
Annual General Meeting
Board strategy meeting
Reviewed the Company’s
business principles,
purpose and strategy
September 2024
Approval of Annual Report
for the financial year ended
31 March 2024
Discussed, reviewed and
approved the Notice of
Annual General Meeting
for the financial year ended
31 March 2024
June 2024
Approval of the financial budget and
capital expenditure programme for the
financial year to 31 March 2026
Reviewed the Company’s compliance
with the AIC Code
Reviewed the investment policy,
sustainability policy, Matters Reserved
for the Board, diversity and inclusion
policy and Board diversity policy
Reviewed the Directors’ effectiveness
review for the year ended
31 March 2025
The Board considered the all cash offer
to acquire all of the issued and to be
issued shares of the Company
March 2025
CORPORATE GOVERNANCE STATEMENT
CONTINUED
82
HOW GOVERNANCE SUPPORTED THE DELIVERY OF THE GROUP’S STRATEGY DURING THE YEAR ENDED 31 MARCH 2025
As noted on page 71, approving the strategy and overseeing its implementation is one of the Board’s core responsibilities. The Key Board Activities During The Year section sets out the
Board’s activities in respect of each element of the strategy. In addition, during the year the Board held a strategy sessions, allowing the Board to examine the strategy and the market
context in which the Company operates. The table below highlights the operational outcomes against the strategic objectives set by the Board:
Strategy
Board governance role
Key activities during the year
Investment
strategy
Overseeing the options for acquisition,
against the backdrop of current market
and economic conditions
Approving acquisitions that are within
the investment policy but have a value
of 20% or more of the Company’s GAV
Approving any acquisitions outside the
investment policy
During the year, the Board:
reviewed and discussed the details of all disposals, as part of the disposal strategy, at its quarterly meetings;
assessed in detail the ongoing availability of quality stock that could be acquired and held during the year;
noted £85.7 million headline sales, 0.7% ahead of book value;
noted £0.5 million loss on sale; and
scrutinised additional sales in solicitors’ hands; ongoing capital recycling, continuing to rotate the bottom 10% of the
portfolio.
Read more about the disposals in the year in the Investment Advisor’s report on page 33.
Asset
management
strategy
Overseeing the portfolio
Overseeing the Investment Advisor’s
asset management activities
During the year, the Board:
reviewed quarterly portfolio updates from the Investment Advisor, including details of occupancy levels, lease events,
rental values and rent collection;
monitored the Investment Advisor’s and Investment Manager’s adherence to the capital expenditure budget, through
quarterly reports from the Investment Advisor;
approved the annual budget (including capital expenditure) for the year to 31 March 2026;
approved and oversaw the sales process for Radway Green, Crewe;
scheduling a series of monthly calls between the Investment Advisor and the Board, so that both parties remain
engaged on the various portfolio transactions, which has led to particularly pleasing results;
noted £3.7 million new rent added, with £2.8 million of reversion captured; and
noted future reversion of £6.1 million , providing a potential uplift of 14.3%.
Read more about asset management during the year in the Investment Advisor’s report on pages 34 to 36.
Financial
strategy
Approving any changes to the Group’s
capital structure
Approving the Group’s gearing policy,
dividend policy and treasury policy
During the year, the Board:
monitored the Group’s debt levels and reviewed the hedging strategy;
refinanced the Group’s debt facilities; and
achieved 92.9% of Group’s debt was hedged as at 31 March 2025.
Read more about financing activity during the year in the Investment Advisor’s report on pages 38 to 39
Sustainability
strategy
Approval of policy, strategy and targets
Approval of governance policies
During the year, the Board:
reviewed and oversaw progress made against the strategy with particular focus on the key projects; and
set and approved 2025 targets.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
83
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
Neil Kirton
Non-Executive Chairman
Dear shareholders
I am pleased to present the report on the activities of the
Nomination Committee (the “Committee”).
The Committee has focused on succession planning and
evaluating the skills and experience across the existing
Board members to identify possible areas for future
development. The Board continues to be mindful of
Director tenure length, especially that of the Chairman of
the Board and Senior Independent Director. As a result,
respective succession plans will be reviewed in due course.
The Committee continues to be mindful of the diversity on
the Board and, to that end, is looking at opportunities to
meet the targets set by the FTSE Women Leaders Review
and the Parker Review. The Board considers diversity to
be important for the future development of the business,
including the need to be representative of the society in
which it operates, and while it continues to work towards
being a more diverse Board, it is proud to have 33%
representation of women on the Board and will continue to
apply the Board diversity policy.
The Committee is aware of the UK Listing Rules and
Disclosure Guidance and Transparency Rules requirements
related to diversity, is mindful of these targets and will
continue to stay abreast of any future developments.
The Board undertook an internally facilitated effectiveness
review of its composition, succession planning, expertise,
dynamics, management and focus of meetings, support,
culture, and risk management and oversight. More
information on the process and the outcomes can be
found on page 80.
I will be available at the 2025 AGM to respond to
any shareholder questions that may be raised on the
Committee’s activities.
ROLE OF THE NOMINATION COMMITTEE
The role of the Committee is to assist in ensuring that
the Board comprises individuals who are best able to
discharge the responsibilities of Directors, having regard
to the highest standards of governance, the strategic
direction of the Group and ambitions of the Board in
respect of diversity and inclusion.
In summary, the Committee’s primary responsibilities
are to:
keep under review the Board’s structure, size and
composition, including diversity and the balance of
independent and non-independent Non-Executive
Directors, and make recommendations to the Board
with regard to any changes required;
consider and formulate succession plans for Directors,
giving consideration to the length of service of the
Board as a whole and the need for membership to be
regularly refreshed;
identify and nominate candidates to fill any Board
vacancies for the Board’s approval, giving due regard to
the current and recommended future balance of skills,
knowledge, experience, independence, diversity and
cognitive and personal strengths of those on the Board;
review the results of the Board performance
effectiveness review that relate to the Board’s
composition;
review annually the time required from Non-Executive
Directors;
make recommendations to the Board regarding
membership of the Board’s Committees, in consultation
with the Chair of each Committee;
make recommendations to the Board concerning the
re-appointment of Non-Executive Directors, at the
conclusion of their specified term of office; and
make recommendations to the Board regarding the re-
election of Directors at AGMs.
The Committee operates within defined terms of reference,
which are regularly reviewed and updated as necessary.
The terms of reference are available on the Group’s
website.
Committee membership
Meetings
1
Neil Kirton (Chair)
1/1
Lynette Lackey
1/1
Simon Hope (Non-independent)
1/1
1
The column above headed ‘Meetings’ shows the number of
meetings of the Committee attended by each member during the
year, together with the number of meetings they were entitled
to attend. Other regular attendees at the Committee include
members of the Investment Advisor, who provide more insight
into key issues and developments.
NOMINATION COMMITTEE REPORT
84
ACTIVITIES
There have been no appointments to the Board during the
year. However, the main activities of the Committee are set
out below.
RE-ELECTION OF DIRECTORS AT THE AGM
In accordance with the AIC Code, the Board is comprised
of a group of individuals who have an appropriate balance
of skills and experience to meet the future opportunities
and challenges facing the Group.
The Committee considered the re-election of each Director
at the AGM. Following consideration of a range of factors,
including Directors’ other commitments and the results
of the recent Board effectiveness review, the Committee
concluded that each Director on the Board standing for
re-election at the AGM continues to demonstrate the
necessary skills, experience and commitment to contribute
effectively and add value to the Board.
INDUCTION AND TRAINING
Each Director, upon appointment, receives a
comprehensive and tailored induction to the Company. The
induction process includes:
meetings with the other Directors;
meetings with members of the Investment Advisor to
understand the Group’s strategy, structure, financial and
legal position, corporate governance, risk profile and risk
management procedures; and
meetings with a range of stakeholders, including
shareholders (such as being available at the AGM), and
the Company’s external advisors.
SIZE, STRUCTURE AND COMPOSITION OF THE BOARD
AND COMMITTEES
To maintain the right balance of skills and knowledge on
the Board, the Committee keeps Board composition under
continual review. During the year, the Committee reviewed
the size, structure and composition of the Board and its
Committees and agreed that these were appropriate for
the Company, including the balance of independent and
non-independent Directors. It is the Committee’s view that
all members of the Board bring differing perspectives and
contribute to the overall success of Board meetings and
the Group.
When considering the appointment of new Directors,
the Committee will actively consider a range of factors
including the expertise and experience required in a
prospective candidate and the diversity of the Board, as
set out in the Company’s diversity policy. It is believed that
effective succession planning mitigates risks associated
with the departure or absence of well-qualified and
experienced individuals, impacting delivery of the Group’s
strategy. The Committee also recognises that continued
tenure brings a depth of Company-specific knowledge that
is important to retain.
DIVERSITY
The Board reviewed and approved its diversity policy
in March 2025. The policy mirrors best practice and
acknowledges the benefits of greater diversity, in all its
forms, and the Board remains committed to ensuring
that the Directors bring a wide range of skills, knowledge,
experience, backgrounds and perspectives to the Board.
In measuring a candidate’s skills and experience against
the criteria identified by the Board as being desirable to
complement the Board’s composition and qualifications,
the following objectives for the appointment of Directors
have been established:
all Board appointments will be made on merit, in the
context of the skills, knowledge and experience that are
needed for the Board to be effective; and
longlists of potential Non-Executive Directors should
include diverse candidates from a range of different
backgrounds and ethnicities as well as both male and
female candidates.
The Board is supportive of the ambition shown in reviews
on diversity, including the FTSE Women Leaders Review
(formerly the Hampton-Alexander Review – gender
diversity) and the Parker Review (ethnic diversity). The
Nomination Committee will continue to examine ways to
increase diversity at Board level.
As the Company is an investment company with no
Executive Directors, and with a small Board relative to
that which would be expected for a trading company of
equivalent size, the Company has not yet met the targets
for ethnic representation on the Board set out in UK
Listing Rule (“UKLR”) 6.6.6(10) and shall endeavour to
meet the requirements of this listing rule at the nearest
opportunity. Accordingly, the Committee is focused
on the rules and advisory frameworks on diversity and
inclusion. In accordance with these requirements, the
Committee is continuing to develop succession plans to
increase diversity on the Board and will consider such
recommendations in all future Board appointments and
succession planning discussions. However, the Board
believes that cognitive diversity is of great importance
and is comfortable that the Board is made up of a diverse
group of individuals with different backgrounds and
skillsets. In respect of succession and the recruitment
of appropriate members to the Board, the Board
gives significant weight to the Company’s particular
geographical, geopolitical and market environment. As
such, any new Board member appointed must understand
the operating, economic and political environment in the
UK to give full and proper oversight. The Board will strive
to ensure that it comprises individuals with complementary
skills and experience to meet the Company’s objectives.
The Company has met the target of appointing a female
Senior Independent Director. As an externally managed
Real Estate Investment Trust, the Company does not
have executive management. However, the Nomination
Committee is increasingly taking an interest in the diversity
of its main service providers, principally the Investment
Advisor.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
85
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
The following tables, in the prescribed format, show the gender and ethnic background of the Directors as of the date of
this report, in accordance with UKLR 6 Annex 1.
Gender identity
Number
of Board
members
1
Percentage
on the
Board
Number
of senior
positions on
the Board
Men
4
66.7%
1
Women
2
33.3%
1
2
Not specified/prefer not to say
0
0%
0
1
As an externally managed investment company with no Executive Directors, the Company does not have all the senior positions on its Board referenced in the
UKLRs, specifically it does not have either a Chief Executive or a Chief Financial Officer. Accordingly, the Company only has two of these senior positions on
its Board, being the positions of Chair and Senior independent Director.
2
Aimée Pitman was appointed Senior Independent Director on 13 September 2023. Although not forming part of the FCA’s definition of ‘senior positions on the
Board’, Lynette Lackey is Chair of the Audit and Risk Committee and Aimée Pitman is Chair of the Sustainability Committee.
Ethnic background
Number
of Board
members
Percentage
on the
Board
Number
of senior
positions on
the Board
White British or other White (including minority white groups)
6
100%
2
Mixed/multiple ethnic groups
0
0%
0
Asian/Asian British
0
0%
0
Black/African/Caribbean/Black British
0
0%
0
Other ethnic group
0
0%
0
Not specified/prefer not to say
0
0%
0
The data in the above tables was collected through self-reporting by the Directors.
EXTERNAL APPOINTMENTS
Prior to accepting any external appointments, Directors are
required to seek the Board’s approval. The Board believes
that other external directorships and positions help provide
the Directors with valuable expertise that enhances their
ability to act as a Non-Executive Director of the Company.
The number of external directorships and positions should,
however, be limited, to ensure that Directors are able to
dedicate the amount of time necessary to contribute
effectively to the Board.
COMMITTEE EFFECTIVENESS REVIEW
For the period under review, the Committee deems itself
to have performed well, 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.
LOOKING AHEAD TO MARCH 2026
In the coming year, the Nomination Committee will spend
time on reviewing succession planning and diversity at
Board level. Consideration and additional focus will be
given to the governance requirements of the AIC Code,
in relation to Board composition and independence
requirements, the UKLRs, the Parker Review and the FTSE
Women Leaders Review.
Neil Kirton
Chair of the Nomination Committee
10 June 2025
NOMINATION COMMITTEE REPORT
CONTINUED
86
Dear shareholders
I am pleased to present the report of the Audit and
Risk Committee (the “Committee”) for the year ended
31 March 2025.
The ongoing economic uncertainty for the UK economy
and related challenges remained a focus area of the
Committee and the Board during the period under review.
The Committee reviewed and challenged CBRE Limited’s
property valuations during the financial year.
The Committee has also continued to focus on the key
issues relevant to the Group’s financial reporting and
worked with the Investment Advisor and the external
Auditor to review any changes required in response to
accounting or regulatory guidance.
I would like to thank the members of the Committee,
the Investment Advisor team, and the various external
consultants for their continued commitment throughout
the year, for the open discussions that take place at our
meetings, and for the contribution they all provide in
support of our work. I will be available at the 2025 AGM to
respond to any shareholder questions that may be raised
on the Committee’s activities.
The Committee is aware of the requirements of the Audit
Committees and External Audit: Minimum Standards
(the “Minimum Standards”) as published by the FRC in
May 2023 and will seek to meet the requirements of the
Minimum Standards as soon as practicable.
ROLE OF THE AUDIT AND RISK COMMITTEE
The Committee safeguards high standards of integrity and
oversees conduct in financial reporting, internal control and
risk management. The Committee’s primary responsibilities
are to:
to monitor the integrity of the Group’s financial
statements and review its financial reporting process
and accounting policies;
advise the Board that the Annual Report is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
position, performance, business model and strategy.
In doing so, ensure that the disclosures reflect the
supporting detail, or challenge them to explain and
justify their interpretation and, if necessary, re-present
the information;
review the effectiveness of the Group’s internal control
environment and risk management systems;
make recommendations to the Board in relation to the
appointment, re-appointment or removal of the external
Auditor and to approve its remuneration and terms of
engagement, including the provision of any non-audit
services;
review the effectiveness of the audit process;
review and monitor the Auditor’s independence and
objectivity;
review the quality and appropriateness of the half-yearly
and full year external valuations of the Group’s property
portfolio;
review assurances from the Group’s service providers
regarding their systems and controls for the detection
of fraud and the prevention of bribery and receive
reports on non-compliance; and
review the adequacy and security of the Group’s
arrangements for its contractors, suppliers and other
stakeholders (as applicable) to raise concerns, in
confidence, about possible wrongdoing in financial
reporting or other matters.
The Committee has direct access to the Group’s external
Auditor (BDO LLP or “BDO”) and provides a forum
through which the external Auditor reports to the Board.
Committee membership
Meetings
1
Lynette Lackey (Chair)
4/4
Dominic O’Rourke
4/4
Aimée Pitman
4/4
1
The composition of the Committee complies with the AIC Code,
being composed of three Independent Non-Executive Directors
with sufficient financial experience and competence relevant
to the sector in which the Company operates. The column
above headed ‘Meetings’ shows the number of meetings of the
Committee attended by each member during the year, together
with the number of meetings they were entitled to attend. To
ensure open and regular communication between the Investment
Advisor and the Board, certain key representatives of the
Investment Advisor are invited to attend Committee meetings
to update the Committee, along with representatives from the
external Auditor, the third-party portfolio valuers (CBRE LLP) and
the external risk consultants.
Lynette Lackey
Non-Executive Director
AUDIT AND RISK COMMITTEE REPORT
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
87
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
Representatives of the external Auditor attend the
Committee meetings at least annually.
The Committee operates within defined terms of reference,
which are regularly reviewed and updated as necessary.
The terms of reference are available on the Group’s
website.
ACTIVITIES
At the meetings, the Committee has:
reviewed the internal controls and risk management
systems of the Group and its third-party service
providers, including continuing to monitor whether an
internal audit function is required;
agreed the audit plan with the Group’s external Auditor
including the principal areas of focus, and agreed the
audit fee;
monitored the integrity of the financial information
published in the Interim and Annual Report and
considered whether suitable and appropriate
judgements in respect of areas that could have a
material impact on the financial statements, have
been made;
actively engaged with the external Auditor to assess the
significant judgements, systems and processes in place
to form these significant judgements;
reviewed and recommended to the Board that the
interim and full year valuation reports from CBRE
Limited (the “Valuer”) be included in both the Interim
and Annual Report;
monitored the Company’s and Investment Advisor’s
accounting and financial internal control systems
to ensure compliance with regulatory and financial
reporting requirements and its relationship with the
relevant regulatory authorities;
made recommendations to the Board regarding the re-
appointment of the external Auditor, their remuneration
and the terms of engagement;
reviewed the provision of non-audit services provided
by the external Auditor;
reviewed the independence of the external Auditor;
reviewed the Investment Advisor’s detection of fraud
and whistleblowing arrangements; and
reviewed the Annual Report content and advised the
Board on whether the Annual Report is fair, balanced
and understandable.
INTERNAL AUDIT
The Committee has determined that there is not presently
a need for establishing an Internal Audit function, taking
into account the size and complexity of the Company and
its business. In coming to this conclusion, the Committee
noted that external Auditors check the operation of certain
controls of Savills and Waystone based on the ISAE 3402
report and subsequent bridging letter which details the
effectiveness of the respective entities internal controls.
The Committee will continue to review this position on an
annual basis and make recommendations to the Board as
appropriate.
EXTERNAL AUDITOR
REVIEW OF EXTERNAL AUDIT EFFECTIVENESS
The Committee has an established framework for assessing
the effectiveness of the external audit process. This
includes:
considering reports from the Auditor on the process
they have adopted to identify financial statements risks
and key areas of audit focus;
regular communications with the external Auditor
(without the Investment Advisor present) and
Investment Advisor (without the external Auditor
present);
a review of the final audit report, noting key areas
of Audit;
judgement and the reasoning behind the conclusions
reached;
a review of the annual FRC Audit Quality Inspection
Report of the external Auditor;
use of a questionnaire completed by all the necessary
stakeholders; and
review of the audit plan.
The Committee is satisfied that the relationship between
the external Auditor and the Investment Advisor allows
for scrutiny of views and it is pleased that the evaluation
paid testament to the ability and willingness of the external
Auditor to challenge the Committee’s and Investment
Advisor’s views in a constructive and proportionate
manner.
The Committee received a presentation of the audit plan
from the external Auditor, in respect of the year under
review, and a presentation of the results of the audit,
following completion of the main audit testing.
AUDITOR INDEPENDENCE AND OBJECTIVITY
During the year, the Committee met key members of
the senior audit team and BDO formally confirmed its
independence, as part of the annual reporting process.
BDO also assured the Committee that its independence
and objectivity is not compromised by the provision of any
non-audit services and that it has fulfilled its obligations to
the Group and its shareholders.
AUDIT FEES AND NON-AUDIT SERVICES
An audit fee of £224,000 has been agreed in respect of the
audit for the year ended 31 March 2025. This incorporates
a fee of £200,000 for auditing the Annual Report for
the period and £24,000 for auditing the accounts of the
Company’s subsidiaries for the period.
The Committee reviews the scope and nature of all
proposed non audit services before engagement. BDO did
not carry out non-audit services for the Company during
the year.
The Committee continues 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. The
Committee has reviewed the Company’s policy on the
supply of any non-audit services provided by the external
Auditor.
RE-APPOINTMENT OF THE AUDITOR
The appointment of the external Auditor is reviewed
annually by the Committee and the Board and is subject
to approval by shareholders. In accordance with the
applicable requirements, the audit will be put out to tender
within ten years of the initial appointment of BDO.
BDO was appointed as Auditor to the Company with effect
from 1 April 2021, following a formal tender process and
review of the external Auditor’s credentials. During the
AUDIT AND RISK COMMITTEE REPORT
CONTINUED
88
financial year, Richard Levy rotated as audit partner of the Group with Chris Young appointed as the new audit partner for
the Group.
Following a review of the service provided by BDO during the year and a review of value for money, the Committee has
recommended to the Board the re-appointment of BDO as Auditor to the Company. An ordinary resolution for BDO’s re-
appointment will be put to shareholders at this year’s AGM.
The Committee will regularly consider the need to put the audit out to tender, the Auditor’s fees and independence, and
the matters raised during each audit.
The Company confirms compliance with the provisions of the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014,
which relates to the frequency and governance of tenders for the appointment of the external Auditor for the year to
31 March 2025.
SIGNIFICANT ISSUES
The Committee considered the following key issues in relation to the Group’s financial statements:
Valuation of
property assets
The Committee considered and discussed the valuation of the Group’s investment properties
as at 31 March 2025. To enable a full discussion of the valuation, and to enable the Directors to
challenge the valuations and the underlying assumptions, as appropriate, the Valuer attended the
Committee meeting in May 2025.
Maintenance of
REIT status
The UK REIT regime affords the Group a beneficial tax treatment for income and capital gains,
provided certain criteria are met. There is a risk that these REIT conditions may not be met and
additional tax becomes payable by the Group. The Committee therefore monitored the Group’s
compliance status and considered each of the requirements for the maintenance of REIT status
throughout the year ended 31 March 2025.
Going concern
and long-term
viability of the
Company
The Committee considered the Group’s financial requirements for the next 12 months and
concluded that it has sufficient resources to meet its commitments and any outstanding loan
covenants. Consequently, the financial statements have been prepared on a going concern basis.
The Committee also considered the long-term viability statement within the Annual Report, for
the three-year period to June 2028, and the underlying factors and assumptions that contributed
to the Committee deciding that three years was an appropriate length of time to consider the
Group’s long-term viability.
The Group’s going concern and viability statement, as well as full details of the assessment
carried out by the Directors, can be found on pages 69 to 70.
COMPLIANCE, WHISTLEBLOWING AND FRAUD
The Committee ensures that there are effective procedures
relating to whistleblowing. The Whistleblowing Policy,
which is reviewed annually, allows employees of third-party
service providers to confidentially raise any concerns about
business practices.
Responsibility for the whistleblowing process sits with
the Board. The Committee continues to monitor the
whistleblowing processes, procedures and any respective
updates are reported to the Board.
FAIR, BALANCED AND UNDERSTANDABLE
REPORTING
The Committee reviewed drafts of this Annual Report to
consider whether it is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the Group’s performance, business model and
strategy. We also gained assurance that there is a robust
process of review and challenge at different levels within
the Group to ensure balance and consistency.
Following the consideration of the above matters and its
detailed review, the Committee was of the opinion that
the Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
89
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
INTERNAL CONTROL REVIEW
The Board is responsible for the systems of internal
controls relating to the Group, including the reliability of
the financial reporting process and for reviewing their
systems’ effectiveness, in accordance with the AIC Code.
The Directors have reviewed and considered the
Financial Reporting Council’s (“FRC’s”) guidance on risk
management, internal control and related finance and
business reporting and have established an ongoing
process for identifying, evaluating and managing the
principal risks faced by the Group. This process, together
with key procedures established to provide effective
financial control, was in place during the period under
review and at the date of the signing of this report. The
internal control systems are designed to ensure that proper
accounting records are maintained, that the financial
information on which business decisions are made and
which is issued for publication is reliable, and that the
Group’s assets are safeguarded. The risk management
process and the Group’s systems of internal control are
designed to manage rather than eliminate the risk of failure
to achieve the Group’s objectives. It should be recognised
that the risk management framework can only provide
reasonable, not absolute, assurance against material
misstatement or loss.
The Directors have reviewed the effectiveness of the
Group’s risk management and internal control systems as
they have operated over the period and up to the date
of approval of the Annual Report. There were no matters
arising from this review that required further investigation
and no significant failings or weaknesses were identified.
Therefore, the Board, as recommended by the Committee,
believes that the existing arrangements present an
effective risk management framework to meet the internal
control requirements.
INTERNAL CONTROL ASSESSMENT PROCESS
The Board undertakes regular robust risk assessments
and reviews of internal controls, in the context of the
Group’s overall investment objective. The Board, through
the Committee, reviewed and approved of the risk
management reporting framework to be implemented
during the period. One of the key internal controls that
the Group has in place is a corporate risk register, which is
maintained by the Investment Advisor, against which the
Group monitors the risks identified, the impact of such
risks and the controls in place to mitigate them. It also
considers and monitors both current and emerging risks
to ensure meaningful reporting to the Committee. Other
key internal controls, which the Group had in place during
the year, include a procedure to monitor the compliance
status of the Company to ensure that it can continue to be
approved as a REIT, and the Investment Advisor prepares
forecasts and management accounts which allow the
Directors to assess performance. The risks are assessed
based on the likelihood of them happening, the impact on
the business if they were to occur and the effectiveness
of the controls. The Committee reviews the risk matrix
at least twice in each financial year and at other times as
necessary.
The Board, Investment Advisor and AIFM have joint overall
responsibility for the Company’s risk management and
internal controls.
The principal and emerging risks that the Board has
identified are set out on pages 59 to 68.
Most functions for the Group’s day-to-day management
are sub-contracted and the Directors therefore obtain
regular assurances and information from key third-party
suppliers regarding their internal systems and controls.
Additionally, the Board has contractually delegated to
external firms the services the Company requires, but it is
fully informed of the internal control framework established
by the Company’s third-party service providers, noting
they provide reasonable assurance on the effectiveness of
internal financial controls.
COMMITTEE EFFECTIVENESS REVIEW
The Board effectiveness review this year included an
assessment of our performance as a Committee. The
Committee concluded that it operated effectively and that
the Board takes comfort from the quality of its work. The
Board is satisfied that the Committee members bring a
wide range and depth of recent and relevant financial and
commercial experience and all members have competence
relevant to our sector.
LOOKING AHEAD TO MARCH 2026
The Committee has agreed several areas of focus,
including:
ensuring continued integrity and balance in the Group’s
financial reporting;
monitoring UK corporate governance reform and
reacting as appropriate;
consideration of new and emerging risks; and
looking at specific implications of the current UK
economy on the Group’s portfolio value including macro
and regional-specific impacts and assessing financial
impacts.
Lynette Lackey
Chair of the Audit and Risk Committee
10 June 2025
AUDIT AND RISK COMMITTEE REPORT
CONTINUED
90
Dominic O’Rourke
Non-Executive Director
Committee membership
Meetings
1
Dominic O’Rourke (Chair)
1/1
Lynette Lackey
1/1
Neil Kirton
1/1
1
During the period under review, the Committee comprised of
three independent Non-Executive Directors of the Company,
none of which are connected to the AIFM or Investment Advisor.
The column above headed ‘Meetings’ shows the number of
meetings of the Committee attended by each member during the
year, together with the number of meetings they were entitled
to attend. Other regular attendees at the Committee include
members of the Investment Advisor, who provide more insight
into key issues and developments
Dear shareholders
I am pleased to present the Management Engagement
Committee (the “Committee”) report for the year ended
31 March 2025.
The Committee is central to the Company’s investment
process and is also a key part of the Company’s corporate
governance framework. The Board has delegated the day-
to-day running of the Company to the Investment Advisor
pursuant to the terms of the Investment Management
Agreement (“IMA”). The IMA is reviewed and amended
when necessary to ensure it serves the needs of the
Company.
The Committee is charged with the responsibility of
ensuring that the Investment Advisor has acted diligently,
in line with the Company’s investment policy and the
Company’s strategy, to maintain a diverse portfolio of high-
quality assets that provide returns to the shareholders.
Details of the Investment Advisor’s activity and the
Company’s performance in the year have been included in
the strategic report.
The Board deemed it necessary to reposition the fees
payable to the Investment Advisor. It is envisaged that
this will, in turn, assist in improving the Group’s financial
performance. The Board’s view remains unchanged that
the Investment Advisor’s knowledge of the Company’s
portfolio of assets and the market is key to the successful
delivery of the Company’s strategy, so the fee is designed
to both align the interests of the Company and the
Investment Advisor, and result in a material cost saving for
the Company.
Following the Company’s announcement in its interim
results in November 2024, that it was evaluating its
management arrangements with the Investment Advisor,
on 11 February 2025, following a recommendation from the
Committee, the Board reached agreement with Tilstone, on
the future basis of its fee calculation. The new arrangement
sees the basis of the quarterly management fee move from
net asset value to the lower of net asset value and market
capitalisation, effective from 1 April 2025. The previous fee
thresholds and rates applied to the net asset value-based
calculations are unchanged, as shown below.
Threshold
Fee rate
on lower of
EPRA net
asset value
and market
capitalisation
Up to £500 million
1.1%
Above £500 million
0.9%
As part of the transition to this new fee arrangement,
there is an adjustment in the calculation of the fee for the
first financial year only (ending 31 March 2026). Under this
transitional arrangement, the basis of the fee calculation
will be subject to a floor of no lower than 70% of EPRA net
asset value. All other terms of the IMA remain unchanged.
The arrangements are intended to ensure that the
Investment Advisor is able to continue to operate and
remains incentivised to deliver results on behalf of the
Company and its shareholders. Further details of the
rationale for the Board’s decision and actions undertaken
by the Directors to reach their conclusion, together with
details of the proposal can be found in the section 172
statement on page 30.
I will be available at the 2025 AGM to respond to
any shareholder questions that may be raised on the
Committee’s activities.
MANAGEMENT ENGAGEMENT COMMITTEE REPORT
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
91
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
ROLE OF THE MANAGEMENT ENGAGEMENT
COMMITTEE
The Committee’s primary responsibilities are to:
satisfy itself that the terms of the IMA between the
Group, the Investment Manager and the Investment
Advisor remain fair, competitive and sensible for
shareholders, and review and make recommendations
on any proposed amendment to the IMA;
satisfy itself that systems put in place by the Investment
Advisor, Investment Manager, Administrator and
Depositary are adequate to meet relevant legal and
regulatory requirements, including the AIFMD;
satisfy itself that any compliance matters are under
proper review;
consider whether the continuing appointment of the
Investment Advisor is in the interests of shareholders
as a whole and make recommendations to the Board in
this regard;
keep under review the Investment Advisor’s
performance and the level of the investment advisory
fee; and
keep under review the performance of other service
providers, including compliance with the terms of their
respective agreements and their internal controls and
policies.
The Committee operates within defined terms of reference,
which are regularly reviewed and updated as necessary.
The terms of reference are available on the Group’s
website.
ACTIVITIES
During the year the Committee reviewed the performance
of, and subsequently recommended the continued
appointment of, the Investment Advisor and AIFM to the
Board. The Committee also considered the performance
of key service providers to the Company and proposed
amendments to the IMA . Where appropriate, feedback
was provided to the Investment Advisor, AIFM and key
service providers to enhance the level of service provided
to the Company.
MANAGEMENT ARRANGEMENTS
The Company is an alternative investment fund for the
purposes of the AIFMD and, as such, is required to have an
Investment Manager who is duly authorised to undertake
that role. G10 Capital Limited is authorised as the AIFM
of the Company under an IMA dated 22 August 2017. The
Investment Manager is responsible for overall portfolio
management, risk management and compliance with the
Group’s investment policy and the requirements of the
AIFMD that apply to the Group.
The Investment Advisor is an appointed representative of
the Investment Manager. As an appointed representative,
Tilstone is responsible for working with and advising the
Group and the Investment Manager in respect of sourcing
investment opportunities that meet the Group’s investment
policy. Tilstone is also responsible for managing the
underlying real estate assets within the Group’s investment
portfolio. The Investment Manager has, and shall maintain,
the necessary expertise and resource to supervise the
delegated tasks effectively.
For the financial year ended 31 March 2025, the Investment
Advisor received an annual fee (payable quarterly in
arrears) equal to 1.1% of the NTA of the Group’s portfolio on
the basis of funds being fully invested up to £500 million
and 0.9% thereafter. The fee was payable to the Investment
Advisor, which pays a monthly fee of £5,400 to the
Investment Manager for the duration of its appointment,
in addition to other one-off fees in relation to regulatory
reporting services (Annex IV), compliance services and
investment committee services. No performance fee or
acquisition fee is payable.
In the event that the IMA is terminated following a third
party (or third parties acting in concert) acquiring a
majority of the Company’s ordinary shares (and such
controlling third party having served the two-year
notice to terminate), the Investment Advisor would be
entitled to receive an exit fee equal to 15% of the total
shareholder returns (defined as the price per share paid
by such third party plus dividends and other distributions
paid) generated since initial admission of the Company’s
shares to trading on the London Stock Exchange, above a
hurdle rate of 10% per annum on a compound basis since
admission. The exit fee will be capped at the amount of the
annual management fee paid in the immediately preceding
financial year.
The IMA is terminable on 30 days’ notice by either party in
writing in the event of a material breach or insolvency of
the other party. The Company is also entitled to terminate
the agreement forthwith by notice in writing in the event
that the Investment Manager ceases to be able to fulfil its
obligations as a result of a change of the FCA’s rules.
CONTINUING APPOINTMENT OF THE
INVESTMENT ADVISOR
The Committee has reviewed the continuing appointment
of the Investment Advisor and AIFM and are satisfied
that their appointment remains in the best interests of
shareholders as a whole.
COMMITTEE EFFECTIVENESS REVIEW
The existing Committee members were agreed that
the quality of discussion and level of challenge by the
Committee with the Investment Advisor, together with
the timeliness and quality of papers received by the
Committee, allows the Committee to perform its role
effectively.
LOOKING AHEAD TO MARCH 2026
The Committee recognises that ensuring excellent support
and performance by service providers is critical for the
Group’s continuing operation as an externally managed
Real Estate Investment Trust. Therefore, the Committee’s
focus will be to keep all service providers’ performance
under review, and their terms of engagement, to ensure
that they act in the best interests of the Company’s
shareholders.
Dominic O’Rourke
Chair of the Management Engagement Committee
10 June 2025
MANAGEMENT ENGAGEMENT COMMITTEE REPORT
CONTINUED
92
Aimée Pitman
Non-Executive Director
Committee membership
Meetings
1
Aimée Pitman (Chair)
3/3
Stephen Barrow
3/3
Dominic O’Rourke
3/3
1
Regular attendees include the other Directors of the Company
and members of the Investment Advisor. Relevant subject matter
experts and external consultants attend when required. The
column above headed ‘Meetings’ shows the number of meetings
of the Committee attended by each member during the year,
together with the number of meetings they were entitled to
attend.
Dear shareholders
I am pleased to present the Sustainability Committee (the
“Committee”) report for the year ended 31 March 2025.
A more in-depth review of these areas can be found in the
strategic report on pages 6 to 70..
The Committee continued to oversee the integration of
the sustainability strategy into the Group’s operations,
and drive performance against targets agreed by the
Board and Investment Advisor. Throughout the year,
the Committee has reviewed the milestones set by the
Investment Advisor and monitored progress against them,
ensuring there is adequate governance and reportable
metrics in place. The Committee has also continued
to highlight the importance of ensuring the Group’s
activities demonstrate a visible and meaningful value to
stakeholders.
The landscape for this topic continues to rapidly change
with respect to legal obligations and market expectations,
therefore a key part of the Committee’s focus has been
to stay educated and drive performance against the
Group’s key strategic pillars: ‘a resilient portfolio’, ‘reducing
our footprint”, ‘supporting our occupiers’ and ‘ensuring
responsible business foundations’.
The Committee serves as an independent and objective
party to monitor the integrity and quality of the Company’s
sustainability strategy, and to ensure that the strategy is
integrated into the business plan, values and objectives.
It also fosters a culture of responsibility and transparency
concerning managing the Company’s environmental, social
and governance (“ESG”) impacts and initiatives.
The Committee has three core focus areas:
Environmental: The Company’s impact on the natural
environment and its response to the challenge of
climate change.
Social: The Company’s interaction with stakeholders and
the communities in which it operates and the role of the
Company in society.
Governance: The ethical conduct of the Company’s
business.
The Committee’s discussions are strengthened by the
experience of the Investment Advisor’s team, as those
accountable for driving responsible and sustainable growth
through the Company’s operations. In-depth discussions
ensure the Committee stays alert to current and emerging
trends and to any potential risks arising from sustainability
issues. The Committee captures these insights for the
Board through formal feedback and the ongoing sharing of
knowledge.
The Committee is a passionate advocate for transparency
and stakeholder engagement, and continues to work on
sustainability issues alongside key stakeholders.
I will be available at the 2025 AGM to respond to
any shareholder questions that may be raised on the
Committee’s activities.
ROLE OF THE SUSTAINABILITY COMMITTEE
The Committee’s primary responsibilities are to:
oversee the formulation and implementation of the
Group’s sustainability strategy and, within that, the
performance against the KPIs set by the Investment
Advisor;
review updates on any regulatory changes affecting
the strategy and make recommendations to the Board
regarding changes to the strategy;
review annually the key sustainability-related policies,
ensuring external reporting compliance;
review the Group’s efficacy in relation to its
sustainability reporting;
review climate-related risks and make recommendations
to the Audit and Risk Committee regarding inclusion in
the Group’s risk management practices;
approve the budget provided for sustainability
purposes;
provide oversight and challenge on any material
sustainability matters identified, advising and making
recommendations to the Board where appropriate; and
ensure social issues are incorporated in the agenda and
debated.
SUSTAINABILITY COMMITTEE REPORT
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
93
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
GOVERNANCE
The Board is responsible for approving the Group’s
sustainability strategy, long-term goals and actively
monitoring portfolio performance. In conjunction with
the Investment Advisor, the Committee oversees the
management of the Group’s climate-related risks and
opportunities. The Committee has a key role in supporting
the Board within the governance framework, by providing
guidance and direction on the Company’s sustainability
ambitions.
RISK MANAGEMENT
Complementing the Committee’s role, the Audit and Risk
Committee oversees the assurance programme of the
Company’s sustainability commitments. With a growing
focus on sustainability, the Board has recognised the
importance of identifying the impact of climate change
on the Group’s business. During the year, the Committee
identified the key risks, with input from the Company’s
consultant, and added them to the Group’s risk register so
they are monitored as part of our wider risk management
process. The Committee therefore collaborates with other
Board committees, and cross-committee representation
provides a link between all the Board Committees.
The Board and Investment Advisor are continually
developing their understanding of the potential physical
impact of climate change and the wider implications
associated with increased regulation, occupier
requirements and increased focus on sustainable assets.
ACTIVITIES
The Committee met to undertake the following activities:
review and approve the new ESG and climate-related
risk register;
develop, review and approve the Group’s targets,
challenging the Group to report against measurable
targets and ensure the focus is prioritised according to
the Group’s materiality matrix;
drive progress and provide direction on key projects:
climate-change risk, EPC improvement programme and
TCFD improvements;
receive training and information to inform decisions.
Examples of topics covered are proposed EPC
regulations, the net zero carbon pathway and ESG-
related regulation;
identify ESG risks and recommend them to the Audit
and Risk Committee (as required);
receive presentations on sustainability matters;
receive progress updates from members of Tilstone
against delivery of our sustainability strategy and key
sustainability initiatives, providing challenge where
appropriate;
constructively consider the merits of market
benchmarks and direct actions accordingly;
review and approve the Committee’s terms of reference,
the Company’s sustainability policy and the Committee’s
composition; and
focus on communicating the sustainability programme
of activities to stakeholders to review and verify the
processes behind the proposed disclosures, and
recommend them to the Audit and Risk Committee
or the Board for approval, as appropriate. These
communications include: ESG reporting; the energy
and carbon reporting; the TCFD report; the Modern
Slavery Statement; the Sustainability Report, as well
as the integration of ESG messaging and plans that
demonstrate visible change to tenants on the ESG focus
points.
COMMITTEE EFFECTIVENESS REVIEW
The Committee is satisfied that good progress continues
to be made in understanding and managing both ESG
risks and opportunities across the business. The quality of
discussion and level of challenge by the Committee with
the Investment Advisor, together with the timeliness and
quality of papers received by the Committee help ensure
the Committee can perform its role effectively. Also, the
Committee continues to ensure that the meetings are of
sufficient length and frequency to consider all relevant
matters.
LOOKING AHEAD TO MARCH 2026
Main focuses include: review the Group’s commitment to
ESG to ensure its assets are attractive to occupiers in the
long term; continue driving towards net zero carbon by
ensuring that any refurbishment or development target
the appropriate building certifications; and continue to
engage with key occupiers to better understand occupiers’
decarbonisation priorities, appetite to share data and share
vital guidance on energy efficiency.
Aimée Pitman
Chair of the Sustainability Committee
10 June 2025
SUSTAINABILITY COMMITTEE REPORT
CONTINUED
94
THE BOARD HAS PREPARED THIS REPORT IN PARTIAL AND PROPORTIONATE
COMPLIANCE WITH THE REQUIREMENTS OF THE LARGE AND MEDIUM-
SIZED COMPANIES AND GROUPS (ACCOUNTS AND REPORTS) (AMENDMENT)
REGULATIONS 2013.
The Board was not advised by remuneration consultants
during the financial year.
STATEMENT FROM THE CHAIRMAN
Given the size of the Board, it is not considered
appropriate for the Company to have a separate
remuneration committee and these functions are therefore
carried out by the Board as a whole. The Board consists
entirely of Non-Executive Directors and the Company has
no employees. We have not, therefore, reported on those
aspects of remuneration that relate to Executive Directors,
nor does the process of consulting with employees on
the setting of the remuneration apply. The remuneration
report will be presented at the AGM on 2 September 2025
for shareholder consideration and approval. No Director is
involved in setting their own levels of remuneration.
Following a review of Directors’ remuneration during the
year and, in recognition of the Company’s performance
over the period, the Board resolved to maintain Directors’
remuneration at the current levels. As a result, fees are set
at a level of £48,375 per annum (2024: £48,375) for the
Chairman and £37,625 per annum (2024: £37,625) for the
independent Non-Executive Directors. No fees are payable
to Stephen Barrow or Simon Hope as non-independent
Non-Executive Directors.
DIRECTORS’ REMUNERATION POLICY
As a binding vote on the policy is necessary every
three years, an ordinary resolution to approve the
Directors’ remuneration policy (the “Policy”) will be put
to shareholders at this year’s AGM. The Board does not
propose to make any changes to the existing remuneration
policy, which is set out below. The Policy approved at the
Company’s 2024 AGM will continue to apply until such
time. Additionally, the appropriateness and relevance of
the Policy is reviewed annually, to ensure that it supports
the long-term success of the Group. In the event of any
proposed material variation to the Policy, shareholder
approval will be sought for the proposed new policy prior
to its implementation.
The Company and, respectively, the Policy follows the
recommendation of the AIC Code. The Board’s policy is
that the remuneration of Non-Executive Directors should
reflect the experience of the Board as a whole, and be
determined with reference to comparable organisations
and appointments.
The fees for the Non-Executive Directors are determined
within the limits set out in the Company’s Articles of
Association, and will not exceed in aggregate £300,000
per annum, or any greater sum that may be determined
by ordinary resolution of the Company. Directors are not
eligible for bonuses, share options or long-term incentive
schemes or other performance-related benefits, as the
Board does not believe that this is appropriate for Non-
Executive Directors. There are no pension arrangements in
place for the Directors.
The Board has set two levels of fees: £48,375 per
annum for the Chairman and £37,625 per annum for the
independent Non-Executive Directors. No additional fees
are payable for membership of the Board’s Committees
or for appointment as a Director to any Group subsidiary.
The fee for any new Director appointed to the Board will
be determined on the same basis, while fees in respect of
subsequent periods will be determined following an annual
review. The Board would consider any views expressed by
shareholders on the fees being paid to Directors.
Under the Company’s Articles of Association, if any
Director is called upon to perform extra or special services
of any kind, they may be paid such extra remuneration as
the Directors may determine. Directors are also entitled
to be paid all expenses properly incurred in attending
Board or shareholder meetings or otherwise in the
performance of their duties. These expenses are unlikely
to be of a significant amount. Fees are payable from the
DIRECTORS’ REMUNERATION REPORT
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
95
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
date of appointment as a Director of the Company and cease on date of termination of
appointment. To date, no expenditure has been paid.
The Board will not pay any incentive fees to any person to encourage them to become a
Director of the Company. The Board may, however, pay fees to external agencies to assist
the Board in the search and selection of Directors.
Under the Company’s Articles of Association, all Directors are entitled to the remuneration
determined by the Board. There were no revisions to the Policy during the period and
there were no deviations from the procedure for the implementation of the Remuneration
Policy.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN RESPECT
OF THE FINANCIAL YEAR ENDING 31 MARCH 2026
The Board will, as usual, review Directors’ fees during the year ending 31 March 2026,
including the time required to be committed to the business of the Group, and will
consider whether any further changes to remuneration are required.
REMUNERATION REPORT
DIRECTORS’ FEES FOR THE YEAR (AUDITED)
The Board believes that this fee structure appropriately reflects the prevailing market
rates for the Company’s complexity and size, and will also enable the Company to attract
appropriately experienced additional Directors in the future.
There are no variable elements to the remuneration for the Directors. The Directors
emoluments are set out below (gross of any tax or National Insurance contributions):
Year ended
31 March 2025
Year ended
31 March 2024
Year ended
31 March 2023
Director
Fees
£’000
Total
£’000
Fees £’000
Total £’000
Fees £’000
Total £’000
Neil Kirton
48.4
48.4
48.4
48.4
48.4
48.4
Aimée Pitman
37.6
37.6
37.6
37.6
37.6
37.6
Lynette Lackey
37.6
37.6
37.6
37.6
37.6
37.6
Dominic O'Rourke
1
37.6
37.6
20.7
20.7
Martin Meech
2
16.8
16.8
37.6
37.6
Simon Hope
Stephen Barrow
161.2
161.2
161.1
161.1
161.2
161.2
1
Appointed to the Board on 13 September 2023.
2
Did not seek re-election at the 2023 AGM and therefore ceased to be a Director on 12 September 2023.
ANNUAL CHANGE IN REMUNERATION
Year ended
31 March 2025
31 March 2024
31 March 2023
Neil Kirton
0%
0%
1.8%
Aimée Pitman
0%
0%
1.8%
Lynette Lackey
0%
0%
1.8%
Dominic O’Rourke
1
81.5%
n/a
n/a
Simon Hope
n/a
n/a
n/a
Stephen Barrow
n/a
n/a
n/a
1
Appointed to the Board on 13 September 2023.
TOTAL SHAREHOLDER RETURN
The graph below shows the total shareholder return (as required by company law) of the
Company’s ordinary shares relative to a return on a hypothetical holding over the same
period in the FTSE EPRA REIT index and the FTSE All-Share REIT Index. These indices
have been chosen by the Board as the most appropriate to compare the Company’s
performance.
FTSE EPRA REIT
FTSE All Share
Warehouse REIT
250
200
150
100
50
0
18/09/2017
18/09/2018
18/09/2019
18/09/2020
18/09/2021
18/09/2022
18/09/2023
18/09/2024
DIRECTORS’ REMUNERATION REPORT
CONTINUED
96
DIRECTORS’ BENEFICIAL AND FAMILY INTERESTS (AUDITED)
There is no requirement under the Company’s Articles of Association for Directors to hold
shares in the Company.
The Company has adopted a share dealing code in relation to the Company’s shares.
None of the independent non-executive Directors or any persons connected with them
had a material interest in the Company’s transactions, arrangements or agreements during
the year. The Board will continue to monitor the interests of each individual Director.
The interests of the Directors and any connected persons in the ordinary shares of the
Company are set out below (latest practicable date 4 June 2025):
As at 31
March 2025
Number of
shares
As at 31 March
2024 Number
of shares
Neil Kirton
1
390,909
390,909
Aimée Pitman
2
734,908
734,908
Lynette Lackey
51,603
51,603
Dominic O’Rourke
Simon Hope
3
12,407,247
12,407,247
Stephen Barrow
4
10,120,307
10,120,307
1
190,909 of these shares are held by Mr Kirton’s spouse.
2
349,080 of these shares are held by Ms Pitman’s spouse, while 23,487 are held by her children.
3
3,551,971 of these shares are held by Mr Hope’s spouse, while 391,441 are held by his children.
4
4,481,525 of these shares are held by Mr Barrow’s spouse and 350,000 are held by his child.
RELATIVE IMPORTANCE OF SPEND ON PAY (UNAUDITED)
The following table sets out the total level of Directors’ remuneration compared to the
distributions to shareholders by way of dividends, and the management fees and other
expenses incurred by the Company in respect of the years ended 31 March 2024 and
31 March 2025:
2025
£m
2024
£m
Change
%
Directors’ remuneration
0.2
0.2
0.0%
Investment Advisor fees
5.8
5.7
1.8%
Total dividend paid
27.2
27.2
0.0%
VOTING AT ANNUAL GENERAL MEETING
The Directors’ remuneration report for the year ended 31 March 2024 and the
Directors’ remuneration policy were approved by shareholders at the AGM held on
11 September 2024. The votes cast by proxy were as follows:
Directors’ Remuneration
Report (2024 AGM voting
figures)
Directors’ Remuneration Policy
(2024 AGM voting figures)
Number of
votes
% of
votes cast
Number of
votes
% of
votes cast
For
268,134,185
99.90%
268,142,985
99.90%
Against
266,726
0.10%
262,006
0.10%
At the Chairman’s discretion
-
-
-
-
Total votes cast
268,400,911
100.00
268,404,991
100.00
Number of votes withheld
135,108
131,028
The Remuneration Policy is set out earlier in this report.
STATEMENT OF CONSIDERATION OF SHAREHOLDERS’ VIEWS
The Company is committed to ongoing shareholder dialogue and takes an active interest
in voting outcomes. If there are substantial votes against resolutions in relation to
Directors’ remuneration, the Company will seek the reasons for any such vote and will
detail any resulting actions in the next Directors’ remuneration report.
APPROVAL
The Directors’ remuneration report was approved by the Board on 10 June 2025.
Neil Kirton
Chairman
10 June 2025
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
97
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
THE DIRECTORS PRESENT THEIR REPORT AND THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 MARCH 2025.
CORPORATE GOVERNANCE
In accordance with the Companies Act 2006, the
UK Listing Rules and the Disclosure Guidance and
Transparency Rules (“DTR”), the corporate governance
statement, Directors’ remuneration report, Board
Committee reports and the statement of Directors’
responsibilities should be read in conjunction with
one another and the strategic report. As permitted by
legislation, some of the matters normally included in
the Directors’ report have instead been included in the
strategic report, as the Board considers them to be of
strategic importance.
Information required to be included in this Directors’ report
can be found elsewhere in the Annual Report as indicated
in the table below and is incorporated into this report by
reference:
DIRECTORS
The Directors in office during the year and at the date of
this report and their biographical details are shown on
pages 73 to 74.
Details of the Directors’ terms of appointment can be
found in the corporate governance statement and the
Directors’ remuneration report.
INVESTMENT PORTFOLIO
A comprehensive analysis of the property portfolio can
be found on page 29. The investment policy can be found
on page 148. The Directors do not anticipate any change
in the principal activity of the Company in the foreseeable
future. The principal activity of the Company is the
investment in, and management of, real estate assets in
the UK.
STATUS OF WAREHOUSE REIT PLC
The Company is a closed-ended investment company, as
defined in section 833 of the Companies Act 2006, and
qualifies as a UK Real Estate Investment Trust (“REIT”)
as defined under section 527(2) of the Corporation Tax
Act 2010.
Information
Location in
Annual Report
Future developments
Page 131
Going Concern statement
Page 69
Viability statement
Pages 69 to 70
Risk management
Pages 59 to 61
Principal risks and uncertainties
Pages 63 to 68
Corporate governance statement
Pages 71 to 100
The Board of Directors
Pages 73 to 74
Audit and Risk Committee report
Pages 87 to 90
Remuneration report
Pages 95 to 97
Summary of Remuneration Policy
Page 95
Review of business
Pages 6 to 70
Nomination Committee report
Pages 84 to 86
Information
Location in
Annual Report
Related party disclosures
Pages 129 to 130
Greenhouse gas emissions
Page 145
Environmental matters
Pages 42 to 58
Share capital
Page 99
Engagement with suppliers,
customers and others in a
business relationship with the
Company
Pages 26 to 28
Information on the Group’s
financial risk management
objectives and policies, and its
exposure to credit risk, foreign
currency risk and financial
instruments
Pages 126 to 128
Information
Location in
Annual Report
Research and development
The Company
is a holding
company, does
not conducted
research and
development, and
is therefore not
required to make
any disclosure
in this Annual
Report.
Employee matters
The Company
has no employees
and no share
schemes.
DIRECTORS’ REPORT
98
INFORMATION ABOUT SECURITIES CARRYING
VOTING RIGHTS
There are no restrictions concerning the transfer of
securities in the Company; no special rights with regard
to control attached to securities; no restrictions on voting
rights; no agreements between holders of securities
regarding their transfer known to the Company; and no
agreements to which the Company is a party which might
change or fall away on a change of control or trigger
any compensatory payments for Directors following a
successful takeover bid.
SHARE CAPITAL
SHARE ISSUES
At the AGM held on 11 September 2024, the Directors were
granted:
i.
the authority to allot ordinary shares on a non-pre-
emptive basis up to an aggregate nominal amount
of £2,832,411 (being 66% of the issued ordinary share
capital at the date of the notice) by way of a rights
issue; and in any other case, the authority to allot
ordinary shares up to an aggregate nominal amount
of £1,416,205 (being 33% of the issued ordinary share
capital at the date of the notice).
ii. the authority to disapply pre-emption rights in respect
of the allotment of shares or sale of treasury shares up
to 10% of the issued ordinary share capital at the date
of the notice and a further 20% of the issued ordinary
share capital for the purposes of making a follow-on
offer falling within paragraph 3 of Section 3B of the Pre-
Emption Group’s Statement of Principles.
These existing authorities will expire at the Company’s
AGM to be held in September 2025.
The Directors did not allot any shares during the period
under review.
PURCHASE OF OWN SHARES
The Company is permitted to make market purchases of its
own shares provided it is duly authorised by its members
in a general meeting and subject to and in accordance
with section 701 of the Companies Act 2006. At the AGM
held on 11 September 2024, the Company was authorised
to purchase up to 42,486,165 of its own shares (being 10%
of the Company’s issued ordinary share capital at the date
of the notice). No ordinary shares have been bought back
under this authority, which will expire at the AGM to be
held in September 2025 where a resolution for its renewal
will be proposed.
Purchases of ordinary shares will be made within guidelines
established from time to time by the Board. The Directors
will consider repurchasing ordinary shares in the market
if they believe it to be in shareholders’ interests and as
a means of correcting any imbalance between supply
of and demand for the ordinary shares. They will have
regard to the Company’s REIT status when making any
repurchase and will only make such repurchases through
the market at prices (after allowing for costs) below the
relevant prevailing NAV per ordinary share and otherwise
in accordance with guidelines established from time to
time by the Board. Any purchase of ordinary shares on a
pre-emptive basis would be made only out of the available
cash resources of the Company.
CURRENT SHARE CAPITAL
As at 31 March 2025 and the date of this report, there was
a single class of 424,861,650 ordinary shares of £0.01 each
in issue, all of which are fully paid up and are quoted on
the London Stock Exchange and none of which are held in
treasury. Each ordinary share has one voting right attached
to it. The total number of voting rights in the Group at this
date was therefore 424,861,650.
Further details regarding the Company’s issued share
capital are set out in note 21 of the financial statements.
The rights and obligations attaching to the Company’s
ordinary shares are set out in its Articles of Association.
Holders of ordinary shares are entitled, subject to
any applicable law and the Company’s Articles of
Association, to:
have shareholder documents made available to them
including notice of any general meetings;
attend, speak and exercise voting rights at general
meetings, either in person or by proxy; and
participate in any distribution of income or capital.
RESULTS AND DIVIDENDS
A summary of the Group’s performance during the period
and the outlook for the forthcoming year is set out in the
strategic report on pages 27 to 35.
Dividends totalling 6.4 pence per ordinary share have been
paid in respect of the year ended 31 March 2025, further
details of which can be found in the Investment Advisor’s
report on page 32 and below.
The Company has declared the following interim dividends
in respect of the financial year:
Quarter to
Declared
Paid/Payable
Amount
June 2024
29 August
2024
4 October
2024
1.6
September
2024
22 November
2024
27 December
2024
1.6
December
2024
19 February
2025
11 April 2025
1.6
Total
4.8
The Company may, by ordinary resolution, declare dividends,
provided that no such dividend shall exceed the amount
recommended by the Company’s Directors. The Directors
may also pay such interim dividends as appear to be justified
by the profits of the Company available for distribution.
As the Company is a holding company, the Company relies
primarily on inter-company loans and other statutorily
(if any) and contractually permissible payments from its
subsidiaries to generate the funds necessary to meet its
obligations and pay dividends to its shareholders.
The Company expects to be a cash generative business with
the opportunity for attractive capital investment to enhance its
growth prospects. The Board intends to pursue an investment
policy that reflects this strategy while also delivering
shareholders high-quality, long-term dividend growth.
However, the Board may periodically reassess the Company’s
dividend policy and the payment of dividends (or quantum
of the same) will depend on the Group’s existing and future
financial condition, results of operations, capital requirements,
investment and divestment cycles, liquidity needs and other
matters the Board considers relevant from time to time.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
99
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
SUBSTANTIAL SHAREHOLDINGS
As at 31 March 2025, the following held voting rights
greater than 3% in the Company (in accordance with DTR
5 (concerning notification of ‘major shareholdings’ or
‘voting rights arising from the holding of certain financial
instruments’):
Number of
ordinary shares
held
% of total
voting rights at
31 March 2025
Investec Wealth & Investment
58,893,422
14.74
Fidelity International
42,389,429
9.98
Hargreaves Lansdown
21,468,542
5.40
Evelyn Partners
19,968,506
4.77
BlackRock
15,556,071
3.63
Interactive Investor
14,547,987
3.52
Latest practicable date: 4 June 2025
AUDITOR
The Directors holding office at the date of this Annual
Report confirm that, so far as they are each aware, there
is no relevant audit information of which the Company’s
Auditor is unaware. Each Director has taken all the steps
that they ought to have taken as a Director to make
themselves aware of any relevant audit information and
to establish that the Company’s Auditor is aware of that
information.
BDO LLP has expressed its willingness to continue
as Auditor of the Company and resolutions for its re-
election and to authorise the Audit and Risk Committee
to determine its remuneration will be proposed at the
forthcoming AGM.
FINANCIAL RISK MANAGEMENT
Information about the nature of these risks and the
Company’s financial risk management objectives and
policies is set out in note 26 to the financial statements.
The work of the Audit and Risk Committee in respect of
risk management is described on pages 87 top 90.
INFORMATION TO BE DISCLOSED IN
ACCORDANCE WITH THE UK LISTING RULE
(“UKLR”) 6.6.4
None of the items listed under UKLR 6.6.4 are applicable.
POLITICAL DONATIONS
No political donations were made by the Company or its
subsidiaries during the year or prior year.
CHARITABLE DONATIONS
During the period, the Company has made donations
totalling £16,300 to charitable organisations, activities
and also participated in events, in support of the wider
community.
PRESENCE OUTSIDE THE UK
The Company does not have any registered overseas
branches.
POST-BALANCE SHEET EVENTS
Please see Note 33 to the financial statements, for any
post-balance sheet activities.
CLIMATE-RELATED MATTERS
Information about the Group’s greenhouse gas emissions
and the Company’s voluntary reporting against the Task
Force on Climate-related Financial Disclosures (“TCFD”)
recommendations is set out in the strategic report.
Additionally, please see the sustainability report for further
information on the Company’s Streamlined Energy &
Carbon Reporting framework reporting.
ARTICLES OF ASSOCIATION
The Articles of Association of the Company may only be
amended by a special resolution at a general meeting
of the shareholders. The process for the appointment
and removal of Directors is included in the Company’s
Articles of Association. The Warehouse REIT plc Articles
of Association are available on the Company’s website:
warehousereit.co.uk
.
POWERS OF DIRECTORS
The Directors may exercise all powers of the Company
subject to applicable legislation and regulations and the
Company’s Articles of Association.
RELATED-PARTY DISCLOSURES
Details of related-party disclosures are set out in Note 29
to the consolidated financial statements on page 130 of
this Annual Report.
FINANCIAL INSTRUMENTS
Details of the financial instruments used by the Group and
financial risk management policies can be found in note 26
of the financial statements and in the principal risks and
uncertainties section on pages59 to 68
DIRECTORS’ INDEMNITIES AND DIRECTORS’ AND
OFFICERS’ LIABILITY INSURANCE
The Group has qualifying third-party indemnity provisions
within the meaning given to the term by s234 and s235 of the
Companies Act 2006 for the Directors. This is in respect of any
potential exposure or liability in their capacity as a Director
of the Company and of any company within the Group. Such
indemnities were in force throughout the financial period and
will remain in force as at the date of this report.
ANNUAL GENERAL MEETING (“AGM”)
The Company’s AGM will be held on 2 September 2025.
The Notice of the AGM will be circulated to shareholders
separately.
At least 21 days’ notice shall be given to all the members
and to the Company’s Auditor. All other general meetings
shall also be convened by not less than 21 days’ notice to
all those members unless the Company offers members
an electronic voting facility and a special resolution
reducing the period of notice to not less than 14 days has
been passed, in which case a general meeting may be
convened by not less than fourteen days’ notice in writing.
A special resolution will be proposed at the AGM to reduce
the period of notice for general meetings other than the
Annual General Meeting to not less than 14 days.
The Notice sets out the business of the AGM and resolutions
are explained in the circular containing the notice of AGM.
Separate resolutions are proposed for each substantive issue.
MUFG Corporate Governance Limited
Company Secretary
10 June 2025
Company Number 10880317
DIRECTORS’ REPORT
CONTINUED
100
IN RESPECT OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual
Report and Financial Statements in accordance with UK-
adopted international accounting standards and applicable
law and regulations. Company law requires the Directors to
prepare financial statements for each financial year. Under
that law, the Directors are required to prepare the financial
statements of the Group in accordance with UK-adopted
international accounting standards and have elected to
prepare the Company financial statements in accordance
with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and
applicable law). Additionally, the Directors must not
approve the financial statements unless they are satisfied
that they give a true and fair view of the financial position,
financial performance and cash flows of the Group and
Company for that year.
In preparing the financial statements, the Directors are
required to:
select suitable accounting policies and apply them
consistently;
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance
with specific requirements in IFRS is insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on the Group’s
financial position and financial performance;
state whether the Group financial statements have been
prepared in accordance with UK adopted international
accounting standards, subject to any material
departures disclosed and explained in the financial
statements;
state whether the Company financial statements have
been prepared in accordance with Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’ (‘FRS101’)
subject to any material departures disclosed and
explained in the Company financial statements;
make judgements and estimates that are reasonable
and prudent;
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and the Company will continue in business; and
prepare a directors’ report, a strategic report and
directors’ remuneration report 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 Group
and enable them to ensure that the financial statements
comply with 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 the maintenance and
integrity of the corporate and financial information
included on the Company’s website, including ensuring
the Annual Report and Financial Statements are made
available. The work carried out by the Auditor does not
involve consideration of the maintenance and integrity
of this website and, accordingly, the Auditor accepts no
responsibility for any changes that have occurred to the
financial statements since they were initially presented
on the website. As such, the Directors’ responsibility also
extends to the ongoing integrity of the financial statements
contained therein. 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 and visitors to
the website need to be aware that legislation in the UK
covering the preparation and dissemination of the financial
statements may differ from legislation in their jurisdiction.
The Directors confirm that, pursuant to their
responsibilities under DTR4, to the best of their
knowledge: the financial statements, prepared in
accordance with UK adopted international accounting
standards and in conformity with the requirements of
the Companies Act 2006, give a true and fair view of
the assets, liabilities, financial position and profit of the
Company (and Group as a whole); and
this Annual Report includes a fair review of the
development and performance of the business and
the position of the Company (and Group as a whole),
together with a description of the principal risks and
uncertainties that it faces.
Having taken advice from the Audit and Risk Committee,
the Directors consider that the Annual Report and
Financial Statements, taken as a whole, are fair, balanced
and understandable and provide the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
Neil Kirton
Chairman
10 June 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
101
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
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
Parent Company’s affairs as at 31 March 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 Parent 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 Warehouse REIT plc (the “Parent Company” or
the “Company”) and its subsidiaries (the ‘Group’) for the year ended 31 March 2025 which
comprise the consolidated statement of comprehensive income, the consolidated statement
of financial position, the consolidated statement of changes in equity, the consolidated
statement of cash flows, the Company statement of financial position, the Company
statement of changes in equity and notes to the financial statements, including material
accounting policy information. The financial reporting framework that has been applied
in the preparation of the Group financial statements is applicable law and UK adopted
international accounting standards. The financial reporting framework that has been applied
in the preparation of the Parent Company financial statements is applicable law and United
Kingdom Accounting Standards, including
Financial Reporting Standard 101 Reduced
Disclosure Framework
(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 March 2021 to audit the financial statements for the year ended
31 March 2022 and subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is four years, covering the years
ended 31 March 2022 to 31 March 2025. We remain independent of the Group and the
Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied
to listed 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 Parent Company.
MATERIAL UNCERTAINTY RELATED 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 Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
We used our knowledge of the Group and the Parent Company and its market sector
together with the current economic environment to assess the Directors’ identification
of the inherent risks to the Group’s business and how these might impact the Group’s
and the Parent Company’s ability to remain a going concern for the going concern
period, being the period to 30 June 2026, which is at least 12 months from when the
financial statements are authorised for issue;
We obtained an understanding of the Directors’ process for assessing going concern
including an understanding of the key assumptions used;
We reviewed the forecasts that support the Directors’ going concern assessment and:
Assessed the Group’s forecast cash flows with reference to budgeted and historic
performance and challenging management’s forecast 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;
Agreed the Group’s available borrowing facilities and the related covenants to
supporting financing documentation and calculations;
We analysed the sensitivities applied by the Directors’ stress testing calculations and
challenged the assumptions made using our knowledge of the business and of the
current economic climate, to assess the reasonableness of the downside scenarios
selected;
We obtained forecast covenant calculations to test for any potential future covenant
breaches;
We considered the covenant compliance headroom for sensitivity to both future
changes in property valuations and the Group’s future financial performance;
We considered 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;
We reviewed the disclosures in the financial statements relating to going concern to
check that the disclosure is consistent with the circumstances.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WAREHOUSE REIT PLC
102
We draw attention to note 2 to the financial statements which indicates that a formal
bid for the Group is ongoing and, at the date of the financial statements, the outcome
and timing of the process remains uncertain. Due to the possible change in ownership,
decisions on the future direction of the Group could be taken by new directors, who are
not appointed at the approval date of the financial statements, that affect whether the
forecasts used in the current directors’ going concern assessment will be achieved. As
stated in note 2, these conditions indicate that a material uncertainty exists that may cast
significant doubt on the Group’s and Parent Company’s ability to continue as a going
concern. The financial statements do not include any adjustments that would be required if
the financial statements were prepared on a basis other than that of a going concern. Our
opinion is not modified in respect of this matter.
In relation to the Parent 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.
OVERVIEW
Key audit
matters
2025
2024
Valuation of investment properties
Revenue recognition – rental income
Materiality
Group financial statements as a whole
£8.5m (2024: £8.6m) based on 1% (2024: 1%) of total assets
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our audit was scoped by obtaining an understanding of the Group and its environment,
including the Group’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management
override of internal controls, including assessing whether there was evidence of bias by the
Directors that may have represented a risk of material misstatement.
The Group operates in one segment, investment property, structured through a number of
subsidiary entities and therefore we treated the Group as one significant component. The
Group is a single component as it invests only in UK property with a single finance team
and a common IT system and internal control framework. The Group audit engagement
team performed all the work necessary to issue the Group and Parent Company audit
opinion, including undertaking all of the audit work on the risks of material misstatement
identified in the key audit matters section below.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s
operations and financial statements included:
We made enquiries of and challenged Management and the property valuer 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.
We undertook our own qualitative risk assessment taking into consideration the sector
in which the Group operates and how climate change affects this sector.
We reviewed the minutes of Board and Audit 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 sustainability report on page 42 to 48 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 on pages 49 to 58 within the financial statements and 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 and related commitments.
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.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
103
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
Key audit matter
How the scope of our audit addressed the key audit matter
Valuation of
investment properties
As detailed in note 13
to the consolidated
financial statements,
the Group owns a
portfolio of investment
properties which are
held at their fair value.
The Group’s accounting
policy for these
properties is described
in note 13 to the
consolidated financial
statements. The key
judgements and
estimates in arriving at
the fair values are set
out in notes 2.2, 13 and
25 to the consolidated
financial statements.
The Group has an investment property portfolio
of warehouses and light industrial assets
across the United Kingdom. The properties are
independently, externally valued in accordance
with RICS methodology and IFRS 13 Fair Value
Measurement. This includes completed investment
property which is let, or available to let, and is
valued using the income capitalisation method and
development property and land which is valued
using the comparable method supported, where
appropriate, by a residual development appraisal
(which estimates the gross development value
of the completed project less estimated costs to
completion and an appropriate developer’s margin).
The valuation of investment property requires
significant judgement and estimates by the
Directors, with the assistance of their independent
external valuer appointed by Directors 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
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 property portfolio 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 to meet market expectations.
The valuation of investment properties was
therefore considered to be a key audit matter.
Our audit procedures included, but were not restricted to, the following:
Experience of valuer and relevance of their work
We assessed the external valuer’s qualifications and independence.
We obtained a copy of the instructions provided to the independent valuer and reviewed for any
limitations in scope or for evidence of management bias.
We obtained the valuation report prepared by the independent external valuer and discussed the
basis of the valuations with them.
With the assistance of our real estate valuation experts, we read the valuation report and confirmed
that all valuations had been prepared in accordance with applicable valuation guidelines and the
requirements of IFRS 13 and were therefore appropriate for determining the carrying value in the
Group’s financial statements.
Data provided to the valuer
We validated the underlying data provided to the valuer by the Investment Advisor. This data
included inputs such as current rent and lease term, which we agreed on a sample basis to the
executed lease agreements as part of our audit work.
Assumptions and estimates used by the valuer
The key valuation assumptions were the equivalent yields and with assistance from our real estate
valuation experts, we developed yield expectations on each property using available independent
industry data, reports and comparable transactions in the market around the period end. Our real
estate valuation experts also attended our meeting 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 expectations by
reference to market data based on the location and specifics of each property.
We discussed the key assumptions used and the valuation movement in the period with the
independent external valuer. Where the valuation yield was outside of our expected range, we
challenged the independent valuer on specific assumptions and reasoning for the yields applied
and corroborated their explanations where relevant, agreeing their responses to supporting
documentation.
Additionally for development property and land, the key valuation assumptions included land value
comparables, construction and other development costs and a developer’s margin which were
compared to comparable market benchmarks where available and assessed for reasonableness
where not readily comparable with published benchmarks.
Key observations
Based on the procedures performed, we did not identify any indicators to suggest that the judgements
and estimates made in the valuation of the Group’s investment properties were inappropriate.
INDEPENDENT AUDITOR’S REPORT
CONTINUED
TO THE MEMBERS OF WAREHOUSE REIT PLC
104
Key audit matter
How the scope of our audit addressed the key audit matter
Revenue recognition –
rental income
Refer to note 3 for
details of the Group’s
revenue, including the
accounting policy.
The Group has multiple occupiers across its
property portfolio.
Rental income is recognised on a straight-line basis
over the lease term for the Group’s properties
based upon rental agreements that are in place.
Judgement is required to determine the term over
which incentives should be recognised.
There is a risk that rental income is not supported by
underlying tenancy agreements or is inappropriately
recognised as a result of errors in recording lease
details in the tenancy schedules or inappropriate
judgements being applied by management. This is
therefore an area of significant audit effort.
For these reasons we consider the recognition of
revenue from rental income to be a key audit matter.
We obtained the tenancy schedule and the Investment Advisor’s analysis of revenue recognised for
each property and performed the following:
For a sample of occupiers, we reviewed the underlying leases to confirm the accuracy of the tenancy
schedule inputs. We also agreed one rental receipt for each of those occupiers to bank statements;
We developed an expectation of rental income to be invoiced for the year in respect of each
property based on the tenancy schedule and compared this to the Investment Advisor’s analysis
of the rental income recognised prior to lease incentive adjustments, corroborating explanations
provided by the Investment Advisor in respect of variances identified; and
We obtained the Investment Advisor’s schedule of lease incentive adjustments, including rent-free
periods and other rent concessions, and, for a sample, we recalculated the adjustment and agreed
the inputs to the underlying lease documentation. We considered the completeness of the schedule
based on information included in the tenancy schedule and the underlying lease information
obtained. Where applicable we assessed the Investment Advisor’s judgements against past and
current occupier behaviour in respect of the lease term over which the incentives are recognised.
Key observations:
We did not identify any indicators to suggest that revenue has been recognised inappropriately.
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:
Group financial statements
Parent Company financial statements
2025
2024
2025
2024
Materiality
£8.5m
£8.6m
£3.7m
£3.4m
Basis for determining materiality
1% of 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 consideration for the users of the financial statements in assessing the financial performance of the Group and
Parent Company.
Performance materiality
£6.4m
£6.5m
£2.8m
£2.5m
Basis for determining performance materiality
75% of Materiality
Rationale for the percentage applied for
performance materiality
The level of performance materiality applied was set after having considered a number of factors including our assessment of the
Group’s and Parent Company’s overall control environment and the expected total value of known and likely misstatements and the
level of transactions in the year.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
105
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
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 Company. EPRA earnings excludes the impact of the net surplus on revaluation of investment properties, profit on disposal of investment properties and changes in the
fair value of interest rate derivatives. As a result, we determined materiality for these items to be £1.1m (2024: 0.62m), based on 5% of EPRA earnings (2024: 5%). 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.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £425,000 (2024: £430,000) and for those items impacting the calculation
of EPRA earnings £54,000 (2024: £31,000). We also agreed to report differences below these thresholds 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 Annual Report and Financial Statements 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.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the
Parent 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.
Going concern
and longer-term
viability
The Directors’ statement with regard to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out
on page 69; and
The Directors’ explanation as to their assessment of the Parent Company’s prospects, the period this assessment covers and why the period is appropriate set
out on pages 69 to 70.
Other Code
provisions
Directors’ statement on fair, balanced and understandable set out on page 101;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 90;
The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 90; and
The section describing the work of the audit committee set out on pages 87 to 90.
INDEPENDENT AUDITOR’S REPORT
CONTINUED
TO THE MEMBERS OF WAREHOUSE REIT PLC
106
OTHER COMPANIES ACT 2006 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.
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 Parent 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 2006.
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 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and
returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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 Parent Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Group or the Parent
Company or to cease operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE 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.
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 Investment Advisor and those charged with governance and Audit
Committee; 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 UK company law, UK tax
legislation (including the REIT regime requirements), legislation relevant to the
rental of properties and the UK Listing Rules, and we considered the extent to which
non-compliance might have a material effect on the Group and Company financial
statements.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
107
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
Our procedures in response to the above included:
We reviewed Board and Committee meeting minutes and enquired with Management
and the Directors as to any known or suspected instances of non-compliance with laws
and regulations.
In order to address the risk of non-compliance with the REIT regime, we considered
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 REIT tax expert.
We reviewed legal expenditure accounts to understand the nature of expenditure
incurred; and
We agreed the financial statement disclosures to underlying supporting documentation
where relevant.
Irregularities including fraud
We assessed the susceptibility of the financial statements to material misstatement,
including fraud. Our risk assessment procedures included:
Enquiry with the Investment Advisor and those charged with governance regarding any
known or suspected instances of fraud.
We obtained 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.
We reviewed minutes of meeting 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.
Involvement of forensic specialists in the audit to assess the susceptibility of the
financial statements to material fraud.
We performed analytical procedures to identify any unusual or unexpected
relationships that may indicate risks of material misstatement due to fraud.
We considered 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:
We addressed the risk of management override of controls by testing a sample of
journal entries processed during the year, which met defined risk criteria, agreeing to
supporting documentation and evaluating whether there was evidence of bias by the
Investment Advisor that represented a risk of material misstatement due to fraud.
We analysed revenue journals to identify any entries which were outside our
expectations and then vouched these to supporting documentation to confirm that
they are valid revenue transactions recorded in the correct period.
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 Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Christopher Young
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
10 June 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered
number OC305127).
INDEPENDENT AUDITOR’S REPORT
CONTINUED
TO THE MEMBERS OF WAREHOUSE REIT PLC
108
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
Continuing operations
Notes
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Gross property income
3
48,631
47,173
Service charge income
3
3,280
3,853
Service charge expenses
4
(3,596)
(4,068)
Net property income
48,315
46,958
Property operating expenses
4
(5,453)
(4,330)
Gross profit
42,862
42,628
Administration expenses
4
(7,830)
(7,605)
Operating profit before gains on investment properties
35,032
35,023
Fair value gains on investment properties
13
30,155
15,082
Realised (losses)/gains on disposal of investment properties
13
(493)
5,521
Operating profit
64,694
55,626
Finance income
7
8,350
8,460
Finance expenses
8
(24,509)
(24,566)
Changes in fair value of interest rate derivatives
(6,826)
(5,214)
Profit before tax
41,709
34,306
Taxation
9
Total comprehensive income for the period
41,709
34,306
Earnings per share (basic and diluted) (pence)
12
9.8
8.1
All items in the statement derive from continuing
operations. No operations were acquired or
discontinued during the year.
There is no other comprehensive income and
therefore the profit for the year after tax is also the
total comprehensive income.
The accompanying notes on pages to 113 to 131 form
an integral part of these financial statements.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
109
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
Notes
31 March
2025
£’000
31 March
2024
£’000
Assets
Non-current assets
Investment property
13
819,223
695,345
Trade and other receivables
16
6,000
-
Interest rate derivatives
18
3,476
5,485
828,699
700,830
Current assets
Investment property held for sale
14
129,060
Interest rate derivatives
18
2,835
1,756
Cash and cash equivalents
15
8,389
15,968
Trade and other receivables
16
10,303
11,519
21,527
158,303
Total assets
850,226
859,133
Liabilities
Non-current liabilities
Interest-bearing loans and borrowings
17
(268,257)
(280,413)
Head lease liability
19
(13,989)
(14,235)
(282,246)
(294,648)
Current liabilities
Other payables and accrued expenses
20
(10,226)
(20,658)
Deferred income
20
(6,674)
(7,251)
Head lease liability
19
(974)
(987)
(17,874)
(28,896)
Total liabilities
(300,120)
(323,544)
Net assets
550,106
535,589
Equity
Share capital
21
4,249
4,249
Share premium
22
275,648
275,648
Retained earnings
23
270,209
255,692
Total equity
550,106
535,589
Number of shares in issue (thousands)
424,862
424,862
Net asset value per share (basic and diluted) (pence)
24
129.5
126.1
These financial statements were approved by
the Board of Directors of Warehouse REIT plc on
10 June 2025 and signed on its behalf by:
Neil Kirton
Company number: 10880317
The accompanying notes on pages 113 to 131 form an
integral part of these financial statements.
110
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Notes
Share capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Total
£’000
Balance at 31 March 2023
4,249
275,648
248,578
528,475
Total comprehensive income
34,306
34,306
Dividends paid
11
(27,192)
(27,192)
Balance at 31 March 2024
4,249
275,648
255,692
535,589
Total comprehensive income
41,709
41,709
Dividends paid
11
(27,192)
(27,192)
Balance at 31 March 2025
4,249
275,648
270,209
550,106
Further details of retained earnings are presented in
note 23.
The accompanying notes on pages 113 to 131 form an
integral part of these financial statements.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
111
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
Notes
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Cash flows from operating activities
Operating profit
64,694
55,626
Adjustments to reconcile profit for the period to net cash flows:
Gains from change in fair value of investment properties
13
(30,155)
(15,082)
Realised loss/(gain) on disposal of investment properties
13
493
(5,521)
Head lease movement in asset value
408
(61)
Operating cash flows before movements in working capital
35,440
34,962
Decrease/(increase) in other receivables and prepayments
1,460
(2,464)
Decrease in other payables and accrued expenses
(988)
(1,723)
Net cash flow generated from operating activities
35,912
30,775
Cash flows from investing activities
Acquisition of investment properties
(52,310)
(5,888)
Capital expenditure
(6,328)
(5,197)
Development expenditure
(994)
(6,974)
Purchase of interest rate caps
18
(5,895)
(5,069)
Interest received
8,554
7,740
Disposal of investment properties
78,967
51,733
Net cash flow generated from investing activities
21,994
36,345
Cash flows from financing activities
Bank loans drawn down
56,000
323,000
Bank loans repaid
(71,000)
(345,000)
Loan interest and other finance expenses paid
(21,225)
(21,321)
Other finance expenses paid
(233)
(367)
Non-recurrent loan fees
(801)
(4,251)
Head lease payments
(1,034)
(1,074)
Dividends paid in the period
11
(27,192)
(27,192)
Net cash flow used in financing activities
(65,485)
(76,205)
Net decrease in cash and cash equivalents
(7,579)
(9,085)
Cash and cash equivalents at start of the period
15,968
25,053
Cash and cash equivalents at end of the period
15
8,389
15,968
The accompanying notes on pages 113 to 131 form an
integral part of these financial statements.
112
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
113
THINKING INSIDE THE BOX
1. GENERAL INFORMATION
Warehouse REIT plc is a closed-ended Real Estate Investment Trust (“REIT”) with an
indefinite life incorporated in England and Wales on 24 July 2017. The Company began
trading on 20 September 2017. The registered office of the Company is located at
19th Floor, 51 Lime Street, London EC3M 7DQ. The Company’s shares are admitted to
trading on the Main Market, a market operated by the London Stock Exchange.
The Group’s consolidated financial statements for the year ended 31 March 2025 comprise
the results of the Company and its subsidiaries (together constituting the “Group”) and
were approved by the Board and authorised for issue on 10 June 2025. The nature of the
Group’s operations and its principal activities are set out in the strategic report on pages
6 to 70.
2. BASIS OF PREPARATION
These financial statements are prepared in accordance with UK-adopted international
accounting standards and in conformity with the requirements of the Companies Act
2006. The financial statements have been prepared under the historical cost convention,
except for the revaluation of investment properties and financial instruments that are
measured at revalued amounts or fair values at the end of each reporting period, as
explained in the accounting policies below. Historical cost is generally based on the fair
value of the consideration given in exchange for goods and services. The audited financial
statements are presented in Pound Sterling and all values are rounded to the nearest
thousand pounds (£’000), except when otherwise indicated.
Going concern
The Directors have made an assessment of the Group’s ability to continue as a going
concern. They carefully considered areas of potential financial risk and reviewed cash flow
forecasts, evaluating a number of scenarios, which included extreme downside sensitivities
in relation to rental cash collection, making no acquisitions or discretionary capital
expenditure and minimum dividend distributions under the REIT rules.
Accordingly, based on this information, and in light of mitigating actions available, the
Directors have a reasonable expectation that the Group and the Company have adequate
resources to continue in business for a period of at least 12 months from the date of
approval of the Annual Report and Financial Statements (see the going concern on pages
60 to 70).
The Directors note that as the formal bid for the Group is currently ongoing, and at
the date of this Financial Statements, the outcome and timing of this process remain
uncertain. Due to the possible change in ownership, decisions on the future direction of
the Group could be taken by new directors, who are not appointed at the approval date
of the financial statements, that affect whether the forecasts used in the current directors’
going concern assessment will be achieved.
As such, there exists a material uncertainty which may cast significant doubt on the
Company’s ability to continue as a going concern. The Directors acknowledge this
uncertainty and confirm that, notwithstanding this, it is appropriate to prepare the
financial statements on a going concern basis. The financial statements do not include any
adjustments that would be required if the financial statements were prepared on a basis
other than that of a going concern.
2.1 Changes to accounting standards and interpretations
NEW STANDARDS AND INTERPRETATIONS EFFECTIVE IN THE CURRENT PERIOD
Other standards, interpretations and amendments effective in the current financial year
have not had a material impact on the consolidated Group financial statements.
The Group has not applied any standards, interpretations or amendments that have been
issued but are not yet effective.
NEW AND REVISED ACCOUNTING STANDARDS NOT YET EFFECTIVE
There are a number of new standards and amendments to existing standards that have
been published and are mandatory for the Group’s accounting periods beginning on or
after 1 April 2025 or later. The Group is not adopting these standards early. There are no
accounting standards expected to have a material impact on the Group. The impact of the
following is under assessment:
Amendments to the Measurement of Financial Instruments Classification and
Measurement of Financial {Amendments to IFRS 9 Financial Instruments) effective
1 January 2026; and
IFRS 18 ‘Primary financial statements’, which will become effective in the consolidated
Group financial statements for the financial year ending 31 March 2028, subject to UK
endorsement.
2.2 Material accounting judgements and estimates
The preparation of these financial statements in accordance with IFRS requires the
Directors of the Group to make judgements, estimates and assumptions that affect
the reported amounts recognised in the financial statements. However, uncertainty
about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability in the future.
2.3 Restatement of financial statements
In September 2024, the European Public Real Estate Association’s guidelines for
the calculation of EPRA earnings were updated to include the interest from financial
derivatives, effective from 1 October 2024 onwards. The Group has early adopted the
guidance to bring the calculation of EPRA earnings in-line with the treatment of interest
in the calculation of adjusted earnings. The comparative has been restated to reflect the
change in guidance.
JUDGEMENTS
In the course of preparing the financial statements, no judgements have been made
in the process of applying the Group’s accounting policies, other than those involving
114
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
CONTINUED
2. BASIS OF PREPARATION
estimations detailed below, that have had a significant effect on the amounts recognised in
the financial statements.
ESTIMATES
In the process of applying the Group’s accounting policies, the Investment Advisor has
made the following estimates, which have the most significant risk of material change to
the carrying value of assets recognised in the consolidated financial statements:
VALUATION OF PROPERTY
The valuations of the Group’s investment property are at fair value as determined
by the external independent valuer on the basis of market value in accordance with
the internationally accepted RICS Valuation – Professional Standards January 2025
(incorporating the International Valuation Standards) and in accordance with IFRS 13. The
key estimates made by the valuer are the ERV and equivalent yields of each investment
property and land values per acre for development properties. The valuers have the
buildings location, building specification and various other climate-related considerations
and have factored this into the valuation. See notes 13 and 25 for further details.
2.4 Summary of material accounting policies
The principal accounting policies applied in the preparation of these financial statements
are stated in the notes to the financial statements.
A) BASIS OF CONSOLIDATION
The Company does not meet the definition of an investment entity and therefore does
not qualify for the consolidation exemption under IFRS 10. The consolidated financial
statements comprise the financial statements of the Group and its subsidiaries as at
31 March 2025.
B) FUNCTIONAL AND PRESENTATION CURRENCY
The overall objective of the Group is to generate returns in Pound Sterling and the
Group’s performance is evaluated in Pound Sterling. Therefore, the Directors consider
Pound Sterling as the currency that most faithfully represents the economic effects of
the underlying transactions, events and conditions and have therefore adopted it as the
functional and presentation currency.
C) SEGMENTAL REPORTING
The Directors are of the opinion that the Group is engaged in a single segment of business,
being the investment in, and provision of, UK urban warehouses.
3. PROPERTY INCOME
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Rental income
43,402
44,025
Surrender premiums received
380
Insurance recharged
1,432
1,496
Dilapidation income
3,417
1,652
Gross property income
48,631
47,173
Service charge income
3,280
3,853
Total property income
51,911
51,026
No occupier accounts for more than 10% of rental income.
Accounting policy
Rental income arising from operating leases on investment property is accounted for on
a straight-line basis over the lease term and is included in gross property income in the
Group statement of comprehensive income. Initial direct costs incurred in negotiating and
arranging an operating lease are recognised as an expense over the lease term on the
same basis as the lease income. Rental income is invoiced in advance and for all rental
income that relates to a future period, this is deferred and appears within current liabilities
in the Group statement of financial position.
For leases that contain fixed or minimum uplifts, the rental income arising from such uplifts
is recognised on a straight-line basis over the lease term. A rental adjustment is recognised
from the rent review date in relation to unsettled rent reviews, once the rental uplifts are
agreed.
Occupier lease incentives are recognised as an adjustment of rental revenue on a
straight-line basis over the term of the lease. The lease term is the non-cancellable period
of the lease together with any further term for which the occupier has the option to
continue the lease where, at the inception of the lease, the Directors are reasonably certain
that the occupier will exercise that option.
Insurance income is recognised in the accounting period in which the services are
rendered.
Amounts received from occupiers to terminate leases or to compensate for dilapidations
are recognised in the Group statement of comprehensive income when the right to receive
them arises, typically at the cessation of the lease.
Service charge income is recognised when the related recoverable expenses are incurred.
The Group acts as the principal in service charge transactions as it directly controls the
delivery of the services at the point at which they are provided to the occupier.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
115
THINKING INSIDE THE BOX
4. PROPERTY OPERATING AND ADMINISTRATION EXPENSES
   
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Service charge expenses
3,596
4,068
Premises expenses
3,762
2,625
Insurance
1,551
1,509
Loss allowance on trade receivables
140
196
Property operating expenses
5,453
4,330
Investment Advisor fees
5,821
5,725
Directors’ remuneration (including social security costs)
178
179
Head lease asset depreciation
164
165
Other administration expenses
1,667
1,536
Administration expenses
7,830
7,605
Total
16,879
16,003
Details of how the Investment Advisor fees are calculated are disclosed in note 29.
Accounting policy
All property operating expenses and administration expenses are charged to the consolidated
statement of comprehensive income and are accounted for on an accruals basis.
Property expenses are costs incurred by the Group that are not directly recoverable from
an occupier, as well as professional fees relating to the letting of our estates.
5. DIRECTORS’ REMUNERATION
   
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Neil Kirton
48
48
Lynette Lackey
38
38
Martin Meech
17
Aimée Pitman
38
38
Dominic O’Rourke
38
21
Employer’s national insurance contributions
16
17
Total
178
179
A summary of the Directors’ emoluments, including the disclosures required by the
Companies Act 2006, is set out in the Directors’ remuneration report. The Group had no
employees in either period. All payments made are short-term employee benefits.
6. AUDITOR’S REMUNERATION
   
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Audit fee
238
214
Total
238
214
The Group reviews the scope and nature of all proposed non-audit services before
engagement, to ensure that the independence and objectivity of the Auditor are
safeguarded. Audit fees are comprised of the following items:
   
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Group year-end Annual Report and Financial Statements
199
190
2024 audit fee over-run
14
-
Subsidiary accounts
25
24
Total
238
214
The Audit Committee receives assurance from the Auditor that its independence is not
compromised. The Group’s Auditor for the year ended 31 March 2025 was BDO LLP.
7. FINANCE INCOME
   
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Interest from cash and short-term deposits
231
267
Interest from deferred consideration (note 16)
86
-
Interest from derivatives
8,033
8,193
Total
8,350
8,460
Accounting policy
Interest income is recognised on an effective interest rate basis and shown within the
Group statement of comprehensive income as finance income. See note 18 for details on
the accounting policy for interest rate derivatives.
116
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
8. FINANCE EXPENSES
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Loan interest
20,644
21,791
Head lease interest
1,050
1,054
Accelerated loan arrangement fees
3,119
1,688
Loan arrangement fees amortised
666
883
Recurrent loan fees
227
362
Bank charges
4
6
 
25,710
25,784
Less: amounts capitalised on the development of properties
(1,201)
(1,218)
Total
24,509
24,566
During the year ended 31 March 2025 finance expenses include accelerated amortisation
of £3.2 million (31 March 2024: £1.6 million) given the refinancing of the facility that took
place in March 2025 (31 March 2024: July 2023). Refer to note 17 for details.
The interest capitalisation rates for the year ended 31 March 2025 ranged from 3.6% to
4.4% (31 March 2024: 4.3% to 4.7%).
Accounting policy
Finance costs consist of interest and other costs that the Group incurs in connection with
bank and other borrowings. Any finance costs that are separately identifiable and directly
attributable to an asset that takes a period of time to complete are capitalised as part
of the cost of the asset. Ongoing services fees relating to the maintenance of the facility
are expensed in the period in which they occur. Fair value movements on derivatives are
recorded in finance expenses or in finance income depending on the fair value movement
during the year. See note 19 for the accounting policy on head lease interest expensed.
9. TAXATION
Corporation tax has arisen as follows:
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Corporation tax on residual income
Total
Reconciliation of tax charge to profit before tax:
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Profit before tax
41,709
34,306
Corporation tax at 25.0% (2024: 25.0%)
10,427
8,577
Change in value of investment properties
(7,539)
(3,771)
Realised loss/ (profit) on disposal of investment properties
123
(1,380)
Tax-exempt property rental business
(3,011)
(3,426)
Total
Accounting policy
As a REIT, the Group is exempt from corporation tax on the profits and gains from its
property rental business, provided it continues to meet certain conditions as per the REIT
regulations.
Non-qualifying profits and gains of the Group continue to be subject to corporation tax.
Therefore, current tax is the expected tax payable on the non-qualifying taxable income
for the period, if applicable, using tax rates enacted or substantively enacted at the
balance sheet date.
10. OPERATING LEASES
Operating lease commitments – as lessor
The Group has entered into commercial property leases on its investment property
portfolio. These non-cancellable leases have a remaining term of up to 14 years.
Future minimum rentals receivable under non-cancellable operating leases as at
31 March 2025 are as follows:
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Within one year
42,739
40,436
Between one and two years
36,649
33,894
Between two and three years
28,000
27,053
Between three and four years
22,091
22,170
Between four and five years
15,892
18,597
Between five and ten years
18,346
35,956
More than ten years
7,700
7,925
Total
171,417
186,031
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
117
THINKING INSIDE THE BOX
11. DIVIDENDS
   
 
Pence per
 
For the year ended 31 March 2025
share
£’000
Third interim dividend for year ended 31 March 2024
   
paid on 2 April 2024
1.60
6,798
Fourth interim dividend for year ended 31 March 2024
   
paid on 26 July 2024
1.60
6,798
First interim dividend for year ended 31 March 2025
   
paid on 4 October 2024
1.60
6,798
Second interim dividend for year ended 31 March 2025
   
paid on 27 December 2024
1.60
6,798
Total dividends paid during the year
6.4
27,192
Paid as:
   
Property income distributions
4.8
20,394
Non-property income distributions
1.6
6,798
Total
6.4
27,192
   
 
Pence per
 
For the year ended 31 March 2024
share
£’000
Third interim dividend for year ended 31 March 2023
   
paid on 3 April 2023
1.60
6,798
Fourth interim dividend for year ended 31 March 2023
   
paid on 7 July 2023
1.60
6,798
First interim dividend for year ended 31 March 2024
   
paid on 6 October 2023
1.60
6,798
Second interim dividend for year ended 31 March 2024
   
paid on 29 December 2023
1.60
6,798
Total dividends paid during the year
6.4
27,192
Paid as:
   
Property income distributions
6.4
27,192
Non-property income distributions
Total
6.4
27,192
As a REIT, the Group is required to pay property income distributions (“PIDs”) equal to at
least 90% of the property rental business profits of the Group.
A third interim property income dividend for the year ended 31 March 2025 of 1.60 pence
per share was declared on 19 February 2025 and paid on 11 April 2025.
Accounting policy
Dividends due to the Group’s shareholders are recognised when they become payable.
12. EARNINGS PER SHARE
Basic EPS is calculated by dividing profit for the period attributable to ordinary
shareholders of the Group by the weighted average number of ordinary shares during the
period. As there are no dilutive instruments in issue, basic and diluted EPS are identical.
The European Public Real Estate Association (“EPRA”) publishes guidelines for calculating
adjusted earnings 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.
In September 2024, the European Public Real Estate Association’s guidelines for
the calculation of EPRA earnings were updated to include the interest from financial
derivatives, effective from 1 October 2024 onwards, the comparative has been restated
to reflect the change in guidance in-line with the calculation of adjusted earnings. This
change in guidance has resulted in an increase in EPRA earnings of £8.2 million or
1.9 pence per share.
The Group has also included additional earnings measures called ‘Adjusted Earnings’
and ‘Adjusted EPS’ and includes premiums received during the period in compensation
for rental income foregone for surrendering a lease early. The Board deems this a more
relevant indicator of core earnings as it reflects our ability to generate earnings from our
portfolio.
118
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
CONTINUED
12. EARNINGS PER SHARE
   
Year ended
 
Year ended
31 March
 
31 March
2024
 
2025
(Restated)
 
£’000
£’000
IFRS earnings/(losses)
41,709
34,306
EPRA earnings adjustments:
   
Loss/(gain) on disposal of investment properties
493
(5,521)
Fair value gains on investment properties
(30,155)
(15,082)
Surrender premiums
(380)
Changes in fair value of interest rate derivatives
6,826
5,214
Losses associated with early close out of debt (see note 17)
3,119
1,688
EPRA earnings
21,612
20,605
Group-specific earnings adjustments:
   
Surrender premiums
380
Adjusted earnings
21,992
20,605
   
Year ended
 
Year ended
31 March
 
31 March
2024
 
2025
(Restated)
 
Pence
Pence
Basic IFRS EPS
9.8
8.1
Diluted IFRS EPS
9.8
8.1
EPRA EPS
5.1
4.8
Adjusted EPS
5.2
4.8
 
Year ended
Year ended
 
31 March
31 March
 
2025
2024
 
Number of
Number of
 
shares
shares
Weighted average number of shares in issue (thousands)
424,862
424,862
13. UK INVESTMENT PROPERTY
 
Completed
Development
Total
 
investment
property and
investment
 
property
land
property
£’000
£’000
 
£’000
 
Investment property valuation brought forward
     
as at 1 April 2024
675,497
5,663
681,160
Acquisition of properties
40,771
152
40,923
Capital expenditure
6,565
2,195
8,760
Movement in rent incentives
457
1
458
Disposal of properties
(28,886)
(28,886)
Assets transferred from ‘held for sale’
72,830
72,830
Fair value gains/(losses) on revaluation of
     
investment property
42,116
(11,961)
30,155
Total portfolio valuation per valuer’s report
736,520
68,880
805,400
Adjustment for head lease obligations
13,823
13,823
Carrying value at 31 March 2025
750,343
68,880
819,223
 
Completed
Development
Total
 
investment
property and
investment
 
property
land
property
 
£’000
£’000
£’000
Investment property valuation brought forward
     
as at 1 April 2023
752,485
75,660
828,145
Acquisition of properties
Capital expenditure
3,327
8,191
11,518
Movement in rent incentives
1,065
(3)
1,062
Disposal of properties
(42,462)
(3,125)
(45,587)
Fair value gains/(losses) on revaluation of
     
investment property
17,312
(2,230)
15,082
Total portfolio valuation per valuer’s report
731,727
78,493
810,220
Assets transferred to ‘held for sale’
(56,230)
(72,830)
(129,060)
Adjustment for head lease obligations
14,185
14,185
Carrying value at 31 March 2024
689,682
5,663
695,345
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
119
THINKING INSIDE THE BOX
CONTINUED
13. UK INVESTMENT PROPERTY
All completed investment properties are charged as collateral on the Group’s borrowings.
See note 17 for details.
Included within the carrying value of investment properties as at 31 March 2025 is
£8.4 million (31 March 2024: £8.9 million, recalculated) in respect of rent incentives as a
result of the IFRS treatment of leases with rent-free periods, which require recognition on
a straight-line basis over the lease term. The difference between this and cash receipts
change the carrying value of the property on which revaluations are measured.
During the period the Group capitalised £1.2 million (31 March 2024: £1.2 million) of
interest paid in development properties. Please see note 8 for details on the capitalisation
rate used.
Realised (gain)/loss on disposal of investment properties
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Net proceeds from disposals of investment property during
   
the year (including investment properties held for sale-note
   
14)
78,623
51,733
Deferred consideration due (see note 16)
6,000
 
Carrying value of disposals
(85,116)
(46,212)
Realised (loss)/gain on disposal of investment properties
(493)
5,521
Accounting policy
Development property and land is where the whole or a material part of an estate
is identified as having potential for development. Assets are classified as such until
development is completed and they have the potential to be fully income-generating.
Development property and land is measured at fair value if the fair value is considered to
be reliably determinable. Where the fair value cannot be determined reliably but where it is
expected that the fair value of the property will be reliably determined when construction
is completed, the property is measured at cost less any impairment until the fair value
becomes reliably determinable or construction is completed, whichever is earlier. In
addition, it is the Group’s policy to capitalise finance costs relating to the development of
the assets with planning permission, where development work is underway see note 8 for
details.
Subsequent to initial recognition, investment property is stated at fair value (see note 25).
Gains or losses arising from changes in the fair values are included in the profit and loss in
the period in which they arise under IAS 40 Investment Property.
Investment properties cease to be recognised when they have been disposed of or
withdrawn permanently from use and no future economic benefit is expected. Gains or
losses on the disposal of investment property are determined as the difference between
net disposal proceeds and the carrying value of the asset.
Movements in rent incentives are presented within the total portfolio valuation.
Where an investment property is held under a leasehold interest, the headlease is initially
recognised as an asset at cost plus the present value of minimum ground rent payments
and is subsequently measured at fair value. The corresponding rental liability to the head
leaseholder is included in the balance sheet as a finance lease obligation (see note 19).
14. INVESTMENT PROPERTIES HELD FOR SALE
 
Completed
Development
Total
 
investment
property and
investment
 
property
land
property
£’000
£’000
 
£’000
 
Carrying value at 31 March 2023
625
625
Disposal of properties
(625)
(625)
Assets transferred in
56,230
72,830
129,060
Carrying value at 31 March 2024
56,230
72,830
129,060
Disposal of properties
(56,230)
(56,230)
Assets transferred out
(72,830)
(72,830)
Carrying value at 31 March 2025
During the year ended 31 March 2025, the Group decided to pause the proposed sale
of Radway Green, Crewe from the market following the Blackstone bid; accordingly, this
asset was transferred back to UK Investment Properties to reflect this change. As at
31 March 2025, no properties are held for sale.
Accounting policy
An asset will be classified as held for sale in line with IFRS 5 ‘Non-Current Assets Held
for Sale and Discontinued Operations’ if its carrying value is expected to be recovered
through a sale transaction rather than continuing use. An asset will be classified in this
way only when a sale is highly probable, management are committed to selling the asset
at the year-end date, the asset is available for immediate sale in its current condition and
the asset is expected to be disposed of within 12 months after the date of the consolidated
statement of financial position.
120
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
15. CASH AND CASH EQUIVALENTS
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Cash
8,389
9,905
Cash in transit
6,063
Total
8,389
15,968
Cash in transit comprises £nil million (31 March 2024: £6.1 million) of cash held by the
Group’s Registrar to fund the shareholder dividend, less withholding tax, which was paid
on 2 April 2024 as disclosed in note 11. As at 31 March 2025 there were no cash equivalents
held (31 March 2024: nil).
Accounting policy
Cash and cash equivalents comprise cash at bank and short-term deposits with banks and
other financial institutions, with an initial maturity of three months or less.
16. TRADE AND OTHER RECEIVABLES
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Non-current
   
Deferred consideration due
6,000
Current
   
Rent and insurance receivables
4,474
4,425
Payments in advance of property completion
2,526
2,217
Interest receivable on derivatives
1,567
1,770
Occupier deposits
457
643
Prepayments
465
266
Other receivables
814
2,198
Total
10,303
11,519
Grand total
16,303
11,519
The rent and insurance receivables balance represents gross receivables of £4.9 million
(31 March 2024: £4.7 million), net of a provision for doubtful debts of £0.4 million
(31 March 2024: £0.3 million).
Deferred consideration due includes consideration of £6.0 million in relation to a property
disposal sold during the year ended 31 March 2025. The deferred consideration is due in
December 2026 and accrues interest from December 2024 at an interest rate of 5.0% per
annum.
Payments in advance of property completion represent the deposits paid to vendors upon
exchange of purchase contracts.
Accounting policy
Rent and other receivables are recognised at their original invoiced value and become due
based on the terms of the underlying lease or at the date of invoice.
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 two-year period prior to the year-end. The historical loss rates are then adjusted for
current and forward-looking information on macroeconomic factors affecting the Group’s
customers.
17. INTEREST-BEARING LOANS AND BORROWINGS
 
31 March
31 March
 
2025
2024
 
£’000
£’000
At the beginning of the year
284,000
306,000
Drawn in the year
330,000
323,000
Repaid in the year
(345,000)
(345,000)
Interest-bearing loans and borrowings
269,000
284,000
Unamortised fees at the beginning of the year
(3,587)
(1,907)
Loan arrangement fees incurred in the year
(941)
(4,251)
Unamortised fees written off in the year
3,119
1,688
Amortisation charge for the year
666
883
Unamortised loan arrangement fees
(743)
(3,587)
Loan balance less unamortised loan arrangement fees
268,257
280,413
On 24 March 2025, the Group entered into a new £300.0 million facility, replacing the
Group’s previous £320.0 million debt facility, both expiring June 2028. It comprises
a £200.0 million term loan (2024: £220.0 million) and a £100.0 million RCF (2024:
£100.0 million) with a club of four lenders; HSBC, Bank of Ireland, NatWest and Santander.
The minimum interest cover is 1.5 times and the maximum LTV is 60%. Both the term loan
and the RCF attract a margin of 1.75% plus SONIA for an LTV below 40% (previously 2.2%)
or 2.1% if above (previously 2.5%). As the new financing arrangements are with the existing
club members and security agency, no cash outflows occurred at the point of refinancing.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
121
THINKING INSIDE THE BOX
CONTINUED
17. INTEREST-BEARING LOANS AND BORROWINGS
The Group has £250.0 million of interest rate caps in place; £50.0 million has a termination
date of 20 November 2026, £100.0 million has a termination date of 20 July 2025 and
£100.0 million has a termination date of 20 July 2027 (see note 18). The facilities are
secured on all completed investment properties within the portfolio.
At 31 March 2025, £69.0 million was drawn against the RCF (31 March 2024: 64.0 million)
and £200.0 million against the term loan (31 March 2024: £220.0 million). This gave
total debt of £269.0 million (31 March 2024: £284.0 million); with the Group also holding
cash balances of £8.4 million (31 March 2024: £16.0 million), the Group’s net debt as
at 31 March 2025 was £260.6 million (31 March 2024: £268.0 million). The LTV ratio at
31 March 2025 was therefore 32.4% (31 March 2024: 33.1%), with the decrease reflecting
the disposal of properties in the year and the higher portfolio valuation.
As at 31 March 2025, there was £31.0 million (31 March 2024: £36.0 million) available
to draw.
The debt facility includes interest cover and market value covenants (as set out above)
that are measured at a Group level on a quarterly basis. The Group has complied with all
covenants throughout the financial period.
Accounting policy
Loans and borrowings are initially recognised as the proceeds received net of directly
attributable transaction costs. Loans and borrowings are subsequently measured at
amortised cost with interest charged to the consolidated statement of comprehensive
income at the effective interest rate, and shown within finance costs. Transaction costs are
spread over the term of the loan.
18. INTEREST RATE DERIVATIVES
 
31 March
31 March
 
2025
2024
 
£’000
£’000
At the start of the period
7,241
7,387
Additional premiums accrued
3,849
Changes in fair value of interest rate derivatives
(6,826)
(5,214)
Movement in interest rate derivative premium payable
5,896
1,219
Balance at the end of the period
6,311
7,241
Current
2,835
1,756
Non-current
3,476
5,485
Balance at the end of the period
6,311
7,241
To mitigate the interest rate risk that arises as a result of entering into variable rate linked
loans, the Group entered into interest rate derivatives (“caps”) against movements in
SONIA. The caps have a combined notional value of £250.0 million with £200.0 million
at a strike rate of 1.50% and the remaining £50 million at a strike rate of 2.00%. The
£100.0 million has a termination date of 20 July 2025, £50.0 million cap has a termination
date of 20 November 2026 and £100.0 million has a termination date of 20 July 2027.
Total consideration payable for the interest rate caps has been deferred over eight
consecutive quarters, subsequent to the issuance of the instrument. The Group has paid
£5.9 million in deferred premiums during the year to 31 March 2025 (2024: £5.1 million).
The remaining premium of £7.5 million is due in quarterly instalments with the final
payment due in October 2025.
Accounting policy
Interest rate derivatives are initially recognised at fair value and are subsequently
measured at fair value, being 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 Group and its counterparties.
Premiums payable under such arrangements are initially capitalised into the statement of
financial position.
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. Changes in fair value of interest rate derivatives are
recognised within finance expenses in profit or loss in the period in which they occur.
All receipts of income from the instrument are recognised as finance income in note 8 of
the financial statements separate from the fair value measurement recorded.
19. HEAD LEASE OBLIGATIONS
The following table analyses the present value of minimum lease payments under non-
cancellable head leases using an average discount rate of 6.91% for each of the following
periods:
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Current liabilities
   
Within one year
974
987
Non-current liabilities
   
After one year but not more than two years
911
903
After two years but not more than five years
2,395
2,374
After five years but not more than ten years
3,065
3,035
Later than ten years
7,618
7,923
 
13,989
14,235
Total head lease obligations
14,963
15,222
122
CONTINUED
19. HEAD LEASE OBLIGATIONS
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The maturity analysis has been expanded in the current year to provide more information.
The comparatives have been amended for consistency.
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Head lease liability – opening balance
15,222
15,025
Cash flows
(1,034)
(1,074)
Non-cash movements
   
Interest
1,050
1,054
Head lease accrual
(275)
217
Head lease obligations – closing balance
14,963
15,222
The following table analyses the minimum undiscounted lease payments under
non-cancellable head leases for each of the following periods:
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Current liabilities
   
Within one year
1,037
1,056
Non-current liabilities
   
After one year but not more than five years
4,151
4,223
Later than five years
84,823
86,696
Total
90,011
91,975
The weighted average unexpired lease term of head leases is 91.2 years
(31 March 2024: 88.2 years).
Accounting policy
At the commencement date, head lease obligations are recognised at the present value
of future lease payments using the discount rate implicit in the lease, if determinable, or, if
not, the property-specific incremental borrowing rate.
20. OTHER LIABILITIES – OTHER PAYABLES AND ACCRUED EXPENSES,
PROVISIONS AND DEFERRED INCOME
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Administration expenses payable
2,150
1,763
Deferred consideration payable
10,300
Capital expenses payable
1,844
1,743
Loan interest payable
3,580
4,161
Property operating expenses payable
1,141
733
Other expenses payable
1,511
1,958
Total other payables and accrued expenses – current
10,226
20,658
Other payables and accrued expenses are initially recognised at fair value and
subsequently held at amortised cost. No discounting is applied to deferred consideration
on the grounds of materiality.
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Total deferred income
6,674
7,251
Deferred income is rental income received in advance during the accounting period. The
income is deferred and is unwound to revenue on a straight-line basis over the period in
which it is earned.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
123
THINKING INSIDE THE BOX
21. SHARE CAPITAL
Share capital is the nominal amount of the Group’s ordinary shares in issue.
   
   
31 March
 
31 March
   
2025
 
2024
Ordinary shares of £0.01 each
Number
£’000
Number
£’000
Authorised, issued and fully paid:
       
At the start of the period
424,861,650
4,249
424,861,650
4,249
Shares issued
Balance at the end of the period
424,861,650
4,249
424,861,650
4,249
The share capital comprises one class of ordinary shares. At general meetings of the
Group, ordinary shareholders are entitled to one vote on a show of hands and on a poll, to
one vote for every share held. There are no restrictions on the size of a shareholding or the
transfer of shares, except for the UK REIT restrictions.
22. SHARE PREMIUM
Share premium comprises the following amounts:
   
 
31 March
31 March
 
2025
2024
 
£’000
£’000
At the start of the period
275,648
275,648
Shares issued
Share premium
275,648
275,648
Share premium represents the excess over nominal value of the fair value of the
consideration received for equity shares net of direct issue costs.
23. RETAINED EARNINGS
Retained earnings comprise the following cumulative amounts:
   
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Capital reduction reserve
161,149
161,149
Total unrealised gains on investment properties
141,248
111,093
Total unrealised gain on interest rate caps
(6,994)
(168)
Total realised profits
125,026
106,646
Dividends paid from revenue profits
(150,220)
(123,028)
Retained earnings
270,209
255,692
Retained earnings represent the profits of the Group less dividends paid from revenue
profits to date. Unrealised gains on the revaluation of investment properties and interest
rate caps contained within this reserve are not distributable until any gains crystallise on
the sale of the investment property and settlement of the interest rate caps. The capital
reduction reserve is a distributable reserve established upon cancellation of the share
premium of the Group on 17 November 2017.
24. NET ASSET VALUE PER SHARE
Basic NAV per share amounts are calculated by dividing net assets attributable to ordinary
equity holders of the Group in the statement of financial position by the number of
ordinary shares outstanding at the end of the period. As there are no dilutive instruments
in issue, basic and diluted NAV per share are identical.
   
 
31 March
31 March
 
2025
2024
 
£’000
£’000
IFRS net assets attributable to ordinary shareholders
550,106
535,589
IFRS net assets for calculation of NAV
550,106
535,589
Adjustment to net assets:
   
Fair value of interest rate derivatives (note 18)
(6,311)
(7,241)
EPRA NTA
543,795
528,348
   
 
31 March
31 March
 
2025
2024
 
Pence
Pence
IFRS basic and diluted NAV per share (pence)
129.5
126.1
EPRA NTA per share (pence)
128.0
124.4
   
 
31 March
31 March
 
2025
2024
 
Number
Number
 
of shares
of shares
Number of shares in issue (thousands)
424,862
424,862
124
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
25. FAIR VALUE
IFRS 13 defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the
measurement date. The following methods and assumptions were used to estimate the fair
values.
The fair value of cash and short-term deposits, trade receivables, trade payables and other
current liabilities approximate their carrying amounts due to the short-term maturities of
these instruments.
Interest-bearing loans and borrowings are disclosed at amortised cost. The carrying
value of the loans and borrowings approximate their fair value due to the contractual
terms and conditions of the loan. The loans are at variable interest rates of 1.75% to 2.05%
above SONIA.
Interest rate derivatives
The fair value of the interest rate cap contracts is recorded in the statement of financial
position and is revalued quarterly by an independent valuations specialist, Chatham
Financial.
The fair value is determined by forming an expectation that interest rates will exceed
strike rates and discounting these future cash flows at the prevailing market rates as at the
year-end.
Investment properties
Six-monthly valuations of investment property are performed by CBRE, accredited
independent external valuers with recognised and relevant professional qualifications and
recent experience of the location and category of the investment property being valued.
The valuations are the ultimate responsibility of the Directors however, who appraise these
every six months.
The valuation of the Group’s investment property at fair value is determined by the
independent external valuer on the basis of market value in accordance with the
internationally accepted RICS Valuation – Professional Standards January 2025
(incorporating the International Valuation Standards).
Completed investment properties are valued by adopting the ‘income capitalisation’
method of valuation. This approach involves applying capitalisation yields to current and
future rental streams, net of income voids arising from vacancies or rent-free periods and
associated running costs. These capitalisation yields and future rental values are based on
comparable property and leasing transactions in the market using the valuer’s professional
judgement and market observations. Other factors taken into account in the valuations
include the tenure of the property, tenancy details and ground and structural conditions.
Development property and land has been valued by adopting the ‘comparable method’
of valuation and where appropriate supported by a ‘residual development appraisal’. The
comparable method involves applying a sales rate per acre to relevant sites supported
by comparable land sales. Residual development appraisals have been completed where
there is sufficient clarity regarding planning and an identified or indicative scheme. In a
similar manner to ‘income capitalisation’, development inputs include the capitalisation of
future rental streams with an appropriate yield to ascertain a gross development value.
The costs associated with bringing a scheme to the market are then deducted, including
construction costs, professional fees, finance and developer’s profit, to provide a residual
site value.
The following tables show an analysis of the fair values of investment properties and
interest rate derivatives recognised in the statement of financial position by level of the fair
value hierarchy
1
:
Assets and liabilities measured at fair value
   
 
31 March 2025
 
Level 1
Level 2
Level 3
Total
 
£’000
£’000
£’000
£’000
Investment properties
805,400
805,400
Interest rate derivatives
6,311
6,311
Total
6,311
805,400
811,711
Statement of financial position by level of the fair value hierarchy
1
:
Assets and liabilities measured at fair value
   
 
31 March 2024
 
Level 1
Level 2
Level 3
Total
 
£’000
£’000
£’000
£’000
Investment properties and assets
       
held for sale
810,220
810,220
Interest rate derivatives
7,241
7,241
Total
7,241
810,220
817,461
1
Explanation of the fair value hierarchy:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date;
Level 2 – use of a model with inputs (other than quoted prices included in Level 1) that are directly or indirectly
observable market data; and
Level 3 – use of a model with inputs that are not based on observable market data.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
125
THINKING INSIDE THE BOX
CONTINUED
25. FAIR VALUE
Sensitivity analysis to significant changes in unobservable inputs within the valuation of
investment properties
The following table analyses:
the fair value measurements at the end of the reporting period;
a description of the valuation techniques applied;
the inputs used in the fair value measurement, including the ranges of rent charged to
different units within the same building; and
for Level 3 fair value measurements, quantitative information about significant
unobservable inputs used in the fair value measurement.
Fair value
Valuation
Key unobservable
31 March 2025
£’000
technique
inputs
Range
Multi-let more than
451,520
Income
ERV
£3.04 –
100k sq ft
capitalisation
£25.66
Equivalent yield
5.1% – 11.6%
Multi-let less than
139,835
Income
ERV
£6.21 – £13.58
100k sq ft
capitalisation
Equivalent yield
5.7% – 13.1%
Single-let regional
84,625
Income
ERV
£5.50 – £8.00
distribution
capitalisation
Equivalent yield
6.0% – 9.8%
Single-let last-mile
60,540
Income
ERV
£7.25 – £11.00
capitalisation
Equivalent yield
5.5% – 7.3%
Development land
68,880
Comparable
Sales rate per
£201,000 –
method
acre
£733,000
805,400
Key
Fair value
Valuation
unobservable
31 March 2024
£’000
technique
inputs
Range
Multi-let more than
373,510
Income
ERV
£2.62 – £10.90
100k sq ft
capitalisation
Equivalent yield
5.2% – 11.1%
Multi-let less than
150,390
Income
ERV
£5.22 – £12.53
100k sq ft
capitalisation
Equivalent yield
5.7% – 13.1%
Single-let regional
129,875
Income
ERV
£5.25 – £7.38
distribution
capitalisation
5.7% – 9.7%
Equivalent yield
Single-let last-mile
78,065
Income
ERV
£4.25 – £12.71
capitalisation
Equivalent yield
5.5% – 9.5%
Development land
78,380
Comparable
Sales rate per
£195,000 –
method
acre
£860,000
810,220
The weighted average equivalent yield and ERV for completed investment property is
6.3% and £9.30 per sq ft, respectively (31 March 2024: 6.4% and £7.60 per sq ft). The
weighted average sales rate per acre for development property and land is £587,000
(31 March 2024: £681,000).
Significant increases/decreases in the ERV (per sq ft per annum) and rental growth per
annum in isolation would result in a significantly higher/lower fair value measurement.
Significant increases/decreases in the discount rate (and equivalent yield) in isolation
would result in a significantly lower/higher fair value measurement.
Generally, a change in the assumption made for the ERV is accompanied by:
a similar change in the rent growth per annum and discount rate (and exit yield)
The table below sets out a sensitivity analysis for each of the key sources of estimation
uncertainty with the resulting increase/(decrease) in the fair value of completed
investment property and derivatives:
126
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
CONTINUED
25. FAIR VALUE
As at 31 March 2025
Increase in
Decrease in
sensitivity
sensitivity
Completed investment property
£’000
£’000
Change in ERV of 5%
37,650
(37,650)
Change in net equivalent yields of 25 basis points
30,865
(28,441)
Increase in
Decrease in
sensitivity
sensitivity
Development property and land
£’000
£’000
Change in sales rate per acre of 5%
3,420
(3,420)
Increase in
Decrease in
sensitivity
sensitivity
Interest rate derivatives
£’000
£’000
Change in SONIA by 50 basis points
1,489
(1,489)
As at 31 March 2024
Increase in
Decrease in
sensitivity
sensitivity
Completed investment property
£’000
£’000
Change in ERV of 5%
36,592
(36,592)
Change in net equivalent yields of 25 basis points
27,874
(30,214)
Increase in
Decrease in
sensitivity
sensitivity
Development property and land
£’000
£’000
Change in sales rate per acre of 5%
3,892
(3,892)
Increase in
Decrease in
sensitivity
sensitivity
Interest rate derivatives
£’000
£’000
Change in SONIA by 50 basis points
2,423
(2,417)
Gains recorded in profit or loss for recurring fair value measurements categorised within
Level 3 of the fair value hierarchy amount to £30,155,000 (31 March 2024: £15,082,000)
and are presented in the consolidated statement of comprehensive income in line item ‘fair
value gains/(losses) on investment properties’.
All gains and losses recorded in profit or loss for recurring fair value measurements
categorised within Level 3 of the fair value hierarchy are attributable to changes in
unrealised gains or losses relating to investment property held at the end of the reporting
period.
The carrying amount of the Group’s assets and liabilities is considered to be the same as
their fair value.
26. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial liabilities are loans and borrowings. The main purpose of
the Group’s loans and borrowings is to finance the acquisition of the Group’s property
portfolio. The Group has trade and other receivables, trade and other payables and cash
and short-term deposits that arise directly from its operations.
The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk. The
Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in interest rates.
The Group enters into a variety of derivative financial instruments to manage its exposure
to interest rate risk. There has been no change to the Group’s exposure to market risks or
the manner in which these risks are managed and measured.
Interest rate risk
Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group’s exposure to the risk of changes
in market interest rates relates to its variable rate bank loans. In order to address interest
rate risk, the Group has entered into interest rate cap instruments.
The instruments have a combined notional value of £250.0 million, £200.0 million at a
strike rate of 1.50% and the remaining £50.0 million at a strike rate of 2.00%. £100.0 million
has a termination date of 20 July 2025, £100.0 million has a termination date of
20 July 2027 and the £50.0 million has a termination date of 20 November 2026.
As at 31 March 2025, the unhedged exposure to changes in interest rates is £19.0 million
(31 March 2024: £34.0 million).
Changes in interest rates may have an impact on consolidated earnings over the longer
term. The table below provides indicative sensitivity data.
CONTINUED
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
127
THINKING INSIDE THE BOX
26. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
 
2025
2024
 
Increase
Decrease
Increase in
Decrease in
 
in interest
in interest
interest rates
interest rates
 
rates by 1%
rates by 1%
by 1%
by 1%
Effect on profit before tax:
£’000
£’000
£’000
£’000
Increase/(decrease)
(190)
190
(340)
340
Credit risk
Credit risk is the risk that a counterparty or occupier will cause a financial loss to the
Group by failing to meet a commitment it has entered into with the Group.
All cash deposits are placed with approved counterparties, currently HSBC Bank plc. In
respect of property investments, in the event of a default by an occupier, the Group will
suffer a shortfall and additional costs concerning reletting of the property. The Investment
Advisor monitors the occupier arrears in order to anticipate and minimise the impact of
defaults by occupational occupiers.
Credit risk is not considered material due to the diverse number of occupiers in the
investment property portfolio.
The following table analyses the Group’s exposure to credit risk:
 
31 March
31 March
 
2025
2024
 
£’000
£’000
Cash and cash equivalents
8,389
9,905
Restricted cash
6,063
Trade and other receivables¹
13,312
9,036
Total
21,701
25,004
1
Excludes prepayments and payments in advance of completion.
Liquidity risk
Liquidity risk is defined as the risk that the Group will encounter difficulty in meeting
obligations associated with financial liabilities that are settled by delivering cash or another
financial asset. Exposure to liquidity risk arises because of the possibility that the Group
could be required to pay its liabilities earlier than expected. The Group’s objective is to
maintain a balance between continuity of funding and flexibility through the use of bank
deposits and loans.
Set out below is a comparison by class of the carrying amounts and fair value of the
Group’s financial instruments that are carried in the financial statements:
   
2025
2024
   
Carrying
Carrying
Fair
Fair
 
Fair value
value
value
value
value
 
hierarchy
£’000
£’000
£’000
£’000
Held at amortised
         
cost
         
Cash and cash
         
equivalents
n/a
8,389
8,389
9,905
9,905
Restricted cash
n/a
6,063
6,063
Trade and other
         
receivables¹
n/a
13,312
13,312
9,036
9,036
Other payables and
         
accrued expenses²
n/a
(9,789)
(9,789)
(18,985)
(18,985)
Interest-bearing loans
         
and borrowings
n/a
(268,257)
(268,257)
(280,413)
(280,413)
Held at fair value
         
Interest rate
         
derivatives (assets)
2
6,311
6,311
7,241
7,241
1
Excludes prepayments and payments in advance of completion.
2
Excludes VAT liability and deferred income.
CONTINUED
26. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
128
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The table below summarises the maturity profile of the Group’s financial and lease liabilities based on contractual undiscounted payments:
   
 
Less than
Three to 12
One to two
Two to five
More than
 
 
three months
months
years
years
five years
Total
Year ended 31 March 2025
£’000
£’000
£’000
£’000
£’000
£’000
Interest-bearing loans and borrowings
4,956
14,923
19,879
293,454
333,212
Other payables and accrued expenses
9,789
9,789
Head lease obligations
259
778
1,038
3,113
84,823
90,011
Total
15,004
15,701
20,917
296,567
84,823
433,012
   
 
Less than
Three to 12
One to two
Two to five
More than
 
 
three months
months
years
years
five years
Total
Year ended 31 March 2024
£’000
£’000
£’000
£’000
£’000
£’000
Interest-bearing loans and borrowings
5,233
15,755
20,988
330,805
372,781
Other payables and accrued expenses
8,685
10,300
18,985
Head lease obligations
264
792
1,056
3,167
86,696
91,975
Total
14,182
26,847
22,044
333,972
86,696
483,741
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
129
THINKING INSIDE THE BOX
27. SUBSIDIARIES
   
 
Country of
Number and class
 
 
incorporation
of share held
Group
Company
and operation
by the Group
holding
Tilstone Holdings Limited
UK
63,872 ordinary shares
100%
Tilstone Warehouse Holdco Limited
UK
94,400 ordinary shares
100%
Tilstone Industrial Warehouse Limited
1
UK
23,600 ordinary shares
100%
Tilstone Retail Warehouse Limited
1
UK
20,000 ordinary shares
100%
Tilstone Industrial Limited
1
UK
20,000 ordinary shares
100%
Tilstone Retail Limited
1
UK
200 ordinary shares
100%
Tilstone Trade Limited
1
UK
20,004 ordinary shares
100%
Tilstone Basingstoke Limited
1
UK
1,000 ordinary shares
100%
Tilstone Glasgow Limited
1
UK
1 ordinary share
100%
Tilstone Radway Limited
1
UK
100 ordinary shares
100%
Tilstone Oxford Limited
1
UK
1,000 ordinary shares
100%
Tilstone Liverpool Limited
1
UK
100 ordinary shares
100%
Warehouse 1234 Limited
1
UK
100 ordinary shares
100%
Tilstone Tamworth Limited
1
UK
100 ordinary shares
100%
1
Indirect subsidiaries.
The registered office of all subsidiaries is located at 19th Floor, 51 Lime Street, London EC3M 7DQ.
Tilstone Chesterfield Limited was sold on 18 June 2024.
130
CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
28. CAPITAL MANAGEMENT
The Group’s capital is represented by share capital, reserves and borrowings totalling
£820.0 million (2024: £816.0 million).
The primary objective of the Group’s capital management is to ensure that it remains
within its quantitative banking covenants and maintains a strong credit rating. The Group’s
capital policies are as follows:
the Group will keep sufficient cash for working capital purposes with excess cash,
should there be any, deposited at the best interest rate available while maintaining
flexibility to fund the Group’s investment programme;
borrowings will be managed in accordance with the loan agreements and covenants
will be tested quarterly and reported to the Directors. Additionally, quarterly lender
reporting will be undertaken in line with the loan agreement; and
new borrowings are subject to Director approval. Such borrowings will support the
Group’s investment programme but be subject to a maximum 60% LTV. The intention is
to maintain borrowings at an LTV of between 30% and 40%.
The Group is subject to banking covenants in regards to its debt facility and these
include a prescribed methodology for interest cover and market value covenants that are
measured at a Group level.
The Group has complied with all covenants on its borrowings up to the date of this report.
All of the targets mentioned above sit comfortably within the Group’s covenant levels,
which include loan to value (“LTV”), interest cover ratio and loan to projected project cost
ratio. The Group LTV at the year-end was 32.4% (2024: 33.1%) and there is substantial
headroom within existing covenants.
29. RELATED-PARTY TRANSACTIONS
Directors
The Directors (all Non-Executive Directors) of the Group and its subsidiaries are
considered to be the key management personnel of the Group. Directors’ remuneration
(including social security costs) for the period totalled £178,000 (31 March 2024:
£178,000) and at 31 March 2025, a balance of £nil (31 March 2024: £nil) was outstanding.
The Directors who served during the year received £1.5 million in dividend payments
(31 March 2024: £1.5 million). Further information is given in note 5 and in the Directors’
remuneration report on pages 95 to 97.
Investment Advisor
The Group is party to an Investment Management Agreement with the Investment
Manager and the Investment Advisor, pursuant to which the Group has appointed the
Investment Advisor to provide investment advisory services relating to the respective
assets on a day-to-day basis in accordance with their respective investment objectives and
policies, subject to the overall supervision and direction by the Investment Manager and
the Board of Directors.
For its services to the Group during the year ended 31 March 2025, the Investment Advisor
receives an annual fee at the rate of 1.1% of the NAV of the Group up to £500 million and at
a lower rate of 0.9% thereafter.
During the year, the Group incurred £5,821,000 (31 March 2024: £5,725,000) in respect
of investment management fees. As at 31 March 2025, £1,453,000 (31 March 2024:
£1,429,000) was outstanding.
During the year, the Group reimbursed £11,771 (31 March 2024: £5,151) of incidental travel-
related costs.
On 11 February the Board reached an agreement with the Investment Advisor on the basis
of its fee calculation.
The new arrangement will see the basis of the quarterly management fee move from
net asset value to the lower of net asset value and market capitalisation, effective from
1 April 2025. The current fee thresholds and rates applied to the net asset value-based
calculations will be unchanged, as shown below. 
   
Threshold
Fee rate on lower of EPRA net asset value and market capitalisation
Up to £500 million
1.1%
Above £500 million
0.9%
As part of the transition to this new fee arrangement, there will be an adjustment in the
calculation of the fee for the first financial year only (ending 31 March 2026). Under this
transitional arrangement, the basis of the fee calculation will be subject to a floor of no
lower than 70% of EPRA net asset value. All other terms of the Investment Management
Agreement remain unchanged.
30. ULTIMATE CONTROLLING PARTY
It is the view of the Directors that there is no ultimate controlling party.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
131
THINKING INSIDE THE BOX
31. NOTES TO THE STATEMENT OF CASH FLOWS
Reconciliation of changes in liabilities to cash flows generated from financing activities
  
Interest-
  
  
bearing
  
 
Interest
loans and
Head lease
 
 
payable
borrowings
liability
Total
 
£’000
£’000
£’000
£’000
Balance as at 1 April 2024
4,161
280,413
15,222
299,796
Changes from financing cash
    
flows:
    
Bank loans drawn down
56,000
56,000
Bank loans repaid
(71,000)
(71,000)
Loan arrangement fees paid in
    
the year
(801)
(941)
Loan interest paid
(21,225)
(21,225)
Head lease payments
(1,034)
(1,034)
Total changes from financing
    
cash flows
(21,225)
(15,801)
(1,034)
(38,200)
Accrued arrangement fees
-
(140)
-
-
Amortisation charge for the year
666
666
Arrangement fees written-off
3,119
3,119
Head lease interest
1,050
1,050
Interest and commitment fee
20,644
20,644
Accrued head lease expense
(275)
(275)
Balance as at 31 March 2025
3,580
268,257
14,963
286,800
   
Interest-
   
   
bearing
   
 
Interest
loans and
Head lease
 
 
payable
borrowings
liability
Total
 
£’000
£’000
£’000
£’000
Balance as at 1 April 2023
3,691
304,093
15,025
322,809
Changes from financing cash
       
flows:
       
Bank loans drawn down
323,000
323,000
Bank loans repaid
(345,000)
(345,000)
Loan arrangement fees paid in
       
the year
(4,251)
(4,251)
Loan interest paid
(21,321)
(21,321)
Head lease payments
(1,074)
(1,074)
Total changes from financing
       
cash flows
(21,321)
(26,251)
(1,074)
(48,646)
Amortisation charge for the year
883
883
Arrangement fees written-off
1,688
1,688
Head lease interest
1,054
1,054
Interest and commitment fee
21,791
21,791
Accrued head lease expense
217
217
Balance as at 31 March 2024
4,161
280,413
15,222
299,796
32. CAPITAL COMMITMENTS
Other than the amounts disclosed in note 20, the Group has no material capital commitments
in relation to its development activity, asset management initiatives and commitments under
development land, outstanding as at 31 March 2025 (31 March 2024: £nil).
33. POST-BALANCE SHEET EVENTS
On 4 June 2025 the Group announced that it has exchanged contracts for the acquisition
of Rycote Lane, a multi-let industrial estate near Thame, in the Oxford-Cambridge Arc, for
£34.8 million.
The acquisition is due to complete in September 2025.
As announced on 4 June 2025, the Company’s directors have reached an agreement on the
terms of a recommended cash acquisition of the entire issued and to be issued ordinary share
capital of the Company by Wapping Bidco Ltd, a newly formed company indirectly owned by
investments funds advised by affiliates of Blackstone Inc. expected to be effected by means
of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the “Acquisition”). If
the Acquisition is completed, this will result in a change in control of the Company. There are
no agreements between the Company and the directors for compensation for loss of office
as a result of the Acquisition or any other takeover, other than the provisions of the existing
appointment letters.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
The Company reported a profit for the year
ended 31 March 2025 of £58,621,000 (year ended
31 March 2024: loss of £323,000).
These financial statements were approved by
the Board of Directors of Warehouse REIT plc on
10 June 2025 and signed on its behalf by:
Neil Kirton
Company number: 10880317
The accompanying notes on pages 134 to 135 form
an integral part of these financial statements.
Notes
31 March
2025
£’000
31 March
2024
£’000
Assets
Non-current assets
Investment in subsidiary companies
36
25,244
25,244
Amount due from subsidiaries
38
294,142
276,570
319,386
301,814
Current assets
Cash and cash equivalents
37
691
8,183
Amount due from subsidiaries
38
27,000
27,000
Other receivables
38
1,070
625
28,761
35,808
Total assets
348,147
337,622
Liabilities
Current liabilities
Other payables and accrued expenses
39
(1,984)
(1,652)
Amount due to subsidiaries
39
(5,915)
(27,151)
Total liabilities
(7,899)
(28,803)
Total net current assets/ (liabilities)
20,862
7,005
Total assets less current liabilities
340,248
308,819
Equity
Share capital
4,249
4,249
Share premium
275,648
275,648
Retained earnings
60,351
28,922
Total equity
340,248
308,819
Number of shares in issue (thousands)
424,862
424,862
Net asset value per share (basic and diluted) (pence)
80.1
72.7
132
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Retained earnings represent distributable profits
available to the members of the Company.
The accompanying notes on pages 134 to 135 form
an integral part of these financial statements.
Share capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Total
£’000
Balance at 31 March 2023
4,249
275,648
56,437
336,334
Total comprehensive expense
(323)
(323)
Dividends paid
(27,192)
(27,192)
Balance at 31 March 2024
4,249
275,648
28,922
308,819
Total comprehensive income
58,621
58,621
Dividends paid
(27,192)
(27,192)
Balance at 31 March 2025
4,249
275,648
60,351
340,248
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
133
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
34. GENERAL INFORMATION
Warehouse REIT plc is a closed-ended REIT incorporated in England and Wales on
24 July 2017. The Company began trading on 20 September 2017. The registered office of
the Company is located at 6th Floor, 65 Gresham Street, London, England, EC2V 7NQ. The
Company’s shares are admitted to trading on the Main Market, a market operated by the
London Stock Exchange.
35. BASIS OF PREPARATION
The financial statements have been prepared in accordance with Financial Reporting
Standard 101 Reduced Disclosure Framework (“FRS 101”). This is a transition from UK-
adopted international accounting standards which has been made in order to take
advantage of the disclosure exemptions available under FRS101. The adoption of FRS101
has not resulted in any change in the Company’s accounting policies.
The Company has adopted the disclosure exemptions in preparing these financial
statements as conferred by FRS 101. Therefore these financial statements do not include:
certain comparative information as otherwise required by adopted IFRS;
certain disclosures regarding the Company’s capital;
a statement of cash flows;
the effect of future accounting standards not yet adopted;
the disclosure of the remuneration of key management personnel; and
disclosure of related-party transactions with other wholly owned members of
Warehouse REIT plc.
In addition, and in accordance with FRS 101, further disclosure exemptions have been
adopted because equivalent disclosures are included in the Company’s consolidated
financial statements. These financial statements do not include certain disclosures in
respect of:
• financial instruments;
fair value measurement
The financial statements have been prepared under the historical cost convention. The
audited financial statements are presented in Pound Sterling and all values are rounded to
the nearest thousand pounds (£’000), except when otherwise indicated.
The Company has taken advantage of the exemption in section 408 of the Companies Act
2006 not to present its own statement of comprehensive income.
The financial statements of the Company follow the accounting policies laid out on pages
113to 131.
In the course of preparing the financial statements, no judgements or estimates have been
made in the process of applying the accounting policies that have had a significant effect
on the amounts recognised in the financial statements.
36. INVESTMENT IN SUBSIDIARY COMPANIES
31 March
2025
£’000
31 March
2024
£’000
Investment in subsidiary companies
Total carrying value
25,244
25,244
Total
25,244
25,244
31 March
2025
£’000
31 March
2024
£’000
Investments in subsidiary companies
Tilstone Holdings Limited
21,017
21,017
Tilstone Warehouse Holdco Limited
4,227
4,227
25,244
25,244
Accounting policy
Investments in subsidiary companies are included in the statement of financial position at
cost less impairment.
Where the carrying value of the investment exceeds its recoverable amount (the higher of
value-in-use and fair value less costs to sell), the investment is impaired accordingly.
Impairment charges are included in Company profit or loss.
37. CASH AND CASH EQUIVALENTS
31 March
2025
£’000
31 March
2024
£’000
Cash and cash equivalents
691
2,120
Cash in transit
6,063
Total
691
8,183
Cash in transit comprises £nil million (31 March 2024: £6.1 million) of cash held by the
Company’s Registrar to fund the shareholder dividend, less withholding tax, which was
paid on 11 April 2025 as disclosed in note 11.
134
38. OTHER RECEIVABLES
31 March
2025
£’000
31 March
2024
£’000
Prepayments
142
60
Other receivables
928
565
Amount due from subsidiaries
27,000
27,000
Current receivables
28,070
27,625
Amount due from subsidiaries
294,142
276,570
Non-current receivables
294,142
276,570
Loans due from subsidiary companies are unsecured, interest free and repayable on
demand. The Directors have reviewed the Company’s cash flow forecast and presented the
amount expected to be received within 12 months as current. The Directors do not expect
any further amounts to be paid within 12 months and as such the remaining balance has
been classified as non-current assets.
The amounts due from subsidiaries are not considered to carry any material credit risk,
being from related parties that remain trading in their normal capacity.
39. OTHER PAYABLES AND ACCRUED EXPENSES
31 March
2025
£’000
31 March
2024
£’000
Other expenses payable
1,984
1,652
Amounts due to subsidiaries
5,915
27,151
Total
7,899
28,803
40. RELATED-PARTY TRANSACTIONS
The Company has taken advantage of the exemption not to disclose transactions with
other members of the Group as the Company’s own financial statements are presented
together with its consolidated financial statements.
For all other related-party transactions make reference to note 29 of the Group’s financial
statements.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
135
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
THINKING INSIDE THE BOX
UNAUDITED SUPPLEMENTARY NOTES NOT PART OF THE CONSOLIDATED FINANCIAL INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025
The Group is a member of the European Public Real Estate Association (“EPRA”). EPRA
has developed and defined performance measures to give transparency, comparability
and relevance of financial reporting across entities that may use different accounting
standards.
The Group presents adjusted earnings per share (“EPS”), dividends per share, total
accounting return, total cost ratio, LTV ratio and EPRA Best Practices Recommendations,
calculated in accordance with EPRA guidance, as Alternative Performance Measures
(“APMs”) to assist stakeholders in assessing performance alongside the Group’s statutory
results reported under IFRS. APMs are among the key performance indicators used by the
Board to assess the Group’s performance and are used by research analysts covering the
Group.
EPRA Best Practices Recommendations have been disclosed to facilitate comparison with
the Group’s peers through consistent reporting of key real estate specific performance
measures. Certain other APMs may not be directly comparable with other companies’
adjusted measures and are not intended to be a substitute for, or superior to, any IFRS
measures of performance.
TABLE 1: EPRA PERFORMANCE MEASURES SUMMARY
Notes
2025
2024
(Restated)
EPRA EPS (pence)
Table 2
5.1
4.8
EPRA cost ratio (including direct vacancy cost)
Table 6
28.1%
24.4%
EPRA cost ratio (excluding direct vacancy cost)
Table 6
22.8%
23.4%
EPRA NDV per share (pence)
Table 3
129.5
126.1
EPRA NRV per share (pence)
Table 3
140.9
137.3
EPRA NTA per share (pence)
Table 3
128.0
124.4
EPRA NIY
Table 4
4.9%
5.4%
EPRA ‘topped-up’ net initial yield
Table 4
5.3%
5.6%
EPRA vacancy rate
Table 5
8.5%
3.6%
EPRA LTV
Table 10
30.5%
34.2%
TABLE 2: EPRA INCOME STATEMENT AND EARNINGS
PERFORMANCE MEASURES
Notes
Year ended
31 March
2025
£’000
Year ended
31 March
2024
(Restated)
£’000
Total property income
3
51,911
51,026
Less: service charge income
3
(3,280)
(3,853)
Less: dilapidation income
3
(3,417)
(1,652)
Less: insurance recharged
3
(1,432)
(1,496)
Rental income (A)
43,782
44,025
Property operating expenses
4
(5,453)
(4,330)
Service charge expenses
4
(3,596)
(4,068)
Add back: service charge income
3
3,280
3,853
Add back: dilapidation income
3
3,417
1,652
Add back: insurance recharged
3
1,432
1,496
Adjusted gross profit (B)
42,862
42,628
Administration expenses
4
(7,830)
(7,605)
Adjusted operating profit before interest and tax
35,032
35,023
Finance income
7
8,350
8,460
Finance expenses
8
(24,509)
(24,566)
Add back: Losses associated with early close-out of
debt (see note 17)
3,119
1,688
Adjusted profit before tax
21,992
20,605
Tax on adjusted profit
Adjusted earnings
21,992
20,605
Less: surrender premium received
(380)
EPRA earnings
21,612
20,605
Weighted average number of shares in issue
(thousands)
424,862
424,862
EPRA EPS (pence)
5.1
4.8
Adjusted EPS (pence)
5.2
4.8
Gross to net rental income ratio (B/A)
97.90%
96.83%
The adjusted earnings per share reflects our ability to generate earnings from our portfolio.
136
TABLE 2: EPRA INCOME STATEMENT AND EARNINGS PERFORMANCE
MEASURES
CONTINUED
In September 2024, the European Public Real Estate Association’s guidelines for
the calculation of EPRA earnings were updated to include the interest from financial
derivatives, effective from 1 October 2024 onwards; the comparative has been restated to
reflect the change in guidance in line with the calculation of adjusted earnings.
The Group has also included additional earnings measures called ‘Adjusted Earnings’ and
includes premiums received during the year in compensation for rental income foregone
for surrendering a lease early.
The Board deems this a more relevant indicator of core earnings as it reflects our ability to
generate earnings from our portfolio.
TABLE 3: EPRA BALANCE SHEET AND NET ASSET VALUE
PERFORMANCE MEASURES
In line with the European Public Real Estate Association (“EPRA”) published Best Practice
Recommendations (“BPR”) for financial disclosures by public real estate companies, the
Group presents three measures of net asset value: EPRA net disposal value (“NDV”), EPRA
net reinstatement value (“NRV”) and EPRA net tangible assets (“NTA”). EPRA NTA is
considered to be the most relevant measure for Warehouse REIT’s operating activities.
As at 31 March 2025
EPRA NDV
£’000
EPRA NRV
£’000
EPRA NTA
£’000
Total properties
1
805,400
805,400
805,400
Net borrowings
2
(260,611)
(260,611)
(260,611)
Other net liabilities
5,317
5,317
5,317
IFRS NAV
550,106
550,106
550,106
Exclude: fair value of interest rate derivatives
(6,311)
(6,311)
Include: real estate transfer tax
3
54,767
NAV used in per share calculations
550,106
598,562
543,795
Number of shares in issue (thousands)
424,862
424,862
424,862
NAV per share (pence)
129.5
140.9
128.0
As at 31 March 2024
EPRA NDV
£’000
EPRA NRV
£’000
EPRA NTA
£’000
Total properties
1
810,220
810,220
810,220
Net borrowings
2
(268,032)
(268,032)
(268,032)
Other net liabilities
(6,599)
(6,599)
(6,599)
IFRS NAV
535,589
535,589
535,589
Exclude: fair value of interest rate derivatives
(7,241)
(7,241)
Include: real estate transfer tax
3
55,095
NAV used in per share calculations
535,589
583,443
528,348
Number of shares in issue (thousands)
424,862
424,862
424,862
NAV per share (pence)
126.1
137.3
124.4
1
Professional valuation of investment property (including assets held for sale).
2
Comprising interest-bearing loans and borrowings (excluding unamortised loan arrangement fees) of £269,000,000
(31 March 2024: £284,000,000) net of cash of £8,389,000 (31 March 2024: £15,968,000).
3
EPRA NTA and EPRA NDV reflect IFRS values which are net of real estate transfer tax. Real estate transfer tax is
added back when calculating EPRA NRV.
EPRA NDV details the full extent of liabilities and resulting shareholder value if Company
assets are sold and/or if liabilities are not held until maturity. Deferred tax and financial
instruments are calculated as to the full extent of their liability, including tax exposure not
reflected in the statement of financial position, net of any resulting tax.
EPRA NTA assumes entities buy and sell assets, thereby crystallising certain levels of
deferred tax liability.
EPRA NRV highlights the value of net assets on a long-term basis and reflects what would
be needed to recreate the Company through the investment markets based on its current
capital and financing structure. Assets and liabilities that are not expected to crystallise
in normal circumstances, such as the fair value movements on financial derivatives and
deferred taxes on property valuation surpluses, are excluded. Costs such as real estate
transfer taxes are included.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
137
THINKING INSIDE THE BOX
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
TABLE 4: EPRA NET INITIAL YIELD
31 March
2025
£’000
31 March
2024
£’000
Total properties per external valuers’ report
805,400
810,220
Less development property and land
(68,880)
(78,493)
Net valuation of completed investment property
736,520
731,727
Add estimated purchasers’ costs
4
50,083
49,757
Gross valuation of completed property including estimated
purchasers’ costs (A)
786,603
781,484
Gross passing rents
5
(annualised)
40,849
42,920
Less irrecoverable property costs
5
(2,122)
(613)
Net annualised rents (B)
38,727
42,307
Add notional rent on expiry of rent-free periods or other
lease incentives
6
2,968
1,654
‘Topped-up’ net annualised rents (C)
41,695
43,961
EPRA NIY (B/A)
4.9%
5.4%
EPRA ‘topped-up’ net initial yield (C/A)
5.3%
5.6%
4
Purchasers’ costs estimated at 6.8%.
5
Gross passing rents and irrecoverable property costs assessed as at the balance sheet date for completed investment
properties excluding development property and land.
6
Adjustment for unexpired lease incentives such as rent-free periods, discounted rent period and step rents. The
adjustment includes the annualised cash rent that will apply at the expiry of the lease incentive. Rent-frees periods
expire over a weighted average period of three months’ passing rents. Irrecoverable property costs assessed as at the
balance sheet date for completed investment properties excluding development property and land.
EPRA NIY represents 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. It is a
comparable measure for portfolio valuations designed to make it easier for investors to
judge for themselves how the valuation of portfolio X compares with portfolio Y.
EPRA ‘topped-up’ NIY incorporates an adjustment to the EPRA NIY in respect of the
expiration of rent-free periods (or other unexpired lease incentives such as discounted rent
periods and step rents).
NIY as stated in the Investment Advisor’s report calculates net initial yield on topped-up
annualised rents but does not deduct non-recoverable property costs.
TABLE 5: EPRA VACANCY RATE
31 March
2025
£’000
31 March
2024
£’000
Annualised ERV of vacant premises (D)
4,638
1,907
Annualised ERV for the investment portfolio (E)
54,525
53,488
EPRA vacancy rate (D/E)
8.5%
3.6%
EPRA vacancy rate represents ERV of vacant space divided by ERV of the completed
investment portfolio, excluding development property and land. It is a pure measure of
investment property space that is vacant, based on ERV.
TABLE 6: TOTAL COST RATIO/EPRA COST RATIO
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Property operating expenses
5,453
4,330
Service charge expenses
3,596
4,068
Add back service charge income
(3,280)
(3,853)
Add back insurance recharged
(1,432)
(1,496)
Net property operating expenses
4,337
3,049
Administration expenses
7,830
7,605
Less ground rents
7
(164)
(165)
Total cost including direct vacancy cost (F)
12,003
10,489
Direct vacancy cost
(2,261)
(455)
Total cost excluding direct vacancy cost (G)
9,742
10,034
Rental income
43,402
44,025
Surrender premium
380
Less ground rents paid
(1,034)
(1,074)
Gross rental income less ground rents (H)
42,748
42,951
Less direct vacancy cost
(2,261)
(455)
Net rental income less ground rents
40,487
42,496
Total cost ratio including direct vacancy cost (F/H)
28.1%
24.4%
Total cost ratio excluding direct vacancy cost (G/H)
22.8%
23.4%
7
Ground rent expenses included within administration expenses such as depreciation of head lease assets.
UNAUDITED SUPPLEMENTARY NOTES NOT PART OF THE CONSOLIDATED FINANCIAL INFORMATION
CONTINUED
FOR THE YEAR ENDED 31 MARCH 2025
138
TABLE 6: TOTAL COST RATIO/EPRA COST RATIO
CONTINUED
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Total cost including direct vacancy cost (F)
12,003
10,489
EPRA total cost including direct vacancy cost (I)
12,003
10,489
Direct vacancy cost
(2,261)
(455)
EPRA total cost excluding direct vacancy cost (J)
9,742
10,034
EPRA cost ratio including direct vacancy cost (I/H)
28.1%
24.4%
EPRA cost ratio excluding direct vacancy cost (J/H)
22.8%
23.4%
EPRA cost ratios represent administrative and operating costs (including and excluding costs of direct vacancy) divided by gross rental income less ground rents. They are a key
measure to enable meaningful measurement of the changes in the Group’s operating costs.
It is the Group’s policy not to capitalise overheads or operating expenses and no such costs were capitalised in either the year ended 31 March 2025 or the year ended 31 March 2024.
TABLE 7: LEASE DATA
As at 31 March 2025
Year 1
£’000
Year 2
£’000
Years 3- 10
£’000
Year 10+
£’000
Head rents
payable
£’000
Total
£’000
Passing rent of leases expiring in:
6,077
3,688
29,713
1,517
(1,326)
39,669
ERV of leases expiring in:
12,278
4,326
35,916
2,220
(1,326)
53,414
Passing rent subject to review in:
11,061
6,096
23,625
213
(1,326)
39,669
ERV subject to review in:
18,292
6,978
29,151
319
(1,326)
53,414
WAULT to expiry is 5.0 years and to break is 3.4 years.
As at 31 March 2024
Year 1
£’000
Year 2
£’000
Years 3- 10
£’000
Year 10+
£’000
Head rents
payable
£’000
Total
£’000
Passing rent of leases expiring in:
7,583
5,642
28,759
2,282
(1,209)
43,057
ERV of leases expiring in:
11,525
6,712
34,103
2,571
(1,209)
53,702
Passing rent subject to review in:
16,208
8,313
19,744
1
(1,209)
43,057
ERV subject to review in:
22,714
9,583
22,613
1
(1,209)
53,702
WAULT to expiry is 5.0 years and to break is 4.1 years.
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
139
THINKING INSIDE THE BOX
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
TABLE 8: EPRA CAPITAL EXPENDITURE
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Acquisitions
8
40,923
Development spend
9
2,195
8,191
Completed investment properties:
10
No incremental lettable space — like–for–like portfolio
6,565
3,327
No incremental lettable space — other
Occupier incentives
Total capital expenditure
49,683
11,518
Conversion from accruals to cash basis
9,949
653
Total capital expenditure on a cash basis
59,632
12,171
8
Acquisitions include £40.9 million completed investment property and £nil development property and land
(2024: £nil and £nil respectively).
9
Expenditure on development property and land.
10
Expenditure on completed investment properties.
TABLE 9: EPRA LIKE-FOR-LIKE RENTAL INCOME
Notes
Fair value
as at
31 March
2025
£’000
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
% change
EPRA like-for-like rental
income
11
38,555
36,995
4.2%
Other
12
188
-
Adjusted like–for–like
rental income
693,020
38,743
36,995
4.7%
Development lettings
68,880
109
145
Properties acquired
43,500
2,015
-
Properties sold
2,535
6,885
Rental income
43,402
44,025
Surrender premium
380
Service charge income
3,280
3,853
Dilapidation income
3,417
1,652
Insurance recharged
1,432
1,496
Total property income
3
805,400
51,911
51,026
11
Like-for-like portfolio valuation as at 31 March 2025: £693.0 million (31 March 2024: £595.6 million).
12
Includes rent surrender premiums, back rent and other items.
TABLE 10: LOAN TO VALUE (“LTV”) RATIO AND EPRA LTV
Gross debt less cash, short–term deposits and liquid investments, divided by the
aggregate value of properties and investments. The Group has also opted to present the
EPRA loan to value, which is defined as net debt divided by total property market value.
Notes
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Interest-bearing loans and borrowings
17
269,000
284,000
Cash
15
(8,389)
(15,968)
Net debt (A)
260,611
268,032
Total portfolio valuation per valuer’s report (B)
13, 14
805,400
810,220
LTV ratio (A/B)
32.4%
33.1%
EPRA LTV
Notes
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Interest-bearing loans and borrowings
1
17
269,000
284,000
Net payables
2
(8,912)
16,646
Cash
15
(8,389)
(15,968)
Net borrowings (A)
251,699
284,678
Investment properties at fair value
13, 14
805,400
810,220
Interest rate derivatives
18
6,311
7,241
Head lease obligation
13, 19
13,823
14,185
Total property value (B)
825,534
831,646
EPRA LTV (A/B)
30.5%
34.2%
1
Excludes unamortised loan arrangement fees asset of £0.7 million (2024: £3.6 million) (see note 17).
2
Net payables includes trade and other receivables and other payables and accrued expenses.
UNAUDITED SUPPLEMENTARY NOTES NOT PART OF THE CONSOLIDATED FINANCIAL INFORMATION
CONTINUED
FOR THE YEAR ENDED 31 MARCH 2025
140
TABLE 11: TOTAL ACCOUNTING RETURN
The movement in EPRA NTA over a period plus dividends paid in the period, expressed as
a percentage of the EPRA NTA at the start of the period.
Notes
Year ended
31 March
2025
Pence per
share
Year ended
31 March
2024
Pence per
share
Opening EPRA NTA (A)
124.4
122.6
Movement (B)
3.6
1.8
Closing EPRA NTA
24
128.0
124.4
Dividends per share (C)
11
6.4
6.4
Total accounting return (B+C)/A
8.0%
6.7%
TABLE 12: ONGOING CHARGES RATIO
Ongoing charges ratio represents the costs of running the REIT as a percentage of NAV as
prescribed by the Association of Investment Companies.
Notes
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Administration expenses
4
7,830
7,605
Less: costs associated with moving to Main Market
Less: head lease asset depreciation
(164)
(165)
Annualised ongoing charges (A)
7,666
7,440
Opening NAV as at 1 April
535,589
528,475
NAV as at 30 September
547,100
536,848
Closing NAV as at 31 March
550,106
535,589
Average undiluted NAV during the period (B)
544,597
533,637
Ongoing charges ratio (A/B)
1.4%
1.4%
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
141
THINKING INSIDE THE BOX
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
PROPERTY PORTFOLIO
AS AT 31 MARCH 2025
Estate
Town
Postcode
Area (sq ft)
Air Cargo Centre
Glasgow
PA3 2AY
149,000
Ashmead Industrial Estate
Keynsham
BS31 1TU
38,000
Austin Drive
Coventry
CV6 7NS
33,000
Birkenshaw Retail Park
Uddingston
G71 5PR
67,000
Boulevard Industrial Park
Speke
L24 9PL
390,000
Brackmills Industrial Estate
Northampton
NN4 7PN
335,000
Bradwell Abbey
Milton Keynes
MK13 9HA
335,000
Cairn Court
East Kilbride
G74 4NB
87,000
Chittening Industrial Estate
Bristol
BS11 0YB
199,000
Daimler Green
Coventry
CV6 3LT
139,000
Daneshill Industrial Estate
Basingstoke
RG24 8PD
113,000
Delta Court Industrial Estate
Doncaster
DN9 3GN
58,000
Evolution 27
Nottingham
NG15 0DJ
217,000
Farthing Road Industrial Estate
Ipswich
IP1 5AP
101,000
Gateway Park
Birmingham
B26 3QD
220,000
Gawsworth Court
Warrington
WA3 6NJ
95,000
Glasgow Airport Business Park
Glasgow
PA3 2SJ
53,000
Gloucester Business Park
Gloucester
GL3 4AQ
188,000
Granby Industrial Estate
Milton Keynes
MK1 1NL
147,000
Great Grimsby Business Park
Grimsby
DN37 9TW
139,000
Groundwell Industrial Estate
Swindon
SN25 5AW
89,000
Howley Park Industrial Estate
Morley
LS27 0BN
62,000
Jensen Court
Runcorn
WA7 1PJ
60,000
Kendal House
Burgess Hill
RH15 9NF
27,000
Kingsditch Trading Estate
Cheltenham
GL51 9PL
39,000
Kingsland Grange
Warrington
WA1 4SR
71,000
Knowsley Business Park
Knowsley
L34 9GT
301,000
Leanne Business Centre
Wareham
BH20 4DY
13,000
Lincoln Park
Preston
PR5 8NA
33,000
Linkway Industrial Estate
Middleton
M24 2AE
48,000
Estate
Town
Postcode
Area (sq ft)
Lynx Business Park
Newmarket
CB8 7NY
42,000
Matrix Park
Chorley
PR7 7NA
48,000
Maxwell Road Industrial Estate
Peterborough
PE2 7JE
129,000
Meridian Business Park
Leicester
LE19 1UX
116,000
Midpoint 18
Middlewich
CW10 0HS
725,000
Milner Street
Warrington
WA5 1AD
42,000
Murcar Industrial Estate
Aberdeen
AB23 8JW
126,000
New England Industrial Estate
Hoddesdon
EN11 0BZ
22,000
Nightingale Road Industrial Estate
Horsham
RH12 2NW
22,000
Oldbury Point
Oldbury
B69 4HT
97,000
Queenslie Park
Glasgow
G33 4DZ
395,000
Radway 16
Crewe
CW2 5PR
21,000
Roman Way Industrial Estate
Godmanchester
PE29 2LN
53,000
Roseville Business Park
Leeds
LS8 5DR
29,000
Ryan Business Park
Wareham
BH20 4DY
31,000
Shaw Lane Industrial Estate
Doncaster
DN2 4SQ
66,000
South Fort Trade Park
Edinburgh
EH6 5PE
26,000
South Gyle Industrial Estate
Edinburgh
EH12 9EB
48,000
St James Mill Business Park
Northampton
NN5 5JF
42,000
Stadium Industrial Estate
Luton
LU4 0JF
66,000
Stonebridge Cross Business Park
Droitwich Spa
WR9 0LW
48,000
Sussex Avenue
Leeds
LS10 2LF
30,000
Tewkesbury Business Park
Tewkesbury
GL20 8JF
114,000
Tramway Industrial Estate
Banbury
OX16 5TU
151,000
Ventura Retail Park
Tamworth
B78 3JD
120,000
Viables Business Park
Basingstoke
RG22 4BS
49,000
Wakefield 41 Industrial Estate
Wakefield
WF2 0XW
53,000
Walton Road Industrial Estate
Stone
ST15 0LT
57,000
Webb Ellis Business Park
Rugby
CV21 2NP
45,000
Witan Park Industrial Estate
Witney
OX28 4YQ
112,000
142
EPRA DISCLOSURE
AS AT 31 MARCH 2025
EPRA SBPR
OVERARCHING RECOMMENDATIONS
Organisational boundaries
Our EPRA sBPR reporting covers the Group’s assets for which we exercise operational
control as a landlord. Our investment portfolio includes 60 estates which comprise multiple
individual units as well as single-let assets. On these estates we may be responsible as a
landlord for the consumption relating to common parts, voids, utilities recharged to tenants
and external lighting or other external functions. Therefore, we report on the basis of
operational control which includes 29 estates across the United Kingdom for the reporting
period to 31 March 2025. This encompasses assets disposed of during the year where we
maintained operational control for a portion of the period. The remaining properties are
single or multiple occupancy assets (including small parcels of land and sub stations) with
no utilities purchased by the landlord. The actions of our Investment Advisor, who oversees
all management and administrative duties, are not covered by this report because it is a
separate legal entity from the Group.
Coverage
All absolute performance measures relating to electricity, fuels (natural gas), water and
associated GHG scope 1 and 2 emissions apply to assets for which we, as a landlord,
procure utilities for the common areas, shared services and vacant properties. We also
include occupier data for utilities which have been procured by Warehouse REIT as the
landlord and recharged back to the tenant. For multi-let sites, sub-metered usage is
directly charged to tenants by the Property Manager through ‘on account payments’. The
common areas usage is then included within the service charge.
In addition, for the second year running, our coverage includes some scope 3 emissions data
related to occupier-controlled spaces. This year, we have visibility over occupier electricity
consumption covering 48.0% of our investment portfolio as at year-end, and for the first
year, we are reporting occupier gas consumption, relating to 16 estates within our portfolio.
We have reported absolute coverage for landlord-obtained electricity, natural gas and
water, and for occupier obtained electricity and gas in our EPRA sBPR table. Typically,
we will have visibility of the utility consumption on the basis described above, but
there may be a delay in acquiring the data ahead of publication, in which instance an
estimation is applied (see ‘Estimation of landlord-obtained utility consumption’). Due to
our organisational boundaries, we may only have operational control over one utility type
of electricity, natural gas or water at an estate, but we aggregate total absolute coverage
(based on number of estates) according to control of any utility-type.
Like-for-like performance indicators include associated meters within our organisation
boundaries for which we collected data for two consecutive years and excludes meters
attached to sold units, acquired units, units under development or meters with a change
to operational control boundaries partway through a reporting period. Our like-for-like
coverage has been reported for electricity, natural gas and water in our EPRA sBPR table.
While this is our second year of reporting scope 3 emission data, an earlier time period
was taken this year meaning that a like-for-like comparison was not possible. This will be
included in subsequent reports.
Scope 3 emissions reporting
For this reporting period, we have established a scope 3 carbon baseline using site-
level electricity and gas consumption data for occupier-controlled spaces as of
31 December 2024. This baseline serves as a fundamental reference point for our ongoing
emissions reduction efforts and is integral to our net zero pathway.
For this financial year, our methodology for reporting scope 3 data is at individual meter
level where known. This approach provides a detailed view of energy use across our
portfolio. To achieve this, a third-party property manager utilises their direct access to
industry data to provide an annual total figure for scope 3 electricity and natural gas
consumption. This data is collected and recorded by utility suppliers on their respective
national databases. In some instances, we use data from the prior year, where it has been
collected from the occupier, or our own energy dashboard.
We are committed to ongoing improvement in our scope 3 data collection and reporting
processes. As we refine our methodologies, we anticipate providing increasingly
comprehensive and accurate reports on our entire portfolio’s environmental impact,
including both landlord-controlled and occupier-controlled spaces.
Boundaries
Our EPRA sBPR data encompasses two categories of consumption. The first category
includes utilities that we purchase as landlords relating to common parts, voids, utilities
recharged to tenants and external lighting or other external functions for which we
are responsible. The second category covers occupier-obtained electricity and gas
consumption. It is important to note that utilities purchased by councils remain outside of
our operational control and are therefore excluded from this data.
Estimation of landlord-obtained utility consumption
Where possible, the data is collected from invoices and/or meter readings. If invoices
were not available at the time of publication, consumption estimates were made. These
estimates are based on the most recent invoices for the corresponding time period.
Proportion of estimation per utility type has been shown in our EPRA sBPR table.
Analysis-normalisation
Our calculations for energy, emissions and water intensity indicators are calculated using
a floor area (m²). Our utility consumption data for some meters are limited to common
spaces exclusively while in other instances consumption can include shared services, void
properties, outside space and occupier areas where there are no submeters. We are aware
of mismatches this can cause between the numerator and denominator when using floor
areas of estates or entire units. We are working to better track our consumption as it
relates to the asset area and organisational boundaries at a unit level.
We are continuously working to improve our tracking of consumption as it relates to asset
areas and organisational boundaries at a unit level. As part of this ongoing effort, in this
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ADDITIONAL INFORMATION
reporting period, we have successfully identified consumption related to outdoor spaces
such as security huts or external lighting. This will allow us to allocate consumption to the
associated areas of the units across our estates.
Furthermore, we have identified units for which we can account for the whole building’s
consumption, for example based on landlord recharges to the tenant. Due to these
significant improvements in our methodology during this reporting period, a like-for-like
intensity comparison between 2023/24 and 2024/25 is not applicable. The granularity of
consumption by area that we now have was not available in the previous year, making direct
comparisons unsuitable.
Analysis-segmental analysis (by property type, geography)
The property classification utilised in our financial reporting guides our segmental analysis,
classifying our investment portfolio as urban warehouse assets. As all assets are in the
United Kingdom, further segmental analysis by geography is not applicable.
Reporting period
While we report on absolute performance measures and intensity metrics for the most
recent reporting year (ending 31 March 2025), the like-for-like performance measures are
reported for the last two consecutive years (ending 31 March 2024 and 2025).
Disclosure on own offices
Our Investment Advisor has their own office, and their consumption and employee-related
performance measures are outside the scope of our organisational boundaries as it is a
separate legal entity. Nonetheless, for this reporting period, we have disclosed additional
social metrics relating to the Board and employees of the Investment Advisor, found in the
EPRA sBPR tables below.
Data verification and assurance
Before being entered into the Company reporting database, all generated data is checked
for consistency and coherence. A third-party does not currently conduct external verification
or assurance.
Materiality
In this report we focus on EPRA sBPR measures that are material to our business. Therefore,
in accordance with our materiality assessment (see www.warehousereit.co.uk/esg/material-
issues), we have excluded the following performance measures from our reporting: DH&C-
Abs and DH&C-LfL as no district heating or cooling is procured across our portfolio.
Waste-Abs and Waste-LfL have been excluded as we have no control over operational
waste, which is generated solely by our occupiers. The EPRA sBPR does not apply to waste
created by our development operations. Nonetheless as part of our sustainability strategy,
we have set a long-term goal of reducing waste from developments.
Narrative on performance
During the year ending 31 March 2025, absolute landlord-obtained electricity consumption
was 1,319,065 kWh and fuel consumption (natural gas) for the same time period was 424,713
kWh. Equating to an energy intensity (electricity and gas) of 9.33 kWh per m2 across all
included properties.
Landlord-obtained electricity consumption on a like-for-like basis decreased by 21.9%
compared to the year ending March 2024. A significant portion of the reduction in electricity
consumption (around 70% of the overall reduction) can be attributed to Knowsley Business
Park, which was vacated on 2 July 2024, following a period of reduced operations. The
unit, previously used for charging and supplying electronic tags, saw a substantial drop in
electricity usage due to its specialized nature and subsequent vacancy.
Furthermore, landlord-obtained fuel consumption decreased by 59.6% on a like-for-like
basis, compared to the year ending March 2024.
The total absolute scope 1 and 2 emissions from building energy consumption were 350.8
tonnes of CO
2
e, an increase of 5.2% from the previous year, resulting in an intensity of 1.65
kg CO
2
e/m2/year. At the end of the reporting period, electricity meters within the landlord
operational control were supplied on contracts from REGO-backed renewable electricity,
covering 100% of the reported meters. During the reporting period, there may be periods of
consumption that were not supplied with renewable electricity, during a transition in utility
contracts. Warehouse REIT does not currently have visibility of this on a kWh amount basis.
Like-for-like scope 1 emissions decreased by 59.6% while scope 2 emissions decreased
by 21.9% giving an overall like-for-like scope 1 and 2 emission reduction of 30.8%. It’s
important to note that the like-for-like comparison comprised just two assets for fuel
(scope 1) and 13 assets for electricity (scope 2). This limited like-for-like sample for fuel
consumption, in particular, means that changes at a single asset can significantly skew
the overall percentage. With only two assets in the fuel consumption comparison, any
substantial change in one asset’s consumption can lead to a disproportionate effect on the
overall percentage reduction. Therefore, while the 59.6% decrease in scope 1 emissions is
noteworthy, it should be interpreted with caution given the small sample size.
Regarding scope 3 emissions, total occupier emissions amounted to 4,407 tCO
2
e for the
year ending 31 March 2025, compared to 2,900 tCO
2
e reported for the prior financial year.
However, note that emissions due to gas consumption were not included in FY24 data and
that visibility over occupier electricity consumption was 48.0% in FY25 compared to an
estimated 39.4% in FY24
1
. Occupier gas consumption in FY25 was recorded at 7,147,483kWh,
covering 16 estates within our portfolio.
Absolute water consumption for the year ending 31 March 2025 was 70,615 m
3
, representing
a water intensity of 1.87 m
3
per m2. Like-for-like water consumption increased by 78%. This
substantial increase can be primarily attributed to one site, Knowsley Business Park, which
experienced a 91% year-on-year increase in consumption. Following an investigation, two key
issues were identified: a water leak at the meter and an error in reporting the consumption
data for the previous year. These factors have significantly contributed to the apparent
sharp increase in year-on-year water usage, exaggerating the difference between the two
reporting periods.
EPRA DISCLOSURE
CONTINUED
AS AT 31 MARCH 2025
1
FY24 data was provided on an asset basis to preserve anonymity but this requirement did not apply in FY25 when data was
provided on a unit basis, enabling the sq ft coverage to be more accurately reported
144
Consumption data from previous reporting periods has been updated as we received more accurate figures from invoices and meter readings that were received after publication of our last
report. This restatement of data has had a notable impact on the estimation percentages for the year ending 31 March 2024, as more actual data for that year is now available.
Our analysis of Energy Performance Certificates is available on page 44. For the year ending 31 March 2025 there are no properties in our portfolio with green building certification
(BREEAM, LEED or similar).
EPRA SUSTAINABILITY PERFORMANCE MEASURES (ENVIRONMENTAL)
EPRA Code
Performance Measure
Unit
Scope
Absolute
2023/2024
Absolute
2024/2025
1
Like-for-like
2022/2023
Like-for-like
2024/2025
Like-for-Like
Change (%)
Elec-Abs, Elec-LfL
Total electricity consumption
kWh
Total landlord-obtained
electricity
1,181,776
1,319,065
1,010,860
789,803
-21.9%
No. applicable estates
18 of 18
20 of 20
13 of 13
n/a
Proportion of absolute electricity from
renewable contracts
%
100%
100%
100%
100%
0%
Proportion of electricity estimated
%
3.8%
9.7%
3.1%
8.4%
5.2%
Total occupier electricity consumption
kWh
Total occupier-obtained
electricity
14,003,628
14,968,690
n/a
n/a
n/a
No. applicable properties
40
46
n/a
n/a
n/a
Fuels-Abs,
Fuels-LfL
Fuel consumption
kWh
Total landlord-obtained fuels
485,032
424,713
352,311
142,315
-59.6%
No. applicable properties
9 of 11
9 of 9
2 of 2
n/a
Proportion of fuels estimated
%
7.7%
6.7%
8.1%
3.1%
-5.0%
Total occupier fuel consumption
kWh
Total occupier-obtained
electricity
n/a
7,147,483
n/a
n/a
n/a
No. applicable properties
n/a
16
n/a
n/a
n/a
Energy-Int
Building energy intensity
kWh/sq m
Building energy intensity
7.97
9.33
n/a
2
GHG-Dir-Abs,
GHG-Dir-LfL
Total direct greenhouse gas (“GHG”)
emissions
tCO
2
e
Direct – scope 1
88.7
77.7
64.4
26.0
-59.6%
GHG-Indir-Abs
GHG-Indir-LfL
Total indirect greenhouse gas (“GHG”)
emissions
tCO
2
e
Indirect – scope 2
(location-based)
244.7
273.1
209.3
163.5
-21.9%
GHG-Indir-Abs
(scope 3)
Total occupier emissions
tCO
2
e
Indirect – scope 3
2,900
3
4,407
n/a
GHG-Dir, GHG-Indir
Total indirect greenhouse gas (“GHG”)
emissions
tCO
2
e
Scopes 1 & 2 greenhouse gas
(“GHG”) emissions
333.4
350.8
273.8
189.6
-30.8%
GHG-Int
Greenhouse gas (“GHG”) emissions intensity
from building energy consumption
kg CO
2
e/sq m
Scopes 1 & 2 greenhouse gas
(“GHG”) emissions
1.47
1.65
n/a
Water-Abs, Water-LfL
Water consumption (mains supply)
m
3
Total landlord-obtained
water
41,954
70,615
39,027
69,550
78%
No. applicable estates
12 of 12
11 of 14
7 of 7
n/a
Proportion of water estimated
%
10.0 %
8.6%
9.3%
8.7%
-0.6%
Water-Int
Building water intensity
m
3
/sq 2/year
Building water intensity
0.70
1.87
n/a
1
Radway Green is excluded from the energy reporting as it is classified as a development site. Although some remaining buildings on the site still have active utilities, these are not included in the overall energy consumption figures due to the site’s
development status.
2
As a result of the ongoing improvement to methodology which has been implemented in this reporting period, a like-for-like intensity comparison of 2023/24 and 2024/25 is not applicable, as the granularity of consumption by area was not available
last year.
3
Gas consumption data for the 2024 reporting period has been excluded from this total. As a result, the reported scope 3 emissions for 2024 reflect only electricity-related emissions.
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ADDITIONAL INFORMATION
EPRA SUSTAINABILITY PERFORMANCE MEASURES (SOCIAL AND GOVERNANCE)
EPRA Code
Indicator
Units of measure
Category
Year end 31 March
2024
Year end 31 March
2025
Diversity-Emp
Gender by level
Ratio
Board (M:F)
66:34
66:34
Investment Advisor (M:F)
55:45
71:29
Diversity-Pay
Male and female remuneration by level
Ratio
Board
12.5% mean
12.5% mean
Investment Advisor
54.3% mean
66.0% mean
Emp-Training
Average hours of training per employee
Number of hours
All employees
14
13
Emp-Dev
Employees receiving performance appraisals
% of employees
Total
100%
100%
Emp-Turnover
Direct employees
Number of employees
Total number of employees
17
14
Total number of new hires
2
1
Total turnover (departures)
2
4
Rate of new hires in %
%
11.8%
7.1%
Rate of turnover in %
11.8%
24%
H&S-Emp
Absentee rate
per days scheduled
Direct employees
0.1
0.2
Injury rate
per 100 hours worked
0
0
Lost-day rate
Days per employee
0
0
Number of work-related fatalities
0
0
H&S-Asset
% of assets
%
Asset health and safety assessments
100%
100%
H&S-Comp
Number of assets
Total number
Number of incidents; unresolved within the
required timeframe
0
0
Gov-Board
Board composition
Total number
Number of Non-Executive Board members
6
6
Number of independent Non-Executive
Board members
4
4
Average tenure on the governance body
(years)
See pages 73 to 74
Number of independent/Non-Executive
Board members with competencies
relating to environmental and social topics
2
2
Gov-Selec
Board selection
Narrative
See page 85
Gov-COI
Conflicts of Interest
Narrative
See page 81
EPRA DISCLOSURE
CONTINUED
AS AT 31 MARCH 2025
146
Health and safety
The health and safety assessment of the assets conducted by our managing agents on an
annual basis covers:
General hazards and risk assessment
• Fire safety
• Water hygiene
Progress on existing hazards identified
Any specific risks related to a particular site
Community engagement
By meeting health and safety requirements, conducting impact assessments and
undertaking wider consultations required as part of the planning approval process for
new developments, we ensure that key decisions relating to the portfolio consider our
impact on local communities. As there were no new developments for the year ending
31 March 2025, the performance measure Comty-Eng is not applicable. For more
information refer to the stakeholder engagement section on pages 26 to 28.
Tilstone has continued to support communities local to our assets, focusing on Milton
Keynes. We have again worked with Bus Shelter, an organisation helping homeless people
in the city, and two of our team participated in the Milton Keynes CEO Sleepout, raising
money and awareness for homelessness in the area. In addition, four members of our team
have volunteered at the Unity MK homeless shelter café.
Governance
Governance performance measures relate to the Board and the employees of the
Investment Advisor. On pages 71 to 75 we outline the full background information
including the Board profile, the nomination procedures and the process for managing
potential conflicts of interests. Our commitment to strong governance practices has
yielded positive results. Notably, our MSCI rating improved this year from ‘BB’ to ‘BBB’,
reflecting our ongoing efforts to enhance our governance framework and transparency.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
The Company was incorporated on 24 July 2017. This Annual Report and Financial
Statements covers the period from 1 April 2023 to 31 March 2024.
The Company’s ordinary shares were admitted to trading on AIM on 20 September 2017
following IPO and the Group’s operations therefore commenced on this date.
CAPITAL STRUCTURE
The Company’s share capital consists of ordinary shares of £0.01 each. At shareholder
meetings, members present in person or by proxy have one vote on a show of hands and
on a poll have one vote for each ordinary share held. Shareholders are entitled to receive
such dividends as the Directors resolve to pay out of the assets attributable to ordinary
shares. Holders of ordinary shares are entitled to participate in the assets of the Company
attributable to the ordinary shares in a winding up of the Company. The ordinary shares
are not redeemable.
As at the date of this report, there were 424,861,650 ordinary shares in issue, none of
which are held in treasury.
INVESTMENT OBJECTIVE
The Company’s investment objective is to provide shareholders with an attractive level
of income together with the potential for income and capital growth by investing in a
diversified portfolio of UK commercial property warehouse assets.
INVESTMENT POLICY
The Company may acquire property interests either directly or through corporate
structures (whether onshore UK or offshore) and also through joint venture or other
shared ownership or co-investment arrangements.
The Company invests and manages its portfolio with an objective of spreading risk and, in
doing so, maintains the following investment restrictions:
the Company will only invest, directly or indirectly, in warehouse assets located in
the UK;
no individual warehouse property will represent more than 20% of the last published
GAV of the Company at the time of investment;
the Company will target a portfolio with no one occupier accounting for more than
20% of the gross contracted rents of the Company at the time of purchase. In any
event, no more than 20% of the gross assets of the Company will be exposed to the
creditworthiness of any one occupier at the time of purchase;
the portfolio will be diversified by location across the UK with a focus on areas with
strong underlying investment fundamentals; and
the Company will not invest more than 10% of its gross assets in other listed closed-
ended investment funds.
The Company considers investments where there is potential for active asset
management, including general refurbishment works.
The aggregate maximum exposure to assets under development, assessed on a cost basis,
will not exceed 20 per cent. of Gross Asset Value.
The Company may, provided that the exposure to these assets is within the overall
exposure limits stated above, invest directly, or via forward funding agreements or forward
commitments, in developments including pre-developed land, where the structure is:
(i) designed to provide the Company with investment rather than development risk;
(ii)
where the development has been at least partially pre-let or sold or de-risked in a
similar way; and
(iii) where the Company intends to hold the completed development as an
investment asset.
The Company may, where considered appropriate, undertake an element of speculative
development (that is, development of property which has not been at least partially
leased or pre-leased or de-risked in a similar way and does not include the usual asset
management activity of refurbishment and/or extension of existing holdings), provided
that the exposure to these assets, assessed on a cost basis shall not exceed 10% of Gross
Asset Value (as noted in the restriction above).
The Company is permitted to invest cash, held by it for working capital purposes
and awaiting investment, in cash deposits and gilts. The Company may also invest in
derivatives for the purpose of efficient portfolio management. In particular, the Company
may engage in interest rate hedging or otherwise seek to mitigate the risk of interest rate
increases as part of the Company’s efficient portfolio management strategy.
The Company will maintain a conservative level of borrowings with a medium-term
target LTV ratio of not higher than 40% which would be the optimal capital structure
for the Company over the longer term. However, in order to finance value enhancing
opportunities, the Company may temporarily incur additional gearing, subject to a
maximum LTV ratio of 50%, at the time of an arrangement.
In the event of a breach of the investment guidelines and restrictions set out above, the
AIFM and the Investment Manager shall inform the Directors upon becoming aware of the
breach and, if the Directors consider the breach to be material, notification will be made
to a Regulatory Information Service. Any material change to the investment policy of the
Company may only be made with the approval of shareholders.
The Company invests and manages its portfolio with an objective of spreading risk and, in
doing so, maintains the following investment restrictions:
SHARE DEALING AND SHARE PRICES
Shares can be traded through your usual stockbroker. The Company’s shares are admitted
to trading on the London Stock Exchange’s Main Market.
SHAREHOLDER INFORMATION
148
SHARE REGISTER ENQUIRIES
The register for the ordinary shares is maintained by Link Group. In the event of queries
regarding your holding, please contact the Registrar on 0371 664 0300. You can also email
enquiries@linkgroup.co.uk.
Changes of address and mandate details can be made over the telephone, but all
other changes to the register must be notified in writing to the Registrar: Link Group,
Shareholder Services, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
ELECTRONIC COMMUNICATIONS FROM THE COMPANY
Shareholders now have the opportunity to be notified by email when the Company’s
Annual Report, Half-yearly Report and other formal communications are available on the
Company’s website, instead of receiving printed copies by post. This has environmental
benefits in the reduction of paper, printing, energy and water usage, as well as reducing
costs to the Company.
If you have not already elected to receive electronic communications from the Company
and wish to do so, please contact the Registrar using the details shown on page 153.
Please have your investor code to hand.
SHARE CAPITAL AND NET ASSET VALUE INFORMATION
Ordinary 1p shares
424,861,650
SEDOL Number
BD2NCM3
ISIN Number
GB00BD2NCM38
SOURCES OF FURTHER INFORMATION
Copies of the Company’s Annual and Half-yearly Reports are available from the Company
Secretary who can be contacted on 01392 477500 and, together with stock exchange
announcements and further information on the Company, are also available on the
Company’s website, www.warehousereit.co.uk.
ASSOCIATION OF INVESTMENT COMPANIES
The Company is a member of the AIC.
FINANCIAL CALENDAR
June 2025
Announcement of final results
September 2025
Annual General Meeting Half-year-end
November 2025
Announcement of half-yearly results
March 2026
Year-end
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ADDITIONAL INFORMATION
GLOSSARY
ADJUSTED EARNINGS PER SHARE (“ADJUSTED EPS”)
EPRA EPS adjusted to exclude one-off costs, divided by the weighted average number of
shares in issue during the year, which ultimately underpins our dividend payments
ADMISSION
The admission of Warehouse REIT plc onto the premium segment of the London Stock
Exchange on 12 July 2022
AGM
Annual General Meeting
AIC
The Association of Investment Companies
AIFM
Alternative Investment Fund Manager
AIFMD
The Alternative Investment Fund Managers Regulations 2013 (as amended by The
Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) and
the Investment Funds
Sourcebook forming part of the FCA Handbook
AIM
A market operated by the London Stock Exchange
APM
An Alternative Performance Measure is a numerical measure of the Company’s current,
historical or future financial performance, financial position or cash flows, other than a
financial measure defined or specified in the applicable financial framework. In selecting
these APMs, the Directors considered the key objectives and expectations of typical
investors
BREEAM
BREEAM (Building Research Establishment Environmental Assessment Method) is a
certification which assesses the sustainability credentials of buildings against a range of
social and environmental criteria
COMPANY
Warehouse REIT plc
CONTRACTED RENT
Gross annual rental income currently receivable on a property plus rent contracted from
expiry of rent-free periods and uplifts agreed at the balance sheet date less any ground
rents payable under head leases
DEVELOPMENT PROPERTY AND LAND
Whole or a material part of an estate identified as having potential for development. Such
assets are classified as development property and land until development is completed
and they have the potential to be fully income generating
EFFECTIVE OCCUPANCY
Total open market rental value of the units leased divided by total open market rental
value excluding assets under development, units undergoing refurbishment and units
under offer to let
EPC
Energy Performance Certificates provide information about a property’s energy use
including an energy efficiency rating from A (most efficient) to G (least efficient) and is
valid for ten years.
EPRA
The European Public Real Estate Association, the industry body for European REITs
EPRA COST RATIO
The sum of property expenses and administration expenses as a percentage of
gross rental income less ground rents, calculated both including and excluding direct
vacancy cost
EPRA EARNINGS
IFRS profit after tax excluding movements relating to changes in fair value of investment
properties, gains/losses on property disposals, changes in fair value of financial
instruments and the related tax effects
EPRA EARNINGS PER SHARE (“EPRA EPS”)
A measure of EPS on EPRA earnings designed to present underlying earnings from core
operating activities based on the weighted average number of shares in issue during
the year
EPRA GUIDELINES
The EPRA Best Practices Recommendations Guidelines October 2019
150
EPRA LIKE-FOR-LIKE RENTAL INCOME GROWTH
The growth in rental income on properties owned throughout the current and previous
year under review. This growth rate includes revenue recognition and lease accounting
adjustments but excludes development property and land in either year and properties
acquired or disposed of in either year
EPRA NDV / EPRA NRV / EPRA NTA PER SHARE
The EPRA net asset value measures figures divided by the number of shares outstanding
at the balance sheet date
EPRA NET DISPOSAL VALUE (“EPRA NDV”)
The net asset value measure detailing the full extent of liabilities and resulting shareholder
value if Company assets are sold and/or if liabilities are not held until maturity. Deferred
tax and financial instruments are calculated as to the full extent of their liability, including
tax exposure not reflected in the statement of financial position, net of any resulting tax
EPRA NET INITIAL YIELD (“EPRA NIY”)
The annualised passing rent generated by the portfolio, less estimated non-recoverable
property operating expenses, expressed as a percentage of the portfolio valuation (adding
notional purchasers’ costs), excluding development property and land
EPRA NET REINSTATEMENT VALUE (“EPRA NRV”)
The net asset value measure to highlight the value of net assets on a long-term basis and
reflect what would be needed to recreate the Company through the investment markets
based on its current capital and financing structure. Assets and liabilities that are not
expected to crystallise in normal circumstances, such as the fair value movements on
financial derivatives and deferred taxes on property valuation surpluses, are excluded.
Costs such as real estate transfer taxes are included
EPRA NET TANGIBLE ASSETS (“EPRA NTA”)
The net asset value measure assuming entities buy and sell assets, thereby crystallising
certain levels of deferred tax liability
EPRA ‘TOPPED-UP’ NET INITIAL YIELD
The annualised passing rent generated by the portfolio, topped up for contracted uplifts,
less estimated non-recoverable property operating expenses, expressed as a percentage
of the portfolio valuation (adding notional purchasers’ costs), excluding development
property and land
EPRA VACANCY RATE
Total open market rental value of vacant units divided by total open market rental value of
the portfolio excluding development property and land
EPS
Earnings per share
EQUIVALENT YIELD
The weighted average rental income return expressed as a percentage of the investment
property valuation, plus purchasers’ costs, excluding development property and land
ERV
The estimated annual open market rental value of lettable space as assessed by the
external valuer
FCA
Financial Conduct Authority
GAV
Gross asset value
GROUP
Warehouse REIT plc and its subsidiaries
IASB
International Accounting Standards Board
IFRS
International Financial Reporting Standards
IFRS EARNINGS PER SHARE (“EPS”)
IFRS earnings after tax for the year divided by the weighted average number of shares in
issue during the year
IFRS NAV PER SHARE
IFRS net asset value divided by the number of shares outstanding at the balance
sheet date
INTEREST COVER
Adjusted operating profit before gains on investment properties, interest (net of interest
received) and tax, divided by the underlying net interest expense
INVESTMENT PORTFOLIO
Completed buildings and excluding development property and land
IPO
Initial public offering
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
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THINKING INSIDE THE BOX
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
LIKE-FOR-LIKE RENTAL INCOME GROWTH
The increase in contracted rent of properties owned throughout the period under review,
expressed as a percentage of the contracted rent at the start of the period, excluding
development property and land and units undergoing refurbishment
LIKE-FOR-LIKE VALUATION INCREASE
The increase in the valuation of properties owned throughout the period under review,
expressed as a percentage of the valuation at the start of the period, net of capital
expenditure
LOAN TO VALUE RATIO (“LTV”)
Gross debt less cash, short-term deposits and liquid investments, divided by the aggregate
value of properties and investments
MAIN MARKET
The Premium Segment of the London Stock Exchange’s Main Market
MEES
The Minimum Energy Efficiency Standards are regulations requiring a minimum energy
efficiency standard to be met (or have valid exemptions registered) before properties in
England and Wales can be let. Currently the minimum is an EPC E rating.
NAV
Net asset value
NET INITIAL YIELD (“NIY”)
Contracted rent at the balance sheet date, expressed as a percentage of the investment
property valuation, plus purchasers’ costs, excluding development property and land
NET RENTAL INCOME
Gross annual rental income receivable after deduction of ground rents and other net
property outgoings including void costs and net service charge expenses
NET REVERSIONARY YIELD (“NRY”)
The anticipated yield to which the net initial yield will rise (or fall) once the rent reaches
the ERV
OCCUPANCY
Total open market rental value of the units leased divided by total open market rental
value excluding development property and land, equivalent to one minus the EPRA
vacancy rate
ONGOING CHARGES RATIO
Ongoing charges ratio represents the costs of running the REIT as a percentage of NAV as
prescribed by the Association of Investment Companies
PASSING RENT
Gross annual rental income currently receivable on a property as at the balance sheet date
less any ground rents payable under head leases
PROPERTY INCOME DISTRIBUTION (“PID”)
Profits distributed to shareholders that are subject to tax in the hands of the shareholders
as property income. PIDs are usually paid net of withholding tax (except for certain types
of tax-exempt shareholders). REITs also pay out normal dividends called non-PIDs
REVERSION
Estimated rental uplift to market levels on contracted rent.
RCF
Revolving credit facility
REAL ESTATE INVESTMENT TRUST (“REIT”)
A listed property company that qualifies for, and has elected into, a tax regime that is
exempt from corporation tax on profits from property rental income and UK capital gains
on the sale of investment properties
RPI
Retail price index
SONIA
Sterling Overnight Index Average
TOTAL ACCOUNTING RETURN
The movement in EPRA NTA over a period plus dividends paid in the period, expressed as
a percentage of the EPRA NTA at the start of the period
TOTAL COST RATIO
EPRA cost ratio excluding one-off costs calculated both including and excluding vacant
property costs
WEIGHTED AVERAGE UNEXPIRED LEASE TERM (“WAULT”)
Average unexpired lease term to first break or expiry weighted by gross contracted
rent (excluding ground rents payable under head leases) across the portfolio, excluding
development property and land
GLOSSARY
CONTINUED
152
CONTACT DETAILS OF THE ADVISORS
INVESTMENT MANAGER
G10 Capital Limited
(part of IQ-EQ)
4th Floor 3 More London Riverside
London SE1 2AQ
Telephone: 020 3696 1306
INVESTMENT ADVISOR
Tilstone Partners Limited
Chester office
Gorse Stacks House
George Street
Chester CH1 3EQ
Telephone: 01244 470 090
London office
55 Wells Street
London W1 3PT
Telephone: 020 3102 9465
COMPANY WEBSITE
warehousereit.co.uk
REGISTERED OFFICE
19th Floor
51 Lime Street
London EC3M 7DQ
ADMINISTRATOR
Waystone Administration Solutions (UK) Limited
Broadwalk House
Southernhay West
Exeter EX1 1TS
AUDITOR
BDO LLP
55 Baker Street
London W1U 7EU
CORPORATE BROKERS
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
DEPOSITARY
Gen II Fund Services (UK) Limited
8 Sackville Street
London W1S 3DG
FINANCIAL PR AND IR ADVISOR
FTI Consulting
200 Aldersgate
Aldersgate Street
London EC1A 4HD
LEGAL ADVISORS
Reed Smith LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2RS
Osborne Clarke LLP
One London Wall
London EC2Y 5EB
Shepherd and Wedderburn LLP
1 Exchange Crescent
Conference Square
Edinburgh EH3 8UL
Temple Bright LLP
81 Rivington Street
London EC2A 3AY
PROPERTY MANAGERS
Rapleys Aston Rose Limited
4 Tendersten Street
London W1S 1TE
Savills plc
33 Margaret Street
London W1G 0JD
REGISTRAR
MUFG Corporate Markets
(a division of MUFG Pension & Market Services)
MUFG Corporate Markets (UK) Limited
Shareholder Services Department
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
Telephone: 0371 664 0300
(or +44 (0)371 664 0300 from outside the UK)
Enquiries: MUFG - Get in touch
Website: linkassetservices.com
COMPANY SECRETARY
MUFG Corporate Markets
(a division of MUFG Pension & Market Services)
MUFG Corporate Governance Limited
19th Floor 51 Lime Street
London EC3M 7DQ
Enquiries: warehousereit_cosec@cm.linkgroup.co.uk
VALUER
CBRE Limited
Henrietta House
Henrietta Place
London W1G 0NB
WAREHOUSE REIT PLC
Annual Report and Financial Statements 2025
153
THINKING INSIDE THE BOX
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
Warehouse REIT plc
55 Wells Street
London
W1T 3PT
020 3011 2160
www.warehousereit.co.uk